The strange pony.

by ChildOfTheOneTrueKing

Rating: everyone
Tags: Adventure, Sad
Length: 8873

Rainbow Dash is woken up by the Timberwolves howls for the third time this week. Lots of of weird things have been going on lately. What's happening?

Rainbow Dash is woken up by the Timberwolves howls for the third time this week. Lots of of weird things have been going on lately. What's happening? Rainbow finds out, and adventure follows.
————-
Disclaimer: This might be a bit to mature for younger readers, so I would suggest that if you don't really like a bit of dramatic, sad or hard backstories, don't read this. Thank you.
~~~~~~~~~~~~
p.s. I might have a horrible story, a terrible plot, and the scenes are choppier than you'd like it, but it's the best way that I could express my love for the series. So please, enjoy or not.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-08-26 04:03:10 UTC

1: The strange pony.

Howl! Rainbow Dash started awake, then groaned as she looked at the clock.

"It's three in the morning!" She quietly grumbled. The Everfree had been acting strangely since the start of the week. Strange shadows following you around, quick whispers you think that you hear and nopony's there. And now the Timberwolves were howling for the third night in a row. They'd been acting really strange this year. She wondered why. Then she thought of what had happened yesterday. Twilight suggested that Rainbow and the other four should sleep over at the old ruins - the castle of the Sisters, and they all agreed. And so the six friends were at the Sister's castle library, trying to find a book that explained what was happening.

**Howl!* "Another one. Why don't those wolves quit it?!" Rainbow shouted the last part, while throwing a book she was skimming towards the floor. Twilight caught it.*

"I know. This howlin' ain't letting me sleep a wink." Applejack had said, yawning at another book. "And those shadows give me the willies."

"The only thing that I can think of is that a year ago after those horrible plants of Discords' came, the same thing happened. But why then? Why now?" Twilight had asked.

"Once upon a time, a lone pony controlled everything in the Everfree. No-pony knows her name, but after she died, her ghost came back to battle those Timberwolves, and keeping every pony safe by howling right back at them. Ooooh."

"Pinkie, where did you find that?! Get out of the fantasy section and help us."

"Okie dokie lokie, Twilight."

That story stuck in her head. Rainbow heard the wind, she had started to call it, howl back at the Timberwolves'. She got out of bed, curious. She was almost alone, as she was in her own wing.

"Is it true?" She quietly asked sleeping Tank. He snored. She boldly (or was it foolishly?) got up and flung her wings out dramatically, in a way that Rarity would be proud of. She was about to leap out of her window when she heard another Howl! She flinched. She built up courage (or again, foolishness?) and leaped out of the window, towards the Everfree. Then the responding Howl! launched her back a bit. It sounded like more of a wind howl then a Timberwolf cry. As she adjusted her direction, she wondered aloud "What or who make such a loud sound if it wasn't just the wind? Who IS this pony?" She spotted a clearing close to where she thought that the sound was. She slowed and stopped on top of a tree, and marveled at what she saw. A pony wearing a black cloak was making a wind circle around her in a dust devil of some sort. Then the Timberwolves Howled at the pony. The dust devil type thing howled back. "What - the - heck?" Rainbow whispered in awe. The the moon was high up the sky, and the Timberwolves backed off, giving one more Howl! before running in fear(?) of the terrifying HOWL! that was given in response. The pony sagged from, what Rainbow thought, the stress of howling what Rainbow thought all night, and almost fainted after they left. The pony recovered and walked slowly into the forest. Rainbow decided to follow the strange pony.

"Is it really true?" Rainbow whispered. She flitted from tree to tree. The pony stopped a bit away from the clearing, and then took the cloak's hood off. Rainbow studied the - mare! She looked too solid to be a ghost. She was tan all over, Rainbow noticed, even her mane was tan, and when she was howling earlier it looked like the Princesses, although now it was extremely flat against her, but Rainbow assumed that it was because she was working so hard, probably all night. Her cloak was covering her cutie mark. She seemed familiar. Why? The mare flowed through the Everfree like nothing was there. "How?" Rainbow whispered. Rainbow followed her all night long, across the forest, always keeping out of sight and hearing. The mare stopped in sight of Zecora's hut. Why there? Rainbow slumped in exhaustion on a tree. Stallion, was she tired! She was so tired that she fell out of the tree. She pictured what would have happened if she wasn't so tired.

Rainbow lightly touched down behind the mare. The mare turned around, and was startled by Rainbow. The mare's green eyes widened with surprise. Rainbow gawked at the mare. Something prodded her in the back of her mind. Why does she look familiar? The mare backed away slowly from Rainbow. Rainbow was about to assure her that she was a friend, but her hooves were stuck. She looked down, and saw that the ground was crawling up her legs! She looked up at the mare to plead that she help, when she saw that the mare was concentrating on what was happening, staring at its progress, not backing up anymore. SHE was the one doing this. The ground stopped at her flank. The mare sat down. She was gasping.

"Did he send you?" The mare asked. Rainbow sensed a mixture of admiration and fear, when she said 'he'. How that was possible or how she sensed it, she didn't know. She turned her mind to the question.

"Who?" Rainbow asked.

"Never mind." The mare said, relieved. She looked Rainbow up and down.

"Who are you?" She asked.

"I'm Rainbow Dash, and I'm sorry that I startled you, but that was AWESOME, what you did there!" Rainbow replied, exited.

"How much of that did you see?" She asked, suspicious.

"Just the last few howls. How did you do that?!" Rainbow asked in reply.

"Good." The mare replied. The ground crumbled away. The mare whispered to herself, almost sounding like multiple voices coming from her mouth. Rainbow strained to hear the whisper. The mare then turned to walk away, but then Rainbow stopped her.

"Can I help you?" Rainbow asked the mare. The mare weakly chuckled.

"Nothing you could help with." She sighed. Rainbow couldn't tell if she was annoyed, or just tired. "Good bye now." She walked towards the edge of the clearing. Wait, is this a dream, or a memory? She asked herself. Rainbow fell into a restless sleep, trying to find out where she had seen the mare before.

Earlier........

Zecora was making up a something to help her sleep. That last howl had frightened her. They had never been that loud before. She hoped that her friend was ok. There was a knock at her door. She opened it to find her friend and the one called Rainbow on her back, fast asleep.

"Ah, hello, my friend. Come in, you must. It looks like the rainbow has found the dust." Zecora smiled. She ushered the two in. Rainbow slid off of the mare's back, and then she set her cloak down onto the hook. "Are you two all right? You've never come here at this time of night." Zecora stated. The two talked about what had happened that night. "It has happened again? You should know that this one is persistent, my friend. Please, sit, come spend the night here. I wouldn't want anything to happen to you, my dear." Zecora said.

"I know, but I can't risk them finding me. I can't go back." The mare stared off out the window. They argued some more, and eventually Zecora won. The mare slumped in restless sleep. Zecora sighed. When will she stop? She thought, more or less.

That morning........

The sun greeted the three in the morning. The mare and Zecora got up at first light. Zecora wave goodbye to her. Rainbow woke to the wonderful smells of breakfast. Wait a minute. This isn't my house. Then everything came back to her. Zecora walked in and saw Rainbow. "Ah, good. You are awake. Would you like a little cake?" Zecora was carrying a plate of pancakes. Rainbow's mouth watered.

"Yes!" Rainbow snatched the pancakes and stuffed one after another. Zecora walked back into her kitchen. Rainbow noticed the cloak was on the hook. The distinctive symbol was on the clasp, a foaming beaker. How she knew that, she didn't know. "Where's the pony that was howling last night?" Rainbow asked between gulps.

"I do not know. If I did, I would have told you so." Zecora smiled, pointing outside. Rainbow dashed outside. She. Looked for the mare. She found the clearing she'd found last night. The mare was there. But before she could get to her, she heard a Whoosh! A dart shot into the mare. She fainted. Rainbow looked at where the dart had come from. Two stallions decked in green came out of the bushes. Rainbow didn't even think, she just acted as she scooped up the mare (she was so light!) and flew across the forest, towards the Sister's Castle. The stallions tried to follow, but they were earth ponies and soon got lost in the forest. As Rainbow flew across the Everfree to the Sister's castle, she wondered who this pony was, and why she'd take her to Zecora, of all ponies. How much did Zecora know?

2: Meet the mare.

"Twilight! Twilight!" Rainbow Dash screamed.

"I'm in here! What's the matter?" Twilight Sparkle was enveloped in the research books that she'd found. CRASH! Typical Rainbow. What's wrong now? Twilight thought. Twilight looked at her clock. Wow, I've stayed up all night! What could Rainbow want at seven in the morning? She comes out of the wall of books that she's enclosed in and is surprised by the blue pegasus mare carefully setting a tan earth pony mare on her couch. "Who is this, Rainbow?" Twilight asked, curious.

"I don't know, but she was out in the Everfree fending off Timberwolves, and then she was shot by these colts in green. Can you help?" Rainbow asked, nervous for her newly rescued acquaintance.

"I can try. Let's just get this dart off, and - her mane is in the -" Twilight gasped. The mare's mane crumbled at Twilight's touch, and then appeared where she'd wanted it.

"Cool!" Rainbow said. Twilight was fascinated. She'd never encountered nor read anything like this. She was determined to find out the answers to this (to her,) mystery.

"I have to nurse this wound, but after this is done, I have to research this. Could you stay with her until she wakes up?" Twilight asked.

"Sure can do." Rainbow said with admiration. After Twilight healed the mare as best she could, Rainbow turned to the mare. "Who are you? And what else can you do?"

Later...

Applejack finally made it to the castle. "Rainbow! Twilight! Where are you guys?" Applejack called up the stairs.

"Up here Applejack!" Twilight called back. A minute later, she found the two upstairs. "I need another book. Where's that one on pony genetics?" Twilight trotted off.

"Where's that mare that you carried off?" Applejack asked

Shhh." Rainbow closed the door behind her. "How'd you find out?"

"I'm always awake at dawn. So what about her?"

"She's asleep. What's the matter?"

"Well, I just wanted to tell you that -"

"Twilight! Rainbow! Applejack!" Rarity called. The mystery mare snapped her green eyes open. She shot straight up and was ready to run for the door, but Fluttershy and Rarity came up the stairs. The hallway was blocked. The mare heard four ponies outside. "Did you know that a new pony is in town?" Rarity asked. "Pinkie's throwing a party. We thought that we'd let you know." The tan mare heard the words said and backed away from the door finding a window.

"Did somepony say something?" Twilight came in.

"Pinkie's having a party for the new pony in town. We wanted to tell you." Rarity replied, and turned away from the door.

"You know." Rainbow told Twilight. She motioned to the door. Twilight gave Rainbow a knowing look. Rarity noticed.

"She's back there? Oh, we must see her." She opened the door. Rainbow was surprised as she saw the tan mare huff again. Dust seemed to shift on her back. She turned around as if to leap out of the window. "Wait!" The five called.

"Calm down, sweetie. We ain't aimin' t' hurt ya'. Come down from that thar winda'." Applejack tried to calm the stranger down.

"Thank you, Rainbow, for your help, and you too, princess, but nothing you do can help me now." The mare replied softly. She flapped out of the window with the working red wings that she clearly didn't have a second ago, swooped down and ran as fast as she could.

Rainbow followed her, and Applejack rushed down the stairs to help. "What just happened?" Rarity asked.

"That mare grew wings and flew away." Fluttershy replied, confused that Rarity didn't understand.

"Oh. Then I was right! But why did she leave?" Rarity asked.

"She must have heard of the party." Twilight said, sarcastically. Rarity sighed.

"And I was wanting to make a new ensemble for the mare. Where did they go?" The two followed at a slower pace, while Twilight stayed to research the phenomenon that was that new mare.

4: Her story (part 1).

"What are we supposed to do? Just sit here?" Twilight asked. Applejack had told Twilight and Spike what had happened. Twilight started walking to the door. The castle was big, though. "The mare HAS to be tired. If you actually looked at her, she looked like she had been using magic for days!"

"But why's the questin'. Who were those stallions? And why were they chasing her?" Applejack asked. The question went to the side when somepony knocked on the door to the castle.

"I'll get it!" Spike ran to the door. "Yes?"

"I need to know if the mare in this picture has been through here lately." A blue-maned gray coated unicorn stallion was at the door.

"TWILIGHT?!" Spike called, nervous.

"What's wro-" Twilight's sentence was cut short, for that stallion in the door was holding a picture of that exact tan mare that they were talking about seconds ago.

"Oh, Princess Twilight, Ms. Applejack, my apologies.  I didn't realize that you were there." He bowed.

"How do you know this pony?!" Twilight asked, incredulous.

"So you've seen her? You've seen Dusty?" He asked, excited and nervous.

"Yes, but how do you know her?" Twilight asked, restating her question, punctuating by poking the picture. He bowed his head. (In respect, shame or guilt, she couldn't say.)

"Sh - she's my sister, your majesty."

Meanwhile...

Rainbow followed Dusty. That's the nickname she'd given the mare. She flew past the guards, into the castle. Rainbow apologized for her and flew past also. What happened next astonished her. Dusty almost blazed through the guards posted outside of the throne room. Almost.

"Hey! You can't go in there!" The guard shoved her down.

"But I must see the Princesses!" She ever so innocently replied. She held the guard in her gaze. Rainbow gawked at Dusty.

"Sorry, mister. My friend here is confused. Thank you for being so patient with her." And at that Rainbow turned Dusty's face to hers. "What were you trying to do?!" Rainbow shouted at Dusty. Her eyes turned green again, and she looked around like she didn't know where she was. When she realized, her eyes grew in fear and she ripped herself from Rainbow's grasp; she looked like she was running for her life. "Hey, wait!" Rainbow called after her, then flew after her.

"No, NO! Let me be!" She ran to the castle doors. The scene was beautiful. Celestia's sun was slipping down, painting pinks, oranges, yellows and purples on the sky. Innocent ponies going inside the many buildings, oblivious to the conflicted pony gazing upon them. A tear streamed down her face. Sadly, one day soon her walls will break, and her 'ghosts' would give them horror beyond any that they have ever known. She collapsed, and broke down in tears. Rainbow ran to the sound. Rainbow saw the pony that she would've flown across all of Equestria for, that same pony, crying on the floor. Rainbow didn't know what to do. She tried something that her friends would try. Dusty felt a hoof on her back. She looked up at Rainbow. A shuddering sigh escaped her lips. "Don't." Rainbow quickly raised her hoof. A bit of blue dust swirled around Rainbow, but she didn't notice. "Why are you trying to be my friend?" Sniff.

"You are such a mystery to me. I find you fending off Timberwolves in the Everfree, you're a earth pony, but you can fly and use magic, you're running away from these formidable stallions, and you even surprised Celestia and Luna. I wanna know who you are, and why you're doing the things you're doing."

Dusty sighed. "I'm not a pony, so you wouldn't and won't understand." Rainbow was confused by this.

"If you're not a pony, then what are you-" Rainbow gasped in realization. She'd inhaled the bit of blue dust. Her eyes tinted slightly blue. She backed away from what she saw as a changling. She then promptly stopped, then tried to pounce on the aforementioned changling. She fell on air. Dust swirled around her. A hoof pinned her down, and Dusty whispered to Rainbow. "I'm not what you think I am, nor could you even ever guess, for I am the only one of my kind now, and I made sure of it." Sigh. "I want to be left alone, and that's hard enough without somepony following me across the whole of Equestria." The hoof left. Rainbow jumped up and turned as quick as she ever did. She saw what almost looked like a dusty Tantabus. "You need to leave me alone before my fate finds me. And yes, my name is Dusty." Dusty stated. She turned solid, then zoomed towards Ponyville. Rainbow chased her, wondering who or what she was, and if Dusty was as big a threat as she acted.

5: Her story (part 2).

"What did you just say?" Twilight asked him. The stallion had introduced himself as Brain Storm. Twilight had invited her in the castle, while Applejack headed back to Sweet Apple Acres. He sounded too much like Twilight for words. A few questions were asked, and answers given. Then the story of Dusty started. Back to the present, Twilight was hoping that she'd heard wrong.

"I said that what she is is a golem. Mostly an earth type to be more accurate." Brain replied.

"What - wh - why?" Twilight sputtered. "How did - why would you?" Twilight was incredulous at the fact that an unicorn would want an earth golem, or any type of golem, in fact; Magic, Air or Earth. Golems are used for things that either the poor couldn't do or rich didn't want to do; pulling huge loads or slipping through cracks to fix leaks or (these days the most popular around villains back then) a humongous army. But nowadays they're just lost to most of the ponies, earth, Pegasi or unicorn. She'd only read a little about them because they aren't used much anymore.

"I - I'd wanted a sister." Brain replied. Twilight stared at Brain, her mouth open. Spike closed it for her. "I was just a yearling, and all that I had was my dad, after my mom died after a miscarriage of my little baby sister."

"I'm so sorry." Twilight said.

"It's ok. That's just why everything happened like it did. Dad took it the hardest, burying himself in his studies. He was a unicorn scientist, much like you, actually." He sighed "Dad saw how sad that I was, and showed me how to make an earth golem. It was a wondrous experience. The ground rose to my hight, and began to form. She didn't have eyes that blinked, a horn or a mouth, but she was beautiful all the same. A flowing mane and tail, and was shaped like what I'd remembered of my mother in every other way. I named her Brain, after me; again I was only a yearling.

"I told her what to do, and she did it. We walked through our garden, played hide and go seek, all the games that I would've played with my sister. She didn't have to eat, or sleep, or blink, but I loved her all the same. It was fun for a bit, but then I found one of Dad's spells. How to animate, or give the animated object a pony type personality. It was perfect for what I'd wanted, a sister. I cast it on Brain. The first thing that I noticed after I'd woken up from that trance that the spell made, was she had eyes. Big, blue eyes, just like mine. We stared at each other for a bit, and then she opened her mouth and said 'Hello'. I'd jumped around in joy, and she smiled. At the time, I didn't know how dangerous she would become. For a while we played, and walked through the garden.

"And then I started school, learning science and math, and I loved it. We tried to do an experiment that our homework outlined for us to do. That's how I got my cutie mark." Twilight looked at it again. A blue beaker with a cloud rising from it. "Brain got hers at the same time, the same type. Brain would look at my books and try to help me. Dad just started a study on the power of pony magic. Those days he got a little too much into his work, you know? Well, one night when he thought that there wasn't anything else that he could test, he got the idea to try a test on Brain. She was making sure that I was still okay while I was sleeping; he gave her a magical hunger spell, or something like that. (Thankfully nopony knows of it today.) Well, anyway, he gave her a very strong 'want for power' along with a unicorn horn, and everything went down hill from there. But this is the most important part: Chaos started when she tried to make herself into an Alicorn golem. It didn't work, of course, so she made the three types; thousands and thousands of them. She gave them personalities as well. Maybe she thought that they would give the Alicorn more power, I don't know. She would combine all of them into a great Alicorn, so that nothing could stop her from taking all of the power that she wanted. I was only learning a few powerful offensive spells. I was helpless. I'd done too much.

But in desperation, I gave the last a different personality. She was Dusty; I asked her to not listen to Brain,  and I gave her the power of my love and friendship for my sister. As she went with the others to be combined into Thunderbird, the Alicorn, something happened. All I know is that a cloud of dust enveloped them all; Brain, Dusty, and Thunderbird. When the dust blew away, Dusty was the only one there, laying down in a faint, not moving after what she'd done. Later on, after dad came back home, I told him what had happened. He smiled. He told me 'Good job.' and asked me where she was. After that, he put me into private school and took Dusty to the other side of the Everfree, and I never heard back from him. He died a few months back." He sighed.

"I'm sorry." Twilight said.

"No, don't be." Brain replied.

"Why?" Twilight asked.

"If you let me explain, you'll know." Twilight stayed silent. "I wanted to collect his things, so I braved the forest. I found her in there, or she found me. She pounced on me, hatred in her movements. I dodged her, thinking she was a wild animal. I noticed her cutie mark, and realized who it was. I held her back with a bit of magic. I asked her why she was doing this. She looked at my face. The eyes that I saw were so old, Princess, so full of fear and hatred. She backed down and called after me as I ran,  'You're father tried to undo what you did.' I didn't understand how she could talk so loud after such a distance, or what she'd said, and didn't want that to be true, if possible. I ran to his lab, and searched for his scientific journals. I needed to find out if what she'd said was true. Princess Twilight, (sniff) he butchered her. Every piece of her was separated, run through every scan possible and then sewn back together, along with other horrible things that I can't say. Thankfully she ran away from the monster that he'd turned into ages ago. But he opened up scars to deep to heal, and now she's haunted by Brain and Thunderbird. They threaten to come back at any time now." He blew his nose on the tissue he had. "It was my fault. I need to make it up to her."

"How?" Twilight asked, afraid of a pony that would do that for science. And was that golem same mare that she just saw a few hours ago?

"Just help me find her, please, Princess."

6: Her fight (part 1).

"Princess, would you know of anypony that might know where she was, or she maybe confided to?" Brain asked Twilight.

"I can't - wait! Rainbow mentioned that she woke up at Zecora's after Dusty'd picked her up. If we can find her, maybe we can figure out where she would go." Twilight replied.

"Where would this Zecora be?"

"She's usually out shopping for supplies today. We should be able to find her." After they had a wonderful brunch, because they couldn't pass it up and Twilight had insisted, they found Zecora at the Quill and Sofa buying some strangely beautiful feathers.

"Ah, Princess, how do you do? It's been a while since I last saw you." She bowed. Twilight blushed.

"Zecora, we were actually looking for you."

"Hello, Zecora. My name is Brain Storm. How do you do?" He acted as if he tipped his hat, although he did have one. Zecora started at his name. She took a quick look at him, and gasped in realization. "You come to ask after your friend? She has told me that only you would understand." She beckoned them to follow her out of the shop. She talked as she walked toward her home. Then when there ane she made sure that they were comfortable, she told them how she and Dusty had met. (This is her story, but not in so many words.)

One day Zecora was out walking through the forest, after another day of closed stores, she'd thought that a new route was in order. A field of Poison Joke was in between her and home, but this was before she recognized it, so just before walking into it, a voice whispered "Wait." Zecora spun around, scanning the area, but nopony was there. "Poison Joke isn't the best to walk through, miss." The whisper came again.

"Who are you?! Show yourself, you pony who seems to like to help!" Zecora started as a shadow appeared.

"I am Dust, miss medicine mare. I try to help ponies who seem unaware." Woah, she can speak my language. "You do not seem to recognize the Poison Joke before your eyes. Do not walk in, or you'll regret. There isn't a pony that hasn't yet." She laughed playfully, then shrank back into the shadows.

Who does she think she is, trying to tell me that I'm standing in front of Poison Joke and I didn't know about it. But when she looked at it carefully, it was. She backed away and turned a bit, and found a path through the patch. She almost thanked the pony, but she was already gone. Was that real?

Zecora found herself surrounded before she knew it. It wasn't her first encounter, and probably wouldn't be the last. She prepared to defend herself, but the mare that she thought that she'd imagined years ago stood in front of her, somehow making a barrier of wind in between the mares and the approaching Timberwolves. It made an eerie howl that made the Timberwolves stop in their tracks.

"Miss medicine mare. My friends will not hurt you, not even dare." Dusty smiled. Zecora was grateful that she wouldn't have to fight anymore, and was surprised to see that mysterious mare again. After many more encounters the mares finally introduced themselves, and day by day, with every bit of talk, and an accident in the patch (Dusty turning into stone and whatnot), became friends. And that leads to today.

"She is close to her end, sooner than she expected. Her walls are breaking, from the one rejected." She looked at him gravely and finished, saying "If you find her, she would like you to know, sooner or later, she will explode."

"I told you, stay away." The two had landed close to Zecora's hut. Dusty had thought that maybe she could talk some sense into the mare. A quick scan came up with three ponies, Zecora along with the Princess Twilight and Brain. No! Dusty thought in despair. They slowly approached the edge of the forest; Dusty backed away from the approaching Rainbow.

"Who are you?!" Rainbow asked, but the answer never came because then two voices came from Zecora's house, seemingly exiting. One Twilight's, one a stallion that Rainbow didn't recognize, thanking a pony on the other side of the trees. Dusty apparently did. Her ears flattened against her head in fear. She turned and ran. Twilight had heard the rustling in the brush, and then Rainbow's call of

"Dusty, where are you going?!" really caught her attention. Brain noticed immediately, and ran into the forest, horn blazing blue. Twilight followed.

Twigs and branches scratched against her face, but she didn't care. He asked the PRINCESS for help! Cornering her would be as easy as levitation now. Dang it! Why? She ran and ran, into the forest, trying to lose the three on her tail. Rainbow would just slow her down, now. A purple flash blinded Dusty for a second. Thud! Whoosh! Dusty swerved to miss Twilight, but didn't miss the tree. A big dust cloud type fog covered as far as Twilight could see, which wasn't far. A few seconds after, Rainbow flew straight into the fog, and promptly crashed into Twilight, who'd just gotten up.

"Where did this come from?" Rainbow asked Twilight.

"I - think that I teleported and crashed into Dusty." Twilight said, a bit confused. "I didn't think that it would do this, though."

"You WHAT?! And how do you know her name, anyway?" Rainbow asked. The answer was never said, because an (almost) ear shattering "NO!" caught their attention. They both figured out who that had come from very fast, and walked (because of the fog,) toward the sound.

Brain finally reached the fog right when the wail started. "No, please, no. No no no!" Brain muttered as he lit his horn and split the fog. He walked briskly into it, also toward the sound, while the other two found two lights of blue light at their eye level. Brain ran between them towards the light, and the two ran after him, calling questions unanswered.

What happened next was very strange. A type of clearing was where the lights were. As they approached, the light changed color to green, then purple, then orange, etc. Basically, one color flashed and then faded to another. Dusty strained against her earthen shackles, but they held as tightly as before. The memories hurt too much, she couldn't hold on for much longer, and Brain had known that.

Rainbow was the first to see her. Her mane was fading to blue in some places, and her coat had gray patches. "Dusty, no!" Rainbow almost rushed to her side, but was stopped by Brain. "Get offa' me, you -"

"No - please! I - can't - hold - on - much - longer. She's coming." Different voices came out of her mouth; raspy then high as a fillys, as fleeting as the wind then as final as an avalanche's last rock's crash, among others. The last one was full of fear, as high and shaky as Fluttershy's when she's scared. Rainbow was startled by this. "I'm - so - sorry." She labored to speak. "Go. NOW." The colors stopped as she closed her eyes to her fate; her tan mane turning into blue as quick as a changling's. Tan coat turned gray just as fast. Blue eyes opened as if they hadn't been used in a long time, and then a very villainous smile crept onto her face as she inspected the three in front of her. The earthen shackles crumbled at her movement.

"Ah." She exclaimed, surprised. "She was helpful after all." She mused. Brain was the center of her attention. Twilight was fearful from what Brain had told her. Rainbow was frozen in fear. What had happened to Dusty?!

7: Her fight (part 2).

Dusty could see the scene so clearly in her minds eye, and she ran faster. She couldn't allow any living creature to endure what she had. She had to block the vision out, or else Brain might find an idea in there. If I can just get to the field, or maybe even the castle of the sisters, then I can maybe turn before she breaks through. She thought. I'm almost there. But for some reason, Rainbow tackled her when she was about a mile away. So close. "Oof."

Yes, finally I can get some answers. Rainbow thought, and she would, just not as she expected; a dust cloud burst upon impact of the two, and a long time after the dust (almost) settled, Brain and Twilight finally caught up. They stopped at the bridge to the castle. Twilight was giving up hope.

"Brain, I think that we've lost them. We should go back." Twilight stated. He wasn't paying attention, he was staring intently at the ground. He backed up a bit and politely shushed her questions. Then he lit up his horn and did something to the ground. Again she tried to ask him what he was doing, but before anything else could happen, a small twister came out of nowhere, and then after that, a ghostly, flickering Dusty appeared. He smiled.

"Brain." Dusty smiled back, relieved. She frowned quickly and looked up as a faint voice could be heard, along with a scream, seemingly from above.

"As you were saying, Princess?" He smiled to her.

"What the-" Twilight couldn't finish her sentence because Dusty interrupted her.

"I can't stay much longer." She jumped. A small flash of blue, then her tan came back. And a faint rumble could be heard in the background. "Your friend is here, and will not be able to come back - AH! - soon. She's let too much come."  She looked past the two, and a different voice was heard.

"Say your goodbyes. It's time. Hahaha!" A crash was heard from somewhere else, and Dusty backed away.

"You must be quick. I have left some of it for you." A cackle, then a flash of darker blue took the picture away. Twilight stood there, mouth open in confusion. Brain started to collect something from the ground, and then explained.

"She meant that Rainbow somehow transported into Dusty's mind realm, and has made a huge mess in the process, including, from what I heard, releasing Brain. What you must do, Princess, is gather the rest of your friends, the Elements, and bring them close by for when I come back with Ms. Dash. Please do that, and as quick as possible, Princess." Twilight understood, and after she muttered something, left.

Earlier......

"What the- where am I?" Rainbow wondered. She'd landed on top of Dusty, as she'd planned, but she didn't plan transporting into a type of dining room without her, or crashing into the table in said room. The one thing that she noticed immediately was it is so dusty! Then she saw all of the pictures. Mares of all shapes, sizes and colors were on the wall. Every single inch was filed with colors. Thankfully though, she found the door quickly, and escaped all of the eyes staring at her. She shut the door behind her. "What is this place?!" She asked as she saw the long hallway filled with doors. She walked up to one, and opened it, and then quickly shut it. So many pictures! She coughed. It must be Dusty's. As she walked down the hallway, she noticed signs on top of the doors. Most of them had a name, and a date next to that. She was going back in the dates, and soon she heard crying. When she found where it was coming from, the sign said "Keep Out" with a few boards over the doors. As the crying grew quieter, a blue mist came from the door and wafted over Rainbow. Her eyes turned a bit more blue, and then she broke down the boards and opened the door. A blue maned unicorn mare was in the picture filled room.

Sniff. "Wh-who are you?" She asked so innocently. Rainbow never noticed the little smile that she wore.

"I'm Rainbow Dash." Rainbow looked around the room. "Where are we?"

Sniff. "This is Dusty's house." She looked at Rainbow with suspicion. "Why are you here?"

"It - it's complicated. But - why are you here?"

"Oh, never mind that." She told Rainbow. "Do you know where Dusty is? If you're here, she's surely here too."

"I don't. But maybe we should try to get out of here." Rainbow replied, nervous.

"She's the only one that can get out. But, have no fear, I know this place inside and out. We can find her in no time. Come." She walked past Rainbow and gestured for her to follow. She did. As they walked down the halls, the pictures kept on creeping her out.

"What's the story with these pictures? I'm seeing them everywhere."

The mare took a look towards the pictures. "Those are every pony that Dusty has ever known. A lot of them were while I was locked away in that room, although I've met a few." She looked back down the hall. "Ah, there's the room that she's usually in. It's time to unlock those doors." The mare grinned. Rainbow still didn't notice anything suspicious. The mare opened the door seemingly the outside. It was beautiful, green with flowers and bushes. The only thing that was missing was some ground. Literally, a giant ravine was in front of them, and Rainbow almost fell in. Rainbow turned to run back to the house that she'd just come out of; it was gone, like it was never there. But for some reason, wherever the mare stepped the ground turned bare instead of the lush grass that was there before. Rainbow just now realized the crazed look on the mare's face, and she was looking at Dusty, who was at the other side of the ravine. She then snapped back into reality and remembered Rainbow, only to hold her wings in a magical grip. "I almost forgot to introduce myself. My name is Brain. Welcome to Dusty's dreams and nightmares." Brain's grin widened. She turned back to Dusty, who looked kind of fuzzy. The ground rose higher than she'd ever been, even flying. Brain called to Dusty. "Hey, friend. CATCH!" She threw Rainbow off the ledge. For some reason, she was terrified! She knew the reason quickly after the feeling; she couldn't use her wings! The magical grip was on them, keeping them tightly secure to her body so that they couldn't move. Rainbow closed her eyes to the death that surely awaited her at the bottom. When she did though, she was still alive, listening to Dusty talk. She thought that she heard Twilight for a second. Then she heard a rumble, and opened her eyes to walls coming up from the ground. She also heard so many hoof beats. They were all pounding on the walls. She got up and marveled at how calm Dusty sounded, although it could be that she was so blurry. Then she heard Brain's voice again.

"Say your goodbyes. It's time. Hahaha!" A CRASH sounded as the walls crumbled. Dusty walked back just a bit, then Rainbow fell down a slide that just appeared under her hooves. A cackle sounded, and everything turned black.

"Rainbow." Rainbow heard a tiny whisper. Dusty? "Rainbow. You need to listen, and listen carefully; I have a friend that will meet you soon. He will help you get back to your friends. Listen to him and answer his questions. Don't be afraid.

A few moments after that, she came to the end of the slide. As she hopped off, she realized that she was in the dining room. Then she noticed that the pictures were blank now. None of them had anything in them except for red. This terrified her. Where did they go? Then she heard a thump. She turned to look, and a blue and gray unicorn was on the table. Uh oh.

8: Defeat.

She tensed as she saw the blue maned gray coated unicorn, but as she saw that he was a stallion, she relaxed a bit. She recognized him from Zecora's today. He shook his mane, then noticed Rainbow. "Ah, Ms. Rainbow, good to see you." He scanned the room. "Where is she?" He asked.

"First of all, my name is Rainbow, no Ms. And second, are you who Dusty mentioned?" Rainbow replied.

"All right, Rainbow, and yes I would be the 'friend' that you're looking for. But since she probably asked you to listen to me and answer my questions, I ask again, where is she?" He was a bit irritated at the fact that they were losing time and he needed to explain his position.

"Out the door, turn right. But why-" He interrupted her while heading out the door with Rainbow in tow.

"I suppose that you encountered Brain while you were here, yes?" He trotted down the hall. Rainbow nodded. "I also suppose that she told you that Dusty knows the only way out, yes?" She nodded again. "Well, she was right, in a way. Dusty IS the way out, just like she's the only way in. She'll help as much as she can, but it'll be a bit more challenging with Brain there, but we'll manage. I have a plan. Follow my lead." They finally found the double doors 'outside'. The ravine was gone, replaced by millions of ghost looking ponies. Brain was counting the ponies below her.

"Good. Everyponies here. And look, our visitors found us." She spoke to the ponies, looking at the duo. "Let's give them a good farewell, shall we?" She smiled. The ponies grouped together, and what Rainbow saw next was terrifying; a large, no GIANT,  black and red Alicorn materialized next to Brain, while the unicorn mare marveled at her plan working this far. Thunderbird was BEAUTIFUL, and looked very powerful, just like she'd wanted. She turned her attention back to the duo and laughed. "It's time to-"

"Leave." Brain said in Dusty's voice. Or was it Dusty? Wait, what'd happened to Dusty anyway? It was too late to think about that any longer, because a huge beam shot out of the Alicorn. How was this a good plan? What part of this was a good plan?! I'm probably dead right now! Rainbow thought. She flew backwards and hit something. Then she opened her eyes.

Meanwhile........

"Where are they? Are you sure that they were here? I mean, you might have gotten lost after flying off." Rarity said.

"I'm sure that I saw them here. I mean, who could forget the sister's castle, after all?" Twilight argued back.

"But we've been waiting so long! I need to get back to my boutique sometime today!"

"Rarity, it's only been a minute. Calm yerself down, missy." Applejack replied. Twilight had finally rounded the crew up, but it was taking a bit. I hope that we're not too late. Twilight thought. They weren't though, and everypony knew it, because a dust devil whipped up in between them and the bridge. It grew a bit bigger and turned even faster before two ponies tumbled out. Rainbow hit a tree, while Brain almost crushed the bridge. Rainbow opened her eyes.

"Am I in heaven?" Her friends laughed, happy to see her again. She got up quickly. "I wasn't afraid or anything. I was just....happy to see you guys again." She smiled.

"Aw, did we come in at a bad time?" The mares turned to Brain and Thunderbird. Brain smiled. "Never mind, it won't matter much longer. Thunderbird?" The Alicorn turned. "Could you please-"

"-Now!" She ran toward the mares, and they, in self-defense, completely obliterated the duo in rainbow power. Thunderbird exploded into a million breezie-sized ghost ponies that disappeared as they hit the ground. And Brain's body peeled back in parts so that you could see Dusty inside. After it was done, Dusty was clearly visible, and Rainbow ran up to her, giving her a relieved hug.

"What just happened? Dusty, are you ok?" Dusty blinked, then shuddered. She looked at Rainbow and smiled, weary.

"I'm sorry, but I can't stay." Dusty replied.

"What do you mean?" Rainbow chuckled nervously.

"What I mean is that I need to go, because Brain will never go away, because she's-"

"-Me." A flicker of Brain came and went.

"As long as I am free, so-"

"-am I." Brain smiled, then Dusty frowned. "Goodbye." Then she ran past the six, to their surprise. A patch of Poison Joke was a little bit away from the clearing and path, and she ran straight for it. After the rainbow faded off, Rainbow flew after her, and the other five followed, curious. Brain finally came to and noticed the mares going into the forest and followed.

"No!" Rainbow flew over to Dusty and picked her up carefully from the patch, and hugged her with all of her might. She was slowly turning into stone.

"It's - ah - okay, Rainbow." Dusty whispered as loud as she could. "It's going to be okay." She smiled at Rainbow.

"Where's the little cockatrice? I'd like to-"

"No."

"But-"

"Rainbow. It'll be okay." The stone crawled up her legs. She laughed a bit. "You are loyal to the end." Sigh. Almost to her neck. Dusty looked into Rainbow's tear filled eyes. "I can't in good conscience stay to do who knows what when that damaged mare comes back. I can't allow myself to stay because you're the first loyal friend that I've had since forever. Thank you for everything." She gasped as the cold crawled up her neck.

"But - why? You - can't.....please!" Rainbow sobbed.

"She causes too much pain." Sigh. Dusty hugged Rainbow as best as she could. "This way I will never hurt anypony ever again." She smiled as her face turned into stone. Rainbow sobbed as she fell to the ground. All of this hurt in just two days. She felt somepony jostling her, but she didn't want to get up.

"Rainbow, wake up!" Twilight called out to her, pleading. Rainbow opened her eyes, but saw nothing. She was in a black void of some sort. "Come on, please Rainbow! Wake up!" Rainbow was jostled even more. She snapped her eyes open, and this time saw Twilight. She was at Zecora's house.

"What the- why am I back here? I was just-"

"At the castle of the Sisters, right?" Twilight finished her question. "I was just there too. Actually, we weren't 'there' there, but within our minds we were." Rainbow looked at Twilight like she'd just grown a second horn. Twilight explained. "You see, Dusty tricked us." Twilight started pacing. "She's actually a golem's ghost, which can enter minds, especially inquisitive ones. She was trying to understand emotion, since she isn't a real pony. She did this to us for 'fun'. The whole thing isn't real. She made it all up." She stopped to look into Rainbow's eyes. "So she's very much 'alive', in that sense."

Rainbow tried to processes this. "So, why you and me then?" She thought some more. "And why that 'story'? I mean, she could've done the same with anything else."

"It might not mean so much to you, but for others it may be true." A different yet now familiar voice spoke. Dusty had walked through the door. "You were ones that would come, even if the job was done. I'm sorry for the hurt I committed and all of the suffering that I give, at the time that was permitted, but now I face the life I live. I shall go to leave alone the ponies where I  called my home." Her head drooping and turning more transparent by the second, she turned to leave. "And to think, you were so real, the way you act, the way you feel." Twilight looked at Rainbow.

"Wait. Please don't go. You weren't trying to hurt or harm us." Twilight stated.

"And if you're as friendly as the Dusty that I met, you can stay. As long as you don't do this again." Rainbow replied.

"Actually, I have an even better idea. Dusty, I have a friend that I think would love to meet you."

    "It was a good idea to talk to Luna and me about that situation, Twilight." Celestia gazed at the moon rise. "Dusty can help her workload ease up a bit." Twilight stared off into the distance.

"What will the next challenge be?" Twilight asked. "Fighting off monsters in my sleep is getting tiring." The two chuckled.

"Just you wait, Twilight Sparkle, just you wait."

3: The chase.

Why can't she let me be?! She doesn't understand. They mean well, but I can't stay. I don't want to hurt them. I need to get back; Then I can-

"Stop! Please!" Rainbow Dash shouted.

"No! Leave me alone!" She replied.

"Please! We can help." Rainbow was flying close to the rooftops, and Rainbow was struggling to not hit anything.

"No, you can't!" She was running on the rooftops, as fast as she could towards the Everfree. She gritted her teeth against the wind. A flash of red covered her naturally green eyes, then vanished in a grimace of fear as she crashed into Sugarcube Corner. She got up, opened her now green eyes and shook herself off. She jumped down, and booked it for the forest. Rainbow was right behind her.  Rainbow got dust in her eyes and mouth. She kept on going. The mare howled, and responding howls echoed back.

"Let me be! You CAN'T help me! Haven't I made that clear?!" The mare said.

"We need a better look at you. Make sure that you're not too hurt, so, no." Rainbow replied.

"I'm not hurt, Rainbow. I just don't want to hurt you." The mare said. A huge wind blew Rainbow back and onto the ground. Applejack caught up. The mare stopped right outside of the Everfree. A dart blasted past the three, and the stallions that Rainbow had saw yesterday were running towards the mare. She flew. Rainbow flew after, and Applejack ran back to the castle. Why, she didn't know. Maybe the look that the mare had in her now blue eyes. It was anger.

For some reason, they were heading towards Canterlot. The mare looked at Rainbow with blue eyes, seeing trailing behind. She flapped faster. So did Rainbow.

"Why won't you leave me alone?!" The mare whispered. Rainbow could hear her clearly, although wind was rushing past her ears.

"I need to know why you're here, howling at the Timberwolves. And why you're running from the stallions in green." Rainbow replied. She thought a bit. "What's your name?" Rainbow asked.

"Will you ever leave me alone?" The mare asked, frustrated. They both hovered in midair.

"No. I wanna know who you are. I wanna be your friend." Rainbow replied. Oh, just get it over with. I'm wasting time with her. I need to get to the Princesses. At that, she smiled. She swooped down, then flapped even faster to the castle. Rainbow wondered why she was running, or flying away from her friendship. She flapped after her.

Meanwhile

"Doctor, we lost her. This blue pegasus mare swooped off with her to the town."

"And then she flew away to the Princess."

"She WHAT?! I'll deal with this. You may go. Thank you."

"Yes, sir - err - doctor. Will do." They trotted off.

"Celestia, please bring her back." He looked at the blue vial in front of her as he said that, then sighed and went back to work.