Father of a Thousand Sons

by dangerbrony

Rating: teen
Tags: Trixie, Spike, Other, Adventure, Crossover, Gore, My Little Pony: Friendship is Magic, Alternate Universe, Human, Main 6
Length: 20217

Magnus the Red, Primarch of the Thousand Sons; one of my favorite Warhammer characters. For 11 millennia I have had his powers and his memories; living in shadow. Now the world will need my help to survive the coming storm and I must reveal myself.

For millennia I have watched this world, unable to influence it. Then, a thousand years ago, I was freed from my prison. I stayed in the shadows, influencing the world in subtle ways.

Now with Luna's return I reveal myself. They will need my help if they are to survive what I have foreseen. My name is Magnus and I will not fail again.

Disclaimer 1: This is a displaced story. If that isn't your thing please don't read it. No, seriously don't read it.
Disclaimer 2: I will be playing around with Warhammer canon so don't freak out if some things don't add up at first.

Published 2016-01-02 01:30:03 UTC
Last updated 2016-09-26 00:55:23 UTC

A Polite Talk

Author's Note

I'd like to apologize for how long this took me to make. I just couldn't get it to feel right and to some extent, it still doesn't, but I realized that I don't currently have the ability to do so. It would be months or years before I developed the skills necessary so I decided I would get it as good as I could right now and get it out to you guys. Comments and criticism are welcome and encouraged and I hope you enjoyed the chapter. Also, I'm still having that problem of my centered images realigning when I upload to here. Does anyway have a way around that?

A Polite Talk

Chapter 2

The voice startled the ponies out of their happy revery, and, still on edge from their earlier ordeals, immediately turned to the source, ready for anything. Despite that, many of them were still surprised.

Standing at the other end of the room was a huge biped in ornate golden armor. He--they assumed it a male from the voice--must have stood four meters tall. His shoulders were broad and his bared arms rippled with muscle.His skin was the angry red of heated metal and his hair a crimson curtain down his back. Two horns protruded from his breastplate and curled up to the level of his head and two more came from his back and curled even higher. The color of his eyes seemed to shift and change, dancing in the limited light of the new dawn.

Luna, at least, didn’t seem particularly impressed. “Your castle!? This is our castle!” Luna yelled with the vehemence only those defending their homes could muster. Before anybeing could respond to her assertion, Celestia stepped into the foreground to confront the giant.

“What do you want? I warn you that any hostility will be met with force.”

“If I were hostile, I wouldn’t introduce myself. What I want is to have a conversation with all of you. We have much to discuss.” Magnus gestured to the doorway. “I suggest we retire to a more appropriate location.”

Without waiting for a response, Magnus turned and started down the stairs. Luna and Celestia looked to each other, and even after all the years apart they could still communicate without a single word. The two warily followed Magnus down the stairs, though neither allowed it to show. They were rulers and so they made sure to seem at peace for the sake of their subjects.

The newly chosen Elements of Harmony stood frozen for several moments, unsure of what to do, before Celestia and Luna gestured for them to follow. They trotted to catch up with the two alicorns. The group tried to mimic their leaders’ grace, though none of them succeeded or even came close, really.

Not a single word was said for the first several minutes, the sounds of Magnus’ armored tread and the clanking of the chain and heavy book resting on his hip drowning out the softer hoof steps of the ponies. He confidently strode forward, his cloak of multicolored feathers swishing just above the ground, forcing the others to hurry or fall behind. The two royals knew that walk. It was the stride of someone that knew they were in charge and was deliberately showing their superiority. They were determined not to let the mysterious stranger take full charge.

Eventually the quiet was too much for Pinkie Pie to stand. “Where are we going?” she asked from the back of the group.

“The throne room,” Magnus replied without so much as looking back. To Pinkie, such a curt reply could only mean one thing.

“You don’t talk much do you?”

Magnus didn’t deign to answer that. Pinkie, of course, took that as confirmation and became determined to get the strange giant out of his shell.

As they entered the room, Magnus moved to the side to allow the ponies to move towards the twin thrones unobstructed. As the diarchs climbed the stairs to the dais, the Elements looked to each other, unsure what to do. A problem solved by a small gesture from Luna to come stand by the thrones. These ponies were her saviors and rightfully deserved elevation.

“Now that we are here, do you mind telling us more?” Celestia asked, always the diplomat. Though in truth, beneath her calm exterior an emotional whirlwind swirled across her mindscape. Her defeat by Nightmare and reunion with Luna had already exacted their tolls and playing the diplomat after so much was proving straining even with her millennia of experience. It didn’t help that this Magnus character was unlike any being she had ever met.

“Simply enough, I want to speak of the future. Tethra is going through a time of trials and change. The next few years are going to be tumultuous and you are all central to ensuring the survival of the world and its harmony. I will train you to improve your chances.”

“Train us? Celestia and I have centuries of experience dealing with the problems of this world. What makes you think you can teach us anything?” Luna asked with a roll of the eyes, treating the whole thing like most adults treat a child telling stories.

“I have millennia dealing with the problems of other worlds as well as this one,” Magnus replied. Technically speaking, causing problems for the Imperium counted as dealing with them. “In addition, I have abilities nearly unheard of in this world that you'll need to learn to combat in the future.”

The ponies exchanged a disbelieving glance.

“Come on, even I wouldn’t fall for that one,” Pinkie called out

“I have to agree with Ms. Pie. While I’m aware other worlds exist, I have all portals closely monitored and have seen nothing like you come through,” Celestia said

“I’ve been here for eleven millennia, and I didn’t exactly go through a conventional portal,” Magnus responded with almost casual dismissal.

“Absurd. Ponies as a species haven’t even been around that long,” Luna shot at Magnus, hoping to put him on the back foot for the rest of the talks. Magnus merely responded with a raised eyebrow.

“True, ponies only evolved to this point 4,243 years ago or so, though you were on the edge of sapience for quite a while beforehand. Now, can we move beyond my age or are you all going to get hung up on this?” Magnus said as his emotionless facade began to crack with exasperation.

“Since you are saying it’s part of your credentials, I do believe we will need some evidence,” Celestia responded with her sternest visage. This conversation was quickly proving fruitless and her patience was beginning to wear thin.

“What exactly do you want? There’s no way to definitively prove my age. Any object I produce could have been obtained later and any story I tell could be pure fiction. So unless you have a spell to determine my age, which I doubt, you’ll have to take my word for it. Now, can we talk about the other part of my claim you all seemed to ignore?” Magnus’ irritation was breaking through more and more. These stubborn ponies were making things far more difficult than they needed to be.

“I fail to see why we should. A claim made in the same breath as such a blatant lie cannot be taken seriously. The only reason we’re listening to you at all is because of the nature of your appearance, in both senses of the phrase,” Luna spoke with just a trace of smugness creeping into her voice and mannerisms.

“Very well then, we’ll cut straight to the heart of the matter. If you can prove you don’t need my training, then I won’t bother you again. On the other hand, if you fail, you will start training as soon as possible. Agreed?”

The ponies looked to one another before giving a response. “If you’ll excuse us, I believe this requires further discussion.”

“Very well,” Magnus said before he turned and ducked out of the room.

Rainbow Dash came out to get Magnus fifteen minutes later. When they entered the room, the princesses were quick to call Rainbow back to their side.

“Magnus the Red,” Celestia said. “After reviewing your assertions and discussing it amongst ourselves, we have come to a conclusion. We will allow you a single chance to prove yourself. Should you prove false we shall leave immediately and you will bother us no further, are we agreed?”

“I’m glad to hear that. If that’s the case, then go ahead and try to leave.” Confused, the ponies hesitantly strode towards the doors while exchanging odd looks with each other. Magnus let the ponies walk by him. However, before they reached the door a voice rang in their heads.

+Stop.+

The group collectively halted, though they knew not why.

+Turn around.+

Again, the ponies couldn’t help but turn around. Their eyes widened in fear and their muscles tightened in resistance.

“What are you doing to us!?” Twilight called out in horror and dismay.

“Testing you. I claimed to have abilities you hadn’t seen before, this is one of them. Break free and stop me, if you can’t even resist this much, you are doomed.”

+Kneel.+

The mortal ponies immediately fell to their knees. The two alicorns were more stubborn. They fought against the voice with all of their wills and after what seemed a lifetime they stood full and strong against the giant. “We will not kneel before a monster like you. Nor will we allow you to continue tormenting our subjects,” Luna said with a growl in her voice.

Luna and Celestia rushed at Magnus. The two instinctively feel into old battle formations, Celestia took the lead and veered to the left while Luna lagged slightly behind and shot right to split their opponent’s attention. As they closed in on Magnus, they noticed he hadn’t reacted at all to their charge. Thinking Magnus was too stunned at their resistance to act, they decided to take advantage of what seemed a perfect opportunity and charged straight at him.

Before their unified blow could strike, Magnus lifted a single finger. Such a simple gesture the royals thought nothing of it, yet an instant later they were once again frozen in place, though there was no voice this time.

“You threw off my mental commands. Let’s see if you can overcome my telekinesis.”

Celestia and Luna grunted and strained against the invisible bonds. Their horns lit, throwing as much magic as they could against their restraints. The effort quickly wearing down their already exhausted bodies. Luna stopped trying altogether, her power greatly diminished from the Elements of Harmony cleansing her earlier.

“Disappointing but not surprising. What about you, Celestia? Can you stop me or are you as weak as the others?” Magnus’ inflection stayed calm and precise. No derision, merely curiosity. Regardless, the words spurred Celestia on.

With a final burst of golden light, Celestia freed herself and pushed forward into Magnus. Her fury lent strength to her blows. Not a fury for herself but for her sister and subjects. Say what you like about Celestia, she’s heard it all before and couldn’t care less. Insult Luna and her saviors? That’s an entirely different story.

Blow after blow rained down on the armored behemoth. Celestia’s wrath only left room for attack. To stop was unthinkable. Spell followed kick followed horn thrust. But each spell seemed to impact on thin air before it reached Magnus, each kick was knocked aside our caught in Magnus’ sizable palms, and each horn thrust was dodged with an agility belied by his size. Even with all that and despite not taking any significant damage, Magnus was being pushed back.

As his back hit the wall Magnus decided to start the next part of the test. “Your physical strength is impressive, an equal to my brothers, but there's more to combat than strength. Let's see what happens at the next level.”

As Celestia came in for another attack she could feel her mind being assaulted once more. She faltered as she shook off the mental attack, even if only for a moment. Magnus was quick to notice. He grabbed Celestia by the throat and flung her into the wall. The wall cracked with the impact, the boom echoing through the room. Celestia tried to rise but her body refused to listen, and she slumped down mere feet from Twilight and her friends.

“I see. I could kill all of you right now and you would be as helpless as newborns.” Magnus marched forward, his hands igniting into iridescent flame. Celestia flinched as she saw the flame shoot towards her. She braced herself for the searing heat. She waited one second, then two, then several. Either this was the slowest blast in history or he had somehow missed her. She opened her eyes to see the giant had come to a stop just above her. She looked up to meet his gaze, his eyes were cold, the red and gold of his irises unnerving.

“Now you see how weak you are. You thought you could handle anything because you’ve taken care of one world for a few centuries. I have seen millions of worlds, each with their own threats. Your arrogance has led to your downfall.”

“I know when I’m defeated, I accept my loss,” Celestia said, her voice hoarse.

“Pathetic. I expected better of you, Celestia. Why have you already given up? Your moon is returned but your sun is still missing. Fight, Celestia, or it will stay that way.” Steel crept back into Celestia’s eyes, though her body was still weak. Magnus reached down and gently lifted Celestia up, setting her down near Luna’s collapsed form. With another lift of a finger, Magnus released the other ponies from his thrall. They promptly collapsed on the floor, exhausted from their struggle. “I hope you can appreciate why I wanted to train you now.”

“What... was... that?” Twilight asked between heavy breaths.

“Applications of telepathy and telekinesis, if only at their barest levels,” Magnus replied.

“What!? Bare my fabulous flank!” Rarity exclaimed.

“Well, bare for me. I thought it best to restrain you before anyone got hurt.”

“The best offense is a good defense, right?” Pinkie asked, already back on her hooves and jumping around.

“That’s certainly what Brother Dorn thought. You seem to be taking this quite well, Miss Pie. The others are still recovering and you’re already back to normal. Impressive, most impressive,” Magnus said with a note of admiration in his voice. The others didn’t realize it at the time but Magnus is rarely impressed by mortals. That he would acknowledge her recovery time truly meant it was extraordinary.

“You have to be able to roll with the strange things that happen if you throw as many parties as I do, silly billy,” Pinkie replied as she bounced around her friends, checking on them.

“Well, at least one of us is okay. My head’s killing me,” Rainbow Dash said in an even raspier than normal voice.

“Quit yer whinin’, RD. We’re all feelin’ like taffy fresh from the stretchin’ machine,” Applejack said.

“Mmm, taffy sounds good right about now,” Pinkie said, licking her lips.

“As fun as it is listening to you guys, don’t you think we have bigger problems? Like the giant red biped that nearly killed Princess Celestia standing right next to us. Anyone remember that?” Twilight said with as much snark as she could muster at the moment.

“You are correct, Twilight Sparkle. We agreed to a test, why did you turn it into an assault, cur?” Luna asked angrily.

“I wanted you to see what I would be training you to prevent. Others with similar abilities will come here and challenge your peace. If you couldn’t overcome that, then you would almost certainly fall at some point down the line,” Magnus said with an air of superiority. “I was impressed with how well you and Celestia dealt with my mental domination and even more so that Celestia broke my grasp. The two of you will need less training than the others but you do need training still.”

“I’m weak from being cleansed by the Elements of Harmony. If I were at my full strength then you would have faced both of us after breaking your hold,” Luna said defensively.

“I’m sure. The point still stands, however.”

Celestia had caught her breath by this point, though her body was still sore. “If it can prevent me from feeling so helpless to protect the ones I love, then so be it. But know that I will not forget this, Magnus the Red. There will be a reckoning one day.”

“Noted. What about the rest of you?” Even with a declaration of vengeance ,Magnus didn’t seem to care beyond recording the information, his mask of aloofness firmly back in place.

The other ponies were shocked at Celestia’s agreement and so took a few moments to respond. The six element bearers looking to each other and nodding in confirmation. Luna merely stared at her sister before she too slowly gave a nod, though she refused to look away from Celestia as she did so

“Excellent. Training will be held every other day for those staying in Ponyville and whenever can be allowed for the others. The country comes first, after all. Speaking of, the Princesses and I have a few more things to discuss, I believe.” Magnus turned to the group of mortals. “Please excuse us for a minute,” Magnus said before he gestured politely for them to leave.

“I don’t get it. You just got what you wanted and you still aren’t smiling!” Pinkie cried, pointing an accusing hoof at Magnus non-smiling face.

“We are in the middle of business. Emotions can complicate things and so I control them. I will be teaching you to do the same,” Magnus responded with a hint of condescension.

“I swear by all that is laughter that you will smile someday!” Pinkie declared self-righteously.

Magnus once again gestured for the group to leave. Twilight was the first to start moving though with great hesitance and constant glances back at Celestia and Luna. The rest started to file out, Pinkie waving cheerfully while Rainbow gave Magnus the “I’m watching you” gesture.

“What do you wish to discuss with us, blackguard?” Luna asked, eyeing the red biped suspiciously.

“My role in Equestria and its defense. I am willing to fight for you, though I have several conditions just as I’m sure you do. Why don’t we start with your conditions and we can come to some kind of agreement?” The two alicorns looked at each other dumbstruck. For such a powerful being to freely offer their aid was unusual, to say the least.

“Excuse us for one minute, Magnus the Red. We’ll have to discuss this amongst ourselves before we go forward,” Celestia said.

“Of course.”

Celestia and Luna walked off a suitable distance to make sure Magnus couldn’t overhear and began to discuss what they might do.

“He must think us new born foals if he believes we’d just go along with what he’s saying,” Luna said quietly.

“He seems willing to have restrictions placed on him. A being of his power could be a great asset. We’ll have to make sure we don’t give him any loopholes to exploit, of course,” Celestia whispered.

“Yes, an ironclad contract signed in blood,” Luna said angrily, still miffed that she had been called weak.

“Sister, blood contracts fell out of favor eight hundred years ago. Though, I might make an exception for this.”

“Whether they ‘fell out’ or not, I do not see a way other than that to make sure this creature keeps to his word,” Luna countered.

“All right, but what conditions should we set? I don’t want him to scare our little ponies but at the same time what good would he do just staying here? What do you think, Luna?”

“He seems to have known what was going on outside this place while not being seen, Sister. If this is true then we can just have him stay here until needed,” Luna reasoned.

“That is a point. Oh, dear creator. I left our journal here when I moved the capital. You don’t think he looked through it, do you?”

“I would not put it past this offensive being,” Luna said with a sneer.

Celestia flushed a warm pink. “Back on topic. Do we trust him to stay here? Nopony comes here anymore but I’m not sure it’s entirely safe for even him to stay here. This forest is more dangerous than you know, Sister.”

“I flew over the forest and it did not jump up to swallow me, Sister. Besides, he already claims that this has been his home for who knows how long.”

“True. However, I’m sure you can tell this mountain is unnatural. It just sprouted from the ground a few weeks after your banishment. The tremors were so powerful I feared Canterlot would plummet to its doom,” Celestia said with the far off look of deep remembrance. “I don’t know if any being can be safe here, not even if they think it’s their home. We might have to offer him lodging, though we can’t force him to leave.”

“Think about this a bit more, Sister. How long has it been since this event has taken place and has there been anything near its scale since?”

“Nothing quite like that ever since. But the forest sprang up so quickly, I’m honestly not sure why it isn’t still expanding. This place scares me, Luna.”

“I'm sure the barbarian will be fine. You felt his strength. I can't imagine much that could match him.”

“That's what makes this place dangerous. Raw strength only counts for so much. There are things here that can curse you if you so much as look at them. Expeditions stopped coming here centuries ago.”

“I stand by my earlier statement that the red man will be fine. He seems to have more than just raw strength. Perhaps we should let him stay and see how he does. Should he require assistance then we can just teleport over and offer him aid.”

“I suppose. I’d still feel better if we at least offered him housing. We can worry about specifics after hearing his answer. We would need to make sure he would follow orders, clearly. What other conditions should we have, though?”

“Obey the laws of the land, do not double cross us, don’t bring in foreign aid without at least telling us about it, and something in the way of tribute to us on a monthly basis?”

“What would he tribute, Luna? Furs? I think we can skip the tribute but the others are good ideas. If neither of us can think of anything else, we should return. We’ve kept him waiting for longer than I thought we would.”

“If we must go back to talking to him then it can’t be helped, but I do so under protest,” Luna said a bit petulantly.

“Honestly, Luna, I understand how you feel, but who knows? We may come to like him with time,” Celestia said while nudging her significantly smaller sibling.

“Says the one who swore a reckoning against him,” Luna said with a raised eyebrow and a bit of tease in her voice.

“That's an entirely different matter. Nobeing hurts my sister and friends without consequences, whether I come to like them or not.”

The two walked back towards Magnus, making sure to keep their air of regality. It’s true that he had already seen them weak but it’s the principle of the thing. As they drew near, Magnus rose from where he’d taken a seat on the floor, ready to negotiate with the rulers.

“We have reached an agreement. We will allow you to aid us, but you must follow our orders. You must obey Equestria’s laws and never betray us. Finally, you must not bring in foreign aid without informing us and obtaining our approval. Do you accept these terms?”

“I do. I have several conditions of my own, however. First, I and those that might follow me will only take orders directly from the princesses. Second, there will be beings that will come here from my own reality, I will deal with them in my own way. You will have no jurisdiction. Third, the Pyramid of Thoth is outside the country of Equestria and is my own domain. Finally, while I require no money, any of my followers have the right to negotiate pay with you. Agreed?”

“We can agree on you handling beings from your own reality and you and your followers being our direct command, but what in Tartarus is the ‘Pyramid of Thoth?’ Luna asked.

“That is the Pyramid of Thoth,” Magnus said as he pointed out the window towards the mountain.

“That is a strange name for a mountain. Why not call it something else?” Luna asked cautiously

“In an ancient civilization of my world, Thoth was a deity of wisdom. When I made this mountain I intended it to be a place of learning, eventually, so it seemed appropriate.”

“Hold on,” Celestia interrupted Magnus with the rise of a hoof. “Did you just claim to have made the Steps?”

“Yes. It’s not the tallest mountain I’ve made but I was out of practice at the time.”

“But, but, the Steps are twenty kilometers high and twice as wide. How could you possibly create it?” Celestia asked wide eyed.

“With the right knowledge and proper application of power, almost anything is possible.” The two sisters looked at each other with fear but also a bit of excitement. If it truly was knowledge that allowed such a great feat, surely they could work wonders in the name of harmony. On the other hoof, such knowledge in the wrong hands could wreak havoc. Which begged the question: which side does their new acquaintance fall on?

“Will you share this knowledge with us?” Luna asked with some trepidation

“Knowledge is power, guard it well. In time, I may start sharing what I can, but I make no promises.” Magnus had the look of reminiscence about him as he spoke his mask discarded entirely for the brief moment. He seemed to be remembering a time he didn’t guard his knowledge well and it came back to haunt him but before the sisters could do more than register it his emotions faded as suddenly as they came.

The sisters looked to each other though they tried not to show their worry. If Magnus was the only one with the knowledge how would they counter him should he try something insidious? A silent conversation passed between the two. They would not stop until they had the knowledge to stop this giant if need be. Although it chafed Luna, she would be “friends” with Magnus if it could help her nation.

“Very well. Was there anything else we needed to discuss? I would dearly like to get home and get Luna settled in.” Luna gave a small wince at the mention of a new home. Nothing was left of her life a thousand years ago and all the commotion had helped her forget. Now it came crashing back into the foreground and she found herself dreading the possibilities.

“Just one more thing. You’ll need to bring Cadenza with you as well. Ignoring her can only lead to problems later on.”

“Who is Cadenza?” Luna asked.

“Mi Amore Cadenza is an ascended alicorn that I adopted as a niece. I was going to introduce the two of you once you’d gotten some rest,” Celestia said. “Very well, we will try to convince her to come as well. However, she is not obligated to follow my orders, so I cannot guarantee anything.”

“I don’t think that will be a problem,” Magnus said with what seemed to Celestia to be a strange sense of confidence. “I trust the three of you will be able to make it here with little trouble.”

“Transportation will not be a problem but what of the Ponyville group? I doubt you want them walking through the forest for two days every time they come to learn.”

“That’s already taken care of. Come, I’ll show you.” With that, Magnus turned and walked from the chamber back towards the previous chamber, with the sisters following close behind. As they reached the others, Celestia gestured with a wing for them to follow alongside.

With a look between themselves, the others fell into step behind the two royals. They were all curious about what they had talked about and where they were going but only Pinkie actually broke the somewhat strained silence. “So, where’re we going now? Whatcha guys talk about? Are you guys friends now? Should I throw a ‘we're friends with a giant’ party? This is so exciting and awesome! It’s awesomciting!”

“We talked about how Magnus is going to fit in with Equestria. I’m not sure you could call us friends but a party does sound wonderful, perhaps to celebrate Luna’s return,” Celesta replied in her usual warm voice. “What do you think, Luna? Up for mingling with the citizenry?”

“I am not sure it is wise to see the ponies I so recently terrorized. But if you think it’s a good idea, I would like to get to know our little ponies better.”

“You certainly are a hardy group. Most people would not be so relaxed after an encounter with one such as I. Perhaps your training will go better than expected,” Magnus mused out loud.

“Please, we just fought against Nightmare Moon, the pony parents use to scare their kids straight. A big red guy isn’t so bad compared to that,” Rainbow boasted.

“Until you remember he made us look made us look weaker than a chick goin' up against a rattler,” Applejack cut in, deflating Rainbow’s ego faster than the pegasus usually flew.

“Yeah, well, he cheated. I could totally take him without the weird brain stuff.”

“Darling, Princess Celestia fought him without any of the ‘brain stuff’ and she still lost,” Rarity pointed out.

“Okay, yeah, but Princess Celestia probably doesn’t get out much. She’s probably way out of shape.” Rainbow seemed proud of herself for a moment until she realized just who she was walking behind. “Er, no offense, Princess Celestia.”

“Celestia does seem a bit rounder than I remember. Perhaps a few too many sweets before bed? It always was a weakness of hers,” Luna said with a giggle before Celestia could respond.

“Hmph, my figure is just as perfect as always. Any roundness is merely a result of my motherly image.”

“Riiiight, of course, dear sister. I’ll make sure you get plenty of exercise, no excuses.”

As the group continued to banter, Magnus led them back through the castle to the foyer they first arrived in. They exited the castle and went back into the tunnels of the mountain.

“Why are we going back into these awful tunnels?” Rarity asked with a slight whine.

“I’m taking you back to Ponyville. Pay attention, I expect you to remember how to get back here for training.”

“Oh no, I don’t have anything to take notes with. What if we get lost and then we starve wandering down the tunnels of the Steps!” Twilight said as she began to panic.

“Oh, that would be awful, but I’m sure that between all of us we can remember which way to go. Rainbow’s actually very good with directions, Rarity has an eye for detail, and you’re the Princess’ personal student. If the three of you can’t do it, no one can.” Fluttershy’s calm assurance brought Twilight back down to reality as they descended the ladder to the underground. Twilight gave Fluttershy a quick hug in thanks before turning all her attention to remembering the route.

Magnus led them down the twists and turns of the tunnel until it seemed to the ponies that they should have already gotten back to ground level. Eventually, they came to one last turn before seeing a large metal door barring their path. After Magnus entered a series of numbers on a nearby pad, the doors slid open revealing an underground railway along with a strange train waiting for them.

“I ain’t never seen a train like that before.”

“Me neither, but it looks a lot more streamlined,” Rainbow said, admiring the aerodynamic curve of the lead car.

The train had been colored a rich blue with gold trim and each door carried the sign of a serpent biting its own tail. The train stretched on for ten cars with an engine on either side. Each car was taller than even Magnus himself. The doors could easily fit three ponies side by side with a seam down the middle of the serpent that allowed the doors to slide apart.

“This train is patterned after the ones in my world. It can achieve speeds far greater than those commonly used. We should be in Ponyville within an hour.”

“That’s amazing! Can you tell me more about how it works?” Twilight asked

“Perhaps another time. You’ll have plenty of opportunities to ask questions, for now just try to relax.” Magnus led them into the first compartment of the train, the space easily accommodating his large frame. The ponies followed closely behind him and eyed the oversized benches that faced the sides of the car. He waited for all of the ponies to take a seat before opening the door to the conductor’s cabin and starting the train.

“I don’t think I realized how big this thing is before I walked in. It’s not bigger on the inside, is it?” Pinkie Pie asked.

“No.”

“Dang, there goes that theory,” Pinkie pouted

“Question,” Applejack said as she raised her hoof a good ten minute into their journey .

“Yes?”

“How come it’s not making any noise? I’m no expert but the train wheels usually make quite a ruckus don’t they?”

“This train operates on magnetics and as such has no need for wheels. In addition, the car is largely soundproofed to block out the wind and allow conversation or concentration. Speaking of, I’m going to be meditating in the conductor’s cabin until we reach Ponyville. Please feel free to relax and discuss amongst yourselves freely.” As he finished his sentence the door closed and the ponies were left to their own devices.

“I can’t believe he would tell us about something as astounding as a magnetic train and then just leave us like that!” Twilight half whined as she held up a sheet of parchment she had been taking notes on. The others in the car snickered at her pouting even Celestia and Luna.

“Patience, my faithful student. I get the feeling that we’ll be seeing Magnus the Red for quite some time. I’m sure he’ll tell you all about his strange technology,” Celestia said with a motherly smile for the small unicorn she’d come to care for. “Though, there are a few things we need to discuss ourselves, like what to do with the six newest Equestrian heroes.”

“Indeed, if not for you, I would still desire the demise of my beloved sister. Know that you will always have my gratitude. If there is anything you desire that is within my power to grant, please don’t hesitate to ask.” The group blushed at the praise. Each pony took on a look of contemplation thinking long and hard about what each desired. Surprisingly, it was Fluttershy that spoke first.

“Um, if you don’t mind too much, I would love to meet all the critters that live in the royal gardens,” Fluttershy spoke with hope gleaming in her eyes.

Applejack spoke next, “I don’t want much myself but my granny could really use a new hip if it’s not too much trouble.”

“A new hip? Are such things possible now? First this strange new transport and now this, truly this is an age of wonders.” Luna had a look of excitement and awe on her face. Celestia smiled down at her diminished sister.

“Our ponies have made a lot of progress while you were gone. Medicine, in particular, has been radically changed. If you'd like, I could bring you some books that cover the major changes.”

“Much appreciated, Celestia. Now, what about the rest of you?” Luna asked as she turned to the rest of the bearers

“Um, could I get season tickets to the Wonderbolt shows? I absolutely love watching them,” Rainbow said with a slightly nervous smile.

“I’d like a tour of the castle and it’s decor to see how much inspiration I can glean,” Rarity said.

“I’m sorry if this is a bit rude, but could you get me a moon rock? My sister is working on her rocktorate, and I’m sure she’d love to study it,” Pinkie asked with an odd mixture of enthusiasm and fear. As Luna heard the words she flinched back a little but quickly recovered and gave Pinkie a warm smile.

“Worry not, Lady Pinkie. Your love for your sister is touching and I shall surely help you.”

“I’m delighted all of you have asked for such wonderful favors. Many in your position would ask for wealth or power. But, what of you, my faithful student? What would you ask of us?”

“Um, I…That is, I…Can I stay with my friends in Ponyville?” Twilight rushed out. She continued a bit more calmly, “It’s not that I don’t want to be your student anymore or that I don’t love learning from you but I felt so happy being with my friends and I don’t want to just leave so soon after making them.”

“Twilight, of course you can stay with your friends. I’ll make arrangements with the mayor once we get back to town,” Celestia reassured her before addressing the rest of her subjects. “I hope you’re all okay waiting a while before getting your gifts.” Celestia cast her warm gaze around the car. The ponies all nodded. “Good, now we should try to get some rest before we arrive. I have a feeling we’ll need as much energy for Pinkie Pie’s party as we can get,” Celestia said with a laugh and a twinkle in her eye.

Forty-five minutes later the train slowed to a stop and Magnus the Red emerged from his meditation in the conductor’s cabin. He found the ponies sleeping in their various seats, some peacefully and some tossing about to get a better position. He chuckled softly to himself at the sight before he gently lifted each of them in his telekinesis. After such a trying adventure each deserved their rest.

He slowly walked up the stairs to his faithful servant’s manor and opened the hatch to let himself in. His servant’s family was already waiting for him, having been warned telepathically when the group got on the train. “Welcome to Ponyville, Lord Magnus. What do you require of us?” The brown earth stallion said as he and his family bowed low.

“Thank you, Rich. Do you have rooms that these eight can sleep in?”

“Of course, my Lord. If you would follow me, we can get them situated,” Filthy Rich responded before turning to lead Magnus into his home proper.

A Journey Taken

Chapter 1

A dark mist floated through the air of the night. Below it, the village of Ponyville was hiding with windows closed and doors locked. The mist regarded them with amusement. After all, why should Nightmare Moon not be amused at the antics of such frail mortals. Did they not realize she could still destroy them with but a thought? Surely they must know of her power or they would try to stop her themselves. Yet still they persisted. What odd creatures mortals were.

Nightmare mentally shook herself from her reverie. There was time to ponder her subjects after she secured her rule. With that in mind, Nightmare redirected towards the castle she grew up in. However, as she turned it was apparent she wasn’t where she had originally thought. After all, last time she checked there wasn’t a gigantic mountain in the middle of the forest. Deciding to get her bearings she flew upwards.

Everything seemed to line up. There was Mt. Canterhorn with its distinctive shape. Wait, is that a castle attached to the side of it? Just how many things had changed in her absence? Were commoners allowed to have castles now? Regardless, she turned back in the direction of the massive mountain. According to the positioning of Canterhorn to the north, her castle should be in that direction. Still a bit unsure, she started to fly towards the monstrous peak. No matter how she looked at it, it didn’t appear natural at all. The slope was regularly broken by large plateaus, giving the mountain the appearance of a set of stairs from this side.

As she neared the mountain, after several hours flight, she noticed her old castle had come to rest on one of the lower steps. She was pleased to see that the years had not damaged it; though, how such clear geographic upheaval hadn’t was a mystery. Nevertheless, she took comfort in its safety. Now all she had to do was ensure nothing came close to the Elements.

“Alright, so all we have to do is get to the Elements of Harmony,” summarized a poofy pink pony.

“I don’t know, Pinkie. Doesn’t that sound too simple?” A yellow pegasus squeaked out. Surprisingly, somepony actually heard her. Maybe it was the serious atmosphere that allowed such a small voice to be heard.

“You’re right, Fluttershy, it is. Once we get to the Elements we have to figure out how to make them work, and that’s after we find them,” Twilight replied while breezing through books in search of answers. Despite how large the library was, for a small town, at least, there didn’t seem to be anything to help them.

“Wait, are you telling me you don’t know where they are?! Some plan this turned out to be, Twilight,” a blue pegasus complained. She even seemed to sink in the air a bit as the realization hit her though it was mostly just her head lowering in annoyance.

“No worries, Rainbow Dash! I found a book,” Pinkie crowed. Indeed, she held a book entitled “Bane of Nightmare” in her forehooves. The rest seemed to stare at her in shock.

“Darling, where on Tethra did you get that? I’ve never even heard of it before and it looks filthy,” a white unicorn said with a shake of her head. It really was an ancient looking tome covered in dirt and dust.

“It was under the table.” A reply that nearly made Rarity faint.

“Be careful; that looks fragile and it might help. Here let me see it,” Twilight said as she ran over and snatched the book from Pinkie. “Now let’s see what we have here: Six elements…banished Nightmare Moon…prophecy...aha! The last known location of the Elements of Harmony is the old Castle of the Royal Pony Sisters. We can be there in a few days walking.”

“‘Scuse me, sugarcube, but where exactly is this place? I’ve never even heard of it before,” Applejack spoke up from the other side of the room. She had decided to stay by the door to keep an eye out while the others looked for clues. After all, it wouldn’t do for them to not notice a spy or someone who needs help. Even if either was unlikely, what with everypony hiding from Nightmare Moon.

“Er… well, the thing about that is it was abandoned a thousand years ago so not many ponies know where it is.”

“Well, that explains why I haven’t heard of it, but where is it?”

“Ehehehe, well it’s on the lowest part of the Steps,” Twilight answered with a nervous smile. Everypony else in the room froze at the mention of the name. The silence seemed to stretch on into eternity before it was broken by the sound of Fluttershy and Rarity fainting. Luckily, they both landed on something soft.

“The Steps? As in the giant mountain that everypony says is haunted? The place nopony ever goes because it’s surrounded by a giant forest of death and a giant desert of death? Why are these things always somewhere dangerous? Why can’t they be in a vault in Canterlot or something? I mean, they seem kind of important,” Rainbow ranted. The others couldn’t help but agree with her. “You’re Celestia’s student, right? Didn’t she tell you anything about these things?”

“No. When I told her about my suspicions she told me to stop reading old books and get out more.” Twilight explained with head down low and ears drooped. Didn’t Celestia trust her? Why would she lie about something this serious?

“Just great. And here I thought you might have some cool, secret information or something.” Rainbow threw her hooves in the air in frustration. Applejack walked over and placed a hoof on the hovering pony’s leg.

“Now calm down. This isn’t helpin’ anyone. It ain’t her fault if Princess Celestia didn’t want to talk about it,” Applejack reasoned. Rainbow just snorted and rolled her eyes.

“Actually, I do have some information. I’d forgotten about it in all the panic. One of my teachers at school told me a lot of the predators in the Everfree hunt by scent. He even showed us how to make a potion to throw them off!” Twilight explained, getting more excited with each word.

“Now that’s what I’m talking about! So, how about you whip some up and we can get going?” Rainbow didn’t get a response right away. Seconds ticked by before she realized one wasn’t coming. “Focus, egghead!”

“Wha- Sorry, I got lost in thought there. I was trying to remember if Professor Scarlet said anything else that might help. He always liked to talk about things like this. Anyway, I’ll need some supplies to make enough to last the whole trip there. Does anypony know where I can find some ammonia, roses, wolf tears, and daisies?”

“I can get ya the ammonia. How much do ya need?”

“As much as you can. It’s the main ingredient and who knows how much of the potion we’ll have to make for this journey.”

“Um, I grow daisies in my garden. I can get some, I mean, if they’re good enough,” Fluttershy spoke up, having recovered without anypony noticing. She turned away as all attention was focused on her.

“I’m sure your daisies are perfect, darling,” Rarity spoke up, giving Fluttershy an encouraging smile. “I can get you roses from my boutique, Twilight. I have quite a few from various admirers.”

“This is all great and all but where are we going to get wolf tears? It’s not like we just keep wolves around to collect from.” Rainbow had a point. Suddenly the whole endeavor seemed futile. That is until Pinkie spoke up.

“Actually, I know a shop that sells alchemy ingredients. They just opened so not everypony knows them yet. Maybe I should have thrown them a grand opening party? What do you guys think?” The others just stared at her in shock. “You’re right, it needs to be a mega-super-ultra party to make up for lost time. I can’t believe I didn’t think of this sooner. Thanks, guys!”

“You’re welcome? Whatever, let’s go check out this shop.” Rainbow started towards the door.

“Hold on, Rainbow. We don’t even know if it’s open with everything that’s happened,” Rarity pointed out. Rainbow’s wings twitched.

“That doesn’t matter! We’re looking at eternal night in case you forgot. We can’t just wait for everypony to stop freaking out ‘cause it might be too late by then. If it isn’t open we’ll just have to take it.” With each word Rainbow got closer to Rarity.

Rarity glared and tossed her head. “Well, excuse me for trying to retain some sense of civility in a time of crisis. A lady must always consider what is proper.” Rarity had closed with Rainbow, their faces only inches apart now.

“Everypony calm down. Rainbow’s right, we have to use this potion or there’s no chance we can get all the way to the Steps. They probably have the other ingredients too so we can save time.” Twilight moved towards the door, bringing her book with her. “We’ll just have to pay back the shopkeeper later.”

Rarity winced. “Well~ alright but I don’t like this. The poor owners just opened shop and now they’re going to be broken into. What will they think of our town? I’ll tell you, they’ll think we are the lowest of ponies and might even decide it isn’t worth it to stay.” Rarity had thrown her foreleg over her head halfway through.

“Can we go now?” Rainbow said with her arms crossed.

“Very well, but I will not be held responsible if this backfires.” The six mares followed Pinkie’s directions to the shop. Overall it was a very cozy shop if a bit on the small side. Not much call for alchemy in Ponyville after all. On the inside, the shop gave an entirely different feel. The various masks and ingredients lining the walls lending it a sinister air. Fluttershy quickly dashed outside. Twilight, however, started to search for her ingredients. As she found her ingredients Rarity made note of their prices and put the correct amount on the counter with a little extra to make up for the inconvenience.

While in the shop, Twilight decided to make use of the cauldrons and flasks. It would be much more potent with proper gear than whatever she could make on the way. Reciting the proper litanies, Twilight mixed the potion together with a portion of her own magic. The potion ran red above the heat of the fire. Twilight passed out several vials of potion to each of her companions. “These should last a day each. Do not lose them or we’ll be in big trouble.”

“That’s great but none of the rest of us have saddlebags,” Rainbow said.

“Oh, right. We’re gonna need supplies to last three days at least so everypony should go home and gather some. In the meantime, I’ll hold onto the potions, We’ll meet back here in an hour” Twilight said as she stowed the potions back into her saddlebag. “Applejack, could I ask you for a favor?” Twilight asked with a bit of hesitance

“Whatcha need, sugarcube?”

“Could Spike stay with your family? He’s old enough to take care of himself but I’d feel better if he was staying with somepony I knew.”

“I don’t see why not. Let’s go pick up the little fella and we can head on back to the farm.”

“Thank you, Applejack. We better hurry if we’re going to make it back here in time, though.”

As they entered the Everfree the group felt a chill go down their spines. Their legs moving like lead, their heads high with their ears constantly swiveling. This place was dangerous. They could feel it. The dark was animate. The trees malevolent. The predators many and lurking. This was no place for ponies. Still they continued, determined to defeat the Nightmare.

Though to look at them you would think them school fillies who had been dared into the forest. Fluttershy hid behind Applejack, Twilight charged spells only to drop them, Rarity’s eyes darted back and forth, even Rainbow’s hovering seemed strained. Only Pinkie seemed even remotely normal and even she was more subdued than usual. She walked without a spring in her step and to anypony that knew her that was a serious sign.

“So, we’re sure those potions are going to work right? N-not that I’m scared or anything. I’m just looking out for you guys. Hehe,” Rainbow Dash said trying to cover her nerves with a laugh.

“Theoretically. I’ve never really had occasion to randomly wander into huge forests and wait to see if I get eaten or not,” Twilight said with an eye roll.

“Um, are you sure we can’t find some other way to The Steps? Like maybe from the other side, if that’s okay?” Fluttershy said, her head bowed low to the ground near the end.

“Sorry, Fluttershy, but the Desolation isn’t much safer. Besides, it would take us weeks on that route,” Applejack said. She was right of course. “I say we’re better off with the predators here anyway. Better something big that charges at us than those underground monsters they have out there.”

“Oh, right, forget I said anything then.”

The creak of a branch. The rustle of leaves. These were their only warnings. A massive shadow rocketed out of the trees straight towards them. Only the fact that Twilight was already charging a spell saved them. The shadow bounced off of her hastily erected shield. The werelight of their shield allowed them to see the giant for what it was. A wolf, unlike any they had heard of. It stood trip;e the height of the tallest of them. Its shoulders were broad, its neck thick. Fangs flashed in the light of the shield and chilling eyes stared into their souls.

“We should probably run, right?”

“There’s no way we can all outrun that thing, it’s huge!”

“I thought you said those potions would prevent things like this,” Rainbow said as she warily watched the wolf.

“I said they should. Why isn’t it attacking?” Twilight studied the wolf as it studied them. Its shoulders lowered in aggression, eyes unwavering. Their eyes met. This wolf, or whatever it truly was, was highly intelligent. Twilight could see the nearly sapient mind at work.

“Um, maybe it knows we have to move eventually and it’s just waiting? Normal wolves are very patient hunters. They use pack tactics to run down and exhaust their prey before they strike. Nature is so interesting.” Shocked looks greeted Fluttershy’s statement.

“Well, uh, that’s nice and all, sugarcube, but ya happen to know anything that could get us outta this here situation? Being the nature expert and all.” The strange calm Fluttershy had displayed evaporated under the gazes of her friends.

“Well, wolves have a sense of smell many times that of our own. It probably smelled something on us. What was in the potion again?”

“Oh, uh, wolf tears?” Twilight’s face went from realization to bashful in near record time. “Do you think you can explain why we have them?”

“I’ll certainly try.” Fluttershy timidly approached the edge of the barrier. As she drew near, the wolf shifted its focus. Fluttershy flinched under the calculating gaze but continued forward nonetheless. She started by bowing with her tail between her legs to show submission. The wolf tilted its head at this strange prey. Never had it attacked something and had it show submission.

“We’re terribly sorry about all this, but could you maybe let us go? We have to get to the mountain to help our friends.” The wolf growled, causing the others to flinch. Fluttershy looked up to make eye contact. “I know it isn’t nice to use wolf tears but these potions are supposed to protect us from predators tracking us by scent. I’m amazed you could smell the tears past all the other ingredients.” Another growl though this one seemed less aggressive. “Oh my, I had no idea wolf packs had such specialized positions.”

“What is it saying?”

“He says he has the best nose in the entire pack so he’s in charge of tracking and scouting.”

“There are more of these things? Just great.”

“Rainbow! That’s very rude. You shouldn’t just assume he’s a lone wolf. I’m sure his pack is just wonderful.”

“Not exactly what I meant, ‘Shy.”

“Oh, right. Anyway, sir, could you possibly let us go? I promise we didn’t hurt any of the wolves ourselves and if I find out any of them were hurt I’ll make sure it doesn’t happen never happens again.” The steel in her voice surprised her friends. The wolf seemed to consider, eventually nodding. He gave out a small bark and lowered himself to the ground. “That is so nice of you.” The others looked at her in confusion.

“What’s nice?” Pinkie asked.

“Oh, he offered to give us a ride closer to the mountain.”

“Is it a good idea to ride something that just tried to attack us?” Twilight said. A fair point. Everypony but Fluttershy exchanged a nervous glance.

“Not to mention we have no idea where it’s been. It could be filthy and crawling with disease. I for one won’t risk it.”

“Ignoring that, I’m not too sure we can trust it. How do we know this isn’t some trick?” Rarity scoffed at Rainbow’s dismissal of her point.

“Hate to say it but RD might have a point, sugarcube.” Fluttershy’s ears wilted. She started scuffing the ground with her hoof, her head lowering. “I’m sorry, ‘Shy. I know you love animals and trust what they tell you but we can’t afford to take risks like this right now. Equestria’s counting on us. Heck, the whole world is counting on us.”

“I know-” Fluttershy trailed off before finding her courage again “-but that’s why I think we should try this. I mean, if we walk the whole way Twilight said it would take three days. If we ride Mr. Wolf we could save time and energy that could be important later. I know you guys think he’s just a monster but if you just look at his eyes you can see he’s more than that.”

“About that three-day thing? I forgot to take into account certain factors. With everything taken into account, it’s probably close to double that.” Twilight looked around nervously. These ponies trusted her with making the plan and she had screwed up horribly. She could only hope they didn’t leave right then.

“What!? What could delay us for three days in here?” Rainbow asked. The others looked to Twilight, clearly agreeing with Rainbow.

“Well, things like the underbrush slowing us down, there not being a straight path and other things like that. I just calculated the time assuming 10 hours of walking a day with six and a half kilometers an hour. It’s about 160 kilometers from Ponyville so that’s two days and most of a third. With everything else though we can probably only cover about half of that towards where we’re actually going. Come to think of it, we should probably rest before we climb the slope to make sure we’re all at full strength so that’s, even more, time.”

“Thank you for the explanation, darling. I’m sure I speak for all of us when I say ‘We’re so doohoomed.’ We only brought enough supplies for three days and now we’re going to be here a week. We’re going to be eaten and if that doesn’t happen we’ll starve instead,” Rarity said while throwing a hoof over her head. Applejack rolled her eyes at Rarity’s antics. The wolf seemed confused and mildly concerned.

“That just makes it more important that we take Mr. Wolf’s offer. I’m sure he knows the forest very well and can get us much closer to the castle than we could ourselves in the same amount of time,” Fluttershy said. Throughout her speech, her voice had remained strong and she’d maintained eye contact. The Ponyville residents knew how rare that was and even Twilight could guess based on just the last day.

“Well… you do seem very sure of it and it could end up saving our lives. I’m willing to give it a try. What about you girls?” Rarity asked. The rest of the group shared a look and nodded their agreement. “Wonderful! Now, dear Fluttershy, how exactly are we going to manage this?” Fluttershy’s face looked like a small beacon within the darkness of the forest.

“Well, if we bunch together we should be able to fit most of us on his back. Um, Rainbow? I was thinking that since you love to fly so much and are so much faster than the rest of us you might want to be the one to not ride him? If that’s okay with you?”

“No worries ‘Shy. I’ve got your back, you know, in case that wolf tries something.” After she freaked out when the wolf attacked it seemed Rainbow was trying to reassert herself as the go to mare for action and fearless stunts. A few small barks from the wolf had Fluttershy giggling into her hoof. “What? What’d it say?”

“Oh, he was wondering if you’d be able to keep up since you’re so small. And, he uh, might’ve said something about you acting like an upstart beta. Sorry.” Fluttershy shrank under Rainbow’s glare despite it not being directed at her.

“I don’t know what a beta is but nothing calls me an upstart. You go ahead and lead and I’ll show you just what I can do,” Rainbow said.

“That’s great, Rainbow, but we ain’t on yet.” The ponies huddled together on top of the wolf’s back. It was a bit crowded and not exactly comfortable but better than being in the forest for days on end. The wolf started at a slow lope to help his passengers adjust before picking up speed. While he wasn’t going at top speed he was easily outpacing the ponies’ previous pace. His speed combined with his height allowed him to ignore most of the underbrush and the trees were big enough to leave wide gaps.

“This is great! Like this we might be able to make it all the way there in just a few hours,” Twilight said over the wind of their passage. The others’ faces lit up in anticipation. Beside them Rainbow was keeping a steady pace, picking out the clearest paths through the forest with more and more ease. A cocky grin crept onto her face.

“Yeah and when we get there we’ll kick Nightmare Moon right back where she came from.” Rainbow’s hooves pumped in the air already celebrating their victory. As minutes passed uneventfully the rigors of the day started to catch up to the ponies. Despite the speed of their passage and occasional sharp turn their heads started to droop and their eyes struggled to stay open. Nopony wanted to be the first to fall asleep while they had a job to do.

Eventually, Pinkie Pie couldn’t resist any longer and dozed off. The wolf had heard their yawning and decided that once they were close to the castle he would find a cave for them to rest in. He slowed down a bit to make sure the sleeping ponies didn’t slide off. After several more hours, they reached a cave. Only Rainbow and Fluttershy remained awake when the wolf came to a gentle stop at the mouth of a large cave. Rainbow regarded both the cave and wolf with suspicion. “Is this some kind of trick? I know wolves live in caves. Is your pack waiting in there to eat us?” The wolf gave a toss of its head. “What’d it say?”

“He didn’t say anything. I think that might have been his way of rolling his eyes,” Fluttershy said. The wolf gave a nod and a few small barks. “Now he says that it’s safe for us all to sleep in the cave for a while. Um, will you be guarding us, Mr. Wolf?” A shake of the head and a few ear flicks and low growls. “No? Who’s this ‘Lord of the Forest’ you mentioned?” Nothing but silence answered her. The wolf walked to the cave entrance and gently set his passengers into the opening. The sleeping ponies tossed a bit searching for the warmth that had left them when they meet the cold, hard ground but remained asleep.

“What was that about?” Rainbow asked in a harsh whisper. Rainbow struggled to keep her voice down for her friends’ sake. She couldn’t help but glare at the wolf as he left through the trees.

“I don’t know. He said that the Lord of the Forest had guaranteed our safety here. I never heard anybeing say anything to him, though, so I don’t know what makes him say that.”

“I don’t like it. This could all be a trap,” Rainbow said. The forest wasn’t any more friendly here than near the entrance and she couldn’t shake the feeling that they were being watched. She scanned the trees all around them for any sign of hostility but all she could find was the foliage. She rushed into the cave and scanned the deepest reaches but still could find nothing. She settled down near the cave entrance. “It seems safe for now. I just know something’s weird about this.”

“There’s really not much we can do about it at this point. Why don’t we both get some sleep? I’m not sure how long we’ve been out here and we stayed up all night to see the sunrise. We haven’t slept in a really long time and we’ll need to be at our best.”

Rainbow gave a small shake of her head. “You go ahead ‘Shy. I’m gonna keep watch for a bit.” She sat at the mouth of the cave scanning the treeline.

“Okay, but don’t stay up too long.”

Applejack was the first to wake, being used to early days at the farm. Though even with her normally early schedules waking up now wasn’t the easiest thing to do. She sat up and shook her head in an attempt to wake up faster. Taking in her surroundings, Applejack felt a bit lost. The last thing she remembered was riding on that wolf’s back and then she woke up here. She jumped to her hooves as she remembered. As far as she knew they were in a literal wolves’ den.

Looking around, she was able to spot Rainbow near the entrance. Relief washed over her as she realized they were all still free. Walking up to rainbow she put a hoof on her shoulder making her jump. “Geeze, AJ, are you trying to give me a heart attack? How about a little warning next time?”

“Sorry. I’m used to being quiet in the mornings to let Apple Bloom get more rest,” Applejack said. Rainbow grunted in response. When AJ examined Rainbow closer she noticed the bloodshot eyes and dark circles around them. “RD, did you sleep at all?” Unbeknownst to them, the others had been woken up by Rainbow’s startled yelp.

“How could I sleep when it could mean that my friends would get hurt? I wouldn’t be able to live with myself if any of you got hurt when I could’ve stopped it,” Rainbow said with a fire in her eyes. An effect only slightly diminished by her weary state.

“Rainbow! You told me you would get some rest,” Fluttershy said at what had to be the highest volume any of them had heard her at. “Just look at you, you’re so tired you can barely stay awake. We all appreciate that you were looking out for us but how do you think we’d feel if something happened to you because you were trying to protect us?” She paused to let her words sink in. Several expressions crossed Rainbow’s face. Determination, pain, fear, and sorrow coming and going in a blink. In the end, her face was merely tired. Taking this a sign she had figured it out on her own, Fluttershy continued. “Now, Rainbow, you are going to go to sleep right now and trust the word of the Lord of the Forest.”

“Fluttershy we don’t know anything about whatever this ‘Lord’ is supposed to be. How are we supposed to trust it? You guys agree with me right?” She looked to the others. The rest of her friends shared a glance trying to glean knowledge from each other. They didn’t get much.

“We don’t even know what you guys are talking about,” Pinkie said. The others nodded in agreement.

“Oh, right. You guys were asleep when that happened. Basically, that wolf guy dropped you guys off here and told Flutters that some ‘Lord of the Forest’”-she spit the title like it was poison- “said it was safe here. Like I’m gonna believe that. As far as we know the wolf was talking about itself and has a huge ego. So I figured I’d stay up and protect you guys. Wait. Twilight, you’re a nerd right?”

“Gee, thanks, Rainbow. I haven’t been called that before.” The sarcasm was so heavy it probably could have broken bones if it was tangible.

“Whatever. The point is you know a lot of stuff, right? So do you have any idea what this thing could be?” Rainbow’s ability to ignore her own tactlessness was in full force. Along with the ability to ignore glaring purple unicorns.

“Ugh.” Twilight gave up on calling Rainbow out. “Let’s see… there are only two things that I can think of that have the strength to claim lordship over the forest. The first are the Ursa Majors, but since they aren’t particularly intelligent I don’t think they would be able to offer protection to anypony. The second would be an ancient dragon. A dragon is much more intelligent though slightly weaker than an Ursa is. One could definitely offer protection but I can’t think of a reason a dragon would care.” The whole ramble was done in a single breath leaving the others with confused expressions.

“What?”

A sigh escaped Twilight. Why was it so hard to find ponies that could understand her when she explained things. This one wasn’t even long or technical.

“She said she can’t think of anything that could both be the lord of the forest and care enough to protect us. C’mon guys, it’s not that hard.” A look of immense gratitude replaced the annoyance on Twilight’s face while everypony else was still confused though for different reasons now. If it weren’t Pinkie, and thus most likely a joke, they probably would’ve been upset by the slight. As it was they shared a good laugh, despite the situation. “See? Isn’t that so much better?”

“Darling, what are you talking about?” Rarity asked. None of the others had been able to follow the seeming non-sequitur either.

“Laughing,” Pinkie said as if it was the most obvious thing in the world. “Everypony was really tense and ready to snap. Even Fluttershy was raising her voice. So, instead of being all serious and frowny all the time I figured we could laugh instead.” More and more surprises on this trip. At this rate confusion would be everypony’s default expressions.

“Huh. Thanks, Pinkie Pie. I don’t think any of us realized how much we needed that,” Twilight said. Nods all around signaled the others’ gratitude. A meter wide smile overtook Pinkie Pie.

“You’re welcome. I’d do just about anything to make my friends smile. That includes making sure Rainbow takes a nap so she isn’t such a grump,” Pinkie said. Her smile proved infectious for all but Rainbow, who seemed annoyed at yet another call for her to sleep.

“I don’t need sleep! How many times do I have to say that?”

“Yes you do!” everypony else said at once. Rainbow looked between her friends and saw the steel in their eyes. She gave a resigned sigh before marching into the cave and laying down.

“Fine. If you guys are gonna complain so much I’ll go to sleep. Even if it’s just so you can stop whining about it.” Within seconds of her complaint, Rainbow was asleep. Her friends just shook their heads, laughed, and took up watch by the cave entrance. Twilight took out the book they’d found in the library to review while the others found ways to pass the time. Looking in on them you might not think they were afraid of the forest anymore. In fact, much of their fear had dissipated though that didn’t stop them from jumping whenever they heard anything from the forest.

“So, uh, what exactly are ya readin’ there, Twilight?” Applejack asked in an attempt to break the silence. It didn’t seem to work. Long moments passed with no answer leaving AJ to shift nervously in place. “Twilight?” she tried again. Again there was no answer besides the turn of a page. Taking a chance, she reached out and slid the book slightly.

“Huh, what, who’s there?” Twilight seemed to wake from a dream, dazed and slightly confused. “Oh, sorry about that. I get lost in my studies sometimes.”

“No kiddin’. I was just wonderin’ what was so interestin’ is all,” Applejack said. Twilight’s face lit up so quickly it was surprising she needed a light to read. She floated the book over so AJ could see. “Ain’t this the book we got back in the library? I thought we already got what we needed from that.”

“We got the location but there’s more in here than that. We have a whole book about Nightmare Moon, there’s no way we could get everything useful out of it from just a few paragraphs.”

“Reckon that’s true. What else have ya found?” Twilight’s expression dimmed as quickly as it had lit before. “Something wrong, Twilight?”

“It’s just… this book is fascinating but I haven’t been able to find anything else that can help. Most of it is just hypothesis and some of it just doesn’t make sense.” She flipped through a few pages before holding it back up. “Look at this. ‘The Warp acts strangely near her presence. I suspect that with her transformation her presence there has increased.’ What the heck is that supposed to mean? I have no idea what ‘the Warp’ is. The author doesn’t explain it either.” Her voice getting harsher as she went.

“Who wrote this thing anyway? I can’t imagine there’s a lotta folk that knows Nightmare Moon is real let alone enough about her to make a book this big.”

“The author’s name isn’t mentioned. But from what I can tell this book is actually a collection from many authors. Even with so many ponies writing, I haven’t found anything else that can help. It seems like the only things anypony knows about her we already figured out.” Twilight let out a sigh of disappointment.

“Cheer up, Twilight. I’m sure there’s gotta be something else in that there book. And even if there isn’t I’m sure we can handle anything that gets thrown our way,” Applejack said with an easy smile. Twilight seemed to calm down and gave her own uneasy smile back. “That’s the spirit.”

“Thanks, Applejack. That really helped.” Twilight devoured the book with a new fervor, eager to know everything she could. Applejack just shook her head and walked away to think.

Within the confines of the castle Nightmare Moon stirred from her long slumber. Most wouldn’t think you would need to sleep after a thousand years of doing nothing. The opposite holds true. The banishment had sapped her of most of her strength and getting rid of Celestia had taken the rest. In truth, she didn’t think it would be so easy. Celestia had become weak and fat on the love of her precious little ponies. Now, Nightmare would be loved and none could stop her.

She rose from the ruins of her old bed, giving a languid stretch. While it wasn’t nearly as comfortable as it once was, her rest had been leagues above any within the last thousand years. She walked to her balcony to survey the kingdom as she once had. Seeing the forest where her capitol used to be somewhat ruined the nostalgia. At least, her balcony wasn’t facing the cliff side.

As she reminisced she noticed something odd. One of the wards she had set had been breached. It couldn’t be an animal, the ward took that into account, but nopony would be foolish enough to pursue her so soon. They would need time to gather a force they thought might be sufficient. No, something else was going on here. Casting a quick spell, she searched the surrounding forest for signs of pursuit. Nothing within 15 kilometers. Best to be cautious, though. She set another ward, this time, closer to the castle. Unlike the last, however, this one had a nasty surprise for whoever tripped it.

Her trap set, she considered her next move. Most of her energy had been recovered so she could reclaim her throne with little trouble. The sooner she ruled, the better. On the other hoof, there was a chance of the Elements being found and used against her. They were the only things she had to be concerned with now that Celestia was gone. Perhaps she could wait another day just to be sure.

She set a new ward closer to the castle. This one, however, had something extra. If anypony were to set it off they would be in for a special surprise.

“Ugh, I feel like I slept on a frozen bag of potatoes,” Rainbow Dash said with a groan. Her back ached and her limbs were stiff.

“Maybe if you slept with the rest of us like you said you would you would have slept better.” Fluttershy’s words brought a glare from Rainbow. Instead of a response, she just grumbled and looked away.

The group had gathered outside the cave they had slept in to discuss their next course of action. Unfortunately, most of them had been asleep or too tired to pay attention to which way they had been going. Rainbow Dash, on the other hand, did remember the general direction. "Come on, it was this way," she said while jerking her head to the left.

"Are you sure?"

"Absolutely. I made a little stack of stones when we got here. See?" she pointed to a pile of rocks in the direction she had indicated.

"Wow, that's pretty clever of you Rainbow Dash," Twilight said. “Still, with how far we have to go we can’t afford to be even a little off or we could waste hours correcting our course. Any chance one of you could fly above the canopy and get our bearings?” she asked as she looked between Fluttershy and Rainbow.

“No problem. I’ve totally got this.” As Rainbow zigzagged through the canopy she caught glimpses of the Steps. When she finally managed to break through she saw the mountain looming overhead like an ancient warrior set to challenge any who opposed it. While finding the mountain was simple locating the castle was less so. Rainbow wasn’t even sure she could see it from where she was. Twilight had said the castle was on one of the lower steps so she focused her search around the same height she was. Her search was proving fruitless until she decided to look a bit higher. Almost straight ahead of her and 2 km higher was the castle dwarfed by the shadow of the mountain. “Ha, right again.” Rainbow laughed to herself as she descended back down to her friends.
“Did you find it?” Twilight asked. Most of the group was eager to resume the journey. Fluttershy not so much, though she was determined not to hold her friends back either. All of their energies were focused on the salvation of their friends, family, and country. Sitting here any longer was unacceptable.

“Yep, it’s straight that way.” Rainbow pointed in the direction of her markers. “I guess that wolf really knew where he was going. Speaking of, I haven’t had any of that anti-monster stuff yet. Mind if I get a bottle?”

“Oh, right. Sorry about that, Rainbow,” Twilight said as she levitated a potion out of her saddlebags. “So how far do you think we have to go still?”

Rainbow drank the potion and gave it back to Twilight with a grimace on her face. While effective the potions were far from appetizing considering its ingredients. “Probably another 30 kilometers or so. Shouldn’t take much more than a day to get there but the castle is pretty high up too.”

“Well, what are we waiting for, an invitation? ‘Cause I could make some if it helps,” Pinkie said before she started scribbling in the dirt. The others shook their heads and pulled Pinkie with them as they set out.

The darkness proved just as invasive and hindering as when they first arrived. The temptation to run was ever present though Pinkie Pie’s lesson on laughter helped.

“What happened to the plant in math class?”--Twilight paused for effect--“It grew square roots!”

A few shakes of the head and a snort from Pinkie accompanied her joke. All of them knew that not all the jokes could be zingers. They continued on their journey for hours, the jokes eventually giving way to companionable silence. The group stayed alert but were never as paranoid as they were before. Twilight still had a shield ready just in case and everypony else still kept an eye out for danger but the comfort of being with friends was undeniable.

That comfort crashed down with a single statement. “Haven’t we been here before?” The ponies all glanced to Pinkie. “I mean, I know the forest all looks the same, but I swear I’ve seen the same little group of rocks, at least, five times now.”

“What group of rocks?” Applejack asked.

“Over here.” Pinkie showed them three rocks piled against each other. “I remembered them ‘cause that bigger one is granite and the other two are schist.”

“Pinkie! I am surprised you would use such language.” Rarity gave Pinkie a hard look.

“What do you have against schist? Schist is great.”

“Really! I know we’re in a bad situation but that is no excuse for such crassness.”

Twilight couldn’t stop herself from bursting out laughing. Rarity stared in indignant confusion. After a few moments, she found her voice again. “Twilight! I thought you, at least, would understand the need for propriety.”

It took several moments more before Twilight could respond. “No, no. I know we’re in a bad situation--especially if what Pinkie says is true--but I can’t help it. Schist is a type of rock. Pinkie wasn’t being vulgar or crass at all and here you are freaking out about that instead of about us going in circles.” Her laughter died out. “We’re going in circles--” Twilight’s eyes shrunk and her breathing accelerated “--We’re going in circles! Why? I’m sure we’ve been walking in a straight line. Anypony else know what’s going on?” Her friends just stared at the rapid change in mood. “No? Well, that’s just great. Now we’re never going to get to the castle and Nightmare Moon will win and everypony else will freeze to death. Wonderful.”

“Uh, sugarcube? You okay?” Applejack looked to Twilight like a concerned parent. Twilight took some deep breaths before she met Applejack’s gaze. They didn’t seem to help.

“Am I okay? AM I OKAY!? We’re going around in circles and nopony knows why. The world hangs in the balance and we’re the only ones who know what to do. I’m Celestia’s student for crying out loud. I should know why we’re going in circles when we’re not taking any turns.” Twilight paced about trying to think of something. She shook her head in a vain attempt to loosen an idea or two.

“Now, Twilight, we don’t know that for sure. Why don’t we double check with Pinkie?” Applejack turned to Pinkie to fix her with her most serious stare. “Pinkie, are you absolutely sure those are the same rocks?”

“Oh, that’s a load of schist alright,” Pinkie responded as she bounced around the three rocks she used as a landmark, “Seriously, though, this formation of rocks isn’t very common and for us to pass something similar isn’t very likely.”

“Well, isn’t that just great. We’re going in circles and brainiac over there jumped off the deep end,” Rainbow said as she threw her legs up in frustration, “I’m gonna fly ahead a bit and see if I can find anything.”

“Um, Rainbow? Are you sure that’s a good idea? Maybe I should come with you, if that’s okay?” Fluttershy slowly lifted into the air to follow her long time friend.

“Alright let’s get going, ‘Shy.” The pair flew off into the trees going slowly to make sure they didn’t miss anything.

As they left Twilight was finally coming to a stop. She sat on the ground, head hung in shame. “We’re never getting to the castle. You’re all going to die and it’s all my fault for dragging you into this.”

“Now, sugarcube, you know that just ain’t the truth.”

“How could you say that in a situation like this? We’re lost, it’s dark, it’s getting colder, we only have a couple more days of supplies, and there’s an angry goddess bent on world domination.”

“That’s all true. It ain’t your fault we’re here, though. We chose to come and I’m glad we did. Things don’t look good right now and I won’t lie and say I’m not scared. I’m right terrified, but I have something that’s keeping me going. I know the risks and even though the whole world’s at stake, I’m doing it for my family. Don’t you have something like that?” Applejack put a hoof under Twilight’s chin and gently lifted until they made eye contact. Applejack gave a gentle smile and a nod.

Twilight began with some hesitance, “I have my parents. And an older brother and Spike too. I have Princess Celestia and I really like being her student.” As she spoke her face lit up and she finished with a beaming smile. “Thanks, Applejack. I guess I went a bit crazy there, huh?”

“My pleasure, Twi. And don’t worry ‘bout it. Everypony goes crazy sometimes and now is a better time than most. A lot better than that time Rarity went crazy ‘cause she couldn’t find the right hat.”

“Darling, that just shows you have no idea how important the right accessories are,” Rarity said as she stuck her nose in the air. After a second or two of posing, she broke into a fit of giggles. The others soon joined in. “The way I see it, we don’t have much to lose. After all, even if we never entered this brutish place there is still the matter of the angry goddess you brought up. I’d much rather go out trying to fix something than cower in my house hoping for the best. I believe the others feel the same.”

“Yepperooni. Sitting around is just no good,” Pinkie said. She rushed over and gave Twilight a hug and a nuzzle. Twilight leaned back from the hug but eventually put her forelegs around Pinkie. Right about that time Rainbow Dash and Fluttershy flew up from right behind them.

“Welp, we definitely flew in a straight line and we still ended up back here. It’s official, this forest is crazy.” Twilight jumped a bit at the sudden noise behind her.

“Okay, we can work with this. We know we weren’t actually circling so we must be caught in some kind of looping spell. All we have to do is find a counterspell and we’ll be out of here in no time.” Twilight quickly set about working out a spell in the dirt.

“It’s so nice to see Twilight is feeling better. I was so worried when we left.”

“I was wondering about that, darling. Isn’t comforting ponies your specialty, dear Fluttershy?”

“Oh no, I’m afraid that I get too nervous about making them feel worse to do much. I really only deal with animals when it comes to that. But, um, if I was the only one around I would try to help. But with the three of you here I knew Twilight was in great hooves.”

“Well, I do appreciate the vote of confidence, Fluttershy. However, I must admit that it was Applejack more than myself that helped in that regard. Speaking of helping.” Rarity trotted over to Twilight. “Darling, I do have some questions about this spell we’re in if you don’t mind my asking.”

“Sure, Rarity, ask away,” Twilight said, sitting up straight to give Rarity her attention.

“If we are in a loop spell, is there any chance something else could get in here with us?”

“No. Once a loop spell activates it closes off the space it occupies and turns it into a circle no matter which way you go. As a result, nothing can get in or out without finding the counterspell.”

“That’s all I needed to know. I think I’ll take advantage of this to have some alone time. As much as I love everypony’s company a lady does need some privacy from time to time.” Rarity started to walk off the vague path they had been following. “If any of you need me just call; I’m sure we can hear each other in here.”

An hour later and Twilight was no closer to figuring out a counterspell. She had tried several different configurations but none of them seemed to work, and she was quickly exhausting herself both mentally and magically. She had decided to rest for a bit when she felt a sudden spike in the magical activity in the direction Rarity had headed. Panicking Twilight bolted off into the trees preparing for trouble. The others were moments behind after seeing the look on her face and how quickly she ran.

They found Rarity 40 meters away from where they had been resting. She was standing in the middle of an elaborate spell circle that had just finished activating. The glow of the circle slowly faded and Rarity stepped out from the middle. “So sorry about that, everypony. It took me longer than I thought it would to get the magic circle just right for this. I’d rather not have to activate it more than once you know.”

Twilight had been examining the array as Rarity spoke. “I can see why. Rarity, why would you do something like this? This array must have taken at least a year off of your life.” The group gasped at the revelation.

“Oh, I was hoping you wouldn’t realize that. It’s so troublesome trying to explain things like this.”

“You mind explaining anyway, sugarcube. I don’t like the idea of a friend sacrificing part of themselves without a good reason.” The others all nodded in agreement and fixed Rarity with the most intense stares possible. Rarity tried to avoid the subject further but the look of caring on her friends’ faces broke any resolve she had left.

“Oh, very well. I had every confidence that Twilight would eventually find a counterspell but most counterspells are very specific and it could take far too long. I decided that since time is of the essence I would take a shortcut. This array is a general counterspell that will counteract all but a few spells by using the practitioner's own life force. I felt that a year of my life was meaningless compared to all the ponies counting on us.” Rarity’s speech had left the others in a state of shock. Rainbow, in a rare moment, rushed forward and gave Rarity a hug. The sudden movement snapped the rest out of their trances and they too rushed forward to embrace Rarity. “Really, everypony, I appreciate the love but shouldn’t we be going now? We do have a world to save after all.”

After gathering themselves together and finding their bearings they set out to do just that.

Nightmare Moon stirred from her plans of conquest as she felt her ward trap be dispelled. She had been sure that whoever was in there would be trapped for a much longer time. Perhaps her sister’s soldiers were more effective than she had been led to believe from those pathetic guards in the town she had visited.

Moving over to a mirror, she cast a simple scrying spell to see the group that was steadily coming closer. The mirror rippled and showed six unarmored mares walking through the trees. She was surprised to say the least. She recognized some of those ponies as the commoners she had announced her presence to. That they had managed to get so far so quickly and safely was a testament to extraordinary skill. Or perhaps extraordinary luck. Either way, Nightmare was certain that the traps she had been setting for the royal guard along the slopes would be more than enough to take care of them and went back to her maps.

The group had managed to reach the bottom of the Steps without any further incidents. The sight of the huge mountain so close was enough to make even Pinkie stare in silent awe. They had arrived at a steep slope directly beneath the castle though they couldn’t see it from where they stood. They craned their necks up trying to find it.

“Are you sure we’re in the right spot?”

“Pretty sure. I can fly up and check.” Rainbow went to take off before she was pulled back by Rarity.

“Probably not the best idea, dear. We don’t know what might be up there and I wouldn’t anypony facing danger alone.”

“So, uh, any idea how we’re gonna get up there then?” Fluttershy asked with a small squeak

“Looks like we’re going to have to hoof it,” Pinkie replied. A collective groan followed her statement. “Seriously, though, I think we’re gonna have to climb it unless we can find a gentler slope somewhere.”

“Not likely. The Steps are nearly uniform for the entire 360° at the base. It’s one of the reasons ponies think it had to have been made by somepony or something. A lot of ponies I know think Nightmare Moon made it somehow but I always dismissed it as superstition. Nightmare Moon was a children’s story,” Twilight said as she scanned for someway to ascend.

Twilight noticed that part of the Steps reacted differently to her scan than the rest of it and trotted over to investigate. Noticing their friend’s shift in focus the others followed closely behind. As Twilight began exploring the cliff face her friends quickly got the idea and joined in. After several minutes of exploration, Rarity decided to perform her own unique scan. As she searched for deposits of gems in the faint hope it would somehow help, she was able to tell there was a hollow behind the section of the cliff they were facing.

“Girls, somehow the mountain has a tunnel right behind those rocks.” The others turned to her in surprise.

“I knew there was something off about this spot. The rocks were reacting differently to my magic but how could you tell it was hollow? I was just taking a shot in the dark. Er, no pun intended.” The others laughed at her accidental joke and looked to Rarity for answers.

“Why, darlings, it’s quite simple. Finding things hidden in rocks is what I do, after all.”

“Finding gems is what you do. Finding hidden tunnels is a whole other matter,” Applejack said.

“Yes, well, the two do have some correlation. I do have to worry about the occasional Diamond Dog tunnel and so have learned how to spot them.”

“What are we waiting for then, an invitation? Let’s get in there,” Rainbow said as she hovered off the ground.

“Actually, we kinda are. Unless you can think of some other way of getting into a super-duper secret tunnel,” Pinkie said while shaking her head like it was the most obvious thing in the world.

“So, we can find it, but we can’t get into it? That’s just great,” Rainbow replied

“Um, I have an idea, but you guys might not like it,” Twilight said with a hint of anxiety. She stopped to gauge her friends’ reactions. Her friends on the other hand just stared at her waiting for more. After a bit of waiting it was obvious, they would have to ask her directly.

“Spit it out, egghead. We don’t have all night. Oh wait, we do,” Rainbow said with every ounce of impatience she had. Considering how quickly she usually operated, it was enough to make plants want to start moving.

“We could teleport in,” Twilight said as quickly as possible.

“I’m sorry, it sounded like you said we could teleport. And while I’m not the most versed of mages I know teleporting without line of sight or knowing exactly where you are teleporting to can be incredibly dangerous, Twilight.”

“I did say that. I also said you wouldn’t like it.”

“How dangerous?” Fluttershy asked with a squeak of fear coloring her voice.

“Is it more dangerous than tryin’ to climb a near vertical mountainside or traversin’ the Everfree Forest? ‘Cause if not then I think it may be our best bet.” Applejack gave a quick nod to Twilight and put a leg around Fluttershy to calm her down.

While they were discussing their options they failed to notice the tunnel’s entrance begin to move on its own.

“Um, girls?” Fluttershy said to try to grab their attention, but she wasn’t loud enough to be heard over their voices.

“Girls?” Fluttershy said in a louder voice, but with the same effect.

“GIRLS!” Fluttershy shouted at the top of her lungs.

“What is it, Fluttershy? Did something appear out of the Everfree?” Twilight asked as she looked around the forest to try to find the danger as the others panicked as well.

“Oh, it’s nothing like that. I just noticed that the tunnel opened for us, all on its own,” Fluttershy said as she hid partially behind her mane due to her friends’ reactions.

“Okay, that’s just weird. Kinda creepy, too.” Twilight eyed the tunnel with suspicion. “Well, either we’re getting really lucky or this is some sort of--”

“Trap!” Pinkie interrupted in an altogether too cheerful voice for the implications.

“You do realize traps are generally bad things, right?” Rainbow asked with an uncertain voice. You could never tell with Pinkie, after all.

“Yeppers. Buuut~, they can also be super cool and we don’t really have much of a choice of where to go, right?”

“Unfortunately, Pinkie makes a good point. Not much point in stallin’ any longer when we’re gonna go in anyway,” Applejack said. With years of farm work giving her a well-developed sense of practicality and drive, she was the first to walk into what was a clearly unnatural tunnel. But then, nothing about the Steps was ‘natural.’

The others followed in at their own paces with Rainbow hurrying to catch up with AJ while the others slunk in as a group. As soon as they were all in, they noticed that the little amount of light they had was fading. They looked behind them only to notice that the entrance was quickly closing behind them.

“Oh, come on! Is this mountain alive or something?” Rainbow Dash shouted into the darkness.

“I-I’m s-sure there’s a reasonable explanation for this,” Fluttershy said though she wasn’t able to hide the fear in her voice.

“Hey, guys? Did anyone stop to think about where this tunnel goes to? What if it doesn’t go anywhere near the castle?” Pinkie asked as she rubbed her chin and looked to her friends. In the darkness, she could only see silhouettes but she could tell they had all stiffened in shock.

“I guess we’ll just have to find out. If nothing else teleporting out of the tunnel would be easier than teleporting in.” Twilight lit her horn and started to walk forward. The other’s quickly followed. “Does this cave seem weird to anyone else?”

“Oh, it’s definitely weird. The walls and floor are smooth but there’s no sign of anything that would have eroded them. Then again, you said nothing about the Steps is natural so how would I know any different?” Pinkie bounced along as Twilight stared at her.

“I’ve been meaning to ask; how do you know so much about these things?” Twilight asked. She braced herself for some nonsensical answer from Pinkie but was shocked by what she heard.

“I grew up on a rock farm, silly. This kind of stuff is really basic when you do it all day growing up.”

“I never would’ve guessed you were any kind of farmer let alone a rock farmer. Aren’t rock farming families usually really strict?”

“They are. To this day, my parent’s have no idea where I came from. Well, obviously they know where I came from; they’re my parents, duh.” Pinkie continued on like it was the most simple thing imaginable. So caught up in trying to figure her out none of her friends noticed the light gradually brightening. When the lighting was finally enough to overpower the light spells cast by Rarity and Twilight they finally took notice.

“Are those lights embedded in the side of the tunnel?” Applejack asked

“Yeah. There’s no way that’s natural. Those all look electric!”Rainbow Dash said in disbelief.

“Electric lights inside the Steps? This mountain has been here for a thousand years and those lights weren’t even close to being invented back then,” Twilight said.

“Maybe somepony’s been living here. It would explain the tunnel and the lights,” Pinkie said.

“Who would want to live out here? How would somepony live out here? While it’s true no monsters have been seen on the Steps, just getting here would kill most anypony and then you’d have to leave to get food thus exposing yourself to further attacks. None of this makes sense!”

“Calm down, Twilight. Sure, none of this makes sense but we have a job to do. We can figure things out once we’re done,” Rainbow said as she floated over the panicking unicorn.

“You’re right, of course. Still, I feel like it’s important.” Twilight started to lead the group further into the tunnel. As they walked the tunnel started to slope upwards. “Maybe this does go to the castle after all.”

Eventually, they came across a fork in the tunnel. The way right was dark while the left was lit. Looking towards each other they seemed to all ask the same question: light or dark?

“Um, if it’s okay with you guys, I’d rather stay in the bright tunnels,” Fluttershy said.

“It does seem to go in the right direction,” Applejack concurred.

“Maybe the lights are trying to guide us. You know like ‘if you want to see the light of the sun then follow the lights’ or something like that.” Pinkie bounced in place in excitement.

“Wouldn’t that mean that there’s someone or something helping us even though we can’t see, hear, or tell that he/she/it is around?” Twilight asked.

“Well, that’s not creepy at all. What if it’s the opposite? Maybe we should go in the dark. For all we know this is a trick by Nightmare Moon,” Rainbow said with wariness coloring her voice

“Well, I, for one, would prefer to see where we’re going without exhausting our magic,” Rarity said.

“Well, we aren’t splitting up. It sounds like most of us want to go left. Can anyone think of a legitimate reason we shouldn’t?”

“What about the trap thing I just mentioned?”

“The dark could be a trap just as easily, Rainbow. Given she wants eternal night I think the dark is more up her alley.”

“Yeah, alright. Left it is.”

They journeyed through the tunnel coming across more and more paths. Always only one of them was lit and so they continued to follow the lights. The path wound back on itself sloping harshly in places. Their legs ached and their lungs cried out for fresh air. On and on they continued in this loop. It seemed to them they should have reached the castle by now.

“You know this is looking more and more like a trap,” Rainbow Dash said as they turned another corner.

“How is this looking more and more like a trap? Nothing has happened to us and we aren’t going around in circles like before.” Twilight had to believe it wasn’t a trap. If it was it was already too late to do anything about it.

“Yeah but we don’t need to go in circles. For all we know this thing is taking us to the other side of the Steps or all the way to the top. If we were gonna reach the castle we should have gotten there by now. It was only 2 kilometers above us and we’ve been walking for hours.

As they were saying this an exit appeared before them. The Castle of the Two Sisters was standing right before them.

“You were sayin’ somethin’ about this bein’ a trap?” Applejack shot Rainbow a smirk.

“Laugh it up, hayseed. Somepony has to think about stuff like that. I’m just trying to look out for all of us.”

“Says the mare that stayed up all night before falling asleep while the rest of us waited for her,” Rarity quipped.

“Hey, that was for you guys, too.”

“Okay, okay. Let’s just get into the castle, grab the elements, and defeat Nightmare Moon before we all freeze to death,” Rarity said as she tried to calm the irritable flier.

With a roll of her eyes, Applejack started forward to the stairs that would bring them into the castle. They advanced cautiously, wary of any traps that might’ve been set.

As they entered the castle itself they saw a grand foyer spread out before them. There in the center of the foyer was an odd statue with five arms, each holding a stone orb. They walked in a huddle, each one glancing about for traps. They reached the statue without incident and breathed a small sigh of relief.

“Are those the Elements?” Fluttershy asked.

“What makes you think that, darling?”

“Well, there used to be a plaque here”--she pointed at a bare rectangle on the base--“ and it looks important.”

“Hmm, I can sense some magic within these orbs as well,” Twilight said.

“So these are them? That was easy. Let’s grab ‘em and blast Nightmare right in the flank.” Rainbow smirked at the idea

“That’s great and all but how exactly do we do that? I wasn’t taught how to wield ancient artifacts in school.” Rarity hated being the bearer of bad news but practicality came before feelings.

“The book said that a spark would awaken them. I don’t know exactly what that means but it’s a start,” Twilight said as she started to poke around the statue.

“How about this?” Pinkie asked as she pulled out a taser and touched the orbs with its ‘spark.’

“Pinkie, what is that and where did you get it?”

“It was just laying around. Maybe somepony had it in case of emergencies? Hmm, that gives me an idea.” Pinkie narrowed her eyes in contemplation.

“Anyway, how are we gonna do this? Maybe we should leave Twilight alone so she can think?”

“I’d rather you didn’t. Who knows where Nightmare Moon is right now and I’d rather not have to face her alone.”

“How unfortunate then.” The voice sent a chill down their spines. Nightmare Moon materialized behind Twilight and the Elements giving the group a deadly glare. She snatched Twilight and the Elements in her magic and teleported away.

“Oh my gosh! We need to go help her!” Pinkie screamed out

“Yeah but where did they go?”

“I saw a flash from one of them windows over there. Maybe if we look out ‘em we can figure it out.”

The group rushed over to the window scanning for any sign of where their friend had gone. Several tense moments passed. Several of the group grew impatient wanting to bolt and hope to find their friend but realizing they needed information to do anything worthwhile.

“There! That window in the tower just flashed purple. I bet Twilight’s fighting back.”

“Let’s hurry. Twilight can’t last too long against somepony like that.”

“Why have you come here, child? I can only assume you know something of the Elements. Still, you are either very brave or foolish to face me. Considering the size of the town I found you in I would wager foolish indeed.” Nightmare Moon sat across the room from her small adversary. She felt something from this unicorn. It was why she had separated her from the others and why she was offering her the courtesy of a dialogue before Nightmare decided on her fate.

After recovering from the teleport, Twilight immediately lit her horn to defend herself from her larger and stronger opponent. “Maybe so, but I couldn’t just sit back and watch everypony suffer under your rule. Not to mention Princess Celestia.”

“Do not speak to me of that traitor. I merely wanted to be recognized for what I do and she banished me for a thousand years. Hopefully, a thousand years gone herself will help her see reason.”

“Without her, we’ll all either freeze or starve to death. Have you thought of that, Your Majesty?”

“You think me a fool, child? I am no monster to kill my own subjects. I spent many nights planning how to ensure safety during my endless night.”

“Well, you’re doing a great job of that so far.” Twilight wasn’t sure using sarcasm with what amounted to a god was a good idea but her usual restraint had been eroded by the stress of the situation.

“Oh? Who then has perished?”

“Safety doesn’t just mean not dying, Nightmare Moon. You’ve plunged the entire kingdom into chaos and have made violence, theft, dishonesty, and all manner of other unpleasantries come out of the woodworks due to your ‘endless night.’ So, tell me. How is the common pony safe during all of that?”

“Is the guard so incompetent in this day? In my times, a crisis such as this would have been met with order and safety.”

“The guard has been diminished since we’ve had a thousand years of peace. Your time is over. We have made leaps and bounds in every field of study since you were banished.”

“Truly? And your advances protect you from disaster? Is the guard no longer trained to keep the populace calm or help them seek shelter? If so, even more reason Celestia should abdicate.”

“We’ve had no need for disaster relief for a thousand years. The guard is still trained to help in time of need, but their numbers aren’t what they used to be. Princess Celestia was the main reason that nopony worried about disaster or war or anything. Her very presence could calm even the fieriest of situations.” Twilight spoke with fire in her voice. She tried to convey to Nightmare just how much had changed. Nightmare didn’t seem completely mad so perhaps reason would work. If not, it bought time for her friends to get there.

“Hahaha, I can assure you she is far from as perfect as you seem to think, little one. This is often a problem with ponies who don’t often see their rulers. There is no shame in your ignorance.”

“Whether she is perfect or not is beside the point. She is my teacher and I trust her judgment. She is the one who has given us peace. You? You’ve given us nothing but chaos. You might as well be Discord incarnate.” Insults might seem petty at this point but she was willing to get in any shot she could. Perhaps her anger would make her blind to Twilight inching closer to the Elements.

“Do not insult me, child. Such things are expected during change whether for better or worse. Ponies have always loved their routine whether it was for the best or not. I have not even assumed rulership and already you judge me unfit. Truly, you are Celestia’s student to jump to such rash and unfounded conclusions. If I was truly as bad as you say, would I be talking to you right now? You would be dead and I would be laughing.” Nightmare turned her nose up at the idea she could be related to Discord in any way. Twilight took another step while Nightmare was distracted.

“While it is true that you aren’t entirely bad. I have plenty to found my judgment on.”

“Do enlighten me.”

“The method you chose to gain power shows that you can’t handle somepony on the level of Celestia without getting rid of them entirely. Due to the way you decided to announce your arrival the citizenry fear you. This will only breed discontent and rebellion. All the decisions you’ve made since your return have almost undone all that Princess Celestia has worked to hard to achieve. Once the other nations find out about the discontent they won’t hesitate to take advantage. They might even decide to invade. With the chaos brought by your arrival and subsequent takeover, Equestria will be poorly prepared for any financial or military crises. Thus, you are unfit to rule.”

“I can see that Celestia’s foolish notions have poisoned your mind. I didn’t want to do this, but I have no choice but to restrain you indefinitely.” Nightmare conjured chains to wrap around the mare before her.

“Ha! You’ll have to do better than that if you want to stop me,” Twilight called as she teleported behind Nightmare and onto the Elements.

“I admire your courage but if you wish to goad me you’ll have to think of something more creative than that. I have heard better provocations from puppies.”

“And here I thought that Discord remark earlier would’ve at least ruffled your feathers. Anyway, I believe this is where I say something heroic and then we start to fight, so...

“Fight? If you think you can put one up you are welcome to try. I will even give you a free shot. Don’t waste it.”

“Oh? That’s foolish of you, Nightmare Moon. You seem to have forgotten about what I’m standing over,” Twilight said as she began to charge the elements with her magic.

“Me the fool? I’m afraid those are nothing more than stones.”

“You can’t fool me, Nightmare. These have a magical signature coming from them and were in a display.”

“I always did enjoy enchanted sculptures before my banishment. Did you really think the Elements of Harmony would be sitting in the foyer for all to see?”

“Well, yes. If these aren’t the Elements then what are they enchanted to do?”

“They were meant to levitate in ever-changing patterns to mesmerize all who entered the castle. Displays of power and wealth are important, you know.”

“Oh, crap baskets. Well, time for plan B then,” Twilight told her as she started to sweat nervously.

“Go on.”

“Leg it!” Twilight called as she teleported out of the room.

“A hunt after all this time! How amusing.” As she took off to hunt the little fool the others that had been with her ran into the room.

“Y’all okay in here, Twilight?” Applejack called as she entered the room they’d heard Twilight’s voice in before the latest flash.

“I’m going to have to deal with you quickly. Celestia’s pupil is much more of a concern. I apologize if any of you are hurt.” Nightmare lit her horn to conjure more chains to bind the unfortunate group.

“Run, Twilight, run! Queen Meany-pants is coming after you!

“Your concern for her is touching.” Nightmare Moon strode past the restrained ponies. Deciding that Celestia’s pupil deserved her full attention she once again cast her life locating spell. The results were unexpected. It showed six lives in the room she had left instead of five and there was no one in the rest of the castle. The child must have heard the pink one shout and returned to save them. Turning back around, she rushed back up the stairs. She doubted they would try the Elements after her earlier gambit but it never hurt to be cautious.

“Hold on girls. I’ll have you out of those chains as soon as I can then we can either run or face Nightmare Moon together,” Twilight told her friends as she began to work at dispelling the summoned chains.

“Get out of here, Twilight. I really appreciate you not wanting to leave us but somepony needs to escape to let everypony know about the Elements. Somepony is bound to be able to use ‘em,” Rainbow said with desperation in her voice.

“There will be no escape, my little pony. For you see, it’s far too late for any of you to get away and I can’t allow knowledge of the Elements to spread. Therefore, you’ll all be prisoners here for the rest of your nights,” Nightmare Moon said as she calmly strode up to the six mares. The sneer she gave them showed just what she thought of their attempts at resistance. “Don’t worry, I will be good to all of you. Perhaps we will even be friends in time.”

“Friends? You don’t even know what friendship is. .Friendship has laughter, honesty, loyalty, generosity, and kindness. These mares have shown me that in the last couple of days. I can’t be more grateful for them. That’s why we’ll never yield to a tyrant like you!” As she spoke the rocks in the middle of the room began to glow with power and levitate closer to the group.

“No! I won’t let you send me to the moon again. I’d rather destroy the Elements than go there again!” Nightmare unleashed all of her magic on the stones but her efforts were in vain. The elements continued to glow brighter as they neared the group.

As if being told what to do, Twilight started to speak. “Rarity, who gave up a year of her life without fuss to ensure our safety, represents Generosity. Applejack, whose candor helped me through a dark time, represents Honesty. Pinkie Pie, whose attitude helped us through our terror represents, Laughter. Rainbow Dash, who stayed up for hours past exhaustion to ensure our safety, represents Loyalty. And Fluttershy, who was able to find a friend where everypony else saw an enemy, represents Kindness.” As she spoke of each mare and their deeds the rocks floated over to them and shaped themselves into a necklace for each to wear. “I can feel each of them in my heart. I’m so glad you all could be my friends. The last element, Magic, provides the spark to ignite the flame of friendship.” As she declared the last element a stone appeared above her from nowhere shaping itself into a crown.

As the last of the elements appeared a huge wave of harmonic magic washed over Nightmare Moon. As the rainbow dissipated the new Elements of Harmony were let back down to the ground exhausted but otherwise unharmed.

Then, as a glowing orb descended upon them they heard a song from within it. Princess Celestia stepped into the room, continuing to sing. None dared to interrupt her and only Twilight dared to even look upon her countenance. As such, all but Twilight were surprised when Celestia spoke after her song. “Princess Luna, it has been a thousand years since last we saw each other. I hope you can forgive me for all I’ve had to do. We were meant to rule together, little sister.”

The Elements looked up to see a small alicorn sitting in front of Celestia. They looked to each other in confusion though none spoke. “That song. I dreamt of it during my time in the moon. I thought it was just a delusion, that you couldn’t possibly feel sorry for anything. You never seemed to care before.” Her voice was quiet and trembling with uncertainty.

“That has haunted me this whole time. I convinced myself that everything was fine and because of that you suffered far more than I imagined. Please, Luna, I want to try again.” Celestia bowed her head to look into Luna’s eyes

“Once more equals? It is more than I could wish. I have missed you so very much, Celestia,” Luna’s voice was no longer quiet and trembled with emotion instead of uncertainty. She leapt past her sister’s head to squeeze as much of Celestia’s body as she could.

“Seeing family reunited after such a long time is enough to warm even my heart,” a deep voice called out to the room. The voice continued, “My name is Magnus the Red and I welcome you all to my castle.”

Author's Note

Hello everyone. I hope you all enjoyed this chapter. I had a some formatting errors bringing this in from gdoc so I apologize for the weird breaks. They were all originally centered but for some reason fimfic doesn't like some of them.

This is my first story and I've spent a long time trying to get it just right. That being said, I doubt I found everything. If you have any correction, tips, or comments please feel free to let me know.