You Spelled it Wrong

by Ex-Ed

Rating: teen
Tags: Princess Celestia, Crossover, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Comedy, Romance, Big Macintosh, Random, Adventure, Derpy Hooves
Length: 29852

The Mane Six go on separate journeys to save Equestria from chaos after a magical mishap.

On a seemingly ordinary day, Ponyville is thrown into mass chaos when Twilight's latest spell goes awry. The Mane 6 must separate to solve the chaos Twilight's broken spell caused, though they're not exactly alone for their separate journeys either.

Rainbow Dash's must team up with her heroes to save a reckless pegasus from the now-living Rainbow Factory, Applejack and Rarity must keep the now-foal Princesses in check, Fluttershy and the love-stricken Big Macintosh need to journey into the Everfree Forest to find what's disturbing the animals, Pinkie makes a new, somewhat destructive (and very hungry) friend, and Twilight must do her best to fix the whole thing.

As expected, things don't get any less complicated when a tank, two dimensional-traveling ponies, a wild minotaur, murderous rainbow soldiers, and Derpy are thrown into the mix either...

More Info:
--Slight Crossover with Kirby--
--Shipping: Fluttermac and Carajack (well... more or less played out for laughs for both parties)--
--Contains sexual themes, crude humor, and a blatant reference to the-fiction-that-shall-not-be-named--

Published 2012-05-23 04:34:02 UTC
Last updated 2013-02-24 13:19:51 UTC

Chapter 2

Canterlot

"Why's the sun coming up and down?"

"Why are the stars dancing?"

"Why does the moon have a picture of Sapphire Shores engraved on it?"

"Is that a Weird Alpaca song I hear playing?"

Cries of confusion from the mainly-unicorn population rang out. Elsewhere, Applejack and Rarity were in the apple-carriage, being pulled by Caramel and Noteworthy. Twilight had managed to improve her spell on the carriage, so it would last far longer until returning back into an apple. The two mares were inside the carriage in awkward silence as they sat on the floor. They both silently thought to themselves what sort of trouble they'd be up against.

To break the silence, Applejack decided to start a conversation. "Whatcha suppose the princesses are doin' right about now?"

Rarity looked out of the window. The crescent moon did a cartwheel through the Big Dipper. "Rediscovering how to use their powers..."

"Ah never did understand magic." Applejack admitted. "Tha' kinda chaos it can make is just too much fer me." The farm pony instantly recalled the last Winter Wrap Up, the Parasprite incident, and the Smarty-Pants craze.

"Admittedly, I do suppose it can get out of control." Rarity replied. "Then again, it does have the power to make things far easier."

The carriage stopped suddenly, almost tipping the ponies over. "We're here! I think..." A masculine voice called out.

Applejack got onto her hooves. "You ready partner?"

Rarity fixed her posture as well. "Yes I am, darling."

Rarity used her magic to open up the door and the ponies exited. They stood in front of the castle where the child princesses resided. Applejack turned to the stallions.

"Ah appreciate the ride Caramel. You too Noteworthy." Applejack thanked.

Rarity also offered her thanks. "We do sincerely thank your willingness to bring us all the way here."

Caramel smiled at the farm pony. "Anytime girls."

"Oh!" Applejack realized. "That reminds me, I gotta give ya somethin' fer yer troubles." She ran back into the carriage, leaving the stallions alone, as Rarity was already on her way to the castle.

Caramel turned to his blue-coated friend. "She totally likes me. Applejack's gonna give me something; and whatever that something is, it'll be from her..." Pink hearts lazily floated around the stallion.

Noteworthy refrained from replying with "Love's a lot less thrilling after mating". He didn't want to squash his friend's enthusiasm.

Applejack came out from the carriage with a small, decorative present in her mouth. She placed it next to Caramel. "From me ta' you!"

The pony was then running towards the palace, shouting "Wait up Rarity!"

Caramel beamed at his gift. Before Noteworthy could give him any comment, advice, or deadpan joke, Caramel started ripping open the box.

Inside, however, were just two red apples and a note.

Ya’ll share now, ya hear?

-Applejack

"..." Caramel stared at the opened box with a stoic stare. Noteworthy walked up to him and placed a sympathetic hoof on his shoulder.

"A blind mule would have seen that one coming from a mile away."

Back with Rarity, she had run all the way to the palace gates; although, Applejack fell a bit behind. Two unicorn guards were stationed there in front of the gates, with the usual emotionless expressions on their faces.

"Excuse us, gentlecolts," Rarity said. "But we need to get into the palace."

The guards remained expressionless.

"Umm… we are here to see the princesses, so if you would kindly-" Rarity took a step forward, only to be blocked when the guards blocked the way with their horns.

"No one sees the princesses." The first guard shouted.

"But we're here to-"

"No one."

"We just want to-"

"No one."

"Would you give me one minute to-"

"No one."

Rarity sighed. "Can't you- EEP!"

The guards, apparently annoyed, lowered their heads and got into a charging stance, sharp horns aimed right at the white pony.

"No. One." The guard repeated. "I suggest you leave. Now."

Rarity slowly backed away, giving the two guards a dirty look. She turned around, seeing that Applejack had finally caught up.

Applejack panted, trying to regain her breath. "Next time… Wait up fer me…"

"I'll keep that in mind." Rarity replied. "We have bigger problems though."

"You mean other than the fact that the sun just went down two seconds ago and is back up?"

"Indeed. Those guards won't let me in."

Applejack put a hoof to her chin. She looked at the walls. Over 6 feet tall, so there was no way either of them could go over it.

"Hmm… Ya' suppose you can try doin' that fancy teleportation spell Twi' did?"

Rarity thought for a moment. "I suppose I could. But I've never done so before."

"Well, we got no other way of gettin' in there." Applejack replied. "Jus' give it a shot."

The unicorn sighed. "Very well. Grab onto me."

Applejack nodded and grabbed her tail with her mouth. But then-

"Ow! Gently, please!"

"Just get on with it!"

She sighed. "Very well."

Rarity silently powered her horn. The blue light was surrounding it. It spread around Rarity and her partner. In a flash, they were both gone.

Rarity opened her eyes to see that she had conveniently teleported right one of the balconies of the palace. "Haha! I've done it! Applejack, I did-"

She then realized that Applejack was not with her.

"Hmm…" Rarity said to herself. "Where has that pony gone?"

"Give it back!" She heard a young filly's voice yell. "It's my turn to play with her!"

"But she's my bird!" Another filly's voice shouted back.

This was coupled by the sound of glass smashing. The moon then rattled violently. Rarity took note of that.

"That must be the princesses!" Rarity analyzed. She quickly made her way into the hallways and followed the sounds of crying and things breaking.

A few minutes later, she had found the door leading to Princess Celestia's room. Considering how it was crudely painted several colors, she assumed the fillies were in there.

She opened the door with telekinesis and stepped inside. A young Celestia and Luna were both pulling on the wings that belonged to the poor phoenix Philomena. With their teeth.

"She's mine!" Celestia insisted between closed teeth.

"Nuh-uh!" Luna replied. "Mine!"

If Philomena could talk, her response would most likely be, "Don't I get a say in this?"

"Girls! Put that poor creature down this instant!" Rarity demanded.

The two fillies looked up, letting go of the phoenix. Luna spoke first. "You're not our mom… I think." She turned to her sister. "Is she?"

"I don't know." Celestia replied. "When was the last time we even saw mom?"

The two fillies, seemingly have forgotten about the stranger that had just broke into their room, thought for a moment.

"Ahem." Rarity cleared her throat to get the princesses' attention. "Your mother is… erm… sick, so I'll be um… babysitting you. And when she shows up, so will my partner. You may call me aunt Rarity."

The princesses exchanged glances. "Can we call you auntie[ Rarity?" They both asked at once.

"Whatever you wish." Rarity replied with a smile. She just had to babysit two fillies with Applejack until Twilight found the solution to the whole problem. How hard could it be?

"EEAAAAHH!"

All three ponies looked outside, to see Applejack falling from the sky, covered in soot and broken concrete.

With a very loud thud Applejack crashed into the ground, leaving a three-foot deep pony-shaped hole at her landing spot.

"I guess I'm not cut out for being a magician…" Rarity said with a bit of embarrassment in her voice.

Everfree Forest

Fluttershy's nerves tensed. Who's wouldn't have? She was journeying into a dark, eeiry forest that had huge monsters and beasts that were scarred by an even scarier monster or beast. She barely knew where she was and heard rustling in the bushes and trees. And to top it off, she was traveling with a pony was trying to come onto her, which was also scaring her to a degree; considering that she had never had anyone else "like" her in a romantic way.

But right now wasn't the time to dwell on her thoughts of romance. Now was the time for action. She just wanted to finish her little mission and-

"Ya look a little cold." Big Macintosh commented.

Fluttershy shivered. He was right, she was cold. One thing about being in an ominous, dark forest that barely saw the sun, was that it was also unnaturally colder than anywhere else.

"A little..." Fluttershy quietly replied, not looking towards the stallion behind her. "But I'm fi-Eeek!"

At unfathomable speeds, Big Macintosh had somehow now closed the distance between his original location and Fluttershy and was next to her, no space in between the two ponies.

"A-Aren't you a bit umm... close?" Fluttershy meekly asked.

"Just makin' sure ya' don't get a cold." Big Macintosh reassured, smiling at the mare.

I need to get out of here! Fluttershy thought. He's getting a little too close for comfort.

Big Macintosh nuzzled the top of Fluttershy's head. She let a heavy blush paint her face.

...Maybe he can come a little closer... The pegasus said to herself. No! Bad Fluttershy! Just back away slowly...

Fluttershy pulled away from the stallion with an embarrassed smile. "I-I'm sorry but..."

Fluttershy took a tiny step back. "I just think that-"

The pegasus ran away from Big Macintosh faster than Pinkie to an all-you-can-eat Cupcake buffet. She disappeared into the forest, just to escape the awkwardness of the past situation.

Big Macintosh wasn't fazed by Fluttershy's rude exit. "Ah'll find her. That lil' filly can't hide from me."

And thus, the marehunt began.

Sweet Apple Acres

Not long after she and Twilight parted ways, Pinkie Pie quickly encountered Apple Bloom, who told her some kind of weird monster was eating all the apples there. Pinkie Pie decided to take a look at this monster herself.

Pinkie, wearing her "disguise" of a pair of fake glasses coupled with an equally fake mustache, peeked from inside the barn. No creature yet.

The party pony was getting impatient. She'd been waiting for twenty minutes, but no creature of unknown origin was there.

"This is soooooo boriiiing..." She complained. A rumbling noise in her tummy brought her to another problem. "And now I'm suuuuuuper hungry!" Then an idea hit her.

"Hungry!" Pinkie realized. "Apple Bloom said the monster thing was eating everything!" The party pony got up and looked around. Luckily, Granny Smith was leaving a fresh apple pie on the window of the house to cool off. Pinkie quickly stole the pie and placed it on the ground.

"Okay mister monster," Pinkie Pie said to herself. "Let's see who you really are!"

Suddenly, the pie wobbled and shook. It was being pulled away from her by a vacuum-like force, "Hey! Come back!" Pinkie shouted. She chased the pie as it started dragging away from her.

She chased after her possessed pie for a good 20 seconds until it stopped. "Huh?" She looked up and saw an pink, ball-shaped creature, no taller than her nor wider than her. It had small eyes and stubby arms. Two red shoe-like feet were at the bottom.

It looked curiously at Pinkie Pie, then at the pie. "Yours?" It asked in a high, squeaky voice. From the looks of it, it had a limited vocabulary.

"Yeah!" Pinky replied in an equally high voice. "I'm Pinkie Pie! Who are you?"

The ball creature looked down and shrugged its non-existent shoulders.

"Aww..." Pinkie sympathized. "You don't have a name?"

The creature shook itself. "No..."

"Hmm..." Pinkie thought for a moment. "I know! I'll call you... Sweet Tooth!"

The ball creature jumped up and down in happiness. "Sweet Tooth! Sweet Tooth!"

Pinky laughed along with Sweet Tooth. "Hey! We should totally throw you a 'Welcome to Ponyville' party! It'll be a blast!"

Sweet Tooth bounced again in agreement.

"Let's go little guy!" Pinkie said. She turned and started walking, expecting the little pink ball to follow her.

"Pinkie! Pinkie!"

The pony turned around, seeing Sweet Tooth with the pie she had forgotten about in his hands. "Yours!"

"Aww... How sweet!" Pinkie smiled. "Hey! We should totally cut it in half!" She took the pie and took the tin wrapper off. She grabbed a nearby fallen stick and cut the pie in half with it. Each pink creature took their share of the delicious morsel and ate it in one bite. "Now let's go get that party started!" The two creatures left the farm.

Nearby, two ponies fell out of an apple tree, one mare and one stallion. The stallion was a pegasus who had a midnight blue coat with a black, unkempt mane, while the unicorn mare had a magenta coat with a brown, finer mane with streaks of blue. The stallion had a mask for a cutie mark and the mare had a music note for one.

"This is just great!" The colt complained. "One minute we're trying to run away from those dumb guards, the next, we find a spiraling portal that sends us here and turns us into horses!"

The mare wasn't in a good mood either. "Let's just find the dog and get out here."

The colt noticed a messy object. He picked it up with his mouth. "Whass ssis?"

"Looks to me like a tin pie wrapper." The mare replied.

"AHA!" The two ponies turned to a wrinkly, green mare. "So yer' tha ones that took mah' pie!"

"Oh no, no, no ma'ma," The colt explained. "There seems to be some mistake-"

"Ah'll say!" The cranky grandmother cried. "Ya dun goofed up and ate mah' pie! Git' outta here before ah call tha' cops on ya! Oh wait, ah already did!"

As if on cue, chariots of royal guard ponies arrived on cue.

"Un-freaking-believable..." The gray stallion complained.

Cloudsdale

"First off," Rainbow addressed. "Is getting rid of those oddly-shaped guards."

Right now, Rainbow's crew had pushed closer to the factory, but was held from actually taking the factory over because the strangely shaped rainbow guards were using some kind of weapon that created miniature rainbow bullets and sent them flying at them at insane speeds.

"I think I saw those kinda things in a book once." Derpy claimed. "They're called 'hyoo mans'. They do the weirdest things..."

"Like what?" Cloud Kicker asked, genuinely interested.

"Well, they like to start wars, commit genocide, and write stories!" Derpy said. "But some of them involve... unsanitary things..."

"Okay..." Rainbow said, attempting to ignore the gray pegasus. "How do we get past these things?"

"Oh oh! I know!" Derpy shouted. "We can lure the hyoo mans with things they like!"

"They're rainbows." Spitfire pointed.

The gray pegasus looked away from the Wonderbolt and let a frown appear on her face as a single tear fell from her face. "Nopony understands my ways..."

Rainbow Dash thought for a moment. "We can't sneak up on them, since wings aren't exactly silent... We can't charge head on..."

"Uhh... Rainbow," Soarin' interrupted. "We've got another problem..."

He pointed over to the factory. It shot out several rainbow oozes from a window. Unsurprisingly, they fell to the ground accompanied by a subtle 'splat' sound.

"Eew..." Cloud Kicker commented.

However, something very unnatural happened. The ooze puddle bubbled and made a audible "sss..." sound. Soon, the puddle reformed into what appeared to be a humming bird.

"My mind just broke a little bit..." Soarin' said.

"Wait..." Rainbow realized. "If the factory can make creatures that eat and sleep... then that means it can create anything! And if it can create anything..."

...

"WARNING. NUCLEAR RAINBOMB DETECTED."

BOOOOOOMM!

And thus, the entire world of Equestria was leveled to nothing but smothering ash, dust, and the remains of a rainbow.

...

"It could mean the end of everything!"

"Don't be silly, Rainbow." Cloud Kicker nudged Rainbow with her front leg. "I don't think the problem's going to escalate to that proportion."

As if on cue, the factory spat out another blob. This time, it animated itself into a bomb and rolled off the cloud all on its own.

"Mother of Celestia, I was so wrong." Cloud Kicker apologized.

"We gotta get Wingkins outta there." Rainbow Dash concluded. "But we can't do it with those guards in front of the factory. There's gotta be a way to distract them or something..."

Derpy would have snapped her fingers if she had any. "Idea!" She quickly flew away. Only a few seconds later, she returned with her mailmare bag. "If I'm right, these hyoo mans can't resist this!"

She shuffled through whatever was in her bag. She ran out from the safety of the barricade, despite the pleas of her teammates. She got up close to the guards. They were about to shoot her with their weapons until she put a hoof in front of them, signifying she told them to stop.

"Look what I've got..." Derpy taunted, waving a picture grasped in her hoof (who needs logic?).

The guards' jaws dropped. One of them excitedly yelled, "Oh my gosh! A picture of Fluttershy autographed by Lauren Faust!" He proceeded to let out an extremely fan-girlish squeal.

"THAT PICTURE IS MINE!" The other guard shouted.

"No, mine!"

"Mine!"

"It belongs to me!"

"LIES! I claim it to be Gregory Anderson the 3rd's! Which is me."

"Yeah? Well... Well... Cove Jackson had his scientists invent nuclear cantaloupes!"

"Who?"

"I just did an internet! Your logic can no longer comprehend the very fabrics of universal space and time."

Derpy coughed loudly to get the guards attention. She threw the picture off the cloud. It floated in the air as it slowly descended.

"MINE!" The guards both yelled in a very discorded-Rarity fashion. They both proceeded to jump off the cloud like idiots, fighting each other in a huge ball of violence in mid-air.

"You did it Ditzy!" Rainbow Dash congratulated. The rest of her Motley crew had run up to Ditzy Doo by now. "How'd you know?"

Ditzy laughed. "Everybody loves Fluttershy!"

A long pause.

“Wha, wha, whaaa…”

"That's something I'd expect from Pinkie Pie..." Rainbow Dash muttered under her breath.

"Well come on guys," Soarin' called out. "Let's go save that featherbrain!" They five were now well on their way into the factory.

Chapter 3

Ponyville

"You'll love all my friends, Sweet Tooth!" Pinkie Pie claimed as she led the puffball into town. "Too bad they're all busy saving Equestria from certain doom!"

Sweet Tooth looked up at Pinkie with curiosity. "Doom?"

"Oh don't worry your cute little head! I'm positive they've got it all under control!" Pinkie gasped. "Oh! I do know one of my friends you can meet! Twilight's probably in her library right now! Let's go!"

Sweet Tooth jumped excitedly. "Yay!" He followed his new-found owner to the tree-house of the magical lavender pony.

It didn't take long at all until the two partners in crime were at Twilight's home. Pinkie knocked on the door with her hoof, but neither of the residence answered.

"Huh..." Pinkie turned to Sweet Tooth. "Twilight said she'd be in here. Let's go in ourselves!" She turned to the author. "Hey mister author, can you teleport us in there?"

And then Pinkie Pie and Sweet Tooth were in Twilight's house. "Thanks!"

Twilight jumped when she saw Pinkie Pie suddenly appear, nearly tipping over a dangerously unstable chemical she was running some tests with. "Ahh! How'd you get in here? I locked all the doors and windows!"

"I had some outside help." Pinkie replied. "Anyways, I wanna show you my new friend! Come on out Sweet Tooth!"

The shy puffball peeked his head out from behind Pinkie Pie. He meekly waved a stubby hand at the unicorn.

Twilight raised an eyebrow. "Pinkie, I've got a lot more serious issues than meeting some creature. There are filly princesses, rainbombs going off everywhere, and apparently I've been told by Fluttershy's pet bunny that Big Macintosh fell in love with her. I'm sorry, but we'll need to put the introduction on hold." Twilight headed towards a bookshelf and used her magic to take out several books.

Pinkie thought for a moment. "How about... we help you then?"

Twilight dropped all of the books she had. "Umm..." She attempted to make up an excuse. "Sorry, but these experiments requires the upmost care or else it could lead to even more disastrous events."

"Like what kind of disastrous things?" Pinkie asked, cocking her head.

The unicorn grew a distant look in her eye...

…

Applejack walked into her home after a long day of applebucking. "Finally some time to mahself." She smiled. As she entered, she noticed something in the corner of her eye. "What's this here?"

It appeared to be some kind of small, forest green, round object. Applejack picked it up by a ring sticking out from the top. But after about a second, the rest of the ball fell to the ground, leaving the ring in Applejack's mouth. She spat the ring out. "What in tarnation is this about?"

The ball beeped.

"Ah crab apples..."

BOOM!

...

The princess calmly walked out of her palace to raise the sun. However, she noticed something.

As she raised the sun up-

BOOOOM!

It violently exploded in an amazing shower of Jordan almonds and silver spoons.

Princess Celestia didn't understand. The sun had exploded for some unknown unreason. This would leave all of Equestria without heat, turning it into a barren ice land.

"I thought the first Ice Age would be the last..." She grumbled as Luna walked by.

"Sister, have you seen where the moon went?"

...

"Sir!" The green alien reported. "Equestria has been exploded right out of the universe!"

"Hmm..." The leader replied. "What evidence have you gathered?"

The alien servant replied, "We found traces of immensely unstable magic particles all around where it used to be. We suspect that after an extremely dangerous experiment gone hay-wire caused by a pink pony and an equally pink puffball, Equestria was destroyed in a gigantic fireball."

"On the bright side," The leader rationalized. "We're probably lucky that a planet filled with so many mentally unstable ponies is gone."

…

"... Terrible things..." Twilight replied. "So please, I need quiet while I try to find a way to reverse everything. Why don't you..." The lavender pony thought for a moment. "Help out the others? They'd probably need it a lot more than me."

"Okie dokie lokie!" Pinkie replied enthusiastically. "Sorry Sweet Tooth, but we're gonna have to put that party on hold. Let's pickup some snacks before we go and help out our friends!"

Pinkie and her energetic friend then took their leave by front door instead of fourth-wall breaking means.

"Phew..." Twilight sighed. "That was a close one. Back to research." She turned back to the desk she was working at. She lifted up an apple and a ring with her magic and placed them into a beaker filled with water. "If I can commit the spell after the object in mind has been refrigerated to a temperature approximately twenty percent cooler than its base temperature after ten seconds of continuous air-time, this might just work..." The unicorn charged magic into her horn...

Canterlot

"Whoa! Didja see that explosion?" Applejack asked her partner. "It came from Ponyville... 'Ah dearly hope Applebloom and her friends didn't cause it this time."

The two ponies were in Celestia’s room. Applejack was looking out of the window as she rocked a filly Celestia in her front hooves. Rarity was brushing Luna's hair. Luckily, they had been able to keep the situation under control for the moment.

"If they did, it would not be out of the ordinary." Rarity replied flatly.

"Auntie Rarity!" Luna shouted. After getting Rarity's attention, the filly pointed outside. "Can we play outside?"

Rarity shook her head. "Sorry, Luna darling; but you're much too young to be fiddling in the dirt and such." The filly cried, making the moon vibrate violently.

Being... well, Applejack, she had a different approach. "Come on Rarity, they’re our sisters’ age and we let ‘em out all the time. Besides, being cooped up in here ain't good for nopony."

"While I appreciate your concern Applejack," Rarity replied. "It is far more prim and proper for a princess not to get filthy in mud and grass."

"Proper, schmopper!" Applejack snapped. "They're still kids Rarity; mind you that whatever they turn out to be in the future will be on our heads."

"Exactly," Rarity explained. "Which is why I'll teach them how to behave properly and equalize with all other royalty."

"Rarity. You're not royalty. How would you know anything about a princess's life?"

"I do my research."

Applejack facehoofed. "Reading The Princesshood of the Journeying Saddle don't count."

"It's an amazing novel!" Rarity defended.

“‘Novelocity’ gave it a three star. Kinda lackin’ if ya ask me.” Applejack replied.

Rarity gasped, then gasped again. “That critic is completely biased!”

Realizing that the conversation had been derailed like an internet forum, the earth pony tried to get back on topic. "They still gotta have fun Rarity!" Applejack said.

"Applejack, you may have been raised like one, but I will not allow the princesses to act like vagabonds."

"That's it!" Applejack yelled. "Now ya crossed the line!" She tackled Rarity and the two quickly got into a big ball of violence.

Meanwhile, Celestia and Luna had snuck away when the other two were fighting.

"Auntie Applejack and Rarity are gonna be mad..." Luna said.

"But we're gonna have more fun outside than watching them beat each other up." Celestia smiled. She turned to her younger sister. "Besides, what they don't know won't hurt them."

Everfree Forest

Fluttershy finally came to a stop at a river. She didn't know how long she had been running. She looked up, to see the night sky. The sun and moon had been going up and down all day, so she couldn't tell how long she was running.

"I hope he didn't follow me..." The pegasus said to herself. "What am I going to do...?"

The mare sunk to the floor to catch her breath. In all honesty, she wasn't revolted or scared by Big Macintosh. She was just surprised that he would come onto her so suddenly, and being Fluttershy, she reacted the only way she knew how; by being running in fear. Plus being the first colt to ever do so didn't help her either. Not to mention, she barely knew the stallion! They briefly met a few times when Fluttershy would come around Sweet Apple Acres, but she still knew very little about him.

"It's all so confusing..." She complained silently.

The escape was in the spur of the moment, but now Fluttershy was looking back on that and realized that she was being quite rude when she did that.

"I shouldn't have run off," Fluttershy thought out loud. She walked to the edge of the calm river and looked at her reflection. "Some 'Element of Kindness' I am..."

"But you are kind!" A voice came from the waters.

Fluttershy shrieked and fell backwards. She didn’t expect anypony to hear her. "W-Who's there?"

The owner of the voice responded by spectacularly bursting from the river. It was the purple sea serpent that had his mustache cut off the first time Fluttershy and her friends went into the Everfree Forest. He was still sporting his "half and half" mustache.

"Why it's me of course!" The serpent exclaimed. "I recognized you the moment you looked into the river!"

Fluttershy, now soaking wet thanks to the creature's entrance, whipped her mane out of her face. "Hello... Umm... I never did get your name... you know, the first time we met."

"How could I have forgotten?" The sea serpent realized. "It is a pleasure to meet you, my little pony. My name is-"

"Fluttershy?" A deep voice called out from the distance.

"My name isn't Fluttershy!" The serpent complained.

The pegasus squeaked. "How'd he find me?" She looked around. Only the river was in front of her (well, that and the big, yet-to-introduce himself sea serpent). There was no bridge. There would be no time to swim across or fly across; and even if she did, there were no trees up ahead on that side of the forest for a considerable distance, so she would still get caught by the colt. Plus, all of the forest behind her was not very dense, so it would be nearly impossible to lose Big Macintosh again.

Suddenly, an idea hit her.

"Quickly! Eat me!" Fluttershy begged.

The monster scratched his head. "I don't understa-"

"EAT ME!" The pegasus refused to take 'no' for an answer. She flew up to the serpent's mouth and forced herself into the serpent's mouth and down his throat.

As she predicted, Big Macintonsh ran towards the river. "Fluttershah!" He sighed. "Con'sarnit! She could be anywhere in this dang forest."

For some odd reason (probably from being blinded by love), Big Macintosh had failed to immediately notice a gigantic, choking sea serpent with his glorious hybrid mustache. It took him about another three seconds until he looked up and realized that the sound of the disruptive sounds was coming from a majestic purple monster.

"Howdy. Have ya' seen a yellow pegasus with a pink mane? 'Bout this tall?" The stallion asked, raising a hoof around his neck.

The sea serpent nodded and cleared his throat. "I just saw her too."

"That's great! Where'd she go?" Big Macintosh asked over enthusiastically.

"She actually went- HACK!" He choked. Apparently, the normally timid pegasus had kicked the monster's neck from the inside. "Err... Thatta way." He pointed across the river. "Here, let me give you a ride!" He dived into the water, forming a bridge-like structure with his body.

Big Macintosh sported a wide smile as he hopped on each part of the serpent sticking out of the water. "Thanks a bunch."

"Not a problem at all!" The monster replied.

As soon as the red pony was out of sight, he said to his literal internal captive, "He's gone." He opened his mouth wide open. Sure enough, Fluttershy floated out of the sea serpent's mouth, covered in internal substances.

Fluttershy sighed in relief. "Thank you so much..."

"You didn't have to kick my throat." The sea serpent whined.

"I'm so terribly sorry." Fluttershy honestly apologized. "It's just that I'm in this huge jumbled mess with that colt and... well, I don't know why, but he's in love with me."

“You make it sound like it’s a bad thing. He is quite a handsome colt.” The monster replied.

“True. But, I barely know him… and he is a little…” Fluttershy tried to think of a word. “Brash.”

"And how do you feel about that?" The monster asked.

Fluttershy was silent for a moment. "I… I kinda like it… and hate it..."

The monster nodded, putting a hand to his chin. "Hmm... You have to realize which emotion you really feel or else you might end up hurting both him and yourself."

"Thank you..." Fluttershy responded. But this brought another question in her mind. "Wait... how do you know so much about romance? I mean, since you're a giant sea serpent and all..."

"Uhh... I do... research." The sea serpent quickly hid a book called Twinkle he was holding in his curled up tail. "Well, if I were you, I'd go find him before he gets into trouble! This place is more barren than usual, so that's really saying something."

Fluttershy nodded. "Okay. Thank you so much mister serpent." The pegasus flew over the river to the side Big Macintosh had run off to. After a bit of walking, she entered the second half of the forest, silently thinking. "If something happens to him, I'll never live it down..."

Cloudsdale

The inside of the factory covered with liquid rainbow. Splotches of the material were on the walls and floors. In certain areas, it was nearly impossible to differentiate each step of staircases from each other. There were more 'hyoo mans' inside the factory; though they didn't have weapons. Instead, they wore rainbow helmets and coats as they appeared to research the rainbows with microscopes and test tubes.

Rainbow Dash thought for a moment. "We can't get past them without getting caught by those scientists. We'll need to somehow get deeper into the factory without getting spotted."

"Derpy," Cloud Kicker asked. "Do you have more of those pictures?"

The gray pegasus shook her head. "I thought we were fighting some zombie apocalypse, not evil rainbows, so I packed appropriately."

"Appropriately?" Spitfire asked.

Derpy put her saddle bag on the ground. After rummaging in it for a few seconds, she pulled out an enormous rocket launcher, except instead of a rocket, there was an equally enormous blueberry muffin loaded. "Muffin Blaster Two!"

The others just stared at the pegasus as if she had just committed murder.

After a moment of bizarre staring, Soarin' finally broke the silence. "I want one of those! 'Cept maybe with pie or something."

Derpy rummaged in her bag again. This time she pulled out order form. She tossed it to the colt. "It comes in cotton candy too!"

"Derpy, now isn't the best time." Cloud Kicker whispered. "We still need to get past those rainbow engineers silently."

The muffin-loving pony dejectedly put the Muffin Blaster Two back into her bag.

"Come on guys, focus!" Rainbow Dash commanded, trying to get her team on track again. She took a step forward, only to be met at point-blank by a rainbow-colored rifle.

Unfortunately, with all their chatter, they realized that about ten of the rainbow soldiers had surrounded them, all armed with rainbow weapons from swords to brass knuckles to even what appeared to be a jar filled with ants (All made of rainbow liquid of course).

"Whoops..." Ditzy Doo said.

Cloud Kicker got into a battle stance. "Go guys! Find Leeroy; I'll hold 'em off!"

"Cliche' much?" Soarin' whispered to Spitfire.

"No! We're going to get through this together!" Rainbow Dash insisted.

"We'll never fight off this many foes." Cloud Kicker insisted. "I'll just lead them somewhere else while you guys find Leeroy. Now go!"

The cyan pegasus hesitated before calling the rest of her team to come run deeper into the factory, leaving Cloud Kicker running the other way with the rainbow soldiers following her.

Rainbow Dash just hated the feeling of abandoning one of her friends. She's the Element of Loyalty for a reason, and she had just gone against that element. With a depressed sigh, she continued her team's advancement.

Ponyville

"Hey everypony!" Lyra greeted her small group. They had met up in front Sugar-Cube Corner for their weekly get together that had . Bon-Bon, Vinyl "DJ-Pon3" Scratch, and Octavia were there, each eating some sort of sweet or drinking a beverage. There was one apple pie slice that was left untouched.

"Hi Heartstrings!" Bon-Bon greeted, pushing the pie slice towards an unoccupied seat of the table. "Saved you a pie slice."

"You know that I like to be referred to by my first name." Lyra complained.

Bon-Bon chuckled a bit. "Just messin' with you!" She ruffled Lyra’s hair as if to emphasize her statment.

The green unicorn sat down in an unusual way. "So, what's everypony up to?"

"I booked another gig tonight!" Vinyl proudly exclaimed. "Another one of Pinkie Pie's parties. Said somethin' about a new friend."

"Speaking of which..." Octavia gestured over to a pair of bouncing, pink characters heading towards them. One was easily recognizable as Pinkie Pie, while the other seemed to be an equally pink puffball.

"Hi! Can't talk gotta save Equestria!" The pony said very quickly as she bounced past the small crowd. The small puff ball stopped for a moment in front of the ponies.

"Hello!" Lyra greeted, enthusiastically waving a hoof.

Sweet Tooth sucked up all the food on the table and quickly left without another word. The ponies just stared in shock at how fast the puffball had just stolen their food. Lyra, however, was crying instead.

"Why must every cute, round thing I meet eat my pie?! WHY?!"

Chapter 4

Ponyville Library

Twilight crossed out another item on the list with a red marker. "Okay, so marshmallows are not the ingredient we need to find a cure for magic-induced-fillyhood."

"No kidding." Spike said sarcastically, using a trowel to peel some kind of immobile, green splotch on the wall. Disturbingly, it smelled like a combination of overheated glue and baked goods.

"We need to try something else." Twilight analyzed, putting the marker down. "We need to think of something else that can trigger a reverse effect from my spell."

The two purple creatures thought for a moment, but then an idea hit Twilight. "If the spell had backfired because that gray pony crashed into me... Maybe if somepony crashes into me while I try to cast the spell, it'll reverse the effects on everything!"

Spike was somewhat skeptical on the idea. "But what happens if it only makes things worse?"

"Impossible!" Twilight exclaimed. "For you see," She magically pulled a rolling chalkboard into view. She levitated a piece of chalk and starting writing all sorts of diagrams and equations. "Let's assume that Derpy Hooves is a negative energy source and that my spell was the base of…"

About a half-hour later (actually, it was nearly impossible to tell, since the sun and moon kept swapping places for all that time and the clock was destroyed from one of the experiments), Twilight finished her speech of how the reverse polarity of two negative energy sources would surely be able to fix all the damage the spell had done. Spike had fallen asleep during the first five minutes, which went unnoticed by Twilight due to her continuous rambling.

"-and that's why the effects of- Spike! Are you asleep?"

Spike shot awake at hearing his name. "Huh… wha? Did I miss the fire?"

"You didn't hear anything, did you?"

"Um… It has something to do with magic, right?"

Twilight sighed. Instead of telling Spike again, she just decided to get on with finding the answer to the problem. "Okay, I know what can reverse my spell, now how are we going to recreate it?" Twilight thought for a moment, bring a hoof to her chin. Then another idea reared its head. "Congratulations Spike! You're the new crash test pony!"

A few minutes later, Spike found himself in an unexpected predicament.

"How did I get stuck into this mess?" Spike thought miserably as he sat in a ready-to-fire catapult while tied up. He was aimed right at the balcony of the tree home.

Twilight was right next to him with an encouraging smile. "Now when I yell 'go,' launch yourself into the library and crash into me. When I focus the magic into the rod again, it should fix everything."

"But I don't wanna shoot myself out of a catapult!"

Twilight facehoofed in realization. "Of course! How could I have been so naïve?"

Two minutes later, Spike found himself stuck inside a cannon.

"Not what I had in mind…" Spike mumbled.

Twilight smiled. "This will be better to match Derpy's speed at the time. Owlowicious will light the fuse for you, so get ready."

Owlowicious was ready to light the fuse, match in claw. She ran back into the library, leaving a panicked Spike and a stoic Owlowicious, ready to light the fuse at any time.

About two minutes later, a loud, pained "G-g-go!" came from the library.

"I'm having second thoughts!" Spike cried as Owlowicious struck the match and lit it ablaze. He let the flame connect with the fuse tip. "Wait! Stop Owl-"

BOOM!

Spike was fired out of the cannon at unbelievable-speeds. He soared through the air with a green, fiery tail like a comet.

"OWWIICCIIIIOOOOUSS!" The dragon wailed as he neared the library. He saw Twilight, focusing her magic on another two apples. "This is gonna hurt!"

Like Twilight's calculations predicted, the dragon crashed right into Twilight, knocking them both over. However, instead of the magic being scattered, it instead shot out a wrecking-ball sized bullet out of Twilight's horn, straight through the wall. The result was an enormous, burnt-in hole in the wall.

"It didn't work?" Twilight cried. "B-But I calculated everything to the last thousandth in each equation! How is it possible that it failed?"

Spike got up dazed, stars swirling around his head. "I think… I'm gonna… be sick…" His face turned green as he raced upstairs to find a bucket.

Twilight was left alone to think about what had gone wrong. "It doesn't make sense…" She looked up at her chalkboard. The near-infinite equations were still there. "I don't understand. The power of the cannon was approximate and almost exactly the same angle and speed Derpy crashed into me. I was channeling magic exactly I was before… One apple was a red and the other was green…"

Then Twilight realized what had gone wrong.

"How could I have been so oblivious?" Twilight realized. She used her magic to pick up a piece of chalk and started writing. "If it was a pony that crashed into me, then Spike is nowhere near the correct mass, height, or amount of legs to properly conduct the test! I need Derpy Hooves to perform the test properly!" She clopped her front hooves together and started "clapping."

With a new goal in mind, Twilight quickly rushed out the door, leaving the very air-sick dragon alone to himself. Owlowicious flew inside through the new, gaping hole in the wall. He noticed the apples still on the table and helped himself to the red one.

Canterlot

The two princesses frolicked in the streets of Canterlot. Granted, it was a lot tidier than Manehattan or Fillydelphia, but that didn't mean it was danger-free.

"That was so fun!" Celestia giggled. "It was so funny seeing those weird ponies keep adding dates on their calendar every time we made it daytime!"

"So what do we do now?" Luna asked, looking up at her big sister.

Celestia thought for a moment. "Uhh…" She put a hoof to her chin in thought. Her thoughts were interrupted by a rumbling sound. "Say, let's go get some food!"

Luna nodded. "Okay! Do you have money?"

The white alicorn laughed. "We don't need money."

"Really? Why?"

Ten minutes later, the two young alicorns walked away from a burning bakery with a large meteor crushing it. They carried a basket of cupcakes and smiles.

Not much farther away, Applejack and Rarity were running around asking anypony they could find if they saw the two fillies. They had finally stopped fighting long enough to realize that they let the princesses run off.

"It's hopeless! We'll never catch those fillies." Applejack said after the seventeenth pony she asked denied seeing the fillies.

Rarity sighed. "We must have asked every pony in this town. If we can't find them this will be THE. WORST. POSSIBLE. THING!"

Applejack thumped her head with her hoof. "C'mon Applejack," She said to herself. "Think… think…"

On cue, a panicked, formally dressed colt ran by screaming, "METEOR IN THE BAKERY! METEOR IN THE BAKERY! THE HORROR! THE HORROR! Run for the hills! The apocalypse is upon us!"

Applejack and Rarity exchanged looks.

"'Ah think ah know where those silly fillies are." Applejack said flatly. "To the bakery!"

The two ponies soon sped up to a fast gallop. When they got to the leveled bakery, they were shocked to see how much destruction was caused. Not only was the bakery destroyed beyond recognition, almost the entire block was engulfed in the shockwave, destroying them as well. Many ponies were laying on the ground, knocked out and severely hurt. Many ambulances were at the scene, as nurses loaded injured ponies into the vehicles.

"My goodness!" Rarity exclaimed. "How could those sweet little ponies cause all this destruction?"

Applejack's face was full of worry. "If we don't stop them, they could destroy all of Canterlot!"

The two ponies spent a good 20 minutes looking around the wreckage, but neither of the princesses were nearby.

While Applejack traversed in the wreckage of the bakery, she noticed a white hoof sticking out from under several nailed pieces of wood. "Oh no!" She quickly dug up whatever was covering the pony. "If this is Celestia…"

Luckily for Applejack, it was only the manager of the bakery who was horribly crippled, bruised, and bleeding under the wood boards. "Thanks!" The colt gratefully thanked. "It was horrible! Horrible!"

"What happened?" Applejack asked as she helped the stranger up.

"There were two little fillies," The manager explained. "It's kind of odd, because they had both wings and unicorn horns. They wanted some cupcakes, so we made them some. But when they said they couldn't pay, we told them we couldn't give them the cupcakes. Then, a meteor landed on our bakery! Somehow, the little winged unicorns came out unscathed and walked away with our cupcakes towards the local Canterlot Park."

"Thanks a bunch mister fer the info." Applejack said, shaking the other pony's hoof.

"Not a problem… Wanna go out?"

"'Beg yer pardon?"

"You got a nice flank babe; so where's my answer?"

One face-bucking session later, Applejack met up with Rarity again. She was talking to another pony about where the fillies were. With a quick thank you, the pony was on her way. Rarity turned to her friend.

"They're probably at the park." Applejack reported. "We better get there as fast as we can if we don't wanna lose 'em again."

Rarity nodded. "I was just told the same thing." She looked up to the sky. There was now a sunset. The only oddity was that there were stars in the sky, arranged in such a way that the constellations resembled an Ursa Minor and a large dragon wrestling. "If those little ponies aren't careful, then they could cause devastation all over the entire wide world of Equestria!"

As if on cue, a comet soared overhead, just happening to zip right past a hummingbird, frying it until a tender golden-brown.

"Then we better git' goin' quick!" Applejack commented.

"Lead on, darling." Rarity said. Hopefully they would be able to talk the princesses into stopping their field trip.

Sugarcube Corner

Pinkie and Sweet Tooth were now inside the bakery. They were gathering many sweets and stuffing them in large saddlebags. From cakes to pie, the two were stockpiling with many treats.

"Oh, you mind getting that syrup?" Pinkie asked her partner. She was standing on her hind legs to reach in a high cabinet to get another item.

The alien nodded. "Syrup!" He bounced to a low cabinet and picked out a bottle of maple syrup. "What we need this for?"

Pinkie Pie walked to the puffball. "I'll show you!" She took the bottle with her mouth and took it to a counter, where many other foods were. "I learned this potion from Zecora!"

She grabbed the bowl and set it into the middle of the table. The pony placed some of the syrup into the bowl and threw some green apples in it. She grabbed a stirring spoon and mixed the ingredients. "Here," She handed the spoon to the pink alien. "You stir. I'll go get some sprinkles!"

Sweet Tooth started stirring and Pinkie left to the front counter. She was about to take the sprinkles from under the cashier table until two ponies ran into the store. They were the same two that Granny Smith accused of stealing her pie.

"Are they still following us?" The male one asked.

"The answer hasn't changed the last 5 times you asked; still yes." The female replied. She looked at Pinkie. "Hey you! You know a hiding place?"

The pink pony nodded happily. "Hi! I'm Pinkie Pie and I live in this bakery! You can probably hide in the basement! Why? What's going on-"

The two ponies immediately ran to the interior of the building, stunning Pinkie as they sped past her. They quickly found the door to the basement. This was mainly because there was a very bright sign that explicitly said "BASEMENT" right above it.

The basement was pitch black. For some odd reason, the door behind them was shut. They fumbled around for a bit, but because they couldn't see anything, they fell down the (splintery) stairs.

"Ow! Get your butt out of my face!"

"Technically, we're ponies. So it's not my butt; it's my flank."

An annoyed moan was sounded. "You know I hate it when you do that."

"Here, let's try to find the lights here."

"Yeah… I think I found it!"

"OW! That's my wing!"

"Sorry. Um… Ah! Found it!"

With a click, the light was turned on.

"OH MY GOODNESS!"

"THERE IS NO HEAVEN! RUN!"

Back at the surface, Pinkie Pie was assisting her puffball. She had finally completed her brew. Luckily, the guards that were chasing the two ponies neglected to follow them to the bakery. Mainly because the idea of thieves hiding in a semi-edible bakery who's only inhabitants are a married couple and their twin foals, a somewhat insane pink pony, and a toothless baby alligator seemed a bit silly.

"Twilight was right!" Pinkie exclaimed as she poured the bowl's contents into a cup. "Science is great!"

Sweet Tooth stared at the odd concoction. "What is it?" He asked.

"Look here!" Pinkie smiled, gesturing to the clear cup. The concoction was purple. "Right now it's grape juice!" She took a very small sip. The color changed to a clear-yellowish color. "Now it's apple juice!"

She grasped the cup with both hooves carefully and handed it to Sweet Tooth. He took a sip. Instead of changing color, the object now changed shape into a desert on a silver platter. "It's cheesecake!" The puffball giggled.

"Yeah!" Pinkie laughed.

"RUN FOR THE HILLS!" Yelled the other two ponies as they broke through the basement door. "NO LAND IS SAFE!" They ran out the window, smashing it to pieces.

Pinkie's eyes went a little wider than normal and her smile grew. "Oh! Did that basement remodeling company finally come while I was out? Yay!" She turned to Sweet Tooth. "Stay here and keep stirring the next batch. We'll need more of this stuff before we go."

The pony scrambled down to the basement. When she got there, she clearly saw what freaked the guests out. "… Oh… I see now…"

There was a table with chairs, a sign on the wall, balloons, and décor scattered everywhere. However, the horror was about what the objects were made of.

The table and chair's legs were composed of bones and the tablecloth of skin stitched together. The balloons were actually inflated, bloody organs, tied up with string to keep them from letting the air out. Streamers were intestines, hanging from one edge of the room to another. Hooked chains had several, crudely colored pony skulls hanging on them, some slightly broken. Bloods splatters were all over the floor and walls, but most disturbingly of all, the sign was made up entirely of stitched up pony skins, similar to the tablecloth. With deep red blood, "It's Party Time" written on it in a creepy font.

Pinkie sighed. "Those Ponyville basement-remodelers are the worst I've ever seen!" She pulled out a flier from nowhere. "I specifically said I wanted the 'Pink Party Extravaganza;' not the 'Horror Basement Scarefest!'"

She looked at the picture on her paper. It was a bright pink room, with the tables, décor, and sign in exactly the same place as the current room. However, there was no disturbing pony-parts or skulls anywhere.

Instead, the table was a bright pink, hardwood, hoof-crafted masterpiece, while the fluffy, cushioned chairs surrounded it. There were actual balloons tied to the chairs and table and streams hung across the room. Instead of hooks and chains, there were more streamers. The sign was surrounded by a gold frame with "It's Party Time!" written on it in a.

Pinkie sighed. "They're almost as bad as the Ponyville Engineers." She reached for a phone and dialed the company's number using her nose. "Hello? I'd like to speak to customer service."

Everfree Forest

The timid Pegasus was already regretting her decision to journey into the forest to find Big Macintosh. The forest air was chilling her to the bone and the shadows hung all over the place, giving it a more eerie look.

The shy pony was walking on a dirty path with many trees, bushes, and other plant life on each side of it. The most peculiar thing, was that there were no animals at all around, not even snails on the road or wild birds in the trees.

A freezing breeze passed by, making the yellow pony shiver. "It's so cold…" She muttered. "Even though it's summer…"

She silently continued her slow trot. All sorts of questions raced through her mind. Would Big Macintosh be angry at her for running off? Would she ever find him? Should she go back and ask what that kind serpent's name was? How-

"Eep!" Fluttershy fell to the dirt ground. "Ooh…" She looked behind her fallen self to see that she had tripped over a surfaced root. She got up, her coat dirty and her mane messy.

The pony sighed. She continued her trot, this time paying more attention to the ground for any more obstacles, successfully evading a rock.

A rumbling sound came from her empty stomach. The pony frowned miserably. If there was one thing about the Everfree Forest other than the dangerous creatures, creepiness, and the disturbing amount of times she went in there, is its distinct lack of edible foods for a pony.

Fluttershy tried to ignore the gnawing hunger in her stomach, but was failing miserably. Letting her hunger getting the best of her, she flew up to the trees to see if there was anything remotely edible. Nothing.

"Ooh… Could this get any worse?" Fluttershy cried. She wasn't normally the one to complain, but she was cold, tired, and hungry.

On cue, a booming crash of thunder was heard, making Fluttershy jump in shock. "EEK!"

A few quivering seconds later, she realized what the sound was. "Oh no! A thunderstorm!" She realized. "I need to find shelter!"

She looked around, but there were only trees and darkness. Rainbow Dash had told her one time that hiding under a tree is one of the worst places to be in a storm, so that was definitely out of the question.

Another crackling boom was sounded. Fluttershy flinched at the noise and put her hooves over her head. "Somepony help!" She closed her eyes, tears flowing down them.

"Fluttershy?"

The Pegasus opened her eyes and saw the colt she was looking for. "B-Big Mac-"

"'Ahm so glad I found ya!" Big Macintosh cut her off. He quickly hauled the pony onto his back. "Come on, let's get outta here. You look like yer about ta pass out!"

This time, Fluttershy did not object to being led away. She knew she wasn't in the condition to keep going on, not that she needed to anymore.

"You had no idea how worried ya got me." She heard his voice calmly say. "'Specially when ya ran off like that."

"I-I'm sorry." Fluttershy quietly apologized. "I… I don't know what got into me before."

Big Macintosh sighed. "'Ah don't blame ya. 'Ah was actin' really dumb back there."

"You weren't being that bad." Flutttershy quickly caught her mistake in speech. "Sorry! I didn't mean-"

"Naw, it's okay." Big Macintosh replied. "Sorry ah made ya scared. Ah'm not exactly a gentleco-"

Big Macintosh stopped when he felt the pony he was carrying hug his neck. A small smile crept onto his face. "Thank you… for coming to find me." Fluttershy quietly said, blushing.

"Anytime." Big Macintosh replied. "But we still gotta get outta here…" He paused for a moment. "Do you happen to know which way we came from?"

"No… We're lost…" Fluttershy realized. "I-In… the… Everfree Forest…" Her smile turned into a fear-filled frown.

"Fluttershy? Ya'lright sugar?"

In a fit of nervousness, Fluttershy started giggling uncontrollably. "Hehehe… Lost in the Everfree Forest… Haha…"

"Fluttershy? Ca- Urk!"

He was interrupted when Fluttershy involuntarily tightened her hug around his neck, choking him. Her eyes were suddenly filled with fear and panic.

"WE'RE GOING TO DIIIEEEEEE!"

Chapter 5

Cloudsdale

Cloud Kicker was soaring out of the factory, with plenty of rainbow guards behind her. She was heading for the safety behind the barricades. There would be enough pegasi there to repel or even capture them.

"Look out everypony!" She shouted to the crowd. "Here they come!" She flew faster to dodge the rainbow bullets that were being shot at her.

The other pegasi behind the barricades attempted to arm themselves with all sorts of harmless weaponry, such as nets and water guns.

The two forces met at the walls and the brawl began. Ponies were knocked around and rainbow liquid flew.

Meanwhile, inside the factory, Rainbow Dash's crew was steadily advancing. Rainbow was still in a bitter mood for abandoning Cloud Kicker. The crew had been scouting the entire first and second floor for Leeroy, but he was nowhere to be found.

"We'll never find out where they're keeping him at this rate!" Spitfire complained flying over several rainbow pits with Soarin'. "There's gotta be a way we can find him faster."

"Ooh! Ooh! Pick me!" Derpy demanded, waving her right hoof in the air excitedly.

Rainbow sighed. "Fine, what Derpy?"

"How many floors are in this factory?" The gray pegasus inquired.

Rainbow thought for a second. "Three. Four if you include the basement."

"Aha!" Derpy realized, pounding one hoof into the other. "They're obviously keeping him in the basement!"

The other ponies were skeptical. "How would you know that?"

Derpy gaze Rainbow an 'are you kidding me' look. "Come on. You of all people should know this. The bad guy always keeps the hostage somewhere below ground. I mean… They did that back in 574 AB, After Banishment, for crying out loud!"

The pegasus put her saddle bag down and reached into it. She pulled out a projector and a screen. She turned the machine on and a light flashed onto the screen, showing a timeline labeled "All of Equestria's History. EVER."

"You see," Derpy said, now with all eyes on her. "During mid-winter of 574 AB, one of Celestia's nephews, Princess Rubyheart was kidnapped by these wicked, bipedal creatures only known as the Bandits of the Maelstrom! So then, a handsome colt named 'Night Rider' set off to find the princess! But then he died after he was strangled by a blanket and Princess Celestia banished the Bandits of the Maelstrom to a planet called 'Earth' where they, in legend, became the planet's rulers and constantly waged everlasting civil war over one another. The end!"

"Wait," Soarin' interrupted. "What did that have to do with being locked up in a basement?"

Derpy facehoofed. "Oh yeah. Princess Rubyheart was locked up in the basement of a castle. The end!"

"This still doesn't prove your point." Rainbow stoically replied.

"Do I really have to remind you that Rarity got captured by dogs underground that day?"

"Oh… right…"

"Not as dumb as you guys thought I was, now am I?" Derpy asked smugly, eyes dilating as if to disprove her point.

Rainbow sighed. She quickly spotted the staircase to the basement and slowly trotted towards it. "Come on everypony, let's go to the base-"

BANG!

The cyan pony turned around, to see Ditzy Doo flailing around on her hind hooves. "Medic! Medic!" She yelled. There were several rainbow splatters on her body.

The ponies saw the perpetrator, yet another rainbow guard was there, armed with what looked like another trigger weapon. The guard took part of the weapon out from the bottom and put in another rainbow cartridge in.

It fired at Derpy again, this time at her mouth. Being so vile tasting, the pegasus could not stand it. "My mouth is burning! And it's not because of baked bads this time!" She flailed around before over-dramatically falling out of a conveniently placed window.

"That was dumb." Soarin' commented. He soon realized that the guard was attempting to reload again. "Oh no you don't!" He quickly raced towards the enemy and drove his head right through the chest, accidentally getting some of the rainbow in his mouth. "Bleck…"

He looked behind him, but his smug face turned into panic when he saw the hole he had inflicted regenerate itself. "That's not good…"

Now its main target, Soarin' started backing away from the guard as it continued to reload. Once it finished, it turned to Soarin', turning its back on the other two pegasi.

Soarin' started running side to side in an attempt to dodge the soon-to-come hail of projectiles. The guard took its aim, unable to get a good shot on the pony.

"We need to do something!" Rainbow analyzed. "Come on Rainbow… Think, think, think…"

She heard the firing of the guard's weapon. The two mares looked over at Soarin', who was now nimbly flying around to avoid getting shot. Judging by Soarin's lack of mess and several rainbow splats on the walls, it was apparent that the guard missed.

"Spitfire, keep him off Soarin's tail." Rainbow commanded. She internally admitted it felt weird giving orders to her idol. "I'll try to find something around here that'll beat this baddie."

The Wonderbolt did not hesitate and started flying circles around the guard.

"Think Dash, think…" She couldn't think of anything on her own. She thought of what her friends would do. Muscling through it AJ style wouldn't do much damage and she has no magic, so any Twilight-related ideas were a bust. Fluttershy would probably love and tolerate the heck out of this guy.

The cyan pegasus took a small break from her thoughts and looked at the guard. By now, he had "run out" of bullets for his weapon, and was now flailing a rainbow morning star about to hit the pegasi who circled around it.

"Not gonna happen." Rainbow thought, disregarding the Fluttershy theory. Pinkie Pie would probably do something random or-

Random! That was it!

Rainbow Dash looked around. "I know she left it here… Ah ha!" The pegasus sped to the saddle bag that Ditzy Doo had left behind. "Please tell me she still has it… Aha!"

With all of her might, the pony heaved a familiar muffin blaster. She grunted and panted as she picked up the enormous object. With a booming thud, she dropped the object to the ground. She took a small moment to regain her composure. Unable to grasp the weapon with her neither mouth nor hooves, she manually pushed the weapon to face the distracted guard.

She checked the end, glad to see that Ditzy Doo had not eaten the muffin ammunition. "Incoming!" She warned her companions.

The pony tried to find the trigger. Luckily, it was a large button, as opposed to a pull trigger that would be impossible for her to fire.

Click

BOOM!

Rainbow cleared the smoke by making a small tornado to sweep up all the dust. Taking a good look at where she just fired. She saw was an indistinguishable blob of muffin batter and liquid rainbow, as well as a slightly colored and messy Soarin' and Spitfire.

"That… was awesome!" Soarin' exclaimed. "It could have been less messy, but that was radical!"

The other Wonderbolt rolled her eyes. "At least you gave us a warning."

"Sorry," Rainbow Dash apologized. "I didn't know that'd happen."

"No biggie." Spitfire insisted. "Let's just get going."

Rainbow Dash remembered that Derp did just fall out the window. "But what about Derpy?"

"She's a pegasus. It's not like she'd fall 400 feet to Ponyville."

Ponyville

Derpy was indeed falling to Ponyville. She had been knocked out by terrible flavor of the rainbow as was falling faster than any pegasus could fly, spiraling all the way. About halfway down her decent, the amount speed she was falling at turned her into a meteor, mane on fire and all.

Being a meteor heading straight for Ponyville, Derpy didn't go unnoticed.

"Meteor! We're all going to die!"

"Celestia help us all!"

"For sooth, a fiery clump of unidentified mass is on route to our fair village, I say!"

"Twitchy twitch! Something's gonna fall!"

The citizens started to panic, running around and screaming.

Twilight Sparkle was also about, but not in panic. Oblivious to the "meteor" in the sky, she was still looking for Derpy to assist with her project.

She tried getting anypony's attention, to no avail. She attempted to stop a green mare. "Excuse me, have you-"

"AAHH!" The pony she was talking to immediately ran off.

"What's everypony so worried about?" The lavender mare asked herself.

Meanwhile in the air, Derpy had come back into reality. Perhaps it was the smell of burnt fur or the immense nausea that overcame her, but somehow she woke up. "Uggh… No more muffins… please…"

It took the pegasus another few seconds to realize what she was doing. "Huh… Wha- AHH!"

"INCOMIIIIINNG!" Another pony shouted.

"Huh?" Twilight innocently asked. She looked up. "Oh n-"

CRASH!

Ponies gathered around the newly formed crater where Twilight was just at. There was a dazed, walleyed Ditzy Do, as well as a pancake-flat Twilight underneath her. Ponies crowded around the crash site.

"Woo-wee! That looked like it hurt."

"I guess this means Derpy Hooves-" Pause. "Is the new Painbow Crash."

"Yeah… Wait, what?"

"That'll leave a mark."

"Mark? Where?"

"Oh Celestia, it's the Cutie Mark Crusaders again. Go home!"

After a while, the crowd dispersed, leaving the two unconscious ponies.

Derpy stumbled off of the unicorn and shook her head. Her eyes rattled before settling down. Twilight got up, still flat as paper.

"Whoops." Derpy said. "Sorry! My flying's not straight, and its worse when… well, I'm knocked out."

The unicorn channeled a little bit of magic in her horn and she was no longer flat. Despite being hit by a pegasus falling at speeds fast enough to turn her into a fireball, she was in a good mood because she had finally found the pony she was looking for.

"That's quite alright Derpy!" Twilight said, beaming. "Because I was looking for you in the first place."

Derpy blinked. "Really? No one ever looks for me… except for my boss when I get lost…"

"I need your help with an experiment." Twilight replied. "Time isn't on our side right now, so just follow me."

The pegasus shrugged. "Okie doke! As long as I'm home before six."

Everfree Forest

"This isn't happening… This isn't happening…" Fluttershy chanted nervously. Her mane was very messy and her coat was dirty. "This isn't happening…"

Big Macintosh decided that they should wait until the rain passed. Thankfully, there was a very large tree with plenty of other vegetation nearby. He had built a crude, small shelter for the two ponies out of a smaller, weaker tree. It wasn't perfect, but would hold its ground.

But even with relative safety, Fluttershy was incredibly scared. The normally calm, quiet pony was going insane at

He stepped into the little hut. The colt spotted his partner in the corner, rocking. "Fluttershy? Ya'lright, sugar?"

"Everything's fine…"

"Err…" The red stallion didn't know how to react to a situation like this. The pony he had fallen in love with was mentally unstable in the middle of a forest when they had no supplies and no way back home.

He couldn't decide if this was the worst or best thing that ever happened to him.

"Say Fluttershy," Big Macintosh asked slyly. "If ya'll so nervous, I could… ya know… relieve the tension for you."

Fluttershy looked up at the stallion with big, longing eyes. "Y-You can?"

"Eeyup." Big Macintosh replied with a sinister-looking grin on his face. "It'll feel amazing! Like ya'll smiling and just don't wanna stop. Just lie down and we'll get started…"

Meanwhile at Fluttershy's home, Angel had many guards (all being animals, of course) stationed all over the perimeter. The creatures of the Everfree Forest were not in sight, for each time one would try to cross the border, the bunny's army would viciously maul them until they started crying and ran off into some other direction.

Angel smiled to himself. He had been able to protect the cottage for several hours without any casualties.

Father would be proud. He smugly thought.

Suddenly, his ears perked up. The eagle that entered in Rainbow Dash's contest raised an eyebrow. He flew to Angel. In their animal talk, he asked, "Is something wrong, sir?"

Angel shook his head. "I feel as though… Fluttershy has done… something dirty…"

The eagle thought for a moment. "So, I guess that means you," He put on a pair of sunglasses. "Sensed a disturbance in the horse."

Legends say that the following "YEEAAH!" from an unknown voice was so loud it could be heard all over Ponyville.

Back in the forest, the only sounds that were heard were those of rain falling onto the leaves and ground. The calm atmosphere of it all could not be disturbed by anyth-

"Ahhh…! H-Harder, please…" A blissful voice moaned.

Nevermind.

"How ya feelin'?"

"So good…"

"Ah apologize fer doin' this when ya weren't so sure of yerself."

"No no, it's quite alright! Just… keep going… please."

"Okay. How's this?"

Crack

"Aah! Y-Yes!"

The pleasurable moans came from inside Big Macintosh and Fluttershy's makeshift cabin. Inside, Fluttershy's screams of bliss could clearly be identified by Big Macintosh giving her…

…a massage.

The pegasus was lying on her stomach, thoroughly enjoying a back massage given by Big Macintosh.

"This is the most relaxed I've felt in years." Fluttershy admitted. "I had no idea you were such a great masseur."

"A few short years at community college and I can rival the spa ponies." Big Macintosh replied with a little pride in his voice.

Fluttershy's ears perked up. "I didn't know there was a community college in Ponyville."

"Well, of all places they put it right in between the bowling alley and the arcade." Big Macintosh said. "I found it this one time I took Applebloom to the arcade. Applejack was gettin' tired of me knocking the entire trees down by accident while applebuckin', so she thought it'd be a good idea."

The pegasus murmured in relaxation as Big Macintosh's hooves moved from her back to her shoulders. "Thanks again for the massage." Fluttershy let a blush creep onto her cheeks.

"Not a problem, sugar." Big Macintosh replied. A small blush appeared on his face as well.

He's such a sweet colt. Fluttershy thought, closing her eyes as the other pony continued rubbing her shoulders. Maybe Mr. Sea Serpent was right. I am enjoying his company and he's such a nice stallion. He's very good-looking too… I like him, but I can't tell him…

Unfortunately for her, they don't call her Fluttershy for no reason.

Maybe I can talk Rarity about this later? Or maybe Applejack will be okay with that and help me. Does Twilight have a book on confessing things?

Meanwhile in the library, Spike was reorganizing the books. He took out a large, purple one that stood out.

"Hmm… Revealing Your Secret Feelings to Your Love Interest for Total Morons." He looked around suspiciously. "Twilight won't mind if I hold onto this."

Fluttershy's thoughts were disrupted when Big Macintosh stopped moving his hooves. She opened her eyes and saw that Big Macintosh was looking outside, watching the rain. She got back up on her legs and walked up to him.

"Somethin' tells me that the rain ain't stoppin' anytime soon." He sighed. "If we don't wanna get sick, we'll need stay in here."

"Oh…" Fluttershy said. "Well… What are we going to do in the meantime?"

Big Macintosh thought for a moment. "Ah'm kinda tired after all that stuff that had happened. Met a giant snake thing, ran in the wilderness fer' 'bout an hour. Ya still must be exhausted from wandering in the forest fer that long too."

Fluttershy nodded. Indeed, she was still tired and somewhat messy. Thankfully, Big Macintosh's massage calmed her down a lot. He even managed to get her mane back into its regular shape, as opposed to the "Crazy-Twilight" messy form she had before.

"Yes… I still am." A chilling wind swept by, making both ponies shiver. "Erm… should we… um…" She was lost at words and began blushing heavily.

"Huddle together fer warmth?"

The pegasus nodded and looked away. She was too embarrassed to actually say those words.

Big Macintosh grew a sympathetic smile. "Ah think that'd be good fer' both of us."

He laid on the floor, stomach to the ground. Fluttershy hesitatingly laid down next to him. If he tries anything, She rehearsed. I'll stare him until he cries, apologize, and most likely return the massage.

"Good ni- I mean afternoon." Big Macintosh said as he closed his eyes.

Fluttershy paused, internally questioning if sleeping with Big Macintosh was a good idea. She turned her head to the gentle giant, who already sleeping. Hopefully he wouldn't try anything… devious while she was sleeping.

"He's not like that…" The pegasus said to herself. "He wouldn't do… that."

As if he heard, Big Macintosh unconsciously put a front hoof around Fluttershy's middle.

Fluttershy blushed for the umpteenth time that day. "Maybe I could get used to this."

Not much farther away, a gruesome monster smirked. It was obscured in the shadows, but its silhouette showed a bipedal, hoofed creature with horns. It looked incredibly strong with a very muscular upper body and legs. However, it was only slightly taller than a pony standing on its back hooves

"Hrmph." It sniffed. It was trying to pick up some kind of scent. "Rrr…"

It found one after about a minute. It sniffed again, and followed the trail, using its huge arms to help boost with running, hunting for whatever prey would be unfortunate enough to cross it.

It finally noticed a small mouse wandering in the dirt. The mouse scurried away, but the beast lunged forward and swiped the poor animal up in its human-like hand. It brought the animal to its watery, hungry lips. It was about to chomp the mouse, but was distracted by a new scent.

It was the scent of a more appetizing, filling prey than a simple mouse. The beast threw the animal away and let its nose lead the way.

"Pony…"

Chapter 6

Canterlot Park

By now, Canterlot was in the middle of night (for the seventh time in the past twenty four hours). A unicorn with a blue coat and purple mane was walking with her coltfriend, a turquoise coat and white mane unicorn on a bridge over a small river.

"It's a beautiful sky tonight." The mare said.

"Yeah…" The stallion replied, looking up into the night-sky. "Though I think I know something that's a lot more beautiful." He nuzzled the unicorn's cheek.

"You always say such kind things." The mare responded.

The stallion smiled. "That's' why I wanted to make this really special. It took forever for the sky to stop changing at the right moment."

He lowered his head, pointing the horn at his lover. A ring was visible around it, originally obscured by his mane. "Will you marry me?"

"Yes! Yes!" The mare threw her front hooves around the other's neck. Nothing could've spoiled that moment for the two lovers.

Up until Celestia and Luna came in, driving a bright pink and white tank over the bridge and crushing the couple in a cartoonish manner.

"...That hurt…"

"No kidding? Somepony should give you a medal."

The tank was being driven by the still-filly Celestia. The tank was very big, only slightly smaller than an average Ponyville house, so neither the driver nor shooter of the vehicle ever had to stick their heads out of the top.

Celestia giggled with joy as she recklessly drove the armored vehicle around the town. "This is the most fun I've ever had in…" She stopped for a moment. She turned to Luna, who was fiddling with some controls on the front panel. "How old are we?"

The younger sister thought for a moment. "Umm…" She levitated an abacus to her from a back table. After a bit of clicking, she spoke again, "Somewhere in between two, and two million years."

"That's a pretty big gap." Celestia commented. "Are you sure?"

Luna shrugged. She looked at the wooden mathematics tool. "If I am not mistaken, there's a high probability that the absolute value of our ages is unidentifiable, but can easily be estimated to the nearest year and millennium."

Being only fillies, the princesses had relatively short attention spans. Luna noticed shiny, red button on the panel. "What does this do?"

"Press it and find out!" Celestia responded, trying to turn the tank around.

The darker pony pressed it, then BOOM! A loud explosion-like sound was heard. The sound of a building falling down sounded as the fillies drove the tank away from the park.

It took a good ten seconds until Luna realized, "I think I just fired the gun."

"Good thing the ammo's only made of that explosive bubblegum!" Celestia exclaimed. "Totally harmless!"

Meanwhile, Applejack and Rarity had finally caught up to the princesses. The building the fillies fired at was destroyed and covered in sticky, pink gum. Luckily, the demolished building in question was only a public restroom, thankfully empty.

However, equestrian scholars are still wondering why Canterlot had a 2-story public restroom in the first place to this very day.

Applejack and Rarity galloped faster to the tank. "This ain't good at all! We can't keep up with that mechanical monster!"

The tank was large and heavy, but it moved faster than a galloping pony. This meant the two adult ponies were unable to keep up, even if the driver had terrible hoof-eye coordination.

"We'll never be able to catch up to that vehicle by just chasing it." Rarity assessed. She stopped, prompting Applejack to stop as well. "I think I may have an idea."

"Well, tell it quick! They're gonna git' away!" Applejack pointed her hoof to the escaping princesses.

Rarity smiled. "Don't worry about them leaving, darling. I have an idea…" She gestured to a disgruntled Caramel and Noteworthy, who seemingly had nothing to do despite all the chaos.

Applejack raised an eyebrow. "Ah don't get it."

"Ask them for help to get those fillies out of the tank." Rarity said. "I think that with four of us, we could think of something to get the princesses out."

She pulled a large sheet of paper from seemingly nowhere. She proceeded to write ideas to accomplish their goal. "A true fashionista always carries one for travels." She said before Applejack could ask.

"Alrighty then..." She trotted to the stallions as the unicorn continued to write on her paper.

Applejack got closer to the colts. "Howdy ya'll!" She shouted to them.

Caramel's mood instantly brightened. "Hey Applejack! Did you need something?"

The apple farmer nodded. "Either of ya know how ta completely stop a tank?"

"Ha!" Caramel laughed. "Completely stop a tank? I'll handle it. Where's the tank?"

Applejack pointed her hoof to the tank about half of a mile behind her. "That one."

"Got it!" Caramel ran past the other pony and heroically ran towards the mechanical monster.

The stallion jumped in front of the tank, ready to be squashed. But he quickly dropped onto the ground, back to the ground; thus lowering himself enough to fit in between the gap between the tank and ground.

He looked up, making sure not to hit the tank with his head. He noticed a push-open compartment at the middle. It was often used for the tank's drivers to escape in emergency. But it could also be used the other way around.

The stallion bashed the compartment open before it left head-butting range. He nimbly grabbed onto the now open hatch with his back hooves. He dragged against the ground slightly before pulling himself into the hull of the tank. "Yes! I'm in."

He quickly surveyed the area. Two filly alicorns were working the controls and driving. There was a single table with chairs grounded to the floor, as well as a furnace in the far back. There was a small room containing popcorn bullets and huge bubblegum, artillery shells.

Upon hearing the hatch open, Celestia turned around. "Ahh! Stranger in the tank! Do something Luna!"

"Umm… Umm…" She looked at her mathematics tool. "Mr. Abacus! Use headbutt!" She threw the tool at Caramel, striking him in the head.

"Ow!"

"I think I got a critical."

Caramel refrained from growling angrily. He just had to complete his goal and he could leave. He looked around the inside more, noticing that in the small room with the ammunition were some unopened bags of popcorn. In the Equestrian Military, they kept those in the tanks as reserve ammo.

He rushed to the small room and immediately grabbed a bag of popcorn with his mouth. Unfortunately for him, the bag was not light. He grunted as he dragged the heavy package near the furnace. Once he got the bag close enough, he bucked it into the furnace.

"She's gonna blow!" Caramel exclaimed. He turned to the princesses. "I'd get out if I were you."

Celestia raised an eyebrow. "Why?"

BOOM!

The bag exploded, quickly filling the tank with buttery popcorn. It wasn't long at all until half of the tank was comically flooded with the tasty snack.

"That's why."

Celestia was forced out of her seat as the popcorn flooded the front area. No longer being driven, the tank came to a halt. The popcorn was too much for the tank to hold. More and more of the buttery snack filled the vehicle to the brim.

The pressure of all that popcorn caused the tank to burst. While the explosion was not as spectacular as Rainbow Dash demolishing a barn, it was still quite large despite the fact it was caused by too much cargo. The tank exploded in a shower of popcorn, letting the remainder of the buttery contents and the three ponies spill out of the demolished hull.

The other three ponies who were watching quickly ran to the carcass of the tank. They couldn't find neither the fillies nor Caramel in the mess, so they quickly started to dig through the popcorn to find the missing ponies.

Applejack dug in a particularly large mound of popcorn. She soon felt a hairy spot under her hoof. The pony looked down, realizing that she had dug and stepped on Caramel's head. "Whoops." She assisted the slightly dazed stallion out of the pile.

Caramel shook his head to help him snap back to reality. He cocked his head, and patted his ear, making some popcorn come out of the other. "I never really liked popcorn that much." He admitted.

"That was amazin' Caramel!" Applejack exclaimed in awe. "How'd ya learn tah do that?"

"Well…"

…

"Caramel, honey! Come downstairs!" An excited mare called out. She had a gold-colored coat and a red mane, with honey buns as a cutie mark. "Your father and I have some wonderful news for you!"

A young Caramel rushed down the stairs as fast his little hooves could let him. "Yeah mother? What is it?"

"I'll tell you what," A stallion replied not farther away. He had a gold coat similar to his wife's, except it was visibly darker. His mane was a brown color and for a cutie mark, he had a rocket on it. "We've decided to enroll you into military school where they teach the youngsters of your generation how to defend your country. Have fun!"

Before he knew it, Caramel had suitcase shoved into his face and was led outside, where a pegasus-drawn bus was waiting. The colt was tossed into the bus as his parents waved goodbye.

"What just happened…?"

…

"The first lesson that day was quite oddly specific; how to destroy a loaded tank from the inside out with nothing but your bare, dang hooves." Caramel concluded. "And there you have it. I also got my first scar that day."

Applejack just stared at the other pony with a bewildered, somewhat doubtful expression. "Caramel, that sounds a bit far-fetched."

Before Caramel could backup his story with "I still have the scar", Rarity came running up to the two. She appeared as though she had just witnessed something shocking considering her expression.

"I'm sorry to interrupt you two," Rarity apologized. "But we must still find the princesses. If they're not in this pile, they're most likely in that larger one over there." She pointed to the hill of debris in the distance.

Applejack looked at Caramel. "Thanks a bunch fer takin' care of the tank." The farmpony gave Caramel a quick peck on his cheek and walked away with Rarity.

Caramel touched his cheek. "She kissed me…" A heart fluttered by his head as he fell to the ground in enjoyment.

Noteworthy walked up to his downed body. "I assume the mission was a success?"

"It sure was, Blues." Caramel replied, referring to his friend's nickname. "She kissed me on the cheek! I'm never washing this cheek again."

"Wow," Noteworthy sarcastically remarked. "What'd you use to persuade her to do that?"

"It was my swag." The other colt replied. "She totally loves my swag."

"Uh-huh…"

Everfree Forest

"Pinkie." Sweet Tooth said, tugging on the party pony's tail. "Why we here?"

Pinkie turned to her companion. "Twilight told me that Fluttershy would be here! We're just here to make sure she's okay and that Big Mac hasn't bucked any trees down."

The pink pair were walking on the dirt path of the Everfree Forest. It was raining quite a bit, but the wind had stopped. They were both wearing extra-large umbrella hats to keep themselves dry.

Pinkie carried a pink basket on her back and an equally colored bucket in her mouth. The basket was filled with whatever sweets Pinkie managed to stash in there. Managing to fit all those cakes in there, she internally admitted, was almost as easy as stuffing inflated, yet untied balloons into suitcases. The bucket was filled with plates, utensils, and a large cloth needed for a picnic.

She also carried a pink saddlebag, which was filled with noisemakers, streamers, balloons, and all sorts of other goodies. She personally called it her "Emergency Party Pack".

Sweet Tooth was also doing his share. He carried two lunchboxes in his stubby hands. While he didn't have fingers, he could flexibly bend his hand in such a way to grip items, which Pinkie quickly realized would be useful. Each lunchbox was (of course) pink and filled with food.

"Who is… Fluttersye?" Sweet Tooth asked.

"It's Fluttershy," Pinkie said, putting extra emphasis on the shy. "And she's the kindest pony in all of Equestria! She a pegasus who cares for animals and is really shy and is scared of heights and is a weak flier and is yellow with a pink mane and is scared of dragons and lives in a cottage on the edge of the Everfree Forest and is scared of the Everfree forest and has a pet bunny and gets shipped with Big Mac a lot despite never meeting him canonically like right now and is probably scared of Big Mac and drinks juice boxes and is scared of her shadow and-"

Sweet Tooth put a stubby hand to Pinkie's mouth, silencing her. "Too much talky." He said.

Pinkie nodded. "Sorry. I tend to ramble on and on and on and on and on." She checked her bags to make sure nothing was out of place when she rambled mindlessly. "Everything seems to be in order. I think that Fluttershy's surprise picnic party will be-"

Pinkie was cut off when her entire body shuttered. "Uh oh! Dozy time!" She shuttered again, accidentally dropping her luggage. "And it's gonna be bad!"

Sweet Tooth watched his friend oddly, not knowing why Pinkie would suddenly be involuntarily having panic attacks, or at least what looked like panic attacks.

She quickly gathered up her dropped items again. "We'll need to find Fluttershy as soon as possible, but we'll never find her in the forest before the dozy happens!"

Sweet Tooth put his lunchboxes to the ground and threw off his hat.

"Sweet Tooth, what are you doing?" Pinkie asked innocently, tilting her head to the side. "I don't understand why you just dropped your things and we need to get go- Holy moley!"

She was stunned as Sweet Tooth started… flying. Somehow, he was quickly inflating then deflating to make himself hover in the air. He floated to a higher elevation, attempting to get a better view. Thankfully, the sun was shining rather brightly despite the rain, so Sweet Tooth was soon able to notice something in the distance.

"Thing! Thing!" He shouted to Pinkie, pointing to a moving figure about half of a mile away. "Thing!"

"What'd look like?" Pinkie asked, curious of whatever creature had startled her friend.

Sweet Tooth looked out at the odd creature, scanning it for any qualities he could vocalize to Pinkie. After a short while, he said. "Cow with huge arms!"

Pinkie couldn't see it thanks to all of the bushes and trees obscuring her vision of that direction. "I don't see anything Sweet Tooth! You'll need to take me to the thing on foot."

Sweet Tooth nodded his body up and down, signifying an okay. He gently descended next to Pinkie. He picked up the lunchboxes he dropped, as well as the hat. After getting himself adjusted once more, he led the pony to the direction he saw the silhouette of whatever monster had been lurking about.

Makeshift Cabin

Fluttershy lazily opened her eyes. The pegasus didn't know how long she'd slept, but by feeling of how she was not as tired as before, she thought she was asleep for quite a while.

She looked up and realized that Big Macintosh was still sleeping. Fluttershy smiled at the larger pony. Now that she thought about it, he has been very tolerant of Fluttershy, what with going through the forest to find her, building a little shack to keep her dry, and giving her that relaxing massage.

The pony sighed. She knew in her heart that she had to pay back all the kindness that Big Macintosh had done her. Big Macintosh had put up with her behavior with a calm demeanor.

The pegasus thought for a moment. Maybe she could ask Pinkie Pie to host a small party or convince Rarity to make something nice for him to wear for the winter.

Fluttershy would have normally done it for him herself, but the feelings were still somewhat rocky and unclear. She was starting to fall for him, but she still barely knew anything about him. Even if she wanted to become more than friends with the stallion, she'd have no grounds to other than their adventure through the forest to start it.

Fluttershy looked up at the small opening in the side of the crude building. It had finally stopped raining and the wind was no longer raging, albeit it was still pretty cloudy.

We should get going. Fluttershy told herself. Staying in the Everfree Forest is never a good idea.

She got up from her laying down position. She turned to Big Macintosh and gently nudged his shoulder. He grunted slightly in annoyance then opened his eyes.

"Hmm?" He mumbled as he shook himself awake. "What is it, sugarcube?"

"Well," Fluttershy explained, sweeping the ground with her front hoof back and forth. "It's just that it's finally stopped raining and the wind isn't as violent as before. So maybe we should go back to Ponyville now, if that's okay with you."

Big Macintosh nodded, getting back up on his hooves and stretching himself out.

"Eeyup. The Everfree Forest ain't made fer no pony." He yawned. "Let's get goin'."

The red pony exited through the large opening in the cabin, with the pink-maned pegasus following close behind him.

"First thing's first," Big Macintosh analyzed. "We'll need to think of some sort of landmark or other notable thing we saw on the way here. If we can spot it, it'll help us find our way back to Ponyville." He turned to Fluttershy. "Do ya' remember seeing anything that stuck out?"

Fluttershy thought for a moment. "Well, there was a river not that far from when we first entered the forest, but I'm- Eep!"

Fluttershy was cut off when Big Macintosh enveloped her in a hug. "Of course!" He realized. "The river's nearly impossible to miss. If we can find it, we'll be so much closer to getting back home! Fluttershy, you're the best!"

The next thing Big Macintosh did was something Fluttershy would never have seen coming. He quickly pulled his head away and just as quickly planted his lips onto Fluttershy's, kissing her somewhat roughly.

Fluttershy's face turned into a shade of red that was deep enough to rival the stallion that was kissing her. She felt that it was impossible for her to move, numbly attempting to escape the stallion's painfully tight embrace.

Big Macintosh finally pulled away, letting Fluttershy go. From the look on the stallion's face, he was unfazed by his privacy-invading attack. He quickly galloped away, shouting "C'mon Fluttershy! Let's find that river!"

Fluttershy just stood there, dazed and flustered. She couldn't think straight. Her emotions couldn't decide whether to be mad at Big Macintosh, or madly in love with him by now. It was if all of her thoughts and feelings were just blended together and shaken up.

After all, that was her first ever kiss.

After getting her grip back on reality, the pegasus realized that Big Macintosh had gotten a significant lead on her. She realized that if she didn't want to get left behind by the stallion, she'd need to start moving as soon as possible.

While the last thing she needed right now was to see Big Macintosh again, Fluttershy knew that she couldn't let him get hurt. She'll have to confront the kiss later.

She was about to take her first step when she heard a deep, fearsome growl.

"Poooooniiieeess…"

Fluttershy yelped. Panic implanted itself in her mind. How could I forget the very reason we came into this forest? Now I'm all alone with… with…

Fluttershy crouched down in fear, closed her eyes, and covered her head. She felt a earth-shaking stomp and heard another fearsome growl.

She opened her eyes and looked at the ferocious monster in front of her.

It was some kind of dark brown, bipedal creature, about twice as big as a pony the size of Big Macintosh. It had hooves on the back legs, but it had hands like a dragon's on its huge, muscular arms. The monster was incredibly muscular, especially its upper body. It had two curved horns decorated on top of its cow-like head. A thin tail was barely visible behind its body. A large, golden nose ring decorated its enraged face as drool sloppily slid from its mouth.

"A-a-a wild minotaur…" Fluttershy realize, face-to-face with the beast. She swallowed a lump in her throat. "U-u-um… h-hi?"

"RRRAAAAAGGGGGGGHHHHHHRR!"

The meek pegasus yelped in fear of the monster's terrifying roar. Fluttershy had heard of these beasts before, but thought these, untamed kinds only existed in legends and fairy tales. They only lurked in dungeons and places underneath the surface level and never came up. They were stubborn and extremely aggressive; they would not obey a single command or peacefully listen to anyone. They would attack anything they could find and gobble them up.

Fluttershy jumped away and flew high to grab onto a tree branch. Once she was out of the monster's range, she looked down. "He can't get me up here…"

Suddenly, she felt the tree shake violently. She looked down again. The minotaur was trying to topple the tree over with its bare hands. After all, they were the strongest creature in Equestria, rivaling even adult dragons in strength.

The tree couldn't take the second punch. Fluttershy jumped off of the branch and onto an adjacent tree branch. She looked at where her former platform was. It had collapsed to the ground, a visible stump where the base was.

"S-Somepony, anypony!" Fluttershy shouted, fear and panic evident in her voice. Tears strolled down her face as the Minotaur prepared to unleash a punch onto Fluttershy's new tree. "HELP ME!"

Chapter 7

Rainbow Factory Basement

Rainbow Dash’s shrinking team journeyed through the basement of the Rainbow Factory. The atmosphere was dark and dim, with only a few scattered light bulbs illuminating the damp place. The many shelves were filled with jars of experimental rainbow substances, some even visibly boiling.

Rainbow Dash was nervous for the first time in a great while. She had never been this far into the Rainbow Factory when she had worked here. It was getting really creepy, even for the unstoppable Rainbow Dash.

Was Leeroy even in here? If he was captured, he would've surely been calling out for help, lest he be...

The pegasus shook her head. That was one thought that she wouldn't allow to cross her mind.

They continued their walk down the corridor, occasionally dodging spilt rainbow juice or bright neon splatters on the floor. It seemed to go on for miles with no end in sight, mainly because of the lack of proper lighting.

"How long does this go on for?" Soarin' complained with a very bored tone. "We must've been walking for hours."

"It's only been twenty minutes, Soarin'." Spitfire replied. She turned to the other female pegasus at her side. "He's really impatient."

Rainbow's ears perked up, but not from Spitfire's comment. She had heard something else, but what was it? It sounded like a thump, or light crash.

"Shh," she said, listening more acutely.

Thump

"There's something around here," she told her comrades. "And whatever it is, it's alive."

Spitfire nodded and Soarin' bit his lip before nodding as well.

"But, where's it coming from?" Spitfire asked.

Rainbow Dash's ears perked up again, listening for the sound. "I don't know," she whispered.

Thump

"It's coming from down that way." Rainbow Dash said, pointing towards the direction they were already walking towards. "If we can hear something, we must be getting close to the end. Come on!" She sped into a gallop, the other two following closely behind.

The thumps were getting louder and more frequent. The light bulbs were starting to become more distant from each other and rainbow juice was now all over the floor, causing their hooves to color with every step.

Finally after so long, a door came into view with a single, dull light bulb shining over it. Engraved onto the door was "Do Not Enter." By now the rainbow juice was really accumulating; even the door was covered in the rainbow juice.

Thump

Thump

Thump

"Finally," Soarin' said, breathing a sigh of relief. "Let's get Leeroy outta here. This place is really giving me the chills."

Rainbow Dash got up on her hind legs to kick the door down. With a splash of the rainbow from the door, it fell forward, giving the ponies a look on what was inside.

It was a small room, only about the size of a regular bedroom, but the horror in it was enormous. Inverted Rainbow juice was spilt even more on the floor, to the point where the floor was invisible. A rainbow-colored pod was on the other side of the room, holding an unconscious Leeroy in it.

There was a large generator next to Leeroy's cell, producing more and more rainbow liquid. A hoard of rainbow bombs was lying idly in the corner, ready to detonate at any moment. Huge blotches of rainbow were on the ceiling, practically dripping onto the ponies.

But most disturbingly, were a pile of dead animals in the other corner, all covered with rainbow juice. It caressed their lifeless bodies and shamelessly dripped of them slowly.

Rainbow Dash gasped. "Dear sweet Celestia... what is this nightmare?"

Her party slowly walked into the room, too horrified to move fast. Rainbow Dash inspected Leeroy's pod. The rainbow glass would be easy to break, but what about the bombs? Were they sound-detonated? Or would they start ticking when they made a break for it?

"D-Dash!" Soarin' called out. "You better see this!"

Rainbow Dash turned to the other pegasi, who were staring at the wall. Somehow, a great deal of rainbow juice was moving on its own, and started spelling things on the wall.

TERRIBLE MISTAKES YOU'VE MADE

"Wh-what's that supposed to mean?" Rainbow Dash asked the rainbow. It rearranged itself again.

COMING HERE IS SUICIDE

The pegasus gulped. Just what the heck was controlling the rainbow juice? Her pulse was racing and her hairs stood up.

"Y-Yeah?" She said with bravado. "W-Well I'm not scared of whatever you are!" It rearranged itself again.

YOU'RE ALL ALONE

"What?" Rainbow Dash asked. She turned around, to see that her allies were gone. Her eyes widened in fear.

"W-W-WHAT DID YOU DO?!" She screamed at the writing. It spelled something else.

THEY'LL BE OKAY PEGASI DON'T LAST LONG ANYWAY

Rainbow Dash was visibly breathing, panic taking over. Suddenly, she felt a wet, cold, and very tight embrace of something on her. She looked to see a large, rainbow hand from the ceiling trying to crush her.

"Let go let go let go!" She cried, trying to fight off the rainbow. She opened her wings and flailed wildly in its grasp. After almost a minute of frantic struggling, the hand released her.

She noticed that the writing changed during her attempted escape.

BET YOU WISH YOU TOOK ROID RAGE WITH YOU

"LEAVE ME ALONE!" The pegasus cried.

She immediately jumped and flew out the door, but was horrified to see that the rainbows were now plaguing the walls, ceiling, and the floor. It was all those six colors.

"Spitfire!" She called out. "Soarin'!"

The writing crawled onto the floor. Its last message appeared.

GOODBYE HAVE A NICE DAY

She felt the rainbow juices running up her legs to encase her. Her journey had gone from bad to horrifying. She desperately fought off the rainbows in vain. She couldn't move, but was not going to give up her fight.

She freed her hind legs again and stomped hard on the juices, hoping that it might cause some pain to whatever was trying to kill her. As she raised her back hooves to stomp again, the ceiling grabbed her back legs and raised her up to the ceiling, with her lower half in the air and her front half on the ground.

More and more rainbow juice covered her body, threatening to drown her. Her legs were swallowed up by it, followed by her torso and wings, up to her neck.

"Get off!" She shouted, shaking off the juice. She was out of options and out of comrades. "Gah! Somepony help!"

Everfree Forest

"Stupid, stupid, stupid!" Big Macintosh yelled at himself as he bucked down trees with his front hooves. "How big of a blockhead do ya have ta be ta leave Fluttershy on her own?!"

The stallion had soon realized that he had left the poor mare unattended, and quickly rushed back. But he couldn't find her in the endless forest.

"Where in Sam's Hill is she?" He roared. "Ah know she's 'round here somewhere!"

He wasn't stupid, he knew that. But he in love with the mare, and... well, love makes you blind, and Big Macintosh learned that the hard way.

But that wasn't the only reason he was so hard on himself. Who knows what could happen to her without his eye on her? He was practically his guardian protector for all that he was concerned, and he was failing her, big time.

In the middle of his furious stomps, he heard the roar of a distant animal, a booming pound, and then the sound of a tree falling. "Great, now we find what's makin' tha animals all wound up."

He rushed towards the sound of the animal, the sounds of the beast getting louder and the mini-earthquakes from it getting stronger. He got to an emptier area and quickly dove into a pile of bushes. And then the monster came.

He jumped at the sight of the raging minotaur, trying to stay hidden. He noticed that it was seemingly mindlessly smashing tree after tree. He looked up and gasped at the sight of the panicking Fluttershy, hopping from tree to tree, trying to avoid becoming its next meal.

"If I'd never left, she wouldn't be in this mess!" He thought shamefully. He kept looking at Fluttershy as she yelped and screamed at every vibration, looking everywhere for a sign to help her.

In the middle of her frantic searching, she noticed the red stallion and stared longingly back at him with desperate, tear-stained eyes. He was her only hope of escaping the minotaur, and they both knew it.

Big Macintosh put on a brave face and stepped out of the bushes. He ran up to the beast, quickly turned and kicked its back with much strength. The heavy monster was pushed down to the ground, but quickly got back up. Its sights were now set on Big Macintosh. It snorted and then got into a charging stance, ready to trample the pony.

The stallion jumped back from the angry animal and got into a charging stance himself. They charged at each other as Fluttershy averted her eyes.

Big Macintosh suddenly jumped over the minotaur and onto its back. He stomped on it several times before it started flailing its arms, trying to swat the pony.

Apparently, love also made ponies extremely agile.

The bulky stallion was not fast enough to dodge a particularly hard smack that sent him flying into a tree. The vibrations of the tree were strong enough to break a large branch off that hit his head.

"Gah..." He grumbled as he got back up. He growled viciously at the animal and charged at it again, this time smashing his front hooves against the beast's stomach once in range.

The minotaur clutched its paining stomach, which gave Big Macintosh the opportunity to quickly follow up with a blow to the head. The minotaur was definitely hurt by his assault, but it wasn't good enough.

Big Macintosh quickly dodged another fist and charged into the minotaur's chest, hearing a distinctive crack that did not come from his head. With the opening available, he followed with several hoof attacks before crashing his head into the minotaur's chest again.

Finally fed up with being beaten by a pony, the minotaur roared loudly, enough to push Big Macintosh against a tree and disorientate him. The monster grabbed a thin tree and ripped it out of the ground. It swung its new weapon at Big Macintosh, who was still too stunned to react. He was knocked to the ground and soon met the tree again as it was used to smash his body into the earth.

Fluttershy couldn't watch this terrible fight go on. She couldn't just sit there and let that ferocious monster kill her... platonic-but-sort-of-wanting-to-be-intimate male companion. She finally decided to pony up and jump from her tree.

Despite her fear, she started to fly around the angry minotaur, who was now no longer focusing on Big Macintosh and now more intent of swatting the pegasus away. Fluttershy, however, was too nimble for the minotaur to hit with its heavy tree.

Fluttershy then proceeded to do something so far against her morals and beliefs she would've probably never trusted herself ever again:

She flew wildly to the animal's face and flat out kicked it.

In normal circumstances, she would've tried to reason with the creature, but these were not normal circumstances. This beast was trying to hurt both her and Big Macintosh, and that made her very mad.

Big Macintosh got back up and shook his head, trying to refocus himself. He looked back up to see the minotaur clutching its nose in pain and Fluttershy coming right towards him. He was genuinely surprised, knowing what must have happened for those results to happen.

She quickly descended and helped the stallion up. Before he could apologize, she pulled him into a quick hug.

"You don't know how glad I am to see you!" She thank graciously. "I could just sing if it weren't for the minotaur trying to eat us."

"Eeyup," Big Macintosh said. "C'mon, we need to ditch 'em quick!"

The two were about to rush away, but the minotaur had caught up to the two and grabbed Fluttershy by her tail. This time, Big Macintosh stopped for the pegasus. The minotaur twirled the pegasus around until she was only a very fast blur and let go of her to go flying into a particularly hard tree.

"Fluttershy!" Big Macintosh cried.

Before he could mouth another word, the minotaur brought a fist to his head and he was blown back by the force. Big Macintosh tried to stand himself up, but was prevented when the minotaur grabbed him by his collar and slammed him against the ground and started rubbing him against the rough dirt.

It finally finished by grabbing the stallion by his tail, and smashing him hard into a thick tree, making Fluttershy scream his name.

When the stallion fell in defeat, he stayed down. The minotaur smirked, and then turned to Fluttershy, who was now incapitated with broken wings.

"N-n-n-no!" She squeaked as the minotaur got closer, ready to kill. "Ohh... I don't know how Twilight, but please fix this soon!" She prayed.

Canterlot Park

"Didja find 'em yet, Rarity?"

"For heaven's sake, Applejack, you've asked that three times!"

The two mares were still searching for the princesses. They were currently digging through a particularly large pile of debris. Rarity had whined about getting bubblegum on her hooves at first, but after receiving an unfriendly stare by Applejack, she shrugged it off and decided to dig in the stickier pile anyway.

Applejack lifted up another metal pipe. "How are we gonna find 'em? They could be anywhere in this rubbish!"

"I'm not entirely sure," Rarity said, pushing several unidentifiable scraps away. "But I'm sure we can find them if we just devote some more effort into-"

"Found 'em!"

Rarity looked up. Applejack was holding both of the dazed princesses up by their tails. "Well, I suppose that worked well."

"Mmm-hmm!" Applejack murmured in agreement through a full mouth.

"Nrraagghh..." Celestia half-consciously moaned.

Rarity put a hoof to her chin in concern. "We'd best get them back to the castle."

"Huh... Wha..." Luna murmured dizzily. She fluttered her eyes open. "Huh? AHHH! Celly!"

"Loo... Luna?" Celestia asked tiredly.

"Everything is up-side down!"

Applejack mentally sighed and put the fillies down. Hopefully, they won't run off on their own again. She looked up at the sky. Judging by the position (or lack of thereof) of the sun, it should have been morning, but considering how long it's been moving, it could be anytime had it been moving regularly instead of indecisively shifty.

Luna looked around again. "It's fixed! Must be magic."

While Luna celebrated the ability to stand right-side up, her sister looked around expectantly. Rarity walked up to the little filly, wondering what she was looking for. "Is something wrong?"

"Where's the big metal thingie?" Celestia asked innocently. "I was in it, but then some colt with stupid hair flooded it with popcorn, then everything went dark and then..." Her speaking slowed. "I was under a bunch of stuff... Auntie Rarity, this junk everywhere isn't my metal monster, is it?"

Rarity sighed. "The truth is hard, but yes. Your metal monster was destroyed in our attempts to keep you safe."

"Wait... wait, wait..." Celestia said, suddenly serious. "Your attempts blew up my cannon on big wheels?"

"Well, it's actually called a tank, but-"

Celestia's brow furrowed and she suddenly looked very angry. "You killed my monster?" The sun rattled violently and was swaying from side to side.

Rarity looked back at Applejack and loudly whispered, "Assistance, please!"

Celestia growled viciously. "BAD, BAD, BAD!"

In the fit of her tantrum, Celestia's eyes started to glow and she was surrounded by a radiating glow. Her crossed expression was scary, even if she was a filly.

Rarity backed away, scared. Applejack and Luna both came to the scene and saw Celestia's tantrum.

"Gah! Whaddidya do, Rarity?!" Applejack said, panicked.

"I-I-I didn't do anything!" Rarity stammered. She noticed something odd with the sky. "Look!"

The other ponies looked. The sky was turning a reddish color and the sun turned into the most vibrant shade of red that either mare had ever seen. Black clouds partially obscured the sky. Applejack did not have a good feeling from the sudden sensation that the air became twenty degrees hotter.

"CELESTIA MAD!" Celestia screamed, stomping her hooves onto the ground with all her might. The ground trembled on impact, knocking both mares and the now-crying Luna over.

"P-P-Please Celly," Luna cried. "Y-You're scaring m-me!"

"LEAVE ME ALONE!" The filly shouted at her sister. Heartbroken at her sister's response, Luna bawled harder and ran off, though, back towards the castle this time.

Applejack got back up. Appalled by Celestia's reaction at her sister, she threw caution to the wind and confronted the filly again. "Don't ya dare talk ter yer sister like that!"

"DON'T TELL ME WHAT TO DO!" Celestia shouted at the top of her lungs.

That seemed to be the last straw. Celestia started to levitate into the air and the heat became more unbearable. The black clouds were striking everywhere with lightning and the ground continued to shake and vibrate.

Applejack looked up again. The blood-red sun was heading straight for them. She was no scientist, but she knew that if the sun were to get too close to the planet, it would burn it up at an instant.

"Stop!" Applejack pleaded. "Ya'll gonna kill us all!"

Celestia ignored her guardian's request, still throwing her tantrum.

Rarity looked back at Applejack. "This is a complete disaster!" She shouted over the booming thunder and earthquakes. It was getting hotter by the second, which was not a good sign.

"No kiddin'!" Applejack retorted. "We gotta stop her from blowing up all of Equestria!"

Rarity thumped her hoof against her head. "There's no reasoning with her. As much as I hate to say it, we'll have to use brute force!"

Applejack would've laughed if it weren't for the whole "sun-about-to-kill-everypony" situation. "Piece o' apple pie!"

With a running start, Applejack charged at the mad filly. She made a jump and quickly turned to kick her. Hopefully a quick hit or two would manage to prevent her from making the sun collide into the earth.

The aura radiating from the filly bounced the earth pony back, causing her to flip several times before crashing into the ground.

Rarity, not normally used to using her magic for such feats, tried to pick up a large, metal piece of debris. Luckily, she managed to pick the heavy item up, though at a struggle. With an audible gasp, she threw the object towards Celestia.

This time, Celestia turned towards the metal item and swung her hoof at it. It was deflected straight back at Rarity at nearly five times the speed.

Not being the most athletic pony, Rarity was unable to dodge in time and took the debris in the face and forced her far away into a building.

Applejack, who had already recovered from her last hit, was readying a lasso to capture the princess. She threw her rope at the filly.

The rope managed to tangle around Celestia, somehow not being affected by the aura. "Yes!"

With a tug, she tried to pull the princess to the ground. Instead, Celestia just glared at the rope around her middle and it burst into flames.

"Aww shoot." Applejack muttered, sweating madly.

The filly growled again. "BURN!" She yelled in a very demon-possessed voice.

Applejack felt dizzy and light-headed. She was dehydrating, fast. It wouldn't be long until she was out. She fell to the ground again from the earthquake. She couldn't get back up, she was too tired.

She looked back at the unconscious Rarity several yards away. If they did combust from the heat, at least she wouldn't be awake to see it, at the very least.

With a very tired sigh, Applejack looked back up at the sun, considerably closer now. As she slipped into unconsciousness, she could only think of one thing:

Seriously Twilight, just how did ya manage to screw everything up using a portal spell?

Canterlot Royal Garden

The statue of Discord remained, though it was near breaking point. In fact, with all the chaos about, it is a wonder why he isn't out ye-

Smash!

Nevermind.

"Feels good to be free again!" Discord laughed triumphantly, now free from his prison. "Now it's time to- Wait... is the sky red?"

He put a finger to his chin, observing the oddly tinted sky. "What's been happening lately?"

He picked up one of the shattered pieces of stone that formerly imprisoned him and with a dash of magic, turned it into a crystal ball. "Show me the past chaos."

The crystal ball beeped several times before suddenly flashing practically everything that's been happening since Twilight's terrible spell mishap.

Discord put the crystal ball down, a look of pure depression in his eyes.

"These ponies don't even need me anymore... I need a gallon of chocolate milk."

Chapter 8

Ponyville Library, Approx. 1 Hour Ago

"So... explain it to me again?" Derpy asked.

"For the fifth time," Twilight repeated, very impatient. Derpy noticed how several hairs of her mane suddenly popped up out of place. "I need you to crash into me when I say so."

The two ponies were in Twilight's library, ready to perform the experiment once more. Twilight had set up the apples and had Spike fetch her the scroll she recorded her spell in. All they were waiting for was the dragon to return.

Derpy was concerned. While crashing might as well be her special talent (she honestly had no clue what the hay her cutie mark was supposed to mean), she was quite skeptical about crashing into Twilight while she would try to perform a very powerful, and potentially dangerous spell.

"Well I'm just saying that maybe there's an alt-"

"No," Twilight interrupted, more of her mane becoming restless. "There isn't. Now be quiet and crash into me at approximately 43.7 miles per hour at 23 degrees from here from precisely 1,700 feet using 8.8 wingpower."

Derpy's eyes dilated a bit before she said, "I'm not good at math."

"How many bubbles are on your cutie mark?"

"Seven, but I don't see how-"

"Good enough. And no, you don't."

Derpy sniffled. "You know, there's a reason only five ponies ever hang out with you."

"Would you just get back on task?!" Twilight snapped. "In case you haven't noticed, we have a crisis situation here!"

Derpy flinched at Twilight's anger. She noticed that her mane and tail were gradually becoming more untidy. "O-okay... I'll just go to there at the thousand-eight-hundred-"

"Seven-hundred!"

"Seven-hundred feet place..." Derpy glumly departed through the window and muttered something under her breath.

Twilight quickly headed to the window and shouted at the retreating figure, "And I know you said prick just now!" Twilight puffed some steam out of her nose. "Some of these ponies here are truly thick-headed!"

With all the anxiety of finally being able to stop all the chaos as well as the conversation with Derpy, she decided to work off her excitement and frustration by pacing around the room. She passed by her mirror and decided to take a quick look at herself. She frowned at her mane before picking up a brush and fixing it.

Once she was neat and tidy, she looked back in her mirror.

"... I am not a prick... right?"

Why of course not!

"EEP!" Twilight jumped at the sudden, high-pitched voice. "Who just said that?"

Me of course! I am your... uhh... Antience

Twilight thought for a moment and said, "Wait... you sound familiar."

What? Me? No way! I have a totally unique voice that only one out of every one-million antiences in a thousand years ever has! It's one-hundred percent copyrighted and everything!

"Okay, now I know you're making this up. Now come out, where ever you are."

Hey! I'm totally not making this up! An antience is the opposite of your conscience! I make you do baaaaaaad things. Like just now yelling at Derpy for doing nothing wrong; or having Spike find your scroll thing when you could've done it yourself; or eating the LAST CUPCAKE AT LAST WEEK'S 'That was an awesome party Pinkie Pie we should totally do it again' PARTY.

"That makes no sense!" Twilight reasoned with herself. "Why would I have this 'antience'?"

Because you're a prick.

"Shut up!"

Haha! Just kidding! Oh! My buddy's calling! Gotta go!

"Wait! What buddy? How do you have a friend in my head? Answer me!"

No response.

"What the buck is up with today?" She asked herself.

Everfree Forest

Pinkie pulled her head out of a hole in a tree. Sweet Tooth, wearing the umbrella hat, was standing to her side, eating an apple (normally).

"This forest, as horrifying as it is, has the most awesome trees ever!" She said to her companion. "What tree lets you disguise as your friends' subconscious and talk to them?"

Sweet Mouth crossed his tiny arms and shook himself in disappointment.

"Yeah, I guess that was pretty mean of me. Better go haunt my own subconscious." Pinkie stuffed her head into the tree's hole again and said dramatically, "Pinkie Pie! I am your antience!"

About a second later, she jumped in fear. "YELP!"

Sweet Tooth could've sworn that they came to the Everfree Forest for something before Pinkie got distracted by the magical trees. With a shrug, he opened up his basket and helped himself to a pink-frosted cupcake.

Back at Twilight's Library

The encounter with her "antience" shook the mare. She went back to pacing, not daring to say another word to herself in case the antience comes back and drives her even more mad.

Eventually, Spike finally came from upstairs covered in a few bruises and in an armcast, but with the scroll in his other hand.

"You have no idea what I went through to get this stupid thing." He said bitterly.

"Wait," Twilight said, now two feet deep in the ground from her relentless pacing. "How did you get the cast on then?"

"As it turns outs, all birds have an unnatural sense of first aid." Spike replied.

On cue, Owloysius flew down the stairs in a nurse's hat and first-aid kit in his mouth.

"Erm... okay..." Twilight said awkwardly, taking the scroll and getting out of her pit. "Okay guys, you might want to stand back." She took out her scroll and starting skimming her hoofwriting (or more appropriately, magicwriting).

"Right," Spike replied. He backed behind a table and put on a modern military helmet on himself and Owloysius. "Okay, bombs away!"

Twilight readied her stance after reading her scroll. She turned to the apples, one green and one red, on another table and charged the magic again in her horn. The radiant, red light grew bigger and bigger as Twilight struggled to keep it contained.

As loud as she could, she yelled out a strained, "GO!"

About ten seconds passed before Derpy's voice yelling "INCOMING AGAAAAAIIIINN!!" was audible from outside. Twilight prepared herself for impact by closing her eyes and gritting her teeth.

It was almost like a flash of lightning. Derpy smashed through the window and rammed her skull into Twilight’s. They were both knocked into the wall as the magic discharged from her horn. Once again, spheres of energy were blasting around the room. They shot around the room with absurd speed, ricocheting against the walls and floor.

“Okay,” Spike yelled from his barricade. “The balls are here! Now make them go away!” Almost immediately, he was hit in the face with one of the energy spheres. Unsurprisingly, it hurt.

Twilight began using up her magic again to channel the spheres to her like a magnet. She was nearly covered in the energetic balls when she discharged them into the building’s magic rod again. From there, they rode up the rod and blasted off individually into different directions.

“Yes!” Twilight exclaimed victoriously. “All we have to do is wait for the chaos to die down!”

Spike raised a crippled hand from his barricade. “Y-yeah… g-go us…”

Derpy flew over to Twilight, visible stars revolving around her head. “So that was it? Is all this crazy craziness over?”

“Yes it is, my fair Derpy,” Twilight said, patting Derpy’s head as though she were a puppy. “This whole mess will resolve itself now!”

As if on cue, Owloysius flew in through the window with a newspaper. He had apparently snuck out before Derpy had crashed without anyone noticing. He dropped the paper in front of Twilight.

More Energy Spheres of Destruction Plague Equestria

“WHAT?!” Twilight yelled. “H-h-how could this happen?!” She read further.

Recently (i.e. 2.38 seconds ago) energy spheres had attacked and injured several more ponies all over Equestria. In the wake of their destruction, buildings had fallen, animals were set loose, the stock market crashed, and comedy artist, “Weird Alpaca” was crippled and is currently mutating into a three-headed hydra.

“It’s a disaster!” Rose of Ponyville reports. “A DISASTER! We’re all going to die! And there will be nothing of Equestria left but fire and pain and death and bees and-” We had to cut the interview short when Rose proceeded to suffer from an anxiety attack and was taken to the emergency room. Said emergency room was then set on fire thanks to another energy ball.

“No one should ever have to witness what has happened in the terrible times!” Lyra Heartstrings of Ponyville says. “In fact, we should totally form a riot and beat the living snot out of whoever was shooting all these energy balls! WITH OUR BARE HANDS!”

Again, the interview was cut short due to Bon-Bon telling Lyra of the horrible reality of the average pony’s lack of digits, unintentionally causing Lyra to activate her tear ducts.

In any case, with the regression of Princess Celestia’s age, Equestria as a whole has decided to follow Miss Lyra Heartstring’s advice and have traced the source of the energy spheres to a Miss Twilight Sparkle’s residence at the Ponyville Library.

“They’re coming here?!” Twilight panicked.

Yes, an angry mob of ponies has gathered outside the library to perform bodily harm unto Miss Twilight Sparkle.

“N-no!” Twilight said to herself. “Th-this is obviously a prank!”

No, this is NOT a prank, fillies and gentlecolts. You read this right; this is REAL LIFE stuff happening in REAL LIFE! All because of Miss Twilight Sparkle.

“STOP IT!” Twilight shouted, using her magic to make the newspaper explode. Small, burnt strips flew around the room and ashes were scattered. One long piece of paper fell onto Twilight’s horn, allowing her to read it.

COUPON: 50% off of torches and pitchforks at your local Angry Mob Enthusiast Club!

Twilight growled at the piece of paper. Before she could decide how she would unleash her arsonist potential on the coupon, the sounds of angry ponies outside snapped her back to reality.

“Uhh… Twilight…?” Derpy asked innocently after dusting herself up. “I think we should leave…”

Twilight rushed to the window. To her horror, the news article was right. Dozens… no, hundreds of angry ponies were outside, anatomically-incorrectly holding pitchforks and torches. Several started throwing said torches at the unicorn, missing and igniting the tree.

“Celestia curse you, anon!” Twilight muttered, dodging another torch. She turned back to the others. “We have to leave Ponyville now!”

Derpy was concerned. “But how are we going to ditch this mob?”

“I don’t know, but under our combined effort-”

“Grr… RAAAWWWRR!”

Twilight looked at the direction of the roar, seeing an enormous, purple dragon with a pale green underbelly. His roar deafened the sound of it smashing the roof of the building off in its growth. She had one guess on who it was.

Spike smashed his tail against the ground, causing a massive earthquake that shook the ground. Since they were on the second floor, this caused the floor under Spike to collapse, letting him fall into the next floor.

“Scratch that, under our combined efforts minus Spike,” Twilight said, turning to her owl and Derpy. “We can overcome the threat of these recent events and bring peace back to Equestria!”

“Yeah,” Derpy said. “Just one problem.”

“What?”

“We’re kinda trapped in a burning tree with no clear way out.”

Indeed, the fire had finally spread to their room. Fire surrounded the three, consuming the bookshelves and blocking the newly-formed hole in the wall and the balcony exit. The stairs down were not an option, neither was the enormous, dragon-shaped hole in the floor, each had fire at the bottom.

“…”

“…”

“… Somehow I forgot about that entirely.”

Derpy was very concerned at this point. “What do we do?”

It only took Twilight a few moments to formulate her plan. “We can escape through the roof! It’s gone now, so if you just carry me, we can all escape!”

Derpy bit her lip. “Yeah… err… about carrying you…”

“Is there something wrong with that?” Twilight asked, ignoring the crackle of the fire slowly advancing towards them.

“You see,” Derpy uneasily said. “I’m not entirely sure I can carry the weight of another pony, let alone you.”

“Fluttershy could carry a pony for crying out loud!” Twilight retorted. It took her a moment to realize what Derpy really meant. “Wait, did you just call me fat?”

“Not fat, more like… slightly over my carrying capacity and a little pudgy in the -”

“JUST FLY!”

Derpy squeaked and quickly grabbed Twilight by her front shoulders and carried her off the ground with noticeable strain on herself. She managed to fly out of the library, Owloysius following closely behind. They all looked down, watching the library as it burned and crashed to the ground like the fictional city of “Rome.”

“Hey!” A male voice from the crowd of angry ponies yelled. “There’s that Twilight in the air right now! GET HER!”

The crowd started throwing their pitchforks at the flying trio with surprising accuracy. While Twilight seemed absolutely horrified, Derpy seemed somewhat relieved.

“Phew, I knew I wasn’t the only weird filly in school to get a major in spear-throwing.”

“GET US OUT OF HERE!” Twilight yelled.

“Oh yeah, right.” Derpy realized, dodging another pitchfork. She immediately started flying away from the crowd as fast as she could. The two could only hope that things turn out better than what they were now.

Approx. 40 Minutes Later; Location Unknown

“Augh…” Derpy tiredly said, collapsing on the ground. “I know a couple of weight loss ponies back at Ponyville. Maybe you could-”

“I am not fat!” Twilight shouted.

“Okay, sorry! Sorry!” Derpy apologized.

Poor Derpy had been carrying Twilight (and her apparent insufferably immense weight) for the past 5 miles. Including Owloysius, the trio had managed to get to a vast plains area. Thankfully, they managed to ditch the few pegasi that could catch up with them by making a sharp turn into the tall grasses.

Twilight put a hoof to her head. She couldn’t believe how wrong everything was going. Ponyville was going to be in ruins! Equestria itself was falling apart and her attempts at fixing the problem only made it worse.

“There has to be a solution to this,” Twilight said to herself. “There just has to be somepony or someone who can help us…”

Derpy got up off of the ground and looked back at the unicorn. “Well… I do know this one stallion who might help us.”

Twilight looked up. “Really? Who?”

“Well… You see, he’s not really here at the moment; more like travelling to another planet in search of the Alicorn Balls to achieve immortality…” Derpy explained uneasily. “He’s extremely violent and strong, beats everypony he meets, and has a devastating amazing mane.”

“Why are you telling me this?” Twilight asked.

“Well, I thought he might be helpful.” Derpy replied. “You see, it all started when I was delivering mail about four years ago, long before you came to Ponyville…”

Ponyville, Four Years Ago

Derpy was exhausted. It was a long day of delivering mail, but at least now she could return home to her five-year-old Dinky.

She flew to her yellow house and opened the door. Inside, Carrot Top, Derpy’s best friend, was playing with Dinky.

“I’m home!” Derpy Hooves announced. Dinky got up from the floor and rushed over to hug her mother. “Thanks again for taking care of Dinky today. It’s not easy delivering an entire barrel of watermelons on your back all the way to Canterlot.”

“I can imagine,” Carrot Top replied. “Anyways, it’s best that I leave before it gets too late. Goodnight Dinky, goodnight Derpy.”

“Goodnight!” The Hooves family replied as Carrot Top left.

Derpy turned back to her daughter. “Now Dinky, how does a nice dinner of oats and an apple muffin sound?”

Before Dinky could bounce in joy, the door was suddenly kicked wide open, flying forwards. Luckily, both Derpy and Dinky managed to dodge just in time.

“You!” A threatening, masculine voice called out from the doorway. “I’ve finally found you, the guardian of Equestria’s Alicorn Balls!”

The two ponies looked at the owner of the voice. He was a buff, glowing stallion with a devastatingly long and messy mane and wearing futuristic body armor. His blue coat matched his gray mane, Derpy admitted, but knew this stallion wasn’t here to chit-chat.

“So what if I am?” Derpy asked defiantly. “You can’t take the Alicorn Balls for any selfish gain!” Dinky hid behind her mother.

“Of course I can!” The other pony boasted. “I can sense your energy; you have a pathetic power level of four! A human has more power than you!”

Derpy smirked. “What you don’t know is that I am hiding my true potential!”

The pegasus charged up bright, glowing power and was quickly rising from the floor. A golden aura of power surrounded her as Dinky retreated to another room. Derpy’s already-blond mane grew stronger in hue and rose up.

The other pony was surprised at the sudden change. “Your power level… It’s… it’s… OVER NIIINE-”

SMASH!

Derpy smiled determinedly, proud of the pony-shaped hole now in her wall. She flew through the hole to see where her foe had landed. She managed to find the mountains to the west, recently shaken. She flew towards them, ready to fight off her foe off of the planet.

Back to Reality

“And that’s how Equestria was saved!”

Twilight stared at the pegasus. “Derpy, I am THIS close to kicking the living hoof out of you! That was the most ridiculous story I have heard in my life, and I’ve read ‘Twinkle!’ Stop being stupid and focus!”

“I’m not lying! How do you think my eyes got like this?” Derpy tearfully asked. “That guy punched me in face so hard it rewired my eyes forever!”

Twilight snarled at the pegasus. “You are USELESS!”

That was the final straw. After being abused by Twilight for such a long time, Derpy broke down and cried. Even if it was the apocalypse happening, how could she be so cruel to her?

The unicorn groaned and turned away from the pegasus in frustration. Why did she have to be stuck with the crazies, now of all times?

Derpy called after the retreating unicorn. “Y-you’ve changed!” She sobbed. “You used to be a nice pony and friend! But ever since all this chaos started happening, you became nothing but a stubborn, hot-headed meanie! And now, you’re causing more discord than the problem because of it!”

Twilight would’ve normally snapped back Derpy, but the word “discord” struck her like a baseball bat. The potential solution to her problems, while dangerous and possibly unstable, was sitting in the middle of the Canterlot Gardens, encased in stone!

“Discord!” Twilight realized. “Discord might be able to fix this, as ironic as that sounds.”

Almost immediately after, a rogue ball of magic came out of the blue and struck Derpy in the back of her head and was absorbed into her. Twilight heard the noise and looked back at Derpy.

“That can’t be good.” Twilight mumbled, ready to watch the horror unfold before her eyes.

Derpy’s eyes rotated violently and suddenly stopped. The pupils shrunk to nothing, leaving only unstaring, white eyes. The pegasus grabbed her head in pain, as if feeling a migraine. With a sudden pop, she stopped and let her front legs fall limp and just stared forward at Twilight.

“D-Derpy?” Twilight asked. “Are you okay?”

“No…” Derpy said in a scary, deep voice. “And neither are you.”

Twilight gulped. “W-w-what do you mean b-by that?”

In a flash, Derpy suddenly glowed bright gold and her mane stood up on ends, just like in her story. Her uncaring eyes faced Twilight again. This was not Derpy anymore.

”TIME TO DIE, FOAL!” Derpy shouted demonically as she rushed towards Twilight with blazing speed enough to set the ground she flew over on fire.

Twilight had absolutely no time to dodge and was quickly caught in a flurry of hoof-punches. She felt one hoof come after another, impossible to get out of the chain of attacks. For a very brief moment the seemingly endless onslaught stopped, but was followed by a particularly devastating high kick that knocked her high into the air.

Twilight couldn’t believe how much that kick hurt. She thought it was strong enough to somehow leave a gash in her. But now wasn’t the time to think about the pain, it was time to think of a way out of Derpy’s wrath.

Almost right after, Derpy flew up after the dazed unicorn and followed up with another set of kicks and punches.

“Hahaha!!” Derpy laughed wickedly. “What’s wrong? Can’t seem to fight off somepony as ‘stupid’ and ‘useless’ as me?!”

The unicorn was unable to block or dodge as she continued getting beaten and bruised by a superior fighter. She could barely keep herself conscious, not that the altitude of fifty some-odd feet was helping. Derpy stopped again and raised her front hooves up high, ready to smash Twilight into the ground.

“Goodbye,” she snarled. “Ungrateful mule-”

Derpy was caught off-guard by an attacking owl, Twilight’s owl to be precise. Derpy was knocked back a great deal from a sudden headbutt.

“Owloysius!” Twilight remarked. “You came an- WAAAAHHH!”

Twilight began to fall, no surprise invoked. She knew that a fall this high would kill her, but how was she going to get out of this?

An idea entered her head. With a quick flash she teleported away mid-flight, inches away from the unforgiving ground.

Chapter 9

Canterlot

Pop!

Twilight panted as she nervously tried to calm herself. It’s not every day the clumsiest mare in Ponyville goes berserk and tries to murder you with enough power to level a mountain.

She took the moment of relief to observe her surroundings. Several buildings were demolished, covered in bright pink bubblegum. Several ponies were running about, panicking and yelling “It’s the alponylypse!” At the gate of Canterlot, the Palace’s Garden was quite a while away and she had little time.

It was a long shot, but if Discord had the possibility of helping fix this mess, she would be willing to take the chances.

“Hey!” A voice yelled. Twilight looked behind her to see a mob of different ponies armed to the tooth and nail with pitchforks and torches, barely ten feet away. Before she could think of any other thoughts, she heard another pony call out, “It’s that Twilight girl! Get her!”

Twilight yelped before running and the mob followed behind. Twilight was able to run at an even speed as the crowd. She didn’t care where she was going at this point, but she just had to ditch the crowd.

She ran down random roads and paths, taking care not to accidentally trap herself in a dead end. As she ran past destroyed restaurants, homes, and schools, she couldn’t help but feel the guilt of causing this mess multiply tenfold.  Innocent ponies were injured, property was destroyed… all because of her.

Twilight briefly considered just tossing herself into the crowd to be maimed, but the thought went away. She had to fix this.

As the unicorn ran, she began taking notice of other things while trying to evade the angry ponies. For one, the blood red sky intimidated the unicorn and gave her a feeling that things were about to get worse.

It totally did.

Soon, the ground started shaking violently, knocking the purple mare over. Defenseless, she watched as the crowd caught up to her. Several already started kicking her, and the ones with pitchforks raised their weapons high.

“So…” Twilight thought sadly. “This is it…”

But before they could do anything, the temperature rose. The mob suddenly stopped their assault and looked around. It was long until they looked up and realized a terrifying thing.

The sun was heading straight for Canterlot.

The crowd scattered in a frenzied panic, allowing the downed unicorn to pick herself up off of the ground. She was thankful beyond words for being able to survive that encounter, but she was still in an awful situation.

The situation was worse than she thought. Now she was definitely on a time limit. It wouldn’t be much longer until the sun would fry her and all of Equestria. At this point, Discord is her only hope now.

Twilight grunted as she limped onwards, sporting new bruises gifted by the mob. The palace was closer than when she was standing at the gate, thought it was still quite a distance away.

At the crippled rate she was traveling at, there was no way she’d get Discord’s statue by walking before the sun would consume the world.

“Well, at least it can’t get any worse.” Twilight told herself. She paused and then her eyes went wide. “Wait! I didn’t mean it!”

The unicorn suddenly noticed another energy ball soar over her head. She briefly wondered how it managed to get here before the sphere managed to strike a random mare, a good hundred feet away.

The mare stopped panicking and her eyes suddenly became empty. Her coat and mane became several tints lighter.

She looked around mindlessly, then noticed another pony nearby, looking concernedly at her. The first mare then lunged at the second and bit her. The second mare yelled out in pain before going through the same transformation as the first. Twilight’s eyes widened in fear.

“Zombie ponies… Really?!”

Twilight backed away and ran away from the zombies, luckily being too far to be noticed by them in the first place.

After a good while of running, she slowed down. “I hate today so much.” Twilight mumbled as she slowed down to a walk, still looking at the zombies. “I wouldn’t even be surprised at the slightest if-” she stopped. “Wait, EVERYTHING BAD ALREADY HAPPENED TODAY!”

“You too, huh?”

Twilight looked at the direction the voice came from. An unfamiliar, blue earth pony stallion was the owner. He looked vaguely familiar; she definitely remembered seeing him around Ponyville in the background.

Twilight cocked her head. “Yeah… and you are…?”

“Noteworthy. And you’re Twilight, am I correct?”

“Yes, you are. So, what’s up with you?”

“I had to drag two mares to the Canterlot Palace with my stupid friend, got lost for a couple hours, met up with the aforementioned ladies, he blew up a tank with baby alicorns inside, spent the next hour trying to find a donut shop that wasn’t made of melted rubble, then he ran off after a fight about politics.”

“Huh. Well, I spent my whole day trying to find a reversal to the spell that’s going to probably destroy the world, got flattened by pegasus, got chased out of my house thanks to a fire and my dragon suddenly growing fifty feet, then had the living Tartarus beaten out of me by a wall-eyed pegasus.”

“You win.” Noteworthy said. “So, what brings you round these parts?”

Twilight thought for a moment. Was it a good idea to let him know of her intentions? Releasing Discord could only worsen the problem. It would also spark some doubt in this fellow if she was going to have him tag along.

She decided that things probably couldn’t get any worse at this point, so she said, “I’m here to release Discord, the god of chaos, in an attempt to reverse everything with the power of chaos.”

“That’s the silliest thing I’ve ever heard, and I heard Caramel talking about his non-existent ‘swag.’” Noteworthy said.

“It’s worth a try.” Twilight replied honestly. She looked around at all the chaos. “It’s either we all get enslaved by a villain who has been defeated several times before, or we all die from the sun crashing into Equestria.”

“The lesser of two evils, I suppose.” Noteworthy noted. “I’m not going to spend the next hour trying to find Caramel’s brain and my wife doesn’t get out of work until seven, so I guess I could give you a helping hoof.”

The two shook hooves. “So, how do you suppose we find Mr. Discord?” Noteworthy asked.

“The last I saw of his statue, it was still in the Canterlot Gardens.” Twilight replied. “The only problem is getting there.”

Noteworthy held a hoof to his chin. “Hmm… That’s going to be tricky. The Palace guards are most likely still stationed; they never leave their spots, even during Armageddon. We’ll need to find a way past them.”

“Wouldn’t teleporting work?” Twilight asked.

“We could try.” Noteworthy said. “But your friends, Applejack and Rarity, managed to sneak into the palace using the same trick. Considering that the Princesses also got out, the guards will no doubt have increased their defenses. They’re dedicated, but a bit short-sided.”

“Alright, I’ll teleport us both outside of the palace. We’ll assess the defenses, then continue planning from there.”

“Good. Now, you might want to teleport immediately.”

“Why’s that?”

“Because those zombie ponies are heading right for us.”

“WHAT?!” Twilight looked behind her. Indeed, the zombies were making a fast shuffle towards them. With little time to argue, Twilight threw her front legs around Noteworthy, then quickly mustered her magic to teleport as the two zombies lunged at them.

A moment later, they reappeared in a trimmed bush several hundred feet away from the palace. Immediately, Twilight noticed that there were more guards in front of the palace gates. There was a purple, anti-magic shield around the palace that Twilight knew she would be incapable of bypassing. Not only this, but there were pegasi guards in the sky carrying spotlights to look for intruders.

“There seriously didn’t do this at any other time?” Twilight said to herself. “Well, we’re bucked.”

Noteworthy took in the scene as well. “Pretty much. How are we going to get past these guys?”

“Give me a moment, it’ll come to me.”

Everfree Forest

“Sweet Tooth, are you sure he was this way?” Pinkie asked. Even if Sweet Tooth was an adorable (and surprisingly smart) bundle of fluffy joy, she wasn’t entirely sure that she was being led the right way.

“Yep, yep,” the puffball replied. “It hard to miss. Big and fatty.”

“Sound like a minotaur alright…” Pinkie muttered. “Well, I guess you might be right. After all, you did see that deadly pony-eating raptor earlier.”

The two continued running, rushing past trees in the deadly race to reach the minotaur before it reached their friends.

A loud roar echoed through the forest, followed by a familiar pegasus’ scream.

“We’ll never make it in time!” Pinkie cried. “What are we going to do, Sweet Tooth?”

The puffball frowned at his friend’s distress. Suddenly, an idea occurred to him. How could he have forgotten? He reached into Pinkie’s left saddlebag and after a bit of rummaging, he pulled out what looked like apple juice in a glass bottle. He pulled out another one, but with grape, and another with lemonade, and another with water. Pinkie Pie gasped, releasing his plan.

He took a small sip out of each, turning the drinks turned black and fizzy. He looked at Pinkie, who was also doing the same. Soon, they had about twenty bottles of soda. Pinkie Pie rummaged through her saddlebags again and pulled out some heavy-duty duct tape.

“I’ve got fur, but you don’t,” Pinkie said, making a large strip. “So I’ll ride on you, got it?”

“Yes.”

Pinkie tied the twenty bottles of soda to Sweet Tooth’s back, all of them facing down. Sweet Tooth spun around, ran in circles, and jumped a few times. Pinkie hopped onto his head and gave the bottles a good kick.

The bottles practically exploded as the fizz blasted the two high into the air. They were soaring higher than any pegasus could ever dream! Of course, Pinkie decided to take the moment to sing, “Don’t Stop Me Now” by Princess.

Glad to know that Pinkie listens to the oldies. Rock on, you crazy pink pony you.

Elsewhere in Canterlot

“Man, this sucks,” Caramel muttered while he walked the burning streets. “First I go travel to Canterlot pulling my crush and her overweight friend, then I get lost trying to find the stupid donut shop, then I have to blow up a tank, got lost again, and now I’m seeing everypony get turned into zombies.” He sighed, depressed. “This is even worse than the time Moonlight took me to see a ‘My Little Romance’ concert… except there’s less fire.”

A building to his left violently exploded in a fireball of death and destruction. Caramel remained stoic, his mane flowing from the winds as several pieces of sharp metal and brick barely missed him. The pained cries of burning innocents filled the air.

“Yup, still less fire.” He said.

He melodramatically walked on the road, contemplating his last moments in life. All sorts of things he could have done… the adventures he could have gone on… the ponies he could have met… so much potential… all taken away…

Caramel glared at the sad orchestra in the street. “Seriously guys, quit it with the sad music. You’re not making it any better.”

Two of the ponies in the little quartet, Octavia and Brass, exchanged glances, shrugged, then packed up their things and made their departure.

Caramel thought about it. He spent so much effort and time for Applejack. He dragged her cart, blew up that tank, and had an abacus thrown at his head for her, and how does he get repaid? Well, he definitely didn’t get repaid by her dramatically jumping into his front legs, hugging him tightly, and engage in a deep, passionate kiss as she goes on and on about how she cannot do without him!

It might have been the stress getting to him, but he put his hoof down. “That’s it! I’m sick of Applejack not returning my feelings! It’s all her fault I’m here and not eating chocolate cake at home! I might only have a few hours left, but I’m gonna give her a piece of my mind!”

Fueled by anger, hopelessness, and a bit of hunger, he ran towards the park he left Applejack in to confront her.

In the Plains of… Really, Where Are These Plains?

“Great, first our world is going through post-apocalypse, now this world is going to explode with us in it!” The stranger stallion said. “Plus, I’m not even sure that they way we came here can let us go back the other way.”

The two foreign ponies that were met by the police upon their arrival (remember them?) were now in the fields where Twilight fought (or more accurately, was beaten to near-death by) Super-Derpy. They definitely lost the guards after that incident in Sugar Cube Corner. Exhausted and hungry, our non-relevant heroes were still on their quest to find their pet that had somehow eluded them.

“Is… is that an owl?” The female unicorn asked. She pointed a hoof to where an owl was pecking an unconscious pony about half a mile away. To be precise, it was a gray, blond-maned pegasus.

Uh oh.

“Hey!” The stallion shouted. “Quit trying to take a piss on that lady pony!” He ran towards the diabolical owl. Despite his assumptions, Owlowicious was not urinating on Derpy. Instead, he was simply trying to consume the blond pony’s shiny, electricity-conducting mane.

Once he got close enough the pony waved at the owl to go away. In retaliation, Owlowicious went ahead and started to viciously peck the stallion’s head. The gray stallion flailed his limbs and flung his wings in order to defend himself. It was not working.

“Ow, ow, ow!” He yelled. “Don’t just sit there! Help me!”

“Quit yapping.” The mare replied as she slowly caught up to the three. “I’ve already had enough of this dumb world and I don’t want to be bugged anymore. Besides, if it pecks your face enough, you might look prettier.”

Owlowicious must have either gotten tired of fighting with the ponies or realized that Derpy was slowly getting back up, because the bird’s wide eyes expanded and he flew off.

“Yeah, you better run, feather face!” The stallion dizzily yelled. He turned back to the mare. “Does that unconscious pony look okay?”

The mare took a brief look at Derpy. “Well, she’s a blonde, so-”

“That’s not what I meant.”

“Oh.” The unicorn looked down at the unconscious pegasus again. She was starting to stir and slowly and lethargically tried to lift herself up “Well in that case, she’s coming to. She must’ve been knocked out by something.”

The stallion walked up to Derpy. “Hello Miss. Are you recovering well from that rogue owl assault?”

Before either of them knew, Derpy suddenly smashed them both into the air so furiously that they went flying with a twinkle in the distance.

Yay, Actual Story Time

“… Anything yet?”

“No…” Twilight sighed. “There seemed to be no penetrating that many defensive barriers. There’s no teleporting into it, no fighting our way into in, and no sneaking our way into it.”

She stopped to think. Was this it? Had she come all this way to do nothing but fail?

Suddenly, an explosion went off. More specifically, beyond the palace gates. Even further, at the royal gardens where Discord was held as prisoner. Almost immediately, all the guards abandoned their posts to investigate the explosion.

“There couldn’t have possibly been a better time!” Twilight exclaimed. “Right… Noteworthy!”

Somehow, the zombie ponies had caught up. Noteworthy turned around to see an army of zombie ponies slowly lurching towards them. They were only a few short feet away before they could swipe at them.

“We have to go… now!” Twilight commanded. She grabbed Noteworthy by his front hooves and led him down, just in time to avoid biting range of the zombies. The two regained their balance and made a dash for the palace gates. The guards previously marking the boundaries had left to investigate the garden explosion, leaving it wide open for intruders such as them.

These guards are absolutely brilliant.

The two ran past the palace and bolted straight to the gardens. As they ran, they took note of the unconscious guards that were scattered around the area. Well, to say that all of them were unconscious would be wrong.

Some guards were discarded to act like hamsters, others were on fire, others were fire… All in all, the entire guard platoon was decimated by Discord.

Thankfully, Discord’s statue was at the entrance of the maze garden, so they didn’t have to go far at all. When they did, they were immediately greeted by a guard yelling “CHAAAARRRGEE!!” as he jousted towards a chocolate milk drinking Discord, sitting on what appeared to be a throne made entirely out of cheddar cheese.

The guard’s steely determination was etched on his face as he was ready to stab the god of chaos. He made a promise to keep his world safe from any no-good evil-doers, and by Celestia’s abnormal infancy, he was going to do it! Nothing would stop him, not even a god.

As fireworks spectacularly went off in honor of this guard’s devotion, Discord simply snapped his fingers and turned the guard into a carrot. Almost immediately, a rabbit came out of the garden maze and stole him.

Absolutely brilliant.

“Discord!” Twilight shouted in an all-important manner. “I request of your help!”

“What do you –hic- think you are, a princess?” Discord said drunkenly. He took another swig of his plastic gallon of chocolate milk. “You can’t control –hic- me! I run this mothabuckin’ joooiiiinnt…!”

“Perhaps we should talk with him later?” Noteworthy asked. “I mean, he doesn’t look very… sober.”

“Nonsense!” Twilight said. “He looks fine!”

Discord vomited up a fortress made entirely out of dominoes.

“… Okay, he’s drunk.”

“Must be some pretty good chocolate milk.”

Twilight groaned. She sighed and tried to explain the situation to the intoxicated chaos incarnate. “Well, mister Discord, I know we’ve had some… disagreements in the past, but we must put that aside to save-”

“Yeah, cool story bronyskiiii…” Discord sang. “You know what? I –hic- think that allaya’lls are mah best best… beeeeeeest friends ever…!”

“Oh dear Celestia help me.” Twilight murmured.

“Yeah! We’ll –hic- invite that Celest-laaaaaydaaaaaay. She got back, front, sideways, an’ two tickets to paaaaaraaaddiiiiiissse!!!”

Noteworthy prodded Twilight’s head. “We still got more problems…”

“More?” Twilight asked depressingly. “How things possibly get worse?

Noteworthy picked up a crystal ball off the ground, most likely belonging to Discord and shook it. He held it in front of Twilight’s face and they both peered at the figures within.

Suddenly, all sorts of images of her friends flashed in the ball. Rainbow Dash gathering her team, Rarity and Applejack teleporting, Big Macintosh attempting to seduce Fluttershy, Pinkie Pie and her weird little friend, the rainbow soldiers, the filly princesses, Fluttershy getting eaten by a serpent, Rainbow Dash getting eaten by the rainbow liquid, Pinkie Pie imitating her "antience", Fluttershy (almost) getting eaten by a minotaur… everything. Even glimpses and scenes of the chaos and damages done all over Equestria flashed before her eyes.

How could she let this happen? Let so many ponies suffer and have her friends go through so many hardships for her mistakes? The more images that appeared, the more desperate and hopeless her situation looked.

The images disappeared as quickly as they appeared. Twilight looked up, as the last image was the filly Celestia bringing the sun down. It must’ve been happening right now, because Twilight noticed how the world around her was turning red from heat.

“Oh pony droppings…”

She looked up and was almost blinded by the sun that was getting closer by the second. Her body was losing moisture and her whole body was pelted with boiling heat. Her whole body felt like bursting into flames. This actually did happen to several of the unconscious guards. She felt dizzy and light-headed. Would this be the end of her adventures?

It felt like hours, just burning in the presence of the sun coming ever closer. By now, she’s on her stomach, flat on the ground, getting feeling more and more agonizingly fried (However, Discord was feeling a bit chilly and put on a gray parka, waving a gray flag in the air drunkenly shouting “GIVE US GRAY RIGHTS! GRAAAAAAAY RIIIIIIIIIGGHTS!!”). She thought that the sun would kill her, right there.

But it never did.

Chapter 1

Ponyville

Pinkie Pie bounced as she hummed a familiar tune to herself. Ponyville was crowded with ponies, which was no surprise. She took care not to accidentally bump into anypony. She was sent by the Cakes to go get more sugar. The party pony smiled to herself. That new recipe for cupcakes she found really were raking in tons of business for the bakery.

Pinkie Pie looked around for the local "Sweets Warehouse", which was basically a supplier for anything involving sugar. She peered over a blue unicorn's head to see the building she was looking for. With her grin bigger, she increased her hopping speed to get there faster.

Out of the blur, she was toppled over by another pony. "Aaah!" She cried as she was knocked to the ground.

A familiar, deep voice responded from behind her. "Whoops."

Pinkie felt somepony grab her tail and lift her back on her feet. She turned to see Big Macintosh, who looked as if running

late, considering how nervous he looked. "Hey Big Macintosh! How's things going? Where are you going in such a hurry? How'd you run so fast? Why do you look like you're about to throw up at any moment? And how-"

"'Ah don't have time ta talk, Pinkie Pie. 'Ah need to find Fluttershy as soon as possible!" Big Macintosh looked all around in the crowd of ponies, as if searching for her.

Pinkie Pie thought for a moment. "I think she's in her cottage on the other side of town near the Everfree Forest probably tending to some animals! You know, it's kind of weird that she lives on the edge of the Everfree Forest even though she's deathly afraid of that-" Pinkie then realized she was talking to a Big Macintosh-shaped dustcloud. "place..."

Pinkie Pie shrugged. "I guess those silly bunnies are running amok at the farm again. Oh well! Still have to get that sugar!" She hopped into the building as if nothing had happened between the two ponies.

About 10 minutes and several failed haggling attempts later, Pinkie Pie walked out of the warehouse with a saddle full of sugar. Ready to head back to the bakery, Pinkie Pie started her little tune from the top.

However, this time she was stopped when Twilight Sparkle ran past her at surprisingly fast speeds. "Hi Twilight!" Pinkie called out.

Twilight stopped dead in her tracks. She ran back to Pinkie. "There you are! I'm so glad you're okay!"

"Why wouldn't I be okay?" Pinkie asked, tipping her head to the side.

"One of my spells went wrong..." Twilight admitted. "Very wrong."

Pinkie looked at her friend with an eyebrow raised. "How much wrong? Discord-turning-us-against-each-other wrong, the you-going-insane-with-the-doll wrong, or the Rainbow-Dash-blowing-up-Applejack's-barn-and-accidentally-setting-half-the-orchard-on-fire-offscreen wrong?"

"Worse than all of that!" Twilight revealed. "You see..."

…

"This is going to be the most crucial spell that I've ever pulled off." Twilight told her assistant. Currently in the library, performing some kind of experiment. "It's extremely important that we have no disturbances while I try and try this spell."

"Check!" Spike remarked. "So... uhh... what spell is this again?"

Twilight groaned. "This is only the 4th time I've told you, but I'll do it again; I'm trying to see if I can take these apple," She gestured to a couple of apples standing on top of a table. "And transform it into a gateway between any two areas. If I can pull this off, traveling between any two areas would be simplified! The unicorns in Canterlot can visit Ponyville or maybe the Fillydelphia residents can visit Appleloosa."

"Uh huh..."

"Stand back Spike, and be sure to record whatever happens." Twilight commanded.

Twilight channeled magic into her horn. She calmly touched the first apple with her glowing horn, then the second. The magic transfer increased tenfold as the apples started to shake and wobble. Twilight was trying her best to hold her footing.

The apples started to grow.

Spike furiously scribbled down the growth. "It's working... I think...!" He whispered.

"Hnnngg...!" Twilight grumbled as she tried her best to focus the magic onto the target. The apples grew to three times its original size. After reaching a certain size, they began to take the form of circular see-through portals.

The news-breaking discovery would have been accomplished. However...

"INCOMIIIIING!"

A gray, blond mare bashed through the window and into Twilight. Twilight had been channeling so much magic, however, that when the connection was broken, the magic was unleashed all around her. Magical spheres were flung all around the room at lightning speeds from Twilight's horn.

Several of these balls flew right out of the room. Where did they hit?

One managed to find its way to Sweet Apple Acres and hit Big Macintosh in the face.

Another one smashed right into the ground, leaving a star-shaped burn pattern on the earth.

Two of them were flung into Canterlot and happened to slip into Princess Celestia and Luna's rooms.

One found its way into the Cloudsdale Rainbow Factory.

Yet another flew into the Everfree Forest.

The rest kept ricocheting off the walls.

"Twilight do something!" Spike pleaded, dodging a magic ball that would have hit his tail.

Twilight looked around. She then remembered. "The magic lightning rod! If it can protect the library from lightning, it can surely absorb the very magic that created it."

She channeled all the magic she had left, making herself a magical magnet. Once all the magical essences were attached to her fur, Twilight launched a large magic ball directly up. This went straight through the ceiling, but managed to hit the magical lightning rod's base, absorbing the magic like a vacuum cleaner.

"Whoa..." Spike stood in awe. "When'd you learn that?"

"Not learn." Twilight replied, out of breath and exhausted. "Made up..." She fell to the ground, her own legs failing in keeping her up.

"I brought you a letter!" Spike turned to the gray pegasus who barged into the house. Her cross-eyed gaze leisurely glanced over to Spike with a letter in her smiling mouth.

"Dude that's creepy."

…

"After that," Twilight continued. "I found out that my spell had caused a ton of damage everywhere! Rainbow Dash said that the Rainbow Factory's machine had gone haywire and is spitting out liquid rainbows all over Equestria! Creatures from the Everfree Forest have escaped their habitat, and worst of all, Princess Celestia and Princess Luna have regressed into fillies!"

"Wait..." Pinkie recalled, discarding an empty popcorn bag. "In that flashback, I saw Big Macintosh get hit. He came by earlier all sweaty saying that he needed Fluttershy for something."

"That can't be good." Twilight bit her lip. "Ugh! We have too many problems, but not enough ponies! Rainbow Dash and everyone in Cloudsdale is trying her best to shut down the factory and Applejack and Rarity went to Canterlot to care for the princesses until I find a way to return them to normal. But there’s still much more chaos everywhere!"

"The cupcakes can wait!" Pinkie Pie saluted. "What are your orders Captain T. Sparkle?"

"I need you to report to me if you see anything else weird going on. I'm trying my best to fix this problem, and any news would really help."

"Okie dokey lokie!" Pinkie Pie replied. The two ponies parted ways, each on their mission to save Ponyville, and possibly all of Equestria.

Edge of the Everfree Forest

"Okay Angel," Fluttershy quietly addressed. "Tell me where you saw the manticore and I'll make sure he understands what he's doing."

The pegasus was already at work trying to get rid of the creatures from the Everfree Forest. Apparently, some of the animals were scared when a manticore found its way near Ponyville.

It didn't take long until the pony and bunny found the manticore that was disturbing her friends. Fluttershy recognized it as the same manticore she had tamed on her first adventure into the Everfree Forest. The beast was at a river, swiping its paw against the water trying to catch a fish.

Fluttershy flew next to the beast and nudged him slightly. The manticore turned, ready to attack whoever was disturbing him. However, as soon as he realized that it was Fluttershy, he only licked her face.

"Um... Hello," Fluttershy began. "I'm sorry to bother you, but you're upsetting the animals here in Ponyville. Do you think you can go back into the forest... If that's okay with you?"

The beast shook its head, then shivered.

"You won't because..." Fluttershy paused, not understanding what the manticore was doing. One thing about her, she was a terrible charades player. "You're… cold? No… Because you're… embarrassed? Is it… scared?"

The manticore nodded.

"What did you see?" Fluttershy inquired again.

The manticore got up on its back legs and made an intimidating stance, coupled with a horrifying roar. Once it stopped, it got back into its legs.

Fluttershy tried guessing. "A... dancer? No... a monkey?"

Both Angel and the Manticore face-pawed. Aggravated by Fluttershy's horrible guessing, he extended one of his sharp nails and used it to explicitly write "A MONSTER" in the dirt.

"A m-m-monster...?"

The manticore nodded. Fluttershy was scared now. If there was a monster in the Everfree Forest scary enough to frighten a manticore, it was going to be very, very horrifying.

"Oh... my..." Fluttershy squeaked. "If I'm going to get this little guy back into the forest, I'm going to need to brave whatever huge monster is in the forest..." She shivered in fear.

"Fluttershy!"

Before she could react, Fluttershy was tackled to the ground. She opened her eyes to see Big Macintosh on top of her.

The stallion turned to the manticore, as if read to fight. "If ya want her, yer gonna need ta get past me!"

The manticore did not take kindly to the red pony tackling his friend. "RROOOAAAR!"

"Roar, roar, roar yerself!" Big Macintosh replied coldly.

The manticore teared up and started crying. The poor beast ran away, terribly hurt by whatever Macintosh had just said.

"W-What are you doing?" Fluttershy finally asked.

Instead of replying, Big Macintosh got off of the mare, picked her up, and hugged her with his front hooves. "Ah'm glad I got here in time! That horrible monster would've gobbled ya up in a second!"

Fluttershy didn't understand why the stallion was trying to protect her, nor did she understand why he was hugging her. Being the one to blush easily, the pegasus's face turned a bit red.

"But he wasn't a monster..." Fluttershy quietly stated. "He was one of my animal friends..."

"Aw phooey!" Macintosh responded, letting go of Fluttershy. "Didn't ya see how he roared at ya? Ah'm trying to protect ya!"

"He was showing me-"

"Hush..." He placed a hoof on Fluttershy's lip. "Come now, it ain't safe out here."

"But I need to-"

"It's far too dangerous out here fer such a delicate-"

"I need to go into the Everfree Forest!" Fluttershy said quickly so that Macintosh wouldn't interrupt her again.

"Why do ya need to go inta that fer'saken place?" Macintosh asked, getting closer.

Fluttershy could tell that Macintosh was getting closer. "There's something in there that's making all the creatures scared and I... um... You're getting into my... personal space..." Fluttershy was now leaning a considerable distance backwards, almost to the point of falling over. She was still worriedly meeting Macintosh's eye contact at headbutt-range.

Macintosh raised an eyebrow. "Well why don't ah come with ya into the forest? The more ponies the better." He backed away from Fluttershy and headed towards the forest, letting her topple over.

Fluttershy turned to Angel, who seemed as confused as Fluttershy was. "Keep everything under control until I get back. Um... if that's okay with you..."

The bunny gave her a nod and saluted.

Fluttershy and Big Macintosh began their journey into the forest. Throughout the entire time, Fluttershy couldn't help but feel that her normally stoic companion was deviously eyeing her flank.

Cloudsdale

Rainbow Dash looked into her binoculars. The factory was spitting a huge amount of rainbow-liquid. The whole area was a rainbow minefield, plus the factory itself was covered in the goo.

"Shoot." Rainbow Dash muttered. She and most of Cloudsdale's population stood behind the barricade of clouds they erected. The factory was spitting out rainbows like a cannon. Contrary to popular belief, if someone was hit with a blast of pure rainbow, it would hurt them very badly; as well as leave the worst aftertaste known to ponykind.

Rainbow Dash turned to a lavender, blond mare. "Cloud Kicker, did you get everyone out of the building?"

"Yeah," she replied. "But Leeroy Wingkins rushed in there by himself again!"

"That featherbrain!" Rainbow Dash complained. "It's a wonder how he did so well in the 'Best Flyer's Competition'. We gotta get him out of there and find a way to stop the rainbow onslaught!"

A light-yellow pony with mint-blue hair looked up from the barricade. She was hit in the face with a large rainbow-rocket. "Arrgghh! The taste! It's unbearable!" The pony then fainted.

Rainbow sighed. "Raindrops... whether its unloading pianos or not-getting-hit, she's always finds a way to somehow get into trouble..."

The rainbow mare looked up only high enough to peek at the factory. Somehow, the rainbow liquid had manifested into odd forms. Whatever was possessing the factory was corrupting the rainbows. They looked much darker, with a notably different color pattern.

Two "rainbow guards" were stationed in front of the factory. They took some kind of alien form, unknown to the pony. Some kind of bipedal creature that appeared to be about six feet high, which was quite tall for a pony. They appeared to carry some sort of weapon. It was unidentifiable, since the weapon was made up of rainbow liquid like the rest of the soldier.

The rainbow creatures communicated with gestures with their hands and arms. One raised up its ‘gun’ and appeared to laugh.

Rainbow ducked back under the cloud. "If only Twilight were here. She'd be able to make a plan really quick!"

Cloud Kicker, a lavender coated blonde pegasus, interrupted her. "Why? Is she the only one you know that can make plans?"

"Yeah, pretty much." Rainbow Dash replied.

"Oh come on, I'm positive that you make a plan just as rational as Twilight." Cloud Kicker replied. “The only one who knows that place as well as the workers is you, and they’re still unconscious from the rainbow blasts from the initial escape. So whether or not you like it, you’re the new captain.”

Rainbow Dash thought for a moment. I'm not good at making speeches. She looked at the crowd of leaderless pegasi. Though, I guess now's a good time as ever...

Outloud, the pegasus spoke to the crowd. "Okay, here's the plan. It looks like whatever's in the factory is mass-producing these weird rainbow things. I'll lead a small rescue team of a few ponies to get Wingkins out of there! Once we're out, we'll get all our best fliers to take the place out. Everyone else needs to stay here to prevent any of those rainbow creatures from spreading anywhere else into Cloudsdale or even to Ponyville! Everypony ready?"

Many cries of approval rang from the crowd. Rainbow Dash was quite satisfied, considering she had never made a public speech before, minus a short bragging scene that ended with her getting pushed off the podium by Twilight.

Rainbow counted up the athletic ponies. She would need the bravest, strongest, and smartest ponies to break into that facility. But there were not enough superbly athletic ponies to assist her. Cloud Kicker and Derpy Hooves (this came as shock to many) were athletic enough to keep up with Rainbow, but all the others we just not able to match up to her expectations.

"If this is the team I'm stuck with, Wingkins is as good as doomed." Rainbow Dash realized. The trio did not know what was in the factory, but such an ill-prepared team rushing in there would surely be suicide. "Leeroy's going to need a miracle to save him."

"Or maybe some Wonderbolts!" A voice called out from above.

"Wait... I know that voice..." Rainbow Dash realized. "Spitfire!"

Sure enough, a squadron of Wonderbolts were flying overhead. The trail of smoke they left behind them was easily noticeable, so it wasn't long until all the ponies were staring up into the sky.

The performing group made their descent on the clouds. "Wonderbolts at your service." Their leader introduced.

Rainbow Dash instantly recognized Spitfire and Soarin' from the group. "Ohmygosh! Ohmygosh! Ohmygosh! W-what are you guys doing here?"

"We saw all the chaos happening in Cloudsdale." Spitfire replied. "So we went and answered the call for help!"

"But we didn't ask for help..." Rainbow Dash looked over to her original candidates and saw Derpy attempting to using a telephone with her hoof. However, since she was using... well, her hoof, she kept pressing all the buttons at once instead of her intended number.

The gray pegasus tried dialing another number. "Hello? Is this Cheerilee? No? Oh, hey Bon-Bon! Can you do me a favor? If you see her, can you tell Cheerilee that Dinky can stay over for any after-school activities? I'm gonna be a bit busy. Nothing major."

"Oh..." Rainbow Dash realized.

One of the other Wonderbolts looked Rainbow Dash up and down. "I'll take it you're the one in charge right now?"

"Yeah." Rainbow Dash admitted with a bit of pride in her voice. "We were about to go save one of our ponies who was left inside the factory, but we need some more ponies if we're going to save Leeroy Wingkins."

"That colt who did 15 barrel rolls in a row?" Soarin' instantly recalled. "He was awesome!"

Spitfire thought for a moment. "Me and Soarin' can accompany you guys to save your friend. The rest of the Wonderbolts can help out in any other way they can."

Rainbow tried her best not to scream like a fangirl in front of her idols. She was going to be saving the day; with the Wonderbolts! The pony kept her cool for the moment.

"Alright then!" Cloud Kicker shouted. "Looks like we have our crew now Rainbow."

Dash nodded. Steely determination was in her eyes as she gazed towards the cloud-building. "Next stop; the Rainbow Factory!"