Eyes of Stone

by Thunderhalk89

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Other, Princess Luna, Trixie, Fluttershy, Adventure
Length: 16654

Things are set into motion as a dark Queen sends Ladon, ruler and patriarch of the basilisks, to seek vengence against those that had imprisoned her. For millenia she plotted within the depths of Tartarus. She would not fail again.

As a serpentine menace marches on Ponyville, an unseen Queen begins to plan her vengeance against the one that had imprisoned her centuries before; for only this accursed pony can stop her from claiming Equestria as her own and enslaving everything she deems to belong under her rule.

As the army continues its invasion and assault on her home and friends, Fluttershy, unable to reason with the slithering creatures known as "basilisks, flies to Canterlot and seeks out the aid of Princess Celestia and Princess Luna. However, she comes to find that they have a more important task for her: one that will push her far beyond her known limits as she learns of her ancestry, and the burden of her forebears.

Published 2015-05-11 02:30:01 UTC
Last updated 2015-05-24 19:54:52 UTC

Two

Applejack stood tall before the monstrous leviathan. She turned and glared into Ladon’s cold undulating coils. Out of the corner of her eye, her friends scattered toward opposite ends of Ponyville. She winced. She could see his servants gathering all of the statuesque ponies they had created in a haphazard pile. She watched as ponies she had known most of her life and considered friends and acquaintances were tossed on top of the statues of Rainbow Dash and Rarity.

She took a breath and recomposed herself. “Alright,” her voice was as firm and focused as her eyes, “enough of this.”

Spike tried to cry out, but the fully-grown basilisk positioned one of its large coils over his mouth.

Ladon's massive head surged down in front of her. He pivoted his massive form and surrounded her in a ring of silvery scales. His markings pulsed as he looked her over. “Little earth pony,” he shook his head, “what are you doing? Why did you not run away with your little friends?” The left corner of his mouth turned up in a sick and twisted grin.

Applejack gulped, “Figured some pony’s got to figure out exactly what you want. Just figured, since I was already here, I’d ask.”

His scaly, pulsating body formed another circle around her. His body pulsed in toward her, and out, leaving several meters distance. His grin widened, revealing row after row of fangs dripping with saliva and venom.

Applejack held firm.

He looked away with disinterest into the light breezy clouds up above. He muttered, “I thought I told you already: we seek the one who imprisoned our Queen. She claimed to fight for harmony and peace, yet chose to fight against nature itself. Our race has existed here long before you ponies showed up, yet she thought she could command us.” He leaned in closer to her, his breath blowing her mane back, “We will find her decedents and avenge what she did to our Queen, even if I have to turn all of Equestria into stone.” He returned his attention to her. He tittered lightly to himself, “Wingless fool. At least do me the honor of giving me your name before I add you to her majesty’s collection.”

“Applejack,” she spoke bravely and with as unwavering of a voice as she could manage.

He genuinely looked shocked this time, then a pleased grin broke free one more. “Ssssooo… Perhaps you are a pony that I seek after all. Tell me; are you a member of the Apple family, known for having founded this quiet little hamlet?”

Applejack stood taller, pride swelled in her voice. She knew that the longer she kept him distracted, the better chance her friends had of getting away. “What’s it to ya? Did my kin hurt your Queen as well? Seeing as how she doesn’t mind setting a bunch of scaly monsters out to attack peaceful towns, I don’t right blame them.”

“Your family claimed these lands on the border of my kind’s prison. You got to live in the sun, while we wasted away in the shadows awaiting the return of our Queen.” He sneered at her.

The large basilisk holding Spike was looking down at its charge with a cocked head. Finally, it slithered forth and hissed in his ear.

Ladon’s eyes shone brightly as the basilisk backed away with a bow. “It appears as though my Queen shall be even more pleased with today’s efforts than I previously thought. Not only shall I present her the pony whose family imprisoned her children for the last hundred years, but also one of the legendary ‘Elements of Harmony’.”

She looked up into his maw at that. She ground her teeth together, and scrapped the earth with a grinding hoof. “I ain’t giving up my friends,” she growled through clenched teeth, “We’ll stop you from… whatever it is y’all got planned.”

Ladon jolted back mock shock, “Gasp. Oh no, whatever will we do.” HishHa! His laughter shook the landscape as he tiled Applejack’s head up with the tip of his tail.

North of Ponyville, the peaceful glade gently became shallow hills that grew as they rolled toward the base of a large mountain range. Ladybugs and butterflies flew circles around flowers and rosebushes as gnats zipped across the meadow. Two shadows shot over the meadow causing grasses and daisies to bend over as the gust reached them.

Fluttershy and Twilight landed on the far side of a hill, gasping for breath and their chests rose and fell, unable to pace with their pounding hearts. Twilight briefly looked back at Ponyville in the distance. She cringed and forced herself to look instead toward Canterlot. The most important thing right now was to get their as quick as possible to warn the Princesses about the growing threat. Perhaps, Equestria’s royal guard would be able to remedy the situation and drive the Ladon and his basilisk army back into the Everfree Forest. Although, she suspected, that that would not solve the problem of his “Queen of Serpents”.

“Fluttershy, I’m going to need you to continue on and warn Celestia and Luna.”

Fluttershy looked at her, still struggling to catch her breath. “What are you going to do?”

Twilight once more looked toward their home from where she sat on the hill.

Fluttershy gasped, “You can’t go back? Why would you go back?”

“I need to make sure Pinkie and Applejack got out safely and get a better grasp of the situation.” She tuned back to the shivering pegasus beside her. “I’m sorry, Fluttershy, but I need to get a better grasp of the situation. The more information we can give to the princesses, the better chance we’ll have of stopping Ladon.”

Fluttershy swallowed hard and nodded.

“I won’t stay any longer than I have to, but you need to get to Celestia as soon as possible.” Twilight’s voice tapered off. She didn’t want to think about what would happen if she didn’t make it back, but both ponies knew how dire the situation was if they couldn’t spread word of the threat to the rest of Equestria.

Fluttershy embraced Twilight and nuzzled her neck. “Just… just be careful, all right.” She let a tear fall. “I promise that I’ll let Celestia know right way, just promise you’ll be okay.”

“Cross my heart.”

“Hope to fly.”

“Stick a cupcake in my eye.” They whispered together. Their embrace tightened, they released each other and began their flights in opposite directions.

Pinkie hugged the wall of the building as she peered around the corner. The street was just like every other one she had seen: ponies were running toward the edge of town in their vain attempt to outrun the snakes and basilisks chasing after them.

In addition to the hundreds of small, regular snake-sized versions, three or four ginormous basilisks were slithering around. It was hard to keep a good count, as they were moving so fast. Snakes would pounce on helpless ponies, slowing them down. The small basilisks would then take the opportunity to hold them in a semi-petrified state long enough for the more powerful adults to encase them in a stone prison in the form of their former selves. Despite the myriad of cobras and asps, no pony appeared to be inflicted with a venomous bite.

Pinkie scrunched her nose at this and dipped back into the shadows of the alley. Stealthily, she wove her way through the alleyways and backstreets of Ponyville. Like a cat-like ninja cat, she ducked and rolled across a clearing and swan-dove into the shadows once more. She crept along atop the roof of several buildings. She ran and hid in a shrubbery, before darting out into the open and sliding into another.

She was almost to the edge of Ponyville. She licked her lips and looked ahead with bated breath. “Hmm… It’s quiet, too quiet,” she said just above a hushed whisper.

Her eyes shrunk, as she froze in place stiff as a statue. She slowly turned around and stared right into the eyes of two regular, run of the mill, average green snakes. She jumped back, landing on her rear hooves. She raised her forelegs and swatted at the air, shadowboxing. “Why are you helping that Larry character? What about your friend Fluttershy?”

The two snakes paused and looked at each other. They tapped their chins with the tips of their chins. Unable to come up with a valid reason, or perhaps a way of communicating, they shrugged and faced her with mean scowls.

“Okay,” Pinkie smiled. Pinkie did a backflip. Pinkie landed in a cartwheel and grabbed a third snake that had tried to sneak up behind her. She shoved her face into its snout with unblinking eyes. “How do you like that mister meanie?”

She head-butted the reptile and tossed it at the other two. They caught the flying serpent with their necks and fell backward. Just as they were detangling themselves, a pink blur blurred past. It continued blurring until it collided with a thick gray post.

Pinkie fell onto her rump with a thump. Wincing, she rubbed her bruised nose and tried to figure out what she had run into through one half-open eye.

“Since when did the Public Works start installing scaly lamp posts—” She winced again as the “lamppost” let out a short Hiss. “— that hiss? Uh Oh.” Her ears drooped as she looked up into the gaze of the Basilisk. “Welp, at least I didn’t go out covered in trash.”

A flash of light briefly lit the small dark room. As the last sparks of the teleportation spell faded into the ether, Twilight looked around the tight space, regaining her bearings. She bit her lower lip in pensive agitation as she slowly cracked the door. She slowly peered out and looked into the hallway. After she was certain that it was empty, she opened the door further and slipped out of the closet.

She felt her left rear hoof catch on something. She froze in a brief moment of panic, holding as still as possible. Slowly, she lifted her hoof, and leaned the broom against a shelf stacked with rags and cleaners. She exhaled and looked ahead as she closed the door behind her.

When she had first returned to the edge of Ponyville, it was like a ghost town. She hopped against hope that most of the residence had either escaped out into the plains, or else were in hiding. After seeing the massive pile of “pony statues”, she feared otherwise. Three adult basilisks, who were overseeing the construction of a large sled to transport their new trophies, were keeping guard of her castle. Ladon was no longer wrapped around the tree shaped castle. In fact, she did not see any sign of him at all. While she would have loved to have studied the construction and figured out how serpents could build something without limbs or telekinesis, she had a more important mission.

With soft, gentle steps, she continued down the halls of her former castle, carefully rounding corners as she made her way deeper down the passageways. She stopped before a painting of her friends all sitting on clouds as she stood regally in the center. Looking around, and listening for the tiniest of sounds, she made one last check of her surroundings before tilting it askew, revealing a dark narrow passageway. She slinked in as the painting tilted back, sealing her inside.

She followed the secret passageway as it wound its way through the castle walls. The crystalline walls glowed with an internal ethereal energy, lighting her way. While it would have been quicker to follow the main hallways, she did not want to risk being seen. If she learned anything from all of her previous engagements with rogues and villains, it was that you could never be too careful. That, and when things seemed quiet and easy was when the “big bad” or its minions would strike from the shadows.

She jumped and spun around. She looked down the way she just came from, and studied every corner and crevice around her. With a gulp of a heavy lump, she slowly tilted her head up and looked at the ceiling.

See was met with cobwebs and dust.

She exhaled a sigh of relief and continued on her way, turning down one passageway and another, until she came to a wooden bookshelf covered in dust and webs. It looked as though it had been abandoned for centuries. She rolled her eyes. She knew that the secret passageways hidden within castles were always musty and had an eerie feeling in novels, but that did not mean they had to in real life. She knew her friends had each left something extra, but this was ridiculous.

As carefully and quietly as she could manage, she pressed her ear to the back wall and held her breath.

Hiss.

She could make out the sounds of several serpents beyond the false wall. With a shaking hoof, she slid a small panel in the back of the decrepit bookshelf, and tried to see out into the other side. Several basilisks as large as pythons and anacondas slithered throughout the throne room. Three or four had intertwined themselves in the roots of the former Golden Oak library’s roots that hung from her ceiling. No fewer than twenty of the smaller ones were scattered throughout the rest of the room, most congregating on top of the holographic map of Equestria.

She felt a pit in her stomach as she continued to look over the room. Her eyes fell upon the thrones. A disheveled Spike had been tossed into Fluttershy’s, while a “pony statue” rested upside down in hers. She could not get a good enough look from her current position to identify who it was. She strained to try to get a better position. As she pressed her weight higher and forward to get a better view, she heard a scraping and the sound of squeaking hinges.

She froze and backed away from the dusty shelves.

Cautiously, she peered out through the opening, careful not to touch the secret doorway. The serpents were still milling about absentmindedly. With extra caution as to not move the swiveling bookshelf any further, she looked toward Spike and the unknown pony once more.

Spike shifted, his chest heaving. His limbs appeared to have been bound with vines with another wrapped around his head. She stepped back once more and took several long deep breaths, focusing her mind on her objective. She needed to find Applejack and Pinkie Pie. She was sure that they would think to find somewhere to hide. Luck, or perhaps destiny, had given the castle a secret network of “roots” that ran underneath all of Ponyville, linking each of her friend’s homes.

She closed her eyes and concentrated. Slowly, with a purple sheen of magic, her limbs became less opaque. Soon, the purple wave passed over her torso, and rode the length of her tail. When it reached the tip of her horn, a small pulse of magic sparked with a tiny pop.

When she opened her eyes, she was completely transparent. If she stood absolutely still, it was almost as if she was invisible. It was not complete invisibility, but it would be good enough for what she was thinking. She cast another spell; her transparent form briefly shimmered with prismatic light. Gradually, she pushed her head through the bookcase. She paused as a tiny basilisk looked in her direction. It blinked once wearing a bored expression on its limp facial expression. It opened its mouth wide and yawned, before resting its head in the center of its coiled body.

Slowly, with reserved patience, she stepped out of the hidden passage with one hoof. She paused again, looking around, before moving her next forelimb out into the opening. She crept at a tortoise’s pace.

One hoof. Pause. Inch another hoof forward. Wait.

This kept on until she was within leaping distance of the thrones. She crouched down and looked over Spike’s whimpering form before turning her attention to the stone pony in the largest throne. She tilted her head to get a better look at the upside down statue. The thought that this might have been the pony that Ladon had invaded Ponyville to find briefly flew through her mind, until she got a look at her face.

She shoved a forelimb into her mouth to silence a gasping shriek building up inside. Resting on Twilight’s throne at the head of the circle was the petrified form of Applejack. Twilight’s mind was racing several hundred miles an hour and none of the thoughts vying for her attention was asking why Ladon wanted Applejack.

She turned her head, quickly surveying the entire throne room. None of the basilisks noticed anything out of place. Moving quickly, she grabbed Applejack and Spike in her telekinetic grasp and was about to cast a teleportation spell when the map in the center of the thrones exploded from beneath the stone floor.

Rubble and splinters shot out in all directions, scrapping and stabbing into her side and legs as the floor gave way and heaved upward. She fell back, pulling Applejack and a doubly surprised Spike along with her.

Cracks advanced and meandered their way across the entire floor, fracturing it into multiple pieces. Portions lifted and sank like tectonic plates. The walls buckled as the entire structure shook. Dust and debris fell from above as the decorative roots rattled and threatened to give way. The serpents wrapped around it tightened their grasps, as they held on with ever tightening coils. As the echo and roar of the tumult began to settle, the creaking and growing of the structure became more evident.

Twilight looked around in a panic. Applejack had broken free from her grasp and had slid into the shadow of a massive basilisk. It wrapped its gray body around the statue and pulled it back into a corner, hissing violently at her. She felt something stirring in her forelimbs. Spike let out a pained groan as he tried to move his bound arms.

She stroked his head before looking up to assess the situation. Dust and debris was still raining down, covering everything with a fine layer of glowing sediment. The castle shuttered. The glowing apocalyptic scene became darker and grayer as the broken floor began to lose its sheen. In the middle of the room, where the Equestrian map once rested, the massive head and neck of Ladon had broken through.

He cracked his neck joints with a twist of his head. The snapping and crackling traveled down from the base of his skull far into the hole from which he came, like the sound of paper being torn mixed with rocks rolling down a cliff. Without lowering his snout, he glared down at Twilight with a mixture of boredom and amusement. He smiled coyly.

She cringed as she slowly pulled herself up onto her hooves, repositioning Spike onto her back. She grimaced and fought through a stabbing pain in her right foreleg. She tenderly attempted to put weight on it, cringing as the stabbing of the sprain pulsed up and down the length of her leg, from her ankle into her shoulder.

Her entire font right side had taken the brunt of the explosive force. The rock and debris of the castle floor had left her covered with bruised scratches all down her right side. She felt a pang in her chest, but the fact her breathing was not impaired told her that her ribs were more than likely still intact. Her wing socket was starting to turn a dark shade of purple from where a large chunk of crystal had slammed into it.

“I knew you would come back for your little whelp, Princess Twilight.” He looked out a shattered window and slowly flicked his tongue, licking his lips in the process. “We had… quite the conversation.”

Twilight growled and gritted her teeth as she fought through the pain of her sprained leg. “You haven’t won, Ladon. Celestia knows that you’re here, and soon you’ll have to contend with Equestria’s Royal Guard.”

He slowly shook his head, “Tisk. Tisk. Tisk. Poor naïve Twilight; do you really think they’ll get here in time? We’ve already got our prize and we’ll be long gone by the time they get anywhere near this hovel.” He looked down at her with sad eyes, “Granted, it was not the prize I was initially sent to retrieve; however, it should suffice,” His eyes and voice grew colder, “for now.”

Twilight stood her ground. She knew that in her current condition she would not be able to escape by hoof or wing. She felt weak and fatigued. She would have to put everything she had into one last teleportation spell. If she was lucky, she would be able to land her and Spike deep enough that they could stay hidden long enough to escape. She ground her teeth and snarled through the strain as she began to work her magic into her horn.

She needed to, at the very least, try to get away. In a flash of amethyst and lavender, she disappeared from the destroyed throne room, and reappeared deep within the catacombs of the secret passageways beneath the castle. She collapsed and panted for breath, fighting through the pain in her leg and wing joints. Spike rolled off and stopped, trying to sit up with the aid of the passage wall. The vine sealing his mouth shut had fallen loose.

“Twilight, are you okay,” he whispered, looking around frightfully.

She groaned and gritted her teeth as she sat up. “I’ll be fine,” she said, massaging her head. She and Spike froze as a hissing echoed down the dark passageway. The ethereal glow of the walls flickered, and then shorted out completely.

Three

Fluttershy’s chest heaved as she gasped for breath. Her lungs burned as she tried to breathe. Her heart was pounding furiously, threatening to break through her ribs. She forced her wings to continue beating relentlessly despite her stiff fatigued muscles. The air felt thick and tough, as though she were fighting against it.

She tried not to think about her friends or Ponyville or Ladon and his basilisks as she passed over Canterlot’s outer gates. The residents and visitors to the Equestrian capital gawked up at the frazzled pegasus as she passed overhead. Socialites shook their heads in shock and disgust at her disheveled mane and tail. Guards kept a watchful eye as she glided on tired wings towards the castle gate.

She skidded through the main archway with the grace of a falling leaf colliding with a falling apple and being hurdled into the ground. Her eyes darted as her surrounds came into focus. Officials and servants looked at her with worry while several socialites talking beneath the shadow of a pillar stuck their noses up and trotted away from the uncouth pegasus that dared to show up to such a prestigious place looking the way she did.

After recovering from her rough landing, she began to make her way toward the main entrance. Two guards began to approach her. Their armor glistened in the late afternoon sun, as their stern emotionless faces grew more taught as they looked over the frightened pegasus.

“What is your business here, miss?” the unicorn on the right asked. His eyes narrowed as he towered over her quivering form still trying to recover from her flight.

“I need to speak to Princess Celestia right away,” she panted. “Ponyville… My friends are…” her voice wavered and dropped. She could not force herself to say it, let alone think it.

The guards silently looked at each other out of the corners of their eyes before returning their full attention to the upset mare shaking before them. Under normal circumstances, she would have been directed to one of the secretaries to schedule an appointment; however, they could not figure out if this pony’s motives where pure. It was the job of the Royal Guard to keep a sharp eye out at all times to keep Canterlot and all of Equestria safe. If something were truly happening in Ponyville, the home of the Princess of Friendship, then surely Princess Twilight would have spoken to Celestia directly.

The left most guard looked over the yellow pegasus once more, his gaze falling on the three butterflies that comprised her cutie mark. His mind raced as the situation became much clearer with the realization of just whom he and his partner were interrogating.

“Lady Fluttershy,” he bowed his head slightly as his tone became more apologetic and formal as he continued, “forgive us, for our rudeness.” His partner followed suit, bowing with just as much reverence.

Fluttershy’s racing heart began to slow, as she began to regain control of her breathing. “It’s alright,” Her bow was not as deep as theirs was, but enough to signal them to be at ease. It was just as Rarity had taught her.

The image of Rarity’s blank stare slowly being encased in cold gray stone flashed through her mind. The harder she tried to fight it, the slower Rarity’s eyes lost their luster. Panic and fear began to well within the pit of her heart once more. She tried to suppress a whimper as she tried to fight through the flashing images and focus on the guards.

“I must speak with Princess Celestia right away. Ponyville is under attack.” She finally forced the words out. They stung and tasted foul and rotten. “My friends, they need help.” She no longer was fighting the quivering shaking fear that had built up within her.

The two guards looked at one another before the guard on the right sped off into the depths of the castle. The remaining stallion gently rested a comforting hoof on her shoulder as his voice lost all proper formality. His words were quiet as he looked at her with soft eyes. “Do not fret, Lady Fluttershy. Your friends and Ponyville will be fine.” He gently urged her into the castle, signaling to another guard with a nod as they entered. The guard returned the gesture, and closed the doors behind them.

Fluttershy kept her eyes on the floor as she forced herself to walk. She felt so tired all of the sudden. When had that happened? She wondered. She continued walking in a daze. It seemed like she and her escort were floating in a miasma of foggy haze. Nothing seemed real anymore. She wanted nothing more than to curl up in her bed at home and hide under her thickest, most comfortable quilt, only to emerge with the realization that this was just a horrid nightmare.

She was vaguely award of a multitude of ponies being ushered past her, walking in the opposite direction. She was brought partway back to reality by the soothing voice of the guard who had escorted her. She looked up as the haze slowly began to dissipate, causing the walls and tapestries to almost shimmer like a mirage.

“Lady Fluttershy? The Princess is ready for you.”

“Thank you,” her own voice sounded so distant, “… and just ‘Fluttershy’ is fine.”

“As you wish,” he bowed deeply, opened the large doors to the throne room and stepped aside to let her pass.

She slowly walked inside. She pulled her wings in tighter around herself. The long room felts so empty. A brief image of Rainbow losing her colors as she turned gray flashed as she looked at the stained glass windows that lined the throne room. She peered up at the throne through the blanket of her pink mane. She took note for the first time of how it had frayed and split into a mess of knots and errant strands.

Past the remnants of what was once a smooth flowing pink waterfall she could see Celestia sitting on her throne. The Princess smiled graciously as Fluttershy came closer. She shifted uneasily. Perhaps, out of shock at the pegasus’s appearance, or from what the guard that had run ahead had told her. Fluttershy did not know.

As Celestia stood, she bowed. When she looked up, she realized that the Princess had returned the gesture. She nearly took a misstep as she rose and began to walk forward again. She did not think she would ever get used to Celestia bowing to her, or any pony bowing for that matter.

Celestia descended and met her at the bottom of the elevated throne. Her smile was welcoming and sweet. It was just as warm and bright as the sun she moved across the horizon. Still… Fluttershy saw worry in her eyes. Fluttershy bit her lip.

“Fluttershy, I’ve been told that something happened. You nearly crashed into the palace and, judging by your looks, you’ve been through quite an ordeal.” She was calm and mellow. Her voice did not shake or waver, despite what Fluttershy could see in the princess’s eyes. It was just as comforting as her smile.

She breathed in, steadying herself. “Ponyville was attacked by snakes.”

Celestia raised an eyebrow.

“Well… technically, most of them were basilisks,” she finished in an unsteady whisper.

“Basilisks?” Celestia seemed to jolt at the utterance. “Are you certain of this?”

“They turned my friends into statues. Ladon said it was because his queen wanted him to find someone.” Fluttershy cowered and wished she were anywhere else. She wanted Twilight to come back with Pinkie and Applejack so that she could tell Celestia what was happening and she could hide in one of the castle’s towers.

Fluttershy looked out from beneath the disheveled strands of her mane. Celestia was silent. She stared out one of the throne’s windows in the direction of Ponyville. Her features had taken on a pensive look as she chewed on the inside of her cheek.

“Princess Celestia?”

She did not look away from the window as she responded after another several long moments, “What else did Ladon say?”

“I’m sorry,” Fluttershy shivered, “all I know is that he was sent to find someone. Twilight went back to see if she could find Pinkie and Applejack. Maybe she heard something.”

Celestia was silent once more.

“Do you know Ladon, or who his queen is?”

“I’m… not sure.” Celestia shook once. It was a small thing that most would have overlooked or have not even noticed.

“He said that he was the patriarch and ruler of the basilisks.”

Celestia continued to stare out the window, unmoving. After almost a full minute of silence, she spoke, “I want you to go up to your guest suite.” She had taken on a cold demeanor. She turned to Fluttershy and tried to smile through it. “I’ll send a detachment of the Royal Guard to investigate Ponyville. In the meantime, I want you to get some rest.”

A voice inside her wanted to scream, to protest, to say that she should go with them. Instead, she remained silent and left for the suites that Celestia had setup for her and her friends should they ever feel the need to spend the night in Canterlot.

Celestia retuned to starring out the window. She shuttered once and only once before calling forth a guard from outside her throne room.

Fluttershy was uncertain if she would even be able to lie down, let alone get some rest. She did not realize just how exhausted she was. Every muscle and fiber of her being was screaming at her as she forced her stiff unresponsive body up the staircase to her suite…

… hers and her friend’s suite.

She shuttered and quivered. She forced herself to continue, repeating in her mind that the Royal Guard would drive Ladon and his mean serpents back into the heart of the Everfree Forrest and free her friends.

At the top of the staircase was a wooden door engraved with the symbol taken from the cover of a book, and the crest that had come to represent the Elements of Harmony. She gently stroked it, admiring each colored gem embedded into the door. She squeezed her eyes shut and rested her forehead against the crest. Her breaths were heavy and labored.

She stayed like that for some time. She did not know how long. She just wanted to be at one with her friends. If she could not see them, speak to them, embrace them; then, she would try to connect with them spiritually. She meditated on each gemstone and the element it represented. She tried to force her mind away from the dark memories of the day, and concentrate on the good times: on when she had first seen that symbol.

It had seemed like ages ago that they did not even know what the Elements were, but something deep inside each of them told them that they needed to follow Twilight into the Everfree Forrest. That reference guide only told them so much; their growing bonds explained the rest.

Keeping her head down, she forced herself to open the door and enter the room, gently closing the door. She did not look at the ornate curtains or rugs. She did not see the fresh flowers, nor did she feel the cool breeze coming from the large glass door left ajar that led outside onto a marble balcony. See dared not look away from the passing floor and her tired hooves. She stumbled her way onto the first bed she came across and pulled the covers over her head.

She kept her eyes closed, not wanting to look at the portraits that she knew rested on the tables and above the fireplace. But still, she knew they were there.

Images flashed through her mind. She was powerless to stop any of the terrible things being projected on her closed eyelids. She could not move a hoof to help anyone. She felt herself tossing, turning, rolling in her restless sleep, yet she could not bear to force herself to wake. They may have been nightmares, but they were better than reality. If she had to suffer with the petrification of Equestria a hundred times over by a tyrannical serpent queen just to wake up to find her friends and home safe, then she would brave through it.

She saw Equestria turned to stone. She saw it burn and crumble. She saw armies of basilisks and cockatrice rampaging through towns and villages and cities. All things became blank, emotionless statues under their terrifying gaze. She stood still, helpless to stop the carnage. She waited for her friends to wake her up, to tell her that it was okay and that they were safe.

They never came.

Ponyville was engulfed in flames of stone.

It cracked and began to crumble and shatter.

The rubble buried statues.

The weight of boulders broke the statues.

She slowly opened her eyes as a dark red sun just began to peek over the eastern horizon.

The five other beds that shared the spacious suite were empty.

She went to the washroom. Cold water splashed over her face. She did not feel it.

She made her way back to the door that led to the staircase. She did not look at the empty beds or the pictures on the mantel or tables.

She floated on stiff tired limbs into a private dining hall. She did not know what she ate. She did not even remember eating. She must have, though. She saw an empty plate on the table in front of her dotted with crumbs.

Ahem.

She jolted.

“Forgive me for startling you, Fluttershy.” Luna looked over her still unkempt and fatigued appearance, but gave no hint of an opinion. She was stoic and resolute as she approached the table. “May I join you?”

Fluttershy said nothing. She continued to stare at her crumb dotted plate.

“No matter what we do, no matter how much we want to, we cannot change the past.” She levitated over a bowl of muffins and set it between the two. Taking one in the blue glow of her magic, she spun it around in a slow rotation, before taking a small bite.

“Why did you make me see those things last night?”

The princess of the night raised an eyebrow. The first sign of emotion she had shown since her arrival into the room, and it faded away just as quickly. “We control our own dreams. I only watch over ponies dreams, and interfere if I fear that they will take hold and control your waking self.”

Fluttershy had no response. She wanted to be angry. She wanted someone, something to blame. But, she could not. It just was not in her nature.

Luna continued to finish her breakfast. She had learned long ago that it was best to let someone open up on their own. Forcing it only ended in delaying the growth that was needed to overcome.

Finally Fluttershy spoke, “Did the guards find anything?” Her voice was soft and came from her like a quiet breeze.

It was Luna’s turn to be silent.

Fluttershy forced herself to lookup from her plate at the Lunar Princess with cold blank eyes.

“There were no serpents found in Ponyville.”

Fluttershy exhaled a sigh.

“Your friends were not found either.” She did not look away from her. “I am going to ask several things of you today,” she began. She needed to get Fluttershy’s mind thinking, moving away from the thoughts she knew all too well were rampaging inside her. “First, I will request that you relax.”

“Relax?” Fluttershy’s voice rose as she gripped her seat tightly.

“I want you to go with several of my hoof-maidens. They will see to it that you are clean and refreshed,” she glanced at her tightening grip on the chair, “and relaxed.”

Fluttershy slowly loosened her grip.

“I will not coat this with sugar: as far as we can tell, you are the last of the Elements. Therefore, it is your duty to carry on their legacy.”

She tried to respond, but was cutoff.

“Furthermore, I have information that will be vital to you, but only if you are in the right frame of mind.”

Fluttershy chewed her lip, and finally nodded.

“Good.” Her horn glowed as the doors behind her opened. Three servants wearing simple outfits of varying shades of blue came into the hall. They smiled and curtsied, their skirts shimmering with the light of distant stars. “These ponies will lead you to the royal bathhouse when you are ready. After you return and I believe you to be ready, and only when you are ready will I give you the next task.”

Watching all of this from the shadows, a lone figure huffed in annoyance and just as quickly disappeared.

Four

Fluttershy followed the three maidens at a distance. They did not seem to mind her slow lethargic pace. She was grateful for that. Luna’s words echoed in her mind. What else did she have planned? What were her tasks? Fluttershy tried to shake the thoughts from her mind. Briefly, a glimpse from the nightmares the night before flashed across the floor.

Cockatrice and Basilisks poured from the Everfree Forest, led by… something. She could not make it out as the scene played out on the floor like a movie screen. The creature was definitely serpentine in nature, but it was also something else. She pondered this as they continued down the hallways and corridors.

She paused to look at the large golden doors that were suddenly in front of her and her entourage. Ornate carvings of ponies of all types frolicked and danced about the gleaming structure.

“Welcome to the Royal Baths, milady,” one of the maidens, a petite gray pony with tufts atop her fluffy ears tittered.

The smiling mare tilted her head to the side and beamed as Fluttershy took note for the first time that she possessed purplish leathery wings. She shivered, remembering a time she once had taken on a similar appearance.

“This spa is private and used solely by the Royal Sisters,” an earthpony chimed.

The third, a unicorn leaned in and whispered in her ear, “Although, we’ve been known to use it from time to time when they’re asleep.” She placed a hoof over her lips and winked.

The others giggled as they opened the doors and pranced inside. The Royal Baths were unlike any spa Fluttershy had ever seen. Statues of marble and crystal lined the walls, bordered by massive pillars that supported a large curved ceiling. The fresco up above depicted a beautiful blue sky. Wispy clouds dissipated and formed as they slowly moved across the ceiling. Fountains and gentle waterfalls flowed from artificial mountains made of granite. Tables of amethyst sat next to large recliners and couches.

“The fresco is enchanted to show the heavens above Canterlot,” the unicorn stated, looking up into the “sky”. “Looks like it’s going to be a wonderful day,” she fumbled with the final words, before returning to her optimistic appearance.

“Let’s get you started with a nice soothing bath,” the earthpony quickly chimed in, giving the unicorn a quick glare.

They gently led her to a large swirling pool of clear water. A gentle current ran through it, almost like the streams and rivers that flowed outside her cottage. She felt the cool waters brush and weave through her tail and around her hooves as the maidens eased her into the pool.

She felt her mane flowing back and around her as it was taken by the currents. Bubbles and the scent of lavender and strawberries filled her nostrils. She felt the maidens delicately massaging each strand of her mane. She took an easy breath as she began to feel at ease for the first time since arriving at the castle. She closed her eyes, feeling safe.

“If you don’t mind my asking,” Fluttershy began. She was reclined on one of the fluffy couches that lined the room. The trickling sound of waterfalls and streams filled the spa with a serene atmosphere where nothing else existed but the here and now. “When did you’re wings become like that?”

The earthpony massaging her back snorted as she tried to suppress a fit of laughter, while the unicorn who had taken to massaging a foreleg quietly giggled.

The bat-winged pony rolled her eyes, before continuing to massage Fluttershy’s other foreleg. “I’ve always been this way.”

Fluttershy looked at her with confusion, “But, when I became like that, it was because Twilight’s spell backfired into me.”

“Eee-nope. I was born this way. We all are.”

“All of you?”

“Yea, didn’t Luna take some guards with her when she visited Ponyville during your Nightmare Night celebrations?”

“I mostly stayed locked inside my cottage,” she deflected, looking away.

“Well, just like you’ve got earth ponies, unicorns, pegasi, and crystal ponies, you’ve also got us.”

“So you’re another type of pony? Why haven’t I heard of you? Or have I?” She looked up; trying to think of the lectures on pony physiology Twilight had occasionally given to her and her friends.

“Most of us are nocturnal, so we stick to the shadows. Some call us ‘thestrals’. A few have even taken up calling us ‘sarosians’,” she explained

“I prefer bat ponies,” the unicorn giggled. “It’s cuter.” She giggled again and nuzzled the bat pony.

Fluttershy was being dressed in a steel pleated skirt. Rivets dotted the fringed strips at the ends. The fabric felt like silk, though it did not appear to weigh her down any. When she first lifted it, it felt like a thick heavy canvas. The skirt was attached to breast and back plates by a band of the same kind of metal that dotted and wove throughout the rest of the armor. The same fabric backed the plates. It too, weighed almost nothing after the maidens had delicately pulled the garment over her with experienced precision and care.

A swirling motif of lighter silver that stood out amongst the drab dark gray of the chest piece flowed like a wave of cirrus clouds from the center and over her shoulders, ending in half curled spirals near the metal band.

She looked at her reflection in the tall mirror with curiosity. It looked just like the costume she wore during the Hearths Warming Eve play she had been in with her friends. Only this version was more detailed and lightweight. This struck her as odd. Why would Luna’s maidens want her to wear armor? Was she going to battle?

“What do you know about Ponyville?” she asked. Her voice shook only once. The spa treatment had done wonders for her. Her muscles were no longer strained and taut. She felt fully rested. She still shook whenever the visions of her friends or from her nightmares resurfaced, but she knew that she had to stay strong.

The maidens jolted and looked at each other, before returning to their work.

She waited patiently. They knew, or at least must have heard something. They had done their best to keep her mind off the topic all morning. She had gotten them to open up about their names, something that they were not used to doing for those that Luna had them service. Tree Star was the earthpony, Nightshade was the bat pony, and Red Flare was the unicorn.

Finally, Red Flare spoke, “We were ordered to not speak to you about the state of your home, or what may have happened to your friends.” She looked aside into space. Her companions flinched.

Fluttershy swallowed a hard lump, before nodding for them to continue.

“All we know,” Tree Star continued, “was that Ponyville was invaded by an ancient force from the Everfree Forest.”

“The town was empty upon arrival of the Royal Guards. They did not find anyone left. It was completely deserted,” Nightshade finished. “But do not fret. Princess Luna has a plan.” She looked at her companions and stood taller as she placed a silver helm emblazed with a puffy cloud and a jagged lightning bolt atop her head. “I have faith that you will be able to do what is needed.”

Fluttershy and Luna’s maidens walked down a long hallway. As they rounded a corner, Nightshade’s ears twitched, and a frown formed on her smiling face, “Uh-oh.”

“Uh-oh? How about no uh-oh’s for once,” Red Flare countered.

“I don’t think Celestia is happy with this idea.”

Tree Star shot her a stern look, “What idea?”

“Isn’t it obvious?”

Red Flare, Tree Star, and Fluttershy all shook their heads.

Nightshade rolled her eyes and let out an exaggerated sigh. “The Princess plans on having Fluttershy fly into the Everfree and kick some monster butt.”

Eeep!

Fluttershy collapsed on the floor, her wings covering her clenched eyes as she shook. She had been a brave pony for so long. She had even surprised herself that she had made it this far, but she did not want to see a basilisk ever again. She could not face Ladon again.

“Dang it, Nightshade! This is why the Princess gave us strict orders to not mention anything.” She knelt down beside the shivering pegasus, stroking her mane.

“My, fault!? It was Red Flare who first mentioned—” She was silenced by Tree Star’s cold hard glare.

In the distance, beyond Fluttershy’s whimpers they could hear two voices rising in volume and emotion.

“This plan of yours is foolish. What were you thinking?”

“I was thinking of what worked the first time.”

“The first time was not intended to end the way it did. Nor was it planned.”

“But it did work.”

“Only because she was a trained soldier.”

“Are you saying that dear Fluttershy is incapable of handling herself, sister?”

“No,” the second voice became much calmer.

The maidens finally succeed in getting Fluttershy to stand up on her own wobbling hooves and they continued down the hall toward the Throne Room.

“I have the utmost faith in her,” the voice became clear enough for them to realize it belonged to Celestia. “I just feel that an experienced detachment of the Royal Guard would be more effective.”

“If this were any other foe I would agree with you,” Luna’s voice then took on a much colder tone that gave way a hint of fear, “but not her.”

The maidens and Fluttershy waited outside the door to the throne room, fearful of attempting to touch it, let alone open it and potentially interrupt.

“If Princess Twilight’s letters are to be believed, then she possesses the only thing that would allow anyone to get close enough to stop and imprison her once more.”

They could hear Celestia sigh.

“You know this,” Luna pleaded from behind the sealed door. “You should remember what she is capable of.”

“Yes, I suppose you have a point.” Her voice faded. After a moment she spoke with renewed furor, “I’m just afraid of what she might do if she were to learn that it was passed on.”

“She will not be alone, nor will she be unprepared.”

“What did you have in mind?”

“Telling her everything and being open to revealing as much as she wants to know. Why else would I have removed the ‘privacy spell’ from the door?”

There was a poignant pause as the maidens and Fluttershy stared at each other with confused looks.

Celestia broke the silence with an unamused call, “I believe that was my sister’s way of inviting you to enter.”

The three maidens faltered as they fumbled to open the door and let Fluttershy enter the throne room. She entered the room with abated breath as the maidens bowed low and shut the door, leaving her alone with the Princesses.

Celestia fired a golden beam from her horn into the door before bowing her head. “Forgive me for not being there when you first woke.” She bit her lower lip, “I felt it would be best if you had a moment to yourself before addressing the situation myself.”

Fluttershy nodded in response. She was still trying to process what the maidens had told her and understand what Celestia and Luna were discussing. It all seemed so alien to her.

Luna let Celestia’s comment hang in the air for as long as she could before speaking, “The armor suits you.”

Fluttershy looked up at her. Her eyes were starting to become puffy once more.

“Do not fret, Fluttershy,” Celestia cooed. She embraced her with a soft warm wing. It was as if a large blanket made of feathers had been draped over her shoulders. She wiped clean Fluttershy’s eyes with a gentle hoof. “I can promise you that your friends are all safe. Not just those closest to you, but everyone from Ponyville.”

“How do you,” she squeaked looking up into her kind blue eyes. They reminded her of peaceful lakes and oceans.

“Because I know who Ladon’s Queen is. But, that information can wait.”

“Can it?” Luna’s stare was cold and stern.

Celestia looked into her sister’s eyes. “I will follow through with my plan. I will send the Royal Guard to rescue those ponies and end this. In the mean time you may go through with your plans of training Fluttershy as a backup.”

“… So be it.”

Celestia released Fluttershy so that she could kneel and be face to face. “This will be a trying time,” She placed a hoof on her shoulder, “For all of us. Know that I will do everything in my power to bring them back: all of them.”

“I know,” Fluttershy mouthed, barely able to speak once more.

The Solar Princess of Equestria squeezed her shoulder and stood up. She gave one last look to her sister and left them alone.

“While I do not agree with my sister, I do respect her,” Luna said long after the door to the throne was shut. “As much as I don’t want to, I will respect her wishes and only give you the basics of why you are here. Perhaps, in time, you will learn the rest. For now… what do you wish to know first?”

Fluttershy took several minutes to answer. There was so much she wanted to know. So much she needed to know. About her friends. About Ponyville. “Why am I wearing this armor?” It was not the most pressing question. She was not even sure if she cared; nevertheless, it was the one question she felt possessed an answer that would hurt the least.

“It belonged to a pony I believe you might refer to as Private Pansy,” Luna smiled softly.

Fluttershy blinked. “This…” she looked down at herself. “This was her actual armor?”

“You do remember when Princess Twilight was researching genealogy, do you not?”

She nodded.

“She found some most interesting things. One of which was that the armor you now don was your birthright.”

“My birthright.” The words felt odd, yet familiar. The armor sat comfortably on her. It hugged her and felt like her mother’s embrace. She looked up, “I’m related to Private Pansy?”

Mm-hmm.

“Was this what you were referring to when you said that I… possessed something? Something… to stop Ladon’s queen?”

Luna stared at her. After giving her answer some thought, she responded, “No. That is not the thing you possess; however, the armor will assist you, should you venture to her lair.”

“Then what is it?”

Luna’s eyes darted to the corner of the room and back. “I believe that would require explaining more about the Queen than Celestia believes you are ready for.” She took a step forward. “Is there anything else before I give you your next task?”

She shook her head.

“Very well,” She looked at the wall behind Fluttershy and called forth, “You may step out of the shadows now.”

A pegasus flew from behind her with a burst of speed. She did a barrel roll and flipped around, summersaulting through the air. She forcefully landed in front of her with all four hooves touching down at once with a loud thud. She blew a few errant strands of black and gray mane hair out of her eyes. “Harrumph,” she grunted, eyeing Fluttershy with a bored expression. She looked behind her at Luna, “Really, Princess? Her?”

“Is there a problem, Agent Do?”

“Yea, I’ve been following her all day. No way, I can train her.”

“I thought you liked challenges? Is your name not ‘Daring’?”

Daring Do turned her attention back to Fluttershy and smirked. “Listen, girl. I’ve been watching you for longer than you could ever realize.” She began circling the pegasus, looking her up and down. “I know you’re not as scared-y and pathetic as you used to be,” she stopped and through her pith helmet, “but, your still a weakling,” she scowled. Her hat landed on Celestia’s throne.

Fluttershy looked at her with confusion. She looked up at Luna. She turned her attention back to the scowling pegasus before her. “You’re right: I am weak.” Daring Do raised an eyebrow. “I’m weak, and scared. But I have to do this.” Her volume rose with determination and an inner strength she had only felt a few times in her life. “I must do whatever it takes to help my friends and protect Equestria.”

Daring Do smirked and looked over her shoulder at the Lunar Princess, “I make no promises.”

“I do not expect you to. You’ll have three days before her accomplice arrives.”

She did a double take. “Accomplice? You didn’t say anything about training anyone else. I’m breaking enough of my personal code with this as it is.”

Luna made her way to the door. “She will not require as much training.” She paused and turned around, “If my sister proves me wrong, and her plan succeeds, you won’t have to worry about breaking your code. Just pray that I am wrong about this.”

The two pegasi watched as the door closed with a thunk and a click.

“Training?”

“Listen up, girl! I’ve only got a few days to teach what normally takes years, so listen and listen good.” Daring Do was scowling at her again. “I’m going to be very blunt about this: you will. Fail. Your. Mission.”

Eeep.

“Rule one: none of that squeaking nonsense. Some might think it's cute and adorable, but I don’t.”

“But, I don’t want to fail. I want to save my friends.”

“I doubt it.” She sat on her haunches and looked at her hoof.

Five

“What do you mean fail? What mission?” Fluttershy asked. She shivered.

Daring Do continued to ignorer her. She was sitting on her haunches and was attempting to pick something out of her teeth with her hoof.

Fluttershy shuttered and shivered again, as if a cold breeze had penetrated deep into her heart. From what she had gathered from what she heard Luna and Celestia argue about, Ladon’s queen was someone they had dealt with before. She recalled Ladon mentioning being sent to find the one who imprisoned her.

She looked to her side and caught her refection in one of the tall lavish windows. She studied the intricate cloud crest on the helm and the curled swished on the breastplate. The skirt that protected her flanks flowed over her hindquarters like a heavy wind. Even the smoothest parts of the armor had an intrinsic beauty. She briefly glanced at yawning Daring Do once more. She wondered if the owner of the armor, her ancestor, Private Pansy was the pony they sought.

She shivered once more before something inside melted her fears away. She felt a numbness wipe all her fears, her pain, her nightmares, away. She gritted her teeth as the numbness pulsed through every limb and feather.

Luna and Celestia had told her that her friends were safe. She had no reason to doubt them. Celestia had promised that she would send her troops to rescue them and defeat the Queen. She knew they would. Nevertheless, she would have to be ready. She did not know what for, but Luna had a point: currently, she was the only Element of Harmony. She might not have been as physically strong as Applejack, or as brave as Rainbow Dash, but she would not give up on them.

“I’ll be as strong as I can,” she said above a whisper, turning to face her “trainer”.

She gave no response.

“I’m going to train. I’ll protect Equestria until Celestia’s guards bring my friends back,” she spoke louder.

Daring Do studied something on her hoof and gave it an experimental taste.

Fluttershy gritted her teeth as her muscles tensed. When she realized that as far as Daring Do was concerned, she was not even there, she charged.

She ran forward. She released everything she had stored inside with each thunderous step. Her hooves pushed into the floor, propelling her faster with all her anger, all her strength. Her mind raced back to memories of the day before and of the nightmares and fears that haunted her dreams. Daring Do was briefly Ladon and she charged even harder.

The numbness within doubled and she felt nothing.

Daring Do did not even flinch. She barely moved, but it was enough to evade Fluttershy’s attack.

She skidded, her hoofs scraping across the floor. She jumped and turned to face Daring Do, landing in a crouched position, ready to pounce at her once more. She dropped her growling grimace when she heard a swelling sound emanating from her opponent.

Her chuckles increased in volume, until she was laughing menacingly. “So, you do have some bite after all.”

Fluttershy relaxed her posture, staring at her bewildered and surprised.

She gasped and backpedaled as daring Do launched and landed, their noses practically touching. “Hmm,” she looked her over, “you’ll need to work on your stance first.”

“Wha-”

Without warning, she was looking at the ceiling.

Daring Do’s smirking face appeared upside down. “Lesson one: always keep your weight low and centered.” She extended a hoof and helped her back onto her hoofs.

Fluttershy squeaked as she was flung across the hall, sliding on her side. She felt the smooth floor digging into her wing.

“Lesson two: reposition your weight to counter any attacks, and to be able to evade into any direction.”

“I thought you said to always keep yourself low and centered,” she winced as she stood up on shaking hoofs.

Daring Do smirked and chucked again, “You’re paying attention. Good. I was afraid you’d be one of those students who always ignores the rules until after they’ve fallen on their face a hundred times.” She looked up, trying to count in her head, “What are we at? Two? Three?” she shrugged. “Doesn’t matter; we’ll get that number so high they’ll have to invent a new number named after you.”

Fluttershy stared at her, unsure of what to do. She steadied her stance and prepared another charge.

“How ‘bout Flutterzillionshy? Shylon?”

Fluttershy was charging again. She concentrated, trying to keep her center of mass low and… centered?

She staggered and nearly fell over.

Daring Do looked over as she stumbled toward her. She jumped and landed standing on her front hooves on Fluttershy’s back.

“Lesson ten: let go of your mind. You need to let your instincts take over.”

“What happened to three?” Fluttershy asked, trying to catch her breath. “And four?”

“Three is ‘always be aware of what’re doing’.”

“Don’t some of these rules seem to… contradict each other?”

“Rule forty-two: don’t question the one trying to keep you alive.” Daring Do back flipped off Fluttershy’s back and landed beside her.

“Alive!?”

Daring Do grabbed hold of her and turned her wobbling head so they could look eye to eye. “You’re not gonna faint on me, are ya? Cause, I’d almost feel sorry about leaving you alone here while I go raid the kitchen.”

Fluttershy shook her head.

“Really? Not just a little tiny bit of consciousness?”

“Sorry,” she responded meekly.

Daring Do dropped her. “Darn, I could have really used a snack.”

Fluttershy jumped back, avoiding Daring Do’s outstretched hoof. As the punch grazed her bangs, she nearly fell backward. She quickly recovered and resumed her low stance just in time as Daring Do launched forward on speeding wings. She dropped and rolled to the side, avoiding yet another tackle. Without thinking, she bucked her rear legs.

Caught off guard, Daring Do spun around her outstretched kick and dove for the ground. Upon landing, she reached out, grabbed both of Fluttershy’s legs, and held her in place. Frustrated and annoyed, she grimaced and growled at her.

“I’m so sorry!” Fluttershy gaped. “I didn’t mean to try and kick you like that.”

Daring Do let go of her legs, her frown turning into a grin. “You kidding? With any luck, you might just survive,” she said looking around. “With any luck, you might not fail after all.” She finally found what she was looking for, and began to walk forward.

“But, I just attacked you.”

“Yea, so?”

“Attacking other ponies is wrong.”

“Tell that to Ladon and his goons,” she shot back. She looked up and took off toward the ceiling, eventually disappearing.

Fluttershy blinked. Sure, Ladon had attacked Ponyville, but that did not mean she had to be just as cruel. She had never liked fighting. Even when they tried to recover their elements during Chrysalis’s raid on Canterlot, she was not comfortable with what her friends were doing to try to break through the Changeling swarm.

The numbness returned. She did not know why, but there was peace in it.

She jumped back as a loud clanging resonated in her ears. Sun light poured through the throne room’s windows and reflected back into her eyes. Shielding herself from the glare with a hoof over her brow, she looked down at the strip of metal that had landed in front of her.

As swords went, it did not appear very special. It almost seemed too plain, in comparison to the prop swords she had seen in plays. The blade itself was a short broad strip of metal with a flat dull edge with the end rounded off. The hilt was covered with a black wrap and ended in a small bronze sphere for the pommel. The cross guard was a nondescript bronze bar.

Daring Do dropped back down from wherever she had retrieved the sword from, an identical one gripped in her teeth. She twirled and flourished the blade in wide circular arcs that sliced through the air with expert precision. She finished by scraping the edge across the floor. The scratching ring of the blade was emphasized with a shower of sparks. She brought the blade up in a dramatic pose and winked.

Fluttershy slowly backed away from her and the sword that lay on the floor.

Daring Do rolled her eyes for the ‘shy-inth’ time that day, “What now?”

“I can’t,” she stuttered, “I’ll practice dogging all you want, but I don’t want to hurt anything.”

The numbness began to grow. Despite the bliss it offered, she tried to fight it.

“Come on! You really think basilisks, or cockatrice, or Ladon are going to be fair. They got sharp fangs filled with poison. They got claws that can tear through almost anything. If you want to get through to their Queen, then you’re going to have to learn how to use a blade.”

“I… I can dodge their attacks.”

Daring Do blinked, “Really.” Her voice grew tenser. “You honestly think what you’ve been doing is dodging,” she snarled. “All you’ve managed to do is run around and jump out of the way. I could have taken you down over a hundred times.” She spat the blade out of her mouth and turned around. As she began to walk toward the door, she said aside, “I don’t know what Princess Luna was thinking. Why she thinks you can just walk into the snakes den, I don’t know.”

“Then, why don’t you do it,” Fluttershy tearfully retorted.

Daring Do stopped and turned around. She stared at her. She glared at her. “I have fought my way through hordes of some of the most terrifying creatures the Everfree can throw at a pony.” What began as a whisper grew with her ferocity as she savagely snarled at her. “I have faced off against manticores and chimera. I have survived going several rounds with multiple dragons, all at once. I have survived several encounters with fully-grown ursas. I have fought cockatrice and basilisks. I did it all without ending any of them. The one think I could never do, is face a veritable army of them. But you…” Her tone dropped to a whisper, “I could never face a Gorgon and live.”

Fluttershy stared at her, perplexed by her tirade. “Gorgon?”

Daring Do stared back, blinking in disbelief. “Forget I said anything.” She turned around and began walking to the doors of the main hall. She looked over her shoulder at Fluttershy one last time. “I have still yet to decide if I am going to help you.” She opened the doors and solemnly looked into the hall, “If you are here after diner, then I might be able to help you save your friends. Just know that it will only be possible with a sword. Only if you accept the,” she paused, thinking of how best to word her response. “Feeling coursing through you,” she finished.

Fluttershy flinched as the door clicked closed.

Why did she even care? She collapsed onto her haunches. She told herself it was due to exhaustion. She told herself that the armor was weighing her down. The first tears were because she had fallen down countless times. She told herself this and other things. She told herself everything but the truth.

She wiped her face and left the throne room, the swords Daring Do had tossed were still lying on the floor.

She wandered the hallways and corridors of the castle. She was not lost, but had no destination in mind either. They all blended together through her blurry vision. The paintings and tapestries that hung from the walls might as well have all been the same. She stopped and looked out a tall window. Canterlot shone with a brilliance like no other city. The marble and stonework reflected the light of the sun in ways the construction of Cloudsdale could never compete. Even the tall skyscrapers of Manehatten, although shinning with the brilliance of metal and glass, did not hold the allure of the capital.

Shadows moved and danced in the streets as the sun progressed across the sky, but even the darkness cast by the buildings onto the city streets held some intrinsic beauty. When had darkness begun to look beautiful to her?

She looked beyond the castle walls, beyond the shops and salons and spas, and beyond the walls that surrounded the city. Past the foothills, past the valleys, past the plains and in the shadow of the mountain at the edge of a dark foreboding forest, was nestled a small provincial town.

She placed a hoof on the window over the cottages and gardens. She traced the roads silently murmuring the names of ponies and businesses. She followed the empty pathways until her hoof hovered over a tiny purple glint at the edge of the town. It shone with the brilliance of a diamond, despite being so very far away, as if it existed only in a dream. After pausing, she continued down a street obstructed by a myriad of other shops and homes, but she knew it was still there. She could picture the carousal shaped home and dress shop clear as day, just as she could picture the cakes and frosting that adorned another building a few blocks away from it.

The all-encompassing numbness grew. It focused on and consumed her hoof, but she persisted.

She moved her hoof above the buildings and streets as if it had taken flight. Her hoof “landed” on a low altitude cloud. She saw pillars of pegasus design and waterfalls of liquid color. It was like a personal sized Cloudsdale. After another short reprieve, her hoof “took off” once more, soaring over a vast orchard. It circled a barn and farmhouse. The scent of hay and crisp apple pie and cider filled her nostrils.

Just beyond the farm was the edge of the dark ominous forest. As her hoof approached it, she flinched. The numbness turned into a burning. She could not bring herself to place her hoof anywhere near it. She wondered how she got to this point. When had she gone from a meek terrified weakling who was scared of her own shadow, to a pony contemplating marching into one of the most treacherous places in all of Equestria?

Nothing seemed to make much sense anymore. She sighed, all of the strength that she had shown the past few hours escaped as she deflated. She gave one last look out the window before turning away.

Thud!

Her armor clanked as she fell to the floor. Texts and notebooks scattered about her as loose sheets of paper fluttered downward on an unseen breeze.

“Ugh,” she heard a pony moan.

“Oh my gosh! I’m so sorry.” Without thinking, she quickly began gathering books and papers into a neat stack. After grabbing a book that had slid behind her, she stood up and handed the pile over to the blue unicorn standing opposite her with a like stack.

The two ponies blinked at each other in silence.

“Trixie?”

“Butter Shy?” Hesitantly, Trixie took her books and papers from Fluttershy’s outstretched hooves. After another awkward pause she said, “I like your armor.”

“Umm… thanks.” She looked down at the pristine armor that had once belonged to one of Equestria’s founding ponies. She only now realized how well it fit her, almost as if the ancient pegasi armorers had forged it specifically for her.

“So what brings you to the palace? Does Princess Twilight have you running such an important errand that you feel the need to forget to watch where you’re going? Trixie may have not been the most pleasant of ponies, but I always knew what I was doing.” She looked aside and added, “Most of the time.”

Fluttershy stared at her. She looked around. She had been so focused on keeping her mind off Ponyville that she had failed to notice how quiet the castle was. Each hallway she had gone down had been nearly empty, save for the occasional guard or servant. Another thing struck her as odd as she turned her attention back to Trixie:

“You don’t know…?” While she suspected Celestia and Luna were trying to keep the events of the previous day quiet, she knew Canterlot liked to talk, and she vividly remembered a good number of ponies being near the front of the castle when she “landed”.

“Know what?” Trixie looked at her with an air of suspicion.

She took a deep breath and said, “Ponyville was attacked by basilisks.” She blanched as the burning numbness ate away at her consciousness and everything went black.

Fluttershy awoke in her cottage. She was in her bed, under her blanket with her teddy bear. She saw five bright smiling faces hovering above her. Each marked with relief and happiness.

“Girls! I thought I lost you.” she exclaimed. “I had the most horrible dream: you were all captured by evil serpents and I had to train under Daring Do to rescue you.” She shivered, but smiled up at her friends. “I love you all so much,” she whimpered as the first tear fell.

“Yea, we know. No need to get all mushy on us,” Rainbow said nonchalantly flicking the tear away with a brush of her tail. “Now tell me more about learning sword fighting from Daring Do!”

“Well,” she began, looking away briefly as she tried to recall the dream, “I didn’t get to the sword fighting, yet.” Her expression brightened as she added, “Actually, I didn’t even feel like myself.”

“Really?” inquired Twilight.

Fluttershy nodded, “Yea, I was brave. I mean, I was scared and afraid, but I was strong and didn’t mind Princess Luna wanting me to go after you.”

“Of course, I’ve no doubt that push comes to shove, you can overcome any obstacle in your way. Shoot, you’re probably stronger than all us combined.” Applejack responded. Pride swelled in her voice and she stood taller.

“Hold up, no pony’s stronger than me.” Rainbow glared at her.

“I meant that she’s stronger emotionally,” she retorted.

“Pfft, whatever.” She turned to face Fluttershy once more. Her face ignited into a grin.

“I for one, have no doubt, you can beat Ladon and his goons.” Rarity nuzzled her.

Pinkie joined in, grabbing the two in a humungous bear hug of friendship and rainbows. “Awe, I wish I could see it. Maybe, I’ll be around for the big fight with the final boss.”

Soon, the others had joined in the hug, nuzzling and cooing in her ear. She embraced the feeling of warmth and love. She wrapped herself in their affection as if it was her blanket. Each of their faces reflected in her armor. A sheathed sword with a butterfly engraved on the pommel clattered as it was strapped to her side.

Fluttershy’s eyes opened. All she saw was the visage of Trixie. She looked pale.

“It wasn’t me; Trixie swears it upon Luna’s moon.”

She groaned as Trixie helped her back up. She could feel cold dry streaks that felt as though they started near her eyes and ran down the length of her face. She murmured something. Her voice sounded like a ghost of its former self.

“Are you okay?” Trixie worriedly asked quickly, as if she felt the need to rush the question before she forgot.

“I’m alright.” She lifted herself up and looked inquisitively at the white linen sheets. The armor had been removed and delicately placed in a corner of the small room. She stared at Trixie again.

She seemed so caring. When had that happened? While Trixie was technically under the spell of the Alicorn Amulet the last time she had seen her, she was still rude and inconsiderate of others. Twilight had said that Trixie seemed open to changing her ways, but her friends had their reservations. Fluttershy believed everyone was capable of change, but this openness seemed… sudden. What had caused Trixie to, suddenly, care about another pony’s wellbeing?

The shadow of another pony cast by the light of the nearby window ruffled its wings. “I blame myself for what happened,” Luna’s voice washed over her like a soft ocean current. “I thought by corralling you’re nightmares, you would be more up to the challenge I had set before you.” Her head was tilted down and her eyes were closed tightly.

“What are you talking about?” Her eyes widened in sudden realization.

“I was the reason for your newfound bravery.” She finally looked up with sad eyes, “There are many reasons to why I enter and interfere in the dreams of ponies in the way I do. I leave it up to the dreamer to interpret the situation and how best not let fear cloud judgment. It is why I only intercede on the behalf of ponies who risk letting their fears consume them. I felt that temporarily blocking those thoughts from you would make the process easier. Or, at the very least… postpone your overcoming of your nightmares.”

Fluttershy looked back at her. She did not know what to say. She was confused, and above all, she was frightened. She could feel pain welling up inside her heart and the pit of her stomach. She felt sick. She flopped out of the bed and shoved her face into a waste bin.

Luna flinched but did not turn away. Trixie ran through a door to the right of the bed and into a washroom.

Fluttershy stood up after nearly a minute, still slightly green in the face. She smiled gently, “I…” she paused and wiped her face, and tried to swallow away the vile taste in the back of her throat. “I don’t blame you.”

Luna bowed her head.

“Really, I don’t. You were just trying to help me.” She placed a hoof on Luna’s shoulder. “But, I-I did remember. I knew the whole time what had happened. I guess… I guess I just didn’t want to admit that Daring Do was right. That I cou-could fail. I wanted to prove her wrong. I wanted to train and become stronger… like my friends are.”

Luna’s voice became softer, “That was all my doing.”

“What?”

“That was the nature of my spell. I manipulated you. I blinded you to your true self. You essentially became a puppet.” She looked away.

Fluttershy had no response, so she did the only thing she could do: she embraced her in a gentle hug.

The door to the washroom opened as Trixie returned. “Trixie is much better now,” she announced.

“I’ll still do it.”

Luna cocked her head and looked at the gentle pegasus holding her.

She looked up into her eyes, “I want to learn how to save my friends.”

Luna looked over at a shrugging Trixie. She looked back at Fluttershy and asked, “Are you certain of this. There is every possibility that Celestia’s guard will succeed in their endeavor. You need not follow through with this. I was foolish to believe that you were capable of harming another creature.”

“Even if they do, I need to know I can. I… I want to be able to defend myself. I’m no longer the scared lonely pony I was when Nightmare Moon arrived in Ponyville. My friends have helped me so much. They don’t care that I’m weak and helpless. They love and accept me for it. I-I need to prove to them. To myself, that I am willing to do whatever it takes to repay them for all the kindness and love they have shown me. Even… even if it means I have to k-”

She could not finish the word, but she did not need to. Luna and Trixie could feel the weight of her words. Deep down, Luna hoped it would not come to that. She prayed that Fluttershy would not have to go through with such a terrible thing. The shadow of that road was far too dark for her. She did not want to coddle anyone, but she knew that out of all the Elements, Kindness, in all its forms, would never survive such an event.

One

Author's Note

I am aware that the first half of the first chapter seems pretty weak (at least in my opinion). I also could see Fluttershy as being out of character later on.
I do hope you at least give it a chance and give me some much needed Criticisms.
Thank you!

One

The afternoon sun lit up the vale with bright streaks of golden warmth as a light spring breeze blew and swerved around and through the grasses and flowers that dotted the landscape. Birds sang sweet songs to each other from one tree to another. Squirrels and rabbits darted around the trunks chasing after one another.

Fluttershy took in a deep breath as she inhaled the sweet smells of flowers and the last remnants of dewdrops that clung to blades of grass in the shade of a birch tree. Shrubs and bushes swayed as critters ran back and forth, enjoying every moment of the perfect day.

A slight rustling of a nearby bush startled her and brought her out of her daze. She paused for a short moment and breathed a sigh of relief as a snake slithered out of the foliage. “Hello there,” she smiled warmly as it slithered its way across the path. “I don’t think I’ve seen you around here before.”

Lavender and crimson markings swirled and spiraled around its gray body. It looked up at her with unblinking red eyes and “tasted” the air with a flick of its forked tongue before continuing on its way toward some unknown destination.

Just as she was about to take a step forward, she froze. She tilted her head and squinted. The snake was converging on several more, almost like a herd. Perplexed, she watched as more joined the slithering procession. After several quiet seconds of watching the strange scene, she lifted herself off the ground and flew after them, making sure to keep a far enough distance to not startle them.

She could not tell what it was, but something just did not feel right. She strained to swallow a thick lump in her throat. As she hovered closer to the first buildings of the town proper, she took notice of more serpents moving toward the center of town from nearly all sides. Most of them appeared to be of average varieties, but she was beginning to see more of the odd species that had first appeared before her. She bit her lip as she looked at their path.

While the gardener snakes appeared to be coming from the valleys and neighboring farmlands, the strange gray and silver serpents with the odd markings appeared to be coming from…

“... The Everfree Forrest?” she murmured to herself in apprehension.

As the odd procession continued on, Fluttershy saw ponies looking out their windows and from storefronts in confusion. A mare stopped in front of a produce cart rolled her eyes as a grown stallion perched atop her, squealing like a tiny foal.

“Hey, Fluttershy!” the pegasus waved with a smile.

“Umm... good afternoon, Blossomforth.” She gently settled down, giving the serpentine procession one last glance before returning her attention to the two ponies before her.

“I really wish you would have given us some notice before parading all your snake friends through Ponyville.” She tittered as she glanced up at the dark pegasus quivering atop her shoulders. “You know how much Thunderlane here loves the slithering things.”

Thunderlane shifted uneasily, doing his best to keep as far from the ground, and the snakes as possible. “Hey,” she stammered. He quivered once more before retorting defensively, “I can’t help it if I’m the only sane pony you can see that those things have sharp pointy things in their slimy mouths. I mean look at those eyes—” he squinted “— all… beady looking.” One snake paused in its trek to glare at him, stuck out its tongue, and appeared to “raspberry” up at him.

Both mares did their best to stifle their laughter as the snake continued on its way.

Fluttershy returned her attention back to Blossomforth. “Actually, I have no idea where they all came from or why they are all migrating through Ponyville. I’ve never heard of anything happening like this before.”

“Maybe they’re invading and are here to claim Ponyville as their own.” Thunderlane shook even more as he covered his head with his forelimbs in a vain attempt to hide from the “evil serpents” and their pointy teeth.

Blossomforth rolled her eyes. “You do remember that you have wings, don’t you?”

He blushed as he hovered off his “perch”, pulling his body inward in and attempt to avoid the ground as much as possible.

“Right… Well, Flutters, if you figure out what’s going on, be sure to let us know.”

“I’m sure you’ll have nothing to worry about.” With a nod and wave goodbye, Fluttershy continued to follow the procession. Everywhere she looked, she saw snakes of all kinds and sizes winding and slithering their way through the quiet town. Ponies gawked at the spectacle from restaurants and stores, second story apartments, and small homes. It seemed like they were all congregating in the center of town; however, they diverted at the last minute. Fluttershy stared in disbelief as the veritable serpentine army slithered their way forward and came to a halt before the purple tree-like structure before them.

The Castle of Friendship gleamed in the noonday sun. It stood tall and resolute; giving off an aura that everypony within the hamlet basked in ever since it sprung forth from the earth. She flew over the crowd and gracefully landed in a space that had been left open in front of the castle’s entrance. Fitfully, she looked around at the spectacle before catching the eye of five other ponies sharing the clearing with her.

Pinkie raised a hoof and began to open her mouth.

Before she could say anything, Fluttershy answered the question she knew they were all thinking. “No, I do not know where they all came from,” she shook her head, “and I’m not certain what they’re all doing here either.”

Pinkie Pie closed her mouth and lowered her hoof.

“Have you tried asking them,” Applejack responded, briefly glaring at the serpents. “I don’t mind having these things around to scare pests and such away, but this seems a might excessive.”

“Well—”

“Yea! Spill it why don’t ya.” Rainbow was nose to nose with one of snakes, locked in an unending staring contest of death glares.

“Do you even know what kinds they are?” Twilight shivered, “I don’t think I’ve even seen these silver ones with spiral markings before. I sent Spike back inside to get me a book I think mentioned something like them before, but I don’t know why I wouldn’t remember.” She tapped her chin with a hoof and absentmindedly stared off into the sky in thought.

“Those came from the Everfree forest,” Fluttershy whispered from beneath her mane.

“I’m sorry, what was that, darling? If I’m not mistaken, you said the ‘Everfree forest’?” Rarity questioned with a bat of her eyes.

“Umm… yes.”

Her friends all looked at her, perplexed and confused. Everypony, with the exception of one.

“Twilight,” Spike called out with excitement as he emerged from the castle. He hobbled down the front steps and rushed over to where she and the others were gathered. “I found the book you wanted.”

“Oh! I know that one! It’s the one that taught her about the Mirror Pool.” Pinkie beamed with pride at having figured out the contents of the tome the young drake was handing over to her purple friend (who was also totally an alicorn princess).

Twilight’s eyes darted back and forth across page after page as she skimmed through the tome that had once been hidden within the walls of Ponyville’s former library. How it had survived the destruction, she did not know, but that was of no importance at this time. She tongued the inside of her cheek in pensive concentration as she delved deeper into vast well of information resting in the glow of her telekinetic grasp. A grunt from behind nearly broke her free from her stupor, but she continued onward even as the grunt turned into a growl.

Twilight strained to keep her focus through the growling and grinding of teeth behind her. “Rainbow, I’m trying to figure out why these snakes, that Fluttershy says came from the Everfree forest, are gathering here along with every other serpent.”

“Well, you’re not in a staring contest to end all staring contests with that book,” Rainbow growled through gritted teeth.

“Rainbow,” Rarity gasped, “Your colors!”

“What about them?” Rainbow refused to look away from the serpent. Several more had joined it. Their piercing gazes locked on to Rainbow’s eyes.

“I hate to break it to ya, sugarcube,” Applejack’s mouth hung agape as she stammered, “but, you’re looking a mighty bit… grayer than usual. Almost like your colors became muted from one to many washes.”

“Gray?” She tried to tilt her head to look at her mane. She tried to give her friends a bewildered look. She failed. “Umm… Twilight, can you hurry up with the egg-heading already?” Her voice sounded more stained; as if she had to force herself to do so much as move her lips. She grimaced as more of the serpents gathered before her, their red eyes locked, unblinking, onto her.

Twilight nodded in oblivious silence, not looking away as she continued her perusal.

“You think it’s the snakes?” Pinkie asked, despite knowing the answer. To her it obviously had something to do with them. She had watched as Rainbow become even less “rainbow” as more snakes had joined the first. The question was who would do something about it first.

“Well, I for one won’t let a bunch of slimy disgusting snakes harm another colorful hair on our Rainbow Dash.” Rarity’s horn began to glow as she readied a spell. With an exhaled snarl, she unleaded a burst of magic between the pegasus and the crowd of serpents scorching the earth. The ground exploded as dirt and ash burst forth from the impact point. As the dust settled, Rainbow and the snake army were still holding each other’s gaze.

“Aha, I know what they are!” Twilight beamed brightly, nearly hovering in her excitement.

HishRawh!

Twilight nearly dropped her book. Her head darted around, looking around for the source of the monstrous roar.

“Let me answer for you, little pony.” The hissing voice drew the attention of everypony in attendance. By this time, a small crowd had gathered around the castle, filled with curiosity and fear regarding the town’s newest occupants. However, their attention was now drawn toward their resident princess’s castle, or more specifically, the massive serpent that was winding its way around it.

Every serpent flicked their tongues and hissed in unison as the massive snake silently looked over everypony and snake in attendance. Its crimson and lavender etchings appeared to pulse with an internal glow as they swirled around its undulating sliver body.

“If I could move, I’d kick you right in your ugly face!” Rainbow growled through gritted teeth. “Rarity! Do your flying kick attack!”

“What!? Why me?”

“Why, you? Just half a minute ago you were all ‘hey, I’m totally going to defend Rainbow’s honor, cause she’s so awesome and stuff’.”

“But, that was before a giant snake thing wound its way around Princess Twilight’s tree castle, darling.” Rarity’s voice quivered along with the rest of her.

“Twi, now would be a great time to start spouting some of that exposition.” Applejack and Pinkie were crouched in ready stances, prepared to lunge at a moment’s notice.

Pinkie looked at Applejack with a large bright smile, “What are we getting ready for?”

“I don’t know.”

“Basilisk,” Twilight murmured. Her voice was shaking almost as much as her legs. “They’re all basilisks.”

The basilisk shook its head, a look of disappointment hung on its face and it chuckled, “My children are basilisks. I am Ladon: their ruler. Their patriarch.”

By this point, Fluttershy had backed away into the growing crowd of awestruck and terrified ponies. She tried to breathe, but it felt as though she were drowning. Her heart pulsed and throbbed to the point she thought it would burst forth from her chest. “I... I should have known. Why didn’t I recognize them at first?” She whimpered as a tear or two slowly formed in the corner of her eye. She let one fall to the ground. She shuttered. She grimaced. She growled. Her eyes pulsed with unseen energy as she locked her stare onto the beast.

“Girls!” She shouted, taking one quivering step forward, “Whatever you do, don’t look into their eyes.”

“Thanks for the warning.” Rainbow was nearly completely in grayscale and her coat had taken on a coarser texture.

HishHa! Ladon’s laugh shook through Fluttershy and her friends as row after row of snakes and basilisk joined him in his revelry. Fluttershy lost focus and was not able to push her stare into his own. “Do not fret little ponies. I only seek she who has wronged my Queen.”

“Your Queen? Do you mean Chrysalis?” Rarity looked up at him in confusion.

Ladon let out another laugh, before his massive head was nose to nose with the shaking unicorn. “No.” Rarity was suddenly encased in stone.

“Rarity!” everypony gasped as the crowd scattered in a panicked frenzy.

HishRawh!

Every basilisk and serpent exploded from where they had waited, chasing after Ponyville’s citizens. Screams and crying were met with hisses and snarls.

HishHaha ha-ha ha! Ladon’s laughter added to the chorus of chaos that had befallen the town.

Twilight, Pinkie, and Applejack rushed behind a shrubbery, joining Fluttershy as Ladon finished the job his children had started, petrifying Rainbow Dash into a stone statue of a pegasus glaring with unending defiant anger.

“Whatdowedo!? Whatdowedo!? Whatdowedo!?” Pinkie hyperventilated, shaking Fluttershy.

“We have to stop them.”

Pinkie stopped shaking a thoroughly dizzy Fluttershy and rolled her eyes. “Well duh, Twilight; but, how?”

“What about that stare of yours, Fluttershy?” Applejack asked. Despite maintaining a neutral expression, her voice still wavered.

“I tried it, but I think it will only work if I can look him eye to eye.” Fluttershy hesitated, and avoided her friends’ gazes. “Even if I could give Ladon the stare, I don’t think I would be able to convince him to get his snakes to leave…” Her voice tapered off as she tried her hardest to avoid their eyes even more. She did not want to admit that the real problem would be convincing Ladon to release Rainbow and Rarity.

She had once convinced a cockatrice to release Twilight and one of her chickens, but in doing so she almost became petrified herself. Not to mention that one had been young. There was not telling if she would be able to succeed against something as strong as the “ruler and patriarch” of the basilisks. She had heard stories of basilisks. She knew of their powers: their fangs excreted one of the most dangerous poisons in all of Equestria, and the stare of an adult could be more effective than that of a cockatrice.

“Ahhhh! Help!”

The four ponies peered over the hedge. A large basilisk as large as a tree trunk had coiled around Spike and was slowly constricting itself. While it was dwarfed by the might of Ladon, it was still much larger than any snake any of the four remaining ponies could have imagined. As it tightened its grip, Spike yelped out again.

“Come out and surrender, imprisoner of the Serpent Queen!” Ladon was staring at their hiding spot from where he was coiled around the castle. “I promise that I will not hurt your friends.” The corners of his mouth curved upward in a devilish grin. He flicked his tongue out once, savoring the sweet taste of fear that hung in the atmosphere.

All around, ponies were fleeing. Several had failed and had become petrified statues in various states of despair. Some were frozen mid gallop, while a group appeared to have tripped and were in the process of holding each other when they had been met with the piercing gaze. It was evident that there was more than one fully-grown based on how many ponies had been turned to statues of their former selves and how quickly it happened.

Twilight worriedly ducked back behind the bush. She shakily exhaled a breath before looking at her friends and prepared to speak.

CRASH!

A massive gray tail slammed into the bush covering their hiding spot. Twilight jumped back with aid from a hard flap of her wings. Her horn glowed as she released a pulsing wave of manna that shoved Applejack and Pinkie Pie and pulled Fluttershy alongside her and out of the way of the basilisk’s tail. They pulled themselves back to their hooves as the dust began to settle.

“Is everyone alright?” Twilight called out.

“I think so,” responded Fluttershy. “Eeep.”

The basilisk holding Spike was in between the two groups of ponies, with several smaller ones slithering toward them from all sides.

Twilight gritted her teeth and shot several discharges of magic at the oncoming snakes. She launched blast after blast into the snakes, alternating from the ones approaching her and Fluttershy to the ones drawing closer to Applejack and Pinkie. Still, they approached. She looked around, trying to get an idea of their current situation. Maybe, there was an opening somewhere? She and Fluttershy could probably fly away, but that would leave Applejack and Pinkie. Even if they could pick them up, they would have to get around the basilisk separating them, first.

Defeated, she said the only thing she could think of, “When you get the chance, run.” She began charging up her most powerful blast, yet. She strained as the magic built up in her horn. Her weight was pressed into the ground and her hooves began to sink into miniature craters. Just as several small basilisks were about to pounce onto her friends, she released.

The beam of purple light shot from her horn, burning its way toward the approaching snakes. The air sizzled and crackled around the beam, as the smell of burning ozone filled the scene. It pierced deep into the earth, right between Applejack and Pinkie. Dirt and debris burst forth from the impact site, as the energy beam exploded in full release of magic and energy.

Twilight grabbed Fluttershy and pulled her up into the air. They pushed their wings hard, gaining as much altitude and speed as they could find as they flew north. Briefly, they glanced back. The basilisk had ignored them, and had lunged after the two earth ponies. Pinkie dodged, her eyes closed to its cursed stare and ran west and into an alley. Neither could see what became of Applejack amongst the bedlam.