The Curse Of The Mini-Were Mare

Chapters

Chapter 1: An Invite To The Founding
Chapter 2: The Great Boris
Chapter 3: The Past and Ben Mare and Twilight's Darker Side
Chapter 4: The Demon Pony and The Mini-Were Mare
Chapter 5: Preparations
Chapter 6: First Confrontation
Prologue: Nightmares of The Past (Edited)

Chapter 1: An Invite To The Founding

As usual, it is another bright day in Ponyville. The ponies go out their usual way of business, activities, whatever. Some of them are still psyched of the wedding of Shining Armor to Princess Cadance. Of course, Twilight was bugged about this as she is now related to her mentor, Princess Celestia, through her niece; Kinda annoying.

Speaking of which, her friends decided to hang out and relax in the park like they do whenever the ponies aren't going on adventures and such. The Cutie Mark Crusaders are there doing what they always do: thinking up ways of looking for cutie marks.

"Ah got an idea." Apple Bloom said thoughtfully. "We could tried fer shape shifting!"

"'Shape shifting'," Scootaloo ask Apple Bloom with a scoff. "We don't have the magic for that! Anyway, didn't shapeshifters give us and the others ponies a hard time back in Canterlot a while ago?"

"Well, pardon me fer tryin' 'ta use a power fer good, Chickenloo!"

"Don't call me that."

"Girls, come on." Sweetie said to her friends with a smile. "We don't need to fight over stuff like this. We just need a hobby and such that works."

"Yeah, you're probably right." Scootaloo said with a sigh. "Say, where's Nyx?"

"Don't worry, she, Spike and Twilight are on their way right now!"

"Okay, let's see...get 'de apple fritters, applesauce, applejack...heh heh heh..." Applejack said while going through her basket of the food that she brought to the picnic.

"Anything in there not related to apples?" Rarity asks Applejack curiously.

"Nope; 'Dat's all Ah done got."

"Fine; obviously, it's like you have apples on the brain."

Applejack grunts a bit. Why is she not surprised to hear 'Miss Picky' to act like that? Glancing at Rainbow, who is resting nearby, the Earth pony said, "Ay, Rainbow! Mind giving me a hoof here?"

"Why? Don't you have four to use?" Rainbow asks Applejack with a sly grin.

"Hardly har har; Yew could at least help me out here instead o' sitting on yer lazy flank!"

"Come on, I am not lazy! I just need some rest."

"Rainbow, when did you get to bed last night?" Fluttershy ask Rainbow curiously while feeding her pet bunny Angel.

"2, 3, I forget the times." Rainbow remarks before getting up to help Applejack. "Anyway, if it makes you feel better, AJ, I will help you out."

"Thanks, appreciate it there." Applejack said as she and Rainbow help set up the picnic. "Say, where's Twilight, Nyx an' Spike? They should be here by now."

Pinkie, bouncing in with cupcakes on her back, happily eat a cupcake while saying, "I came by the library earlier. They should be here by now though I think I heard groaning noises. I guess Twilight must be getting tired or something."

"The poor dear has been having sleeping problems ever since the wedding was over." Rarity said in concern. It's true, even though the wedding is now over with the incident with the Changelings resolved, Twilight is still having trouble seeing. "Perhaps we should ask the princess or Megan about this."

"Celestia, maybe," Applejack remarks before thinking about the ponies' human friend Megan, whom they met ever since Twilight and Rainbow made a rainbow like bridge to her world of Earth. "Not sure about Megan. Not like we wanted 'ta bug her wit' every problem 'dat we have."

"I like Megan, she's nice, she's the Mag'ne or whatever she's called! Megan helps take care of the princesses before the Rainbow Bridge collapses and..."

"Oh, there they are." Fluttershy said. The group spots Twilight coming their way, with Spike and Nyx riding on her back with picnic stuff in saddlebags around her. Weird, the unicorn's usual mane looks messed up. Twilight looks grumpy, "Hey Twilight."

"Yeah, hey Fluttershy," Twilight groans a bit.

"Hey Nyx," Sweetie greets Nyx who flies down to the ground to greet her friends. "We were wondering where you were."

"We have trouble getting around this morning." Nyx said in concern. "Mommy's a bit grumpy for some reason."

"I am not grumpy, Nyx! Just having trouble sleeping last night," Twilight snaps to Nyx, trying to keep herself under control.

"Yeah, we noticed that you were having sleeping problems lately." Rainbow said in concern, flying around Twilight. "What, is it about your brother or Cadance again?"

"No, it isn't that, Rainbow and let's dropped it!"

"Ah dunno; sugarcube." Applejack said in concern. "Can yew tell us about it? We ignored yer concerns before twice an'..."

"Look, Applejack, I'm fine, forget about it!" Twilight snaps in annoyance as she sets up for the picnic.

"Were you having bad dreams, Twi?" Rarity asks curiously. "Is it about you worried that you may end up disappointing the princess again?"

"No! I don't worry about that anymore."

"Yes she does, Twilight just doesn't want to admit it." Spike whispers to Rarity. Unfortunately, the unicorn gave him one angry glare. "What?"

"Uh, is it because you are anxious because you are now related to the royal family?" Fluttershy ask Twilight meekly. "That is...if you want to tell us."

"No, no, I am not telling you, just drop it!" Twilight said in annoyance.

"Err; you may want to cool it." Scootaloo said with a gulp of worry. She can sense that Twilight is getting a bit edgy by the questions.

"Yeah, it looks like Twilight is losing it." Apple Bloom said in agreement.

"I am NOT losing it!" Twilight snaps while grinding her teeth. "I am in total control here!"

"Oooh, ooh, I know!" Pinkie exclaims, waving a hoof in the air like she doesn't care. Actually, the Earth pony does but you get the idea. "It is because of how you have a lot of paperwork to do and..."

"BLAST IT, PINKIE PIE! I AM FINE! I DON'T NEED YOUR HELP OR ANYONE ELSE'S!!!"

"Ahh! Fake, fake," Rainbow exclaims as she pounces onto Twilight, knocking her to the floor. "Okay, Changeling, what gives here? Where's the real Twilight? She wouldn't act like that!"

"Rainbow, I am Twilight Sparkle!" Twilight snaps to Rainbow in annoyance. "Now get your flank off me!"

"Not until you tell me if you're Twilight or not!"

"She's Twilight all right." Spike said a bit worried. "I would know if this one is a fake or not...but Twi, you're scaring the others."

Twilight turns and saw the truth: her friends are indeed getting scared, worried about her behavior. This isn't like her. The purple unicorn calms down, looking down in sadness. That's enough for Rainbow to see that she's the real deal: regretting what her friend has said.

After Rainbow got off of Twilight, the unicorn got off, hugging Nyx while saying, "I'm sorry, everypony...it's just...my nightmare has been giving me the edge lately and...I'm sorry."

"Its okay, Twilight," Rarity said with a smile. "We're your friends and understand. Though honestly, you should calm down when you're on the edge like this."

"I...I'll help finish the picnic, if that's all right. You all take a break if you want...."

Twilight begins working on finishing the picnic all by herself to make up for her grumpy behavior. Pinkie smiles while saying, "Yay; Let me help! I love helping, do you Twilight? Come on; let me help, please please please?"

Pinkie bounces around, helping the sighing Twilight out. The purple unicorn has gotten used to her friend's weird behavior ever since she first met her.

"Actually, I tend to get on her nerves sometimes but Twilight got used to my behavior!" Pinkie exclaims to me happily, breaking the 4th wall of course.

Yeah, let's go with that. Anyway, Apple Bloom blinks a bit while asking, "Nyx, what's wrong wit' Twilight?"

"I don't know." Nyx said with a sigh. "Mommy has been having the same dream lately. I don't know what it's about. She would never tell me."

"Has this been going on?" Fluttershy ask Nyx in concern.

"Who knows? It must be keeping her up at night, even enough for her to take naps during the day like Rainbow does. One time, I went into her bedroom, wanting to ask mommy if I could have my friends over. But as I enter, she would scream out, 'No, don't leave me! Not again'!

"At first, I thought she was worried about me being taken away...but then I saw that mommy was sleeping in her bed, having that nightmare." Nyx said with a sigh.

"What was she dreaming about? Do you know?" Rainbow asks Nyx in concern. The rest of the Mane Six wanted to at least tell them so they can help Twilight with her problem.

"Twilight would never tell me either. Ever since I have known her as a filly, she tends to have these nightmares, though only two are common." Spike explains, worried about his mother/sister's concern. "The dream that Nyx mentioned was the one. I tried to ask her but Twilight would never tell me. I think she's dreaming of a special somepony whom she knows as a filly."

"I think mommy misses that colt... the one in her dreams." Nyx said in sadness.

"You mean Twilight used to have a special somepony?" Rarity gasped in surprise.

"Heck if I know. Twilight never tells me a lot about her past." Spike remarks with a sigh.

The others look down in sadness and pity. They haven't known much about Twilight's life in Canterlot before she met them in Ponyville. Sometimes the purple unicorn would talk about it, sometimes she doesn't. Whatever happened to her as a filly has been haunting her even to this day.

Suddenly Spike gulps as if about to throw up... but then he spits out a flame, making most of the ponies jump a bit. Fluttershy exclaims, "Oh my. It must be a letter from the princess." Sure enough, a scroll appears with Spike taking it.

"Hey, Twilight." Sweetie calling over to Twilight who just finished setting up with Pinkie. "The princess just send us a message."

"Oh, I wondered what she has to say." Twilight said as she and Pinkie came over. A message from Princess Celestia is always important. "Uh, you may sure that's the only one, right? I don't want another surprise like with the marriage of Shining and Cadance."

"Let's see..." Spike pauses to wait a minute then shrugs. "Nope, this is the only one. Ahem..." The dragon clears his throat as he begins to read, "'To Twilight Sparkle, you are invited to celebrate Equestria's founding in Canterlot. If you wish to attend it, please send a reply ASAP.'"

"ASAP; Ape Sad Apparently Problem," Pinkie Pie ask puzzled.

"'Dat means 'As Soon As Possible, Pinkie." Applejack explains to Pinkie who blinks at her, still not getting it.

"'If you wish to attend, I will send a chariot to you then. You can bring whoever you want with you. I hope to see you soon, your brother and his wife will be attending."' Spike said, finishing the letter up.

"The annual founding of Equestria," Twilight exclaims, squealing happily much to the surprise of her friends. "I haven't attended it since I was a filly! Oh, I can't wait to go again!"

"Uh, Twilight; what exactly is the founding of Equestria?" Sweetie Belle asked.

"Yeah, we don't know a thing about it." Scootaloo said with Nyx and Apple Bloom nodding in agreement.

Twilight smiled to the fillies as she explained, "I'm glad you asked, my little ponies. The founding of Equestria shows how Equestria was officially founded a while after the first Hearth's Warming Eve and how Megan, Danny and Molly helped Celestia and Luna out a while before they left for their home on Earth."

"So wait, you mean the humans we first met before the Gala, right?" Rainbow asks in amazement.

"Right; Of course, back then, I knew Megan as only the 'Mag'ne' and didn't know her real name, along with that of Danny's and Molly's, but you get the idea."

"Ah think Ah get it now." Applejack commented.

"We want to go to the founding with you, Twilight!" Pinkie exclaimed excitedly.

"Oh, please take us with you, Twilight!" Rarity begged.

"Yeah, I bet it'll be cooler if we're with you!" Rainbow commented.

"Please, Twilight," Fluttershy asked in her sweet tone.

"Well, that's the idea." Twilight said with a chuckle. "I wouldn't dream of leaving you girls out."

"Can my friends and I go too, mommy?" Nyx ask Twilight, the fillies show those little "puppy dog" eyes look. Dang, it's hard for them to ignore.

"Oh, shucks, why not? Better git the parents' permission first," Applejack exclaims with a smile.

"Yay," The CMC cheers wildly along with the other ponies. Another great event in Canterlot! Hopefully this one will be less disruptive than what happened at the wedding.

But then, Twilight looked worried as she said, "I just hope things don't go bad in Canterlot like the last time..."

"Don't worry, Twi." Rainbow said as she put a reassuring hoof on her friend's back, "This time, we'll be by your side to face whatever problem that comes to you."

"She's right, dear." Rarity agreed, "After all, us, Shining and Celestia apologized to you for not believing you, and we want to make it up to you."

"To be honest, I was on mommy's side the whole time because I thought something was off with that foalsitter." Nyx admits. "Of course, I gotta admit, I wanted to hit somepony for what happened...but..."

"Yes, yes, Nyx, we get it." Sweetie remarks while rolling her eyes.

"Spike, send a reply to the princess! Tell he me, my friends and Nyx are coming!" Twilight exclaims to Spike with a grin.

"You got it, Twilight!" Spike said with a salute, and then, he breathed fire onto a new scroll, which evaporated into thin air.

"Oh boy, oh boy; A huge party in Canterlot," Pinkie squeals, bouncing up and down as always when it comes to parties, "I hope I get to be in charge to make the decorations, the streamers and..."

"Pinkie Pie, I can imagine that Princess Celestia has got that covered." Rainbow said to Pinkie Pie in amusement.

"Really; Weird, so how come I don't see one of those bubbles that shows you imagining stuff?" Pinkie asks looking around Rainbow like mad. "Where's the bubble, Dashie? Huh, huh? Where is it?"

"Pinkie Pie, you are so random." Rainbow remarks with a sigh.

The ponies quickly get to work on getting what they want to get for their time in Canterlot, food, supplies, the works. And of course, Pinkie Pie brought her usual party cannon, despite what Rainbow told her about earlier. After all, when it comes to parties, she wants to be prepared!

Soon, most of the girls are waiting outside the library as that is where they are going to be picked up by the chariot. They saw Twilight with Nyx on her back with Spike carrying what they need. The alicorn, of course, is bringing a familiar doll.

"Nyx, where did yew get Miss Smartypants?" Apple Bloom asks Nyx curiously while leaning her head down a bit. "Ah done thought Big Mac has it."

"He gave it back to me because Big Mac felt like it was mine." Twilight explains to Apple Bloom. "I wanted to give something to my daughter and, well...he was embarrassed by the whole Gabby Gums incident."

"We said we were sorry! What does Big Mac want; A written apology?"

"Yew did 'dat, Apple Bloom, remember?" Applejack remarks to her little sister making her smile sheepishly.

The ponies then saw something flying their way: a chariot big enough for them all and by Pegasus ponies no less. They land right near the library as gracefully and swiftly as those ponies can.

"Miss Sparkle and friends, a pleasure to see you all again," One of the Pegasus guards, one of which Twilight recognizes as the one who dropped her off on the day that she first arrived in Ponyville, said with a bow. "Your brother has sent us. Are you all preparing to go?"

"You betcha," Rainbow remarks, "Though why a chariot instead of a train?"

"Princess Celestia felt like that since Twilight is a member of the royal member due to her connection to Princess Cadance, it's safer this way."

"Yeah, having a brother being your nephew-in-law now can do that." Twilight chuckles a bit. After a while, the girls got themselves and their stuff in. Once they are all secured, the Pegasus guards then flew off, carrying them in the chariot itself.

"I can't wait to see Uncle Shiny again, Mommy!" Nyx said to Twilight excitedly.

"Yay; I love to travel this way!" Pinkie Pie squeals like a girl on her wave to a concert. "No, JusSonic, you mean filly on her way to a concert." Oh yeah, sorry. Some of the other ponies wonder whom she was talking to.

"I do hope that Canterlot looks better on arrival the last time." Rarity said with a sigh. "Seeing it behind a shield doesn't feel right."

"Man, I'm so lucky to be coming to this big time event thing." Spike remarks with a shrug. "Before the wedding thing, two times that I didn't go was to Twilight's birthday party and to the cake competition!"

"Spike, I apologized for uninviting you to my birthday because of our argument, remember? I'm starting to see how similar that is to Shining uninviting me." Twilight said, feeling guilty about uninviting Spike to her birthday, comparing that to Shining uninviting her to the wedding. "As for the cake competition, you couldn't go because of the stomach flu, remember?"

"Oooh, I got a bad stomach ache." Spike groans, lying in bed while Twilight and Nyx checks up on him.

"I told you that those crystals that I dug up for study for not for eating." Twilight said with a sigh. "Well, this stomach flu will only last a few days."

"But is Spike coming with you to the cake competition with Pinkie Pie?" Nyx ask Twilight in concern. She doesn't want her brother to miss out on the whole thing.

"I'm sorry Nyx but Spike will have to stay home. I don't want his stomach flu to get worse."

"But I want to go!" Spike protests to Twilight like a pouty little foal. He doesn't want to miss out on going to Canterlot!

"I'm sorry, Spike, but you will have to stay home for the time being." Twilight said with a sigh of regret while preparing to leave. She gotta meet Pinkie Pie to help her escort the cake safely to the train. "Nyx will watch you. Again, I'm sorry."

"Yeah, I haven't forgotten that...maybe I did when we have our little argument." Spike said, rubbing the back of his scaly head sheepishly. "Somehow, I feel like a brat every time we argue."

"Spike, you aren't that bad." Twilight points out to Spike with a sigh. "Honestly, I don't know why I sometimes keep you out of things like this."

"Because the writers of our episodes don't tend to bring our baby dragon along at times! Maybe JusSonic wants to make up right here and now!" Pinkie exclaims happily, making some of the others a bit confused. "Oh, we're there!"

The gang saw that they are indeed approaching the wonderful and graceful city that is Canterlot. The whole capital was fixed and better than the problem with the Changelings. No shield in sight. Guess Shining Armor didn't need to put it up this time.

"It's good to be back, right Twilight?" Fluttershy ask Twilight meekly.

"As usual, always good to be back to my first home," Twilight said with a smile. Even though Ponyville is now her newest and better as home, Canterlot will always be her first home.

The Pegasus guards flew around in the sky until they land right on a platform used for landings. The girls came out of the charot while Rainbow is checking out Spike's camera and some equipment.

"Uh, Rainbow; Why are yew bringing camera stuff? We ain't filming Dasheresque 4...though yew said 'dat yew ain't going 'ta make another film." Applejack points out to Rainbow puzzled, "Especially after 'de trouble wit' 'de third one."

"I thought that we could have something to remember this trip by." Rainbow said with a smirk. "I figure if we documented everything, we could look back at this and enjoy ourselves. I also brought this."

"A flower," Rarity asks Rainbow puzzled as she notes a flower being held by the Pegasus pony via her teeth. "Granted, Rainbow Darling, I am a fan of that stuff but shouldn't you have brought more than one?"

"Ain't no original flower! This is a hidden camera on which will film while one wears it! Here's Twi, you can wear it if you want to do some filming."

"Uh, thanks." Twilight said as Rainbow puts the flower camera right on Twilight's chest. "Don't really need it but it's the gift that counts, right? It's filming already, right?"

"Yep," Rainbow exclaims with a smirk. "Pretty cool, eh? Having my own e-mail show allows me access to some cool devices."

"If you called what you do a show anyway."

The ponies and her friends walk through town, greeting the ponies that come along. Some of them looks nervously as Nyx, obviously haven't forgotten when she was Nightmare Moon, threatening to put all of Equestria in Eternal Night and how she once trapped the princesses in the sun and moon (minus Cadance of course but that's because Nyx didn't know whom she was at the time).

Some of them of course just wave to the filly as if forgiving Twilight's adopted foal for what happened. Whatever the case maybe, there was mixed emotions to Nyx being in Canterlot today like there was before the last time she was in town.

Twilight suspects that there's mixed emotions upon arrival at Canterlot Castle. The guards are at front, as if expecting a bit of trouble. When the ponies got closer, they jump as the guards raised their weapons at them.

"Well, that sounds like a nice welcome." Scootaloo remarks sarcastically.

"I thought we wouldn't have to worry about this after the Changeling incident." Sweetie said in worry. The ponies wonder what is this all about.

"Lower the weapons, boys. It's just Twilight and her friends." A familiar voice remarks with a chuckle. A familiar unicorn in armor appears, smiling as he takes his helmet off, "Hey, Twiley!"

"Shining!" Twilight giggles as she comes over to hug her big brother. "It's so good to see you again!"

"Same here, sis!"

"Hey, Uncle Shine!" Nyx giggles as she shows herself. Shining grins to give her adopted niece a hug.

"Hey, Nyxie; Welcome back to Canterlot," Shining exclaims with a smile.

The big brother, a few days ago, was a bit surprised when it turns out that Twilight really did adopt a filly... home whose was once the corruption known as Nightmare Moon. He thought that it was a joke! But once Shining got to know her, he realized that she isn't really bad. After all, the filly did regret what she has done and even sacrifice herself to save those that she herself has cared for.

"Shining, you remember my friends, as well as Spike and the CMC." Twilight said while motioning to her friends, some of them wave though one did a bit meekly.

"Hi, good to see you again, Shining," Fluttershy said meekly. "Uh, what…"

"What's with the guards pointing the weapons at us?" Rainbow asks Shining with a frown. "What; Some sort of dumb joke?"

"Sorry, but with an event like this so darn important, we don't wanna take any chances of anypony or anything ruining it." Shining said though looks a bit dumb. "It almost happened when that Changeling Queen deceived us...even used me in her plot."

"It's okay, Shining," Apple Bloom said with a grin. "'Dat Changeling witch pulled off one heck o' a good trick there."

"Yeah, but I still feel bad by how it tricked me into turning against my little sister like that."

"To be honest, I kinda deserve it for making a spectacle without evidence to prove my point." Twilight said, blushing a bit in embarrassment. "Perhaps if I had..."

"But if you had, we wouldn't have found Cadance. Perhaps it was for the best," Shining remarks with a chuckle. Yeah, he and Twilight regrets their actions, but at least Cadance was found, the Changelings are stopped and the wedding had gone on. "Still, our new aunt in law thought it to be best to take precautions. Not wanting anything to get dangerous."

"You mean... Dasheresque!" Rainbow booms while now wearing a pair of sunglasses from her Dasheresque films, making Twilight slaps her head with a hoof.

"Rainbow, not now," Applejack said to Rainbow with a sigh. "We ain't going into 'dat here."

"What? I can't make any jokes now? Man, that's so darn dull!"

"Come on, Princess Celestia and Cadance is waiting for us." Shining said with a grin. "And they want me to escort you both all the way."

"Speaking of which, how is your honeymoon to Cadance?" Twilight ask Shining as the group follows the Captain of the Royal Guard into the palace. The big sister is dying to know how the honeymoon went.

"Doing fine, Cadance and I have some... fun."

"What kind of fun? What kind?" Pinkie asks bouncing around hopefully. "Is it party fun; Candy fun; Video game fun?"

"I think he means the fun that isn't appropriate to mention around little fillies." Rarity said to Pinkie Pie as if urging the Earth pony not to go further into details. "After all, a lady shouldn't mention that stuff to ones who shouldn't know yet."

"Know what, Rarity?" Sweetie asks Rarity curiously, making the big sister chuckles sheepishly at that.

"Let's say, just wait until you're older, okay; Hee hee hee!"

"Sounds like you two have some fun." Twilight said to her big brother with a grin. Somehow in her heart, she knew that they make the perfect match, regardless of her misgivings before thanks to the evil Changeling Queen.

"Yep; Someday, you will have the same thing with your own stallion, sis!" Shining exclaims to Twilight; Hearing that made the poor mare look down in sadness.

"Yeah, someday...yeah."

Twilight's friends look a bit worried at her emotions, even Spike and Nyx is. Whoever that colt in her dreams was must be important. One of these days, they're going to have to find out what happened years ago... and who that colt was.

Author's Note

I forgot to mention that Twilight's pupils change due to her 'Ddarker Side'...

When Twilight gets sacred her pupils begin to get like Spike and Nyx's, and and when angry her pupils are more thin then when sacred.

Anyway happy reading, and please comment.

Night

Chapter 2: The Great Boris

Mane Six, the CMC and Nyx (when she was Nightmare Moon and after) was here before. Each visit was either an emergency or a special event. And for the latter part, today is like no other.

Shining takes his sister and her group to the throne room where Twilight smiles as she saw Princess Celestia, her mentor, teacher, closest thing to her mother and aunt in law, waiting on her throne. And of course, her niece Cadance, who is also Twilight's foalsitter/sister-in-law and Shining's wife, is nearby waiting.

"Princess Celestia!" Fluttershy said meekly as she, Spike and the other ponies bow to her beloved ruler.

"Please, please, no need to bow to me. I don't need any of that today." Celestia insists sternly. The ponies and Spike rise up making the alicorn smiles, "But I will have a hug, Twilight, for your new aunt-in-law."

Twilight giggles as she comes up and hugs Celestia who hugs right her back. Once the hugging stop, the purple unicorn exclaims, "You may be my aunt-in-law now but you will always be my teacher."

"I'm glad to hear that."

"Twilight, it's good to see you again." Cadance giggles as she goes up to Twilight. The two mares smiles as they did their hoof shake from all their times together, "Sunshine, sunshine, ladybugs awake. Clap your hooves..."

"...and do a little shake." Twilight and Cadance exclaims at once as they laugh once their hoof shake is done.

"What's the deal with that?" Scootaloo ask puzzled.

"It's a secret hoof shake that mommy and Aunt Cadance like to do!" Nyx explains to Scootaloo happily. "I should know, mommy taught it to me three days ago."

"I still don't get it."

"Well, now that we're all here, time we get things underway." Celestia said with a delightful smile.

"Any chance yew could tell us more about 'dis here founding?" Applejack ask Celestia curiously. "We need all 'de details an' all 'dat jazz."

"I will be delighted." Celestia got up, trotting over to a window that shows certain generations of ponies. She motions to one of a human girl and unfamiliar ponies. "Generations ago, our world was in danger of being conquered by an evil centaur named Tirek the Abomination. He would've succeeded if not for Megan whom the ponies known sometimes to be the Mag'ne. Firefly, one of the ponies back then, brought to our world and with the Rainbow of Light, which is now known as the Elements of Harmony, destroyed Tirek. She would come back time and again to help us make friends and save our world."

"No offense, your majesty, but we already know that part." Spike said to Celestia with a frown, knowing this story many times already. "Mind getting to the founding?"

"Oh yes. Ahem, you know how the three tribes once fought generations ago, around the same time Megan was still around as a child, and soon became friends to found Equestria, right?"

"Yeah, the three rulers stop being so mean and work together." Sweetie said, recalling the play from Hearth's Warming Eve.

"That wasn't the real truth. The rulers were frozen in that cave even to this day." Celestia explains to the fillies, much to their shock. "We altered that event because it was too dramatic for the little ones."

"Of course, just like Disney did with their movies!" Pinkie remarks in agreement.

Just then, a familiar Goddess of the Night appears, making a cup of coffee float via her magic. She said, "Princess Platinum's father Blueblood I, with the help of Star Swirled the Bearded and Spellion the Powerful, to sign a treaty on behalf of the Mages of the Rock. The Ponies of the Plains and the Sky Clans joined the following week."

"Princess Luna!" Twilight exclaims with a smile.

"Wow...didn't expect you to be this up." Rainbow remarks while blinking her eyes a bit. "You normally show up at night."

"Tia suggested that I drink coffee to keep me up at day so I can tend more stuff." Luna remarks while rolling her eyes, "Personally, I think she's doing that just to prank me."

"Would I ever do that?" Celestia ask, hiding a secret smirk. The Goddess of the Sun got back to business. "Anyway, ever since then, every few years or so, we celebrated Equestria's founding."

"An' let me guess: we got a part in it right?" Applejack asks Celestia curiously, making her friends look at her. "Well, shoot, we often git involved in these here events."

"Indeed you are." Cadance said with a smile. "Aunt Celestia needs someone to help out be in charge of the contests and other events. And of course, you too Spike."

"Yes, thank you!" Spike exclaims with glee. "It's like some folks always trying to keep me out of cool stuff. Oh! Do I get to be in charge of the gems?"

Twilight glances at Spike for the remark then speaks up, "We promise to do our best, Princess Celestia. I just hope we don't go through any more problems like with the Changelings."

"Relax, Twilight. I know how bad that went." Celestia said with a sigh. "That's all in the past now so let us focus on the future. So, do you wish to be escorted to the guest rooms?"

"Well, I did some thinking and thought that my friends and I can stay at my parents. It's been a long time since I was home last and I wanted so much to show my friends there."

"Please please?" Nyx ask with a hopeful giggle.

"Well, I don't see any reason to make you change your mind." Celestia said with a smile.

"I already told mom and dad that you and your friends were coming, Twi. I was planning a trip home myself." Shining said with a grin. "You wanna come, Cadance?"

"I thought you never asked." Cadance giggles playfully to her husband as the two wedded couple and the ponies leave on a trip to the home of Mr. and Mrs. Sparkle.

"I think the founding is going to be better as last time, wouldn't you agree, Luna?" Celestia ask Luna with a smile. The Goddess of the Night made a screeching noise and spits out the coffee. "Luna!"

"TOO HOT! THIS COFFEE IS TOO HOT!" Luna exclaims with a loud yell making Celestia snickers a bit. WE SWEAR, CELESTIA, THOU DID THAT ON PURPOSE!"

Meanwhile, the ponies and the CMC arrive at Twilight's parents' home in Canterlot, where Mr. and Mrs. Sparkle were there waiting.

"Mom; Dad," Twilight exclaimed happily as she ran up to her parents and hugged them happily as they hug her back.

"Twilight, darling," Mrs. Sparkle said with a happy smile, "It's so good to see you again after the Canterlot wedding!"

"Despite that we saw you a few days ago, honey, we missed you so much." Mr. Sparkle said, also smiling.

"I missed you both, too, Mom, Dad." Twilight said warmly as she hugged her parents again.

Mr. and Mrs. Sparkle then look at their daughter in worry as the former said, "Twilight, you still don't have a somepony of your own."

Mrs. Sparkle agreed as she asked in concern, "Yeah, dear. Why is that?"

"Oh, don't worry, it's no big deal." Twilight insisted.

"Okay, but what about Nightm-- I mean, Nyx?" As she asked that, Twilight's mother indicated the black alicorn filly in question, "We heard about what happened, and we're not sure if we should accept her as our granddaughter."

"She's right, Twilight. Not to offend her or anything, but what if she turns into Nightmare Moon again?" Mr. Sparkle asked in concern.

"Mom, dad, I assure you. Nyx won't turn into Nightmare Moon. She hasn't for months now." Twilight said with a groan. Why is it so darn hard to convince even her parents of the truth?

"I know, I know." Mr. Sparkle said in hesitation. "But..."

"Hi, grandpa, grandma," Nyx's voice rang out. The other Mane Six ponies and the CMC giggles as they, along with Twilight and her parents saw a cute sight: Nyx wearing socks on her upper forelegs and one sock on her horn. "Hope you don't mind but I wanted to dress up for you. But I got confused. Is it all right to wear your socks?"

Seeing this got Twilight's parents laughing a bit. Perhaps their daughter was right about her, being as what Nyx did was too cute and too different to be Nightmare Moon.

"Maybe you're right about Nyx after all, Twilight." Mrs. Sparkle giggled, "We'll accept her as our granddaughter."

"Thank you." Twilight sighs in relief. At least it's a relief knowing that her entire family accepts Nyx now. The purple unicorn is still concerned about Celestia and Luna but that's for another time. "You girls wanna go upstairs to my room?"

"I get dibs on bouncing on the bed!" Pinkie exclaims as she rushes upstairs.

"Pinkie Pie, come on!" Twilight protests as she gallops after her. "My bed has been perfectly made since I left!"

"Oh, I can't wait to see what your room is like!" Rarity said eagerly as she galloped upstairs.

"I hope it's awesome and cool!" Rainbow exclaimed as she flew upstairs.

"Just try not to break anything!" Twilight insists to her friends.

"Shucks, we are already darn careful!" Applejack insists. Her flank however ends up knocking over a lamp, luckily it didn't break. "'Dat don't count."

"Hey, wait fer us!" Apple Bloom shouted as she, the rest of the CMC and Spike ran after the Mane 6.

The gang heads into Twilight's room, which is the same as it was when she left it: books in the right place, stacks of them, even her toys remain.

"Yeah, figures that you are some sort of book worm." Rainbow said, observing Twilight's books.

"When yew said 'dat yew read a lot o' books, yew ain't kidding." Apple Bloom exclaims in amazement at the books.

"Yeah, well, I like to do that when I was a filly." Twilight said proudly. "What can I say? I love to learn."

"What's in here?" Nyx ask curiously as she saw a pony shaped bank on a stand.

"Oh! It's my old pony bank when I was a filly! I forgot that I left some money in there." Twilight exclaims eagerly as she made it float over to her with her magic. The purple unicorn tries to get it open, "Horse feathers! I forgot how to open it as well!"

Suddenly, some powder explodes in her face, making Twilight yelp. She sneezes a bit while saying sheepishly, "Oh, I forgot about that booby trap, too. I made it to keep Shining out of my bits."

"This room is so fantastic, Twilight! I can't believe you have all this to yourself!" Rarity exclaimed in delight.

As Twilight uses a hanky to wipe her face clean, she remarks, "Well, my parents need how important my studies are... well, that and I wanted to get out of sharing a room with Shining. So they gave me a bigger room."

"Hey, what's this?" Fluttershy ask as she puts down an old schoolbook.

"Oh, I haven't seen this since I was a filly! This was my schoolbook back to when I attended another school before joining Celestia's." Twilight chuckles while she opens it, "Ah, the memories."

Soon, the ponies looked through all the photos of Twilight through her school days, up to her graduation.

"Yew sure is a filly colt, Twilight." Applejack remarked with a smile.

"Yeah, even for an egghead." Rainbow agreed, "Oh, no offense."

"None taken," Twilight said with a smile.

Just then, Fluttershy noticed a lonely colt by himself in the photo as she asked, "Twilight? Who's that pony?"

The purple unicorn looked at who Fluttershy was pointing at in the album.

After a moment, she turned her head away as she replied in a sad tone, "Oh, that's just no one. No one at all."

It was a while later. Shining Armor went back on guard duty while Cadance head back to the castle to help her aunts with the preparations. Twilight felt like she should take her friends and daughter on a scroll through town.

The ponies of Canterlot do what they do: shop, do their business, socialize, etc. Although the ponies themselves enjoy the Mane Six's presence, they are still too unsure about the filly formerly known as Nyx. Of course, Celestia made sure to keep guards on certain posts to make sure that no pony would bring harm to the filly.

"I got to find some sort of outfit to wear to the festival." Rarity insists eagerly. "Why, wearing old dresses won't just cut it."

"Ah done imagine 'dat we can hang out at 'de local shops an' git some supplies." Applejack remarks with a shrug.

"Luckily, I know Luna's credit card number so we can get what we want!" Pinkie exclaims while bouncing happily.

"How did..." Twilight begins to ask but thought better of it. She decides that she herself doesn't want to know how Pinkie knows Luna's credit card number.

"Oh, nice ducks," Fluttershy said noticing some ducks flying overhead before she and her friends head on.

At least, they were nice ducks but gunshots are heard firing in the air. One shot hits a duck, sending it flying down towards the ground where two ponies are holding sacks with their mouths in hope to catch the dead bird. One of them is a purple coated Unicorn with a spiky like short mane, yellow eyes and a short tail. He got a number 2 symbol on his rank. His name is Dum-Dum.

The other pony is a white coated Pegasus pony with a long mane, a long mane, orange eyes and a dunce cap on his flank. His name is Boxco.

The dead duck land a yard in front of them. Dum-Dym yelps then nervously got the duck into the sack. He and Boxco head over to where someone is blowing the top off a gun that is being used by magic. Boxco himself exclaims, "Wow! As usual, you're the greatest; you don't miss a shot, Boris!"

"Yes, yes, I know." The stallion said with a grin. Boris is a red-colored furred colt with a black sharp like mane with a black tail, wears a necklace of gold and silver, wears a vest and has a shotgun cutie mark. Now this stallion is considered to be a hero amongst the ponies of Canterlot so he was prepared when the Changelings attack a while ago.

"Nothing, no beast or monster would stand against ya. Not even a filly, that's for sure." Dum-Dum chuckles while he and Boxco held Boris's latest trophies. They enjoy doing odd work for their boss and willing to do what it takes for him.

"Oh yes...but there's only one trophy that I have to get and it's a filly. The one in question that I want is that one."

Boris eagerly points a hoof to a familiar purple unicorn walking away with her friends and daughter. Boxco blinks his eyes while asking, "Wait, Princess Celestia's student/niece in law? I heard that she was back in town!"

"Yes and a perfect way to win her heart and hoof! That's the mare that I want to marry!" Boris exclaims eagerly while looking into a mirror, admiring himself. "Oh yes, this is my time."

"But are you sure?" Dum-Dum asks Boris in concern. "Twilight got some bad rap due to the accusation against Princess Cadance. Well, it was actually the Changeling Queen at the times. Plus, she is one perfect freak and..."

"I do not care less. Ever since before she left for Celestia's school, Twilight Sparkle was the one filly that I wanted to be with! Which makes her the best, and you know that I deserve the best!"

"Of course, of course, but..." Boxco begins to spoke up but Boris would hear none of it. He prepares to head off after Twilight's group in determination and eagerness.

"Well, stop squawking you dopes and come on!" Boris snaps to his minions impatiently, making them yelp as they rush to catch up. "We mustn't lose them."

Twilight and her friends were up ahead, Rarity was looking at one dress while saying, "Please tell me that this would look good on me."

"Yes, yes, I think it would look lovely on you." Fluttershy said with a gentle nod with her friends agreeing with the Pegasi's POV. "Uh, though it looks a bit expensive to purchase but whatever you want is fine."

"Hmmm, you may have a point, Fluttershy. I may have to make my own dresses for me and you girls to wear to the festival."

"Twilight, oh Twilight," Boris's voice calls out. Twilight's eyes shrink in alarm as she saw Boris and his goons heading their way. Her friends are startled as she begins pushing them aside.

"Let's go, come on, no need for us to dawdle. Come on!" Twilight exclaims quickly; The female purple unicorn for some reason sure wants to leave and away from those guys.

Suddenly the two minions yelp in alarm as an annoyed Boris use his magic to bash his minions' heads together. The boss snaps, "It's 'ponymarine', you two; 'Funny as a screen door on a ponymarine'! You sound like dumb foals when you get it wrong!"

"Ouch, that hurts." Dum-Dum groans while feeling his head.

"Ahem." Applejack said with a sigh. "Mah name is..."

"So anyway, Twilight..." Boris begins to say, trying to ask Twilight out again.

"Look, the princess has already chosen me and my friends to help out in the festival." Twilight groans a bit and in annoyance. "I don't think I have any time for dating."

"Yeah, mommy needs to make sure that things end up being perfect, something that clearly isn't important to you!" Nyx exclaims in agreement. "Wow, I sound like Uncle Shiny when I say that."

"My Celestia, did you really adopt that little monster?" Boris asks in amazement and disbelief. "I mean, shocking!"

"Why is it shocking?" Rainbow asks Boris, frowning as she doesn't like the comment towards Nyx.

"The whole city of Canterlot is talking about it. It's not right for you to be a monster of Nightmare Moon. Sooner or later, she may stab you in the back and begins her Equestria conquest again."

"Boris, you are living in the past." Twilight said to Boris sternly. "My daughter isn't Nightmare Moon anymore. Princess Luna took her powers back as well as the memories, except with Nyx's times with me, my friends and the whatnot. She hasn't try to cause trouble before. Some ponies agree to move on. You, sir, are being primitive."

"Why thank you." Boris said in amusement, not really realizing that he is being insulted.

"Excuse me, Darling. But we aren't introduced." Rarity said while clearing her throat. "My name is..."

"Oh yes, I have heard of the rest of Twilight's good friends. The Pegasis known as Rainbow Dash who made the interesting Sonic Rainbow at the wedding, the shy little Fluttershy and the little Scootaloo. The unicorns whose are the fashion designer Rarity; Love your dresses BTW."

"Thank you, Boris, I appreciate it."

"And her sister Sweetie Belle," Boris said with a chuckle. Pinkie clears her throat while smiling. "Oh yeah, and the rest are the Earth pony filth."

You could hear a needle drop or a magic explosion being heard from a distance the moment Boris called Applejack, Pinkie and Apple Bloom 'Earth pony filth'. Some of the fillies gasps as a glaring Applejack ask, "What did yew called me, Pinkie an' mah sister?"

"Come on, you heard me; Earth pony filth; the peasants of the land, the lower class."

"Lower class," Pinkie Pie whispers as if her feelings are hurt. You can tell with her mane deflating that she is very sad indeed.

"What are yew saying?" Apple Bloom snaps angrily at Boris's remark.

"Oh come on, take a hint, you runt!" Dum-Dum laughs stupidly. "Everyone knows that the Pegasi are the powerful and the unicorns are the magic givers. Earth ponies are only made to give us food and stay out of our way."

"Yeah, thank you Dum-Dum." Boris remarks in amusement.

"Why, o' all 'de biggest lies 'dat Ah have ever heard in mah life!" Applejack growls angrily at what she's hearing. How dare these stallions badmouth the Earth ponies like that! "Earth ponies aren't ones 'ta discriminate here!"

"Yes, the Earth ponies are important in Equestria like we all are!" Fluttershy protests in agreement. "Why, if it weren't for them, Equestria wouldn't been founded."

"Honestly, I don't see why we even need them." Boris comments while looking in a mirror in amusement. "Why else is Canterlot has mostly unicorns and sometimes Pegasi?"

"I don't like your attitude, you jerk!" Rainbow exclaims angrily while Rarity and Fluttershy nods in agreement. Twilight's friends can see why the purple unicorn doesn't like this. His discrimination against Earth ponies can make any pony mad. "It's so happens that Applejack, Pinkie Pie and the other Earth ponies hat we know aren't what you think they are!"

"Right, they provided an important role in Equestria." Twilight said in agreement. "Plus, two of them are my friends!"

"Right, wit' me being theirs," Apple Bloom remarks angrily while hugging Sweetie, Scootaloo and Nyx. "Yew insult me, yew insult them."

"Whoa, whoa, calm down. I am not like most of you ponies. Even I know better than to be continued being shunned like you did when Twilight accuses that fake." Boris remarks with a chuckle, making Twilight's friends and Spike a bit upset.

"Oh, he has to bring that, doesn't he?" Spike mumbles angrily under his breath.

"Come on, time for us to go!" Twilight snaps angrily as she turns and leave. "Nice bumping into you again, Boris, but I am not going to be around if you're going to insult my Earth pony filly friends like that. Come on."

"What? Come on, at least stop and talk a while." Boris insists to Twilight, not wanting a chance for a long time.

"I know what you're up to! I mean, trying to 'pick me up' so you can either have me for yourself or be close to royalty all because of my brother's marriage to Princess Cadance. Well, I am not that like of filly and never will be!"

"Right, so leave mommy alone, you stubborn jerk!" Nyx exclaims in agreement.

"So what, you're going date-less?" Boxco remarks in amusement. "Still pining for that loser who disappeared years ago?"

Hearing that made Twilight stop, looking a bit furious. Boris comments, "And you said that I should let go of the past. That colt is gone, disappeared off the face of Equestria! Why, you better off not waiting for that fool to come back because he's better off dead!"

Boxco and Dum-Dum laughs cruelly along with their boss. But then something terrifying happens: Twilight turns around and growls furiously at the trio, making them stop and look nervous. Then she jumps into the air and goes into some sort of darker mode. Her friends gasps a bit and in concern.

"Here we go again!" Spike exclaims in alarm. The last time that Twilight was this furious was when she found that Diamond Tiara and Silver Spoon tricked Nyx into going into the Everfree Forest in hopes to get even with her.

Twilight charges at the trio of cruel stallions, slamming them all into the wall while scaring the Tartarus right out of them, much to the alarm of the ponies watching. She snaps while pointing a hoof at Boris, "Don't... you... DARE say that way about Ben! You are not half the pony that he was and NEVER EVER will be! So don't you ever EVER insult him like that or else, you insensible monster!"

The whole scene went silent; her friends' mouth went open in shock by what Twilight is saying. Boris and his goons were almost close to being terrified out of their minds, the young foals look a bit shocked a bit. After her darker tone down, Twilight begins to trots away ignoring the looks from the other ponies' face.

The others, a bit silent, finally spoke as Rainbow asks, "What the hay is that all about? Who is Ben?"

"Ah don't know... but we're going to find out." Applejack said sternly. Like it or not, Twilight will tell her friends what was bugging her!

Chapter 3: The Past and Ben Mare and Twilight's Darker Side

It was peaceful in the area between Ponyville and Canterlot. Some rabbits are hanging out, having a good time as if having no care in the world.

But then, the rabbits sense something and turn and gasping as if some sort of creature is approaching. They did as whatever the thing is stop to get water from a lake, growling before heading on.

Whatever that creature is, it's heading towards Canterlot...

Twilight, returning home, goes into her room, groaning as she put down some supplies down. Her friends came in while the purple unicorn groans, "Ugh, can you believe that... that Boris? He wanted me to be his... UGH!"

"I know and that super duper meanie pants goes and bad mouth me and my friends." Pinkie scoffs a bit. "Why is he thinking that Earth ponies are bad to him?"

"I don't know. Boris has that attitude for years. He likes to bullies Earth ponies, considering them weak and pathetic."

"Man; that makes me hate him even more!" Rainbow exclaims angrily. "If Celestia were to hear him say that, he would be speaking from the other end of his mouth."

"Relax; I'm sure that he would get a new attitude change... right?" Fluttershy ask Rainbow meekly.

Applejack decides to address another subject of what happened. She asks, "Twi, mind telling us what 'dat spectacle out there y'all about; Yew were upset about something an' yew wouldn't be 'dis angry unless something's up."

"Forget it, I was just angry and ticked off." Twilight said. She seriously not wanting to talk about it, ever.

"There's more than that. Who is this Ben guy, mommy?" Nyx ask Twilight in concern. "Why were you so offensive when Boris even made fun of him?"

"Nyx, I don't wanna talk about it."

"Twilight, does it involved that nightmare that you have about at night?" Spike asks Twilight seriously. "Come on; is that Ben colt in there?"

"Spike, I'm warning you..." Twilight snaps, getting a bit edgy again. She looks like that she herself is going to blow up into 'darker mode' again.

"Is this Ben pony that colt in the picture?" Sweetie asks Twilight who stops to look at her. "The one you don't wanna talked about."

Twilight pauses then sighs sadly as she sat down. Rarity came over and pats her on the back. She said, "It's okay, Darling. You can tell us. We're your friends and want to help you."

"Right, please mommy. Tell us?" Nyx pleads to Twilight. "I don't want you to continue having sleepless nights as well as be all sad and stuff."

Twilight sighs a bit then made her old schoolbook floats over before putting it in front of her, opening it to the page with the colt's photo. Looking at it, the unicorn explains, "His name is Ben Mare, he is... was... a colt in my class before I got into Celestia's school. Next to my brother and Spike... he... he was my best friend..."

"Wow." Some of the group said in surprise. So that colt is Ben.

"Wait, 'Ben Mare'?" Apple Bloom asks a bit puzzled. "Ain't 'Mare' a female pony word?"

Twilight scoffs while saying, "Yeah, he was teased about that sometimes."

"Well, tell us about more about him!" Spike insists to Twilight who sighs sadly as she looks at Ben as if staring at a long lost friend... or something else.

"He became a part of my class, sometime before that Summer Sun Celebration years ago..."

It was years ago, a while before Twilight witness that certain Summer Sun Celebration that inspired her to learn about magic. She was in class with her other classmates, studying in a book when a teacher makes an announcement.

"All right, class; settle down." The teacher said as the foals quiet down to allow him to say his announcement. Now then, we got a new student joining us today so try to make him feel welcome. Class, this is Ben Mare."

A little colt came into the class looking a bit meekly while his supplies are on his back, he is brown coated Earth Pony and has a spiky like brown mane, green eyes and a long tail.l Twilight notes how he tends to cross his legs a bit as if shy.

"Hi... everypony," Ben said meekly. This causes some of the students to laugh a bit. The colt looks down as if wanting to hide or just leave already.

"Okay, class, come on; stop that." The teacher said sternly as the class quickly calms down. "Ben is new here so let us at least try to be nice to him like Celestia would all her subjects. Now, Mr. Mare, you can take a seat near Miss Sparkle."

Ben nods meekly as he heads to a seat that so happens to be near Twilight. A younger Boris smirks as he sticks one lower hoof out... causing the poor Earth pony to trip and land onto the floor. The students laugh at this... minus Twilight who doesn't find what happened funny at all.

"Boris, I told you before; don't do that to the new students!" The teacher scowls at Boris who chuckles at his cruelty.

"What? Sorry, is it my fault that he doesn't watch his four hooves?" Boris asks innocently.

Ben got up sadly as he gets his stuff and sat near Twilight. The purple unicorn smiles while saying, "Hi, my name is Twilight Amila Sparkle. Welcome to our school."

"Uh, hi," Ben said a bit meekly as he took out a book to hide himself in it. Twilight sighs sadly. The poor colt has a rough first day.

For some reason, Twilight felt... some sort of connection to Ben... like she should do her best to help him.

"So in other words, Ben Mare is like a female Fluttershy?" Scootaloo ask Twilight curiously.

"Sort of," Twilight chuckles a bit while Fluttershy blushes at the comment. "The poor colt has trouble fitting in. He is a bit sly around new ponies, I don't blame him. Unfortunately, there is the problem."

"He's an Earth pony and that makes him a target for Boris?" Pinkie asks Twilight curiously.

"Yes...yes he was..."

Twilight plays on the swings while her focus appears to be off. Normally, she wants some learning and studying done... but the purple unicorn couldn't keep her eyes off of Ben who is under a tree doing some reading, away from the other students. It seems like it's hard for him to make some friends.

Unfortunately for poor Ben, his first day is about to get worst. Twilight saw Boris, his boys Boxco and Dum-Dum as well as some students heading to him. This is not good. That red unicorn is considered a popular student by some foals at school. He prefers unicorns and Pegasi over Earth ponies but wouldn't hesitate in making fun or bully them!

And unfortunately, Ben Mare has become his new target.

"Well, well. Check this out, everypony, it's the new Earth pony." Boris remarks. Ben looks up at him as some of the bully's group chuckles a bit. "What are you doing here, pray tell?"

"More like he's being a geek, staying away from the other ponies," Dum-Dum said to Boris with an evil smirk.

"Yeah, the bum thinks that he himself is safe. Boo pony who!" Boxco remarks with a sneer.

"Please leave me alone. I didn't do anything wrong." Ben said meekly. He yelps in alarm as Boris uses his magic to force him into the air. He likes doing this to Earth ponies, making them helpless for him to bully.

"We got one big rule here at the school: unicorns and Pegasi rule while the Earth ponies are just filth whose just need to stay out of our way." Boris sneers to Ben who looks down in worry. "But I digress. Who wants to see me turn him around until he's sick?"

Some of the students, even the dimwit minions, cheers as Boris laugh cruelly as he begins spinning Ben around. The poor Earth pony groans as the bully then drops him then picks him up via magic as if wanting to do this all day.

Ben then yelps as if Boris was trying to pull a wedgie on him... despite the fact that the poor colt isn't wearing any clothes! Twilight frowns as she leaves the swing. This has gone far enough!

"Boris, Boris, enough!" Twilight snaps angrily. Boris stops his tormenting of Ben to look at her. "Leave him alone! What did he ever do to you?"

"Nothing, we just wanted torture him like using sand on ants with the moon!" Dum-Dum explains as Boxco laughs with him.

"That's magnifying glass with the sun, Dum-Dum." Boris groans to Dum-Dum in annoyance. His minion, even Boxco, is always getting sayings wrong! "To answer your question, Twilight, I need to teach this Earth pony colt how things are in Canterlot, especially when it comes to what's more better."

"No pony is better than the other, Boris! You know that! Princess Celestia tells us to love and tolerate one another!" Twilight snaps angrily to Boris. "We shouldn't harm or pick on ponies just because we think we're better than them. Now put Ben down!"

"All right, all right. I will lay off the pony with the female last name... if you go out with me next weekend."

"Ugh! I ain't humiliating myself by doing that!"

"Fine, have it your way." Boris remarks with a shrug as he lets Ben go, causing him to hit the ground. "You got lucky, Ben. But stay in your place or next time, I'm going to get rough."

Boris's group took their leave, Ben sniffs sadly as he got up to get his things. Twilight helps him while asking, "Are you okay?"

"I'm fine, I am really." Ben sighs sadly. "Why does that creep hate me?"

"Boris has some dumb idea that unicorns and Pegasus ponies are more better than Earth ponies all because of the fact one species used magic and the other can fly. Horse feathers to that! Earth ponies are very important in the history of our world!"

"And... why did you help me?"

Twilight pauses to think. Why did she help him? The purple unicorn usually stay out of Boris's bullying but this time it's different as if something is calling her, telling Twilight to step in and stop the creep this time.

"The truth is, I can't stand what Boris is doing... I mean picking on you all because you are an Earth pony and new here." Twilight said while stomping one hoof on the ground. "It's just not right!"

"It's okay... you don't have to help if you don't feel like you should." Ben sighs in sadness.

"I don't have to... I don't want to. I won't let Boris and his pals torment you and bully you around. I will keep you safe no matter what. I promise."

Ben pauses and smiles a bit. For some reason, this is the first time that he has ever made... a friend.

"Thank you." Ben said as he and Twilight hug each other. And thus, it's a start of a new friendship.

"Wow, you and Ben must've been good friends." Sweetie said in amazement.

"Yes, I am. We would hang out, as well as do some studying and playing." Twilight giggles a bit but frowns. "But unfortunately, Boris sees me as his 'prize trophy' and let's say that he isn't happy that Ben was with me."

"Oh boy, Ah can see where 'dis is going." Applejack groans a bit.

"And thus, that is how Equestria was made once the three tribes stopped fighting." Twilight explains while reading off a book to Ben who listens in amazement.

"Wow... and the princess was around back then?" Ben asks Twilight in interest.

"Yes, though as a filly. The princess is ancient; she appeared to be around for a long time."

"I know; How weird!"

The two foals giggle and laugh, being as if the best friends since birth. Of course, a familiar colt is nearby using magic to open some nuts, growling at the scene before cracking the nuts, splitting them into pieces.

One thing that you should never do to Boris: hang with Twilight whom he likes and wants for himself!

As school was let out for the day, Ben was preparing to go home but as he passed by an alley, magic caught him. The colt yelps as he got dragged into the alley.

Ben screams as he was hit by stuff via magic and was hit by hooves before being send to a wall. The Earth pony looks up frightened as Boris, Boxco and Dum-Dum confronts him.

"Ben Mare, I was taking it easy on you before but when you started breaking one of my rules, you have to pay." Boris said seriously to Ben, "Boys?"

"Never hang out with Twilight Sparkle." Boxco and Dum-Dum laughs evilly as Boris prepares to hit Ben again.

"Hey!" A voice snapped, getting the bully and his goons' attention. The three turned and saw Shining Armor glaring at them. He was going to pick Twilight up to go to school when he overheard and noticed what was going on.

"Gah; Oh, Shining! Didn't see you there," Boris exclaims nervously, making the goons a bit awkward. Shining, being Twilight's brother, is tougher than all of these guys. They know better than to get on his bad side.

"And what are you three doing to that colt?" Shining demanded more than he asked. "Looks like you were beating him up!"

"Now, come on, we were only playing, right boys?" Boris asks his goons nervously.

"Yeah, right; No problem," Boxco and Dum-Dum said nervously. Of course, the bruises and black eye on Ben said otherwise to Shining.

"Listen, you three boys leave the poor colt alone, got it?" Shining snaps as he got into the trio of bullies' face. "If I find out that you're doing this to him again... well, you better hope that I don't! Now go!"

"Y-Yes, sir." Boris said quickly before he and his flunkies ran like the dickens, leaving the unicorn and the beaten Ben.

"Ugh, jerks." Shining groans as Ben got up barely. "Hey, you okay?"

"I'm fine, I'm fine, sir." Ben groans a bit as he manages to get his things. Despite the injuries, the colt didn't suffer anything worst.

"You must be that new friend that Twilight told me that she likes." Shining said in concern. "She always told me how an Earth pony got picked on or worst."

"I'm fine; I just need to go home now." Ben groans as he tries to go on home.

"Colt, you need to see a doctor." Shining insists as he follows Ben out of the alley.

"Shining?" A familiar voice spoke up. Twilight appear, ready to be picked up from school. "What..." She gasped while galloping to the injured. "Ben! Oh, Ben, what happened?"

"Boris and his goons jumped me and beat me up. If it weren't for Shining here, it would've been worst." Ben sniffs a bit, rubbing his black eye.

"Don't do that, please." Twilight insists with tears in her eyes, not liking that Ben is rubbing his black eye like that. "Let's get you to a doctor."

"No, no... I will just head on home...yeah..." Ben groans as he heads on his way, walking okay.

"Are you sure?" Shining ask Ben in concern. The young colt nods at this. "Okay, just try to be careful.

"Ben..." Twilight said as Ben stops to see the tears shedding down her faces. She promised to protect him but couldn't do it this time. "I'm sorry..."

"Wow..." Fluttershy said as the girls listen in to the story, "Poor Ben."

"I know. I wished that I was there to keep him safe from Boris that day." Twilight said with a sigh.

"But on the plus side, your bro got there in time, right?" Rainbow points out, trying to show the bright side.

"You betcha; I promised harder to make sure that Boris and his goons will never get to Ben ever again. And even if I wasn't around, at least Shining would stand up for him." Twilight said with a sigh. "My brother always seems supporting of us hanging together."

"Tell me: this Ben Mare... was he your special somepony?" Rarity asked Twilight curiously.

"Yes, he was my special somepony, up to this very day." Twilight replied.

"Wow... I'm surprised." Rainbow remarks while blinking his eyes. "I have never thought you to have someone like him...which does explain why you never dated."

"No, it doesn't. Usually, when the subject is brought up, Twilight changes it or goes crying into the library." Spike points out to Rainbow in concern.

Twilight sighs as she continues, "Afterwards, we hang out, even though Boris tries his best to discourage Ben from hanging with me. I don't know if it was friendship or pure love, but something tells me that being with Ben Mare was right... I would never forget that day when he was with me when I was at that Summer Sun Celebration."

"Yew never told us 'dat before." Apple Bloom said, surprised that Twilight never mentioned Ben being with her when she saw Celestia raised the sun that inspired her to study magic that day.

"Even some stories' extension has to wait another day." Twilight chuckles while the story continues.

The Summer Sun Celebration has come at last and the ponies of Canterlot are of course there to watch the ruler Celestia raise the sun. Twilight moves up front to get a good look at the event.

"Twilight, you made it." A familiar voice spoke up. Twilight smiles as she saw Ben, wearing some sort of cloak, nearby.

"Ben! I'm glad to see you here, too!" Twilight giggles in delight. "Why are you wearing a cloak?"

"To keep Boris and his goons from seeing me with you, what else," Ben points out in concern. Even being near Twilight would mean Boris will get an excuse to want to hurt the poor Earth pony. Well, still, the purple unicorn refuses to let that creep hurt Ben... not again or ever.

"Well, don't you worry, Ben," Twilight said, "There's no way I'll let that conceited jerk get you this time."

"Thank you, Twilight." The brown earth pony said with a smile, "You're the best friend I ever met."

"And... you're my best friend, too..." Twilight said with a blush. She smiles, noticing that Ben is blushing, while trying to hide it. It makes one wonder if these two ponies really do like one another.

The two friends watch in awe with the others in the crowd as the event occurred; Celestia arrived and raised the sun like she always does every morning or at this great celebration.

"Wow!" Ben exclaimed in amazement as the crowd cheered and applauded.

A while later, after the celebration was over, the ponies head on home. Twilight and Ben were hanging out while the unicorn said, "Amazing. Celestia was able to do that... with magic even."

"I can imagine that she always has that power." Ben chuckles to Twilight a bit.

"Perhaps... I should do some magic myself. I mean, I am a unicorn and if I practice hard enough..." Twilight said in thought. Who knows? If she studies and practice magic, maybe someday, she will be as good as Celestia herself... or close to her, anyway.

Ben smiles, putting one arm around Twilight while saying, "Twilight, you should go for it. You dreamt of being a great magic user likes Celestia, right? You told me one time. I say again, you should go for it. If you tried your best, you will do fine.

"You're right! I'll do it!" Twilight said eagerly with a smile, "I'll study and practice magic! I'll be like Celestia!" Then she hugged Ben joyfully as she said, "Oh, Ben, thank you so much!"

"You're welcome..." Ben said while hugging Twilight right back. He then let go and gave a weird wave to her. "Well... I gotta go home now. See ya later, Twi."

Twilight wave right back before smiling as Ben departs. She always wonder what's feel so right about being with him. Could it be that Twilight has found him: her special somepony?

And she was teasing her big brother who hangs with her foalsitter Cadance was funny enough!

"Wow," Pinkie said happily as she ate some popcorn (that the Earth pony ate from out of nowhere). "You two must be a very cute couple."

"Well... my brother thinks so." Twilight said while blushing a bit. "Boris really didn't like it that we were together."

"Ha 'ta him!" Applejack scoffs a bit. "Ah don't like how he claims ya as his properta. Yew can date whoever yew want."

"Yes, anyway, thanks to Ben's encouragement, I study hard in hopes to learn everything there is about magic. And well... you remember how I told you and the fillies about how my parents enroll in Celestia's School for Gifted Unicorns, right?"

"Yeah, we remember... and it still didn't help us get our cutie marks." Scootaloo groans a bit, still recalling that story so well.

"Scoots, ssh!" Nyx hushes Scootaloo, "Anyway, mommy, yeah."

"Well... afterwards, the day before I took my exam, I told my classmates. They were excited for me." Twilight then looks down in concern. "That's... is where the trouble started for Ben again."

Ben sat on a log at the local playground, reading his book while waiting for Twilight, his only friend at the school, to arrive. The other foals don't seem to want to hang with the poor colt, mostly because of worrying of Boris's reprisal.

"Hey Ben Nerd," Boris calls out; Ben glances up to see the mean stallion, Boxco and Dum-Dum coming up to him. Oh, not again.

"Guys, come on." Ben said to the bullies with a frown. "I don't want any trouble from you. Twilight and I are just friends really."

"Relax, Ben. We aren't here to harm, just to talk. I got some interesting news."

"What kind of news?"

"What, haven't ya heard?" Boxco ask Ben with a chuckle. "Twilight's parents are enrolling her in Celestia's School for Gifted Unicorns. If she gets in, our good filly friend is going to be studying under Princess Celestia herself!"

"Yeah, wouldn't that be cool?" Dum-Dum asks with a stupid nod.

"Oh, yeah, I know. Twilight told me herself. I hope she gets in. An unicorn like her deserves that great honor as well as a chance to continue her dream." Ben said with a smile. He hopes that Twilight makes it into that school.

But then, Boris and his goons laugh cruelly, much to Ben's concern as he asks, "Err, what's your problem? Is there something's funny, guys?"

"Oh yeah, we find it funny that you would hoped she gets in when it's obvious that you two won't hang around any longer." Dum-Dum remarks in amusement.

"Ben, face it. That school only lets in unicorns, not Pegasi or Earth ponies. If or when Twilight does make it, she will be too busy studying or hanging with unicorns to even be with you." Boris remarks with a sneer, making Ben shocked, "May as well face it. You won't see her ever again because Twilight will be with her own kind."

"But... But Twilight will be my friend and still have time for me, right?" Ben ask in worry. He doesn't want to believe that Twilight will never have to be friends with him. "After all, she's the one who kept me safe and she is my friend. And..."

"Wake up, Earth pony filth! You think Twilight Sparkle hangs with you because she likes you? The only reason why that filly wants to in the first place is because she felt sorry for you! I always picked on those that Twilight will not want me to pick on! You're the first one whom she even bothered to want to deal with and couldn't bear to see me continue my favorite past time any longer!"

"Yeah Ben Mare, wake up!" Boxco teases as Ben is getting close to shedding out tears. "Twilight couldn't stand to let Boris continues tormenting the new kid. Why, I betcha she just hangs with you until she has no use for ya!"

"But... but..." Ben protests yet he close to crying. It can't be true. Twilight couldn't just be his good friend out of pity? Could it?

"Bah! Just comes to show, unicorns are always better than Earth ponies and if they were to even hang with Earth ponies, it's just to use them for their own needs." Boris remarks with a cruel laugh. "And that's exactly how Twilight likes it."

Ben couldn't take it anymore. He gallops off, crying while his bullies laugh cruelly. Yes, a simple lie or an exaggerated one is enough to make anypony go off crying. But at least Boris had made it so that Ben will doubt that Twilight even likes him at all.

"Boris!" An angry yell is heard as a zap hits near the three bullies. They saw an angry Twilight growling as she gallops past them and heads after Ben. "Wait until I tell Shining!"

The goons look worried but Boris doesn't seem to mind getting the hoof by Shining Armor. At least hopefully Ben would never want to be friends with Twilight Sparkle again. The filly is as good as Boris's.

Ben sobs as he stood behind a fence while sitting on his hunches. The poor colt thought that Twilight was his good friend... whom he's beginning to like more than just a friend. But could it be true? Does Twilight only being his friend out of pity and not kindness... or love?

"Ben..." Ben stops his sobbing as he saw Twilight coming to him, looking in sadness. "Look, don't let Boris get to you. Whatever he said isn't true."

"But... but when you get into Celestia's school, I won't see you again." Ben said with a sad sniff. "I mean, that place is for unicorns only. You will be too busy studying, hanging with other unicorns or anything at that school to even still be friends with me..."

"Ben, that's not true. Celestia loves all the ponies. She will be sure that the unicorns of her school will be friends with the Pegasi or the Earth ponies. I promise, should I ever get in, that I will do my best to still be your friend and do what we always do."

"Is it true... did you only became friends with me in the first place... because you felt sorry for me?"

Twilight pauses to think. She has no idea why she herself wanted to protect Ben from Boris or to be friends with the Earth pony. Could it be pity? No, Twilight refuses to believe that. Something inside her told her that it's more than pity. Something made her... want to be with Ben that day and even now; like she wants to be... his special somepony.

"I don't know what made me want to be your friend that day, Ben. But I do know this: I am your true friend, I care for you and will always be there to help you and keep you safe." Twilight said gently. "Boris was just being a jealous jerk. No matter what happens and if I would never see you outside of Celestia's school should I make it, I am still your friend and will always be."

Ben sniffs a bit then smiles softly. Perhaps Twilight is right. After all, what does Boris know anyway? Twilight will find a way to hang with him and still be his friend. And who knows what will happen from there? Inside Ben, he knows that deep down that the unicorn truly cares for him.

"Listen, I got something for you." Twilight said as she took out what appears to be a red collar from her saddlebag. The purple unicorn manages to get the thing around Ben's neck while smiling softly. "There, no matter what happens, I will always be with you."

Twilight smiles again. She prepares to head on home as Ben did some thinking, then smiles in determination. It's now or never. He got a question that he himself always wanted to ask her; Best to do so in case that Ben may or may not see Twilight ir or once she does get into that school.

"Twilight," Ben calls out, making Twilight stop to look at him as the colt is shuffling his hooves. "Listen, wherever or not you do make it in, I wanted to know: will you be my friend still... or will you be... my special somepony?"

Twilight blushes eagerly and happily. She already knew her answer: the filly more than likes Ben Mare. The unicorn couldn't believe it but she herself realizes the truth...

"Tell you what: right after what happens at Celestia's School tomorrow, I will give you my answer. I promise." Twilight said joyfully as she hugs the colt and heads on. Ben smiles in hope, he can't wait to hear what answer that his friend will give him tomorrow...

It was about to go into sunset as night is about to fall onto Equestria. Of course, not any pony can see or take note of something heading to Canterlot, growling a bit.

It is heading to Canterlot... and is coming home...

As the moon rose into view of Twilight's old bedroom window, Twilight's eyes lock onto the moon her pupils shrank in fear, the time for her 'darker side' to prowl has come. Twilight gritted teeth as she felt her ribs expand and move from their natural places, her flat teeth began to change so that there wasn't a single flat tooth left, instead only fangs remained in their place.

Her fur mane and tail all darkend, her thin silky fur became heavy and matted. She let lose a growling like howl as her body finished changing, she was now about half an inch or so taller but her eye color remained unchanged.

Her friends and family would soon see her, in this dark form, Twilight panicked. She had to leave, she ran for the window and jumped through it causing it to break. Her front claws clung to the shingles on the roof as her back claws scraped against the side of the house as she pulled herself onto the roof. Once up Twilight looked around for anything dangerous, until a scent driffed in front of her her head turn the direction the scent was coming from. Her dark figure made it easy hide within the shadows of night, she followed the scent as she lept from room to room only hoping to not run into any Royal Gaurds, Boris, or worse a bullet.

Chapter 4: The Demon Pony and The Mini-Were Mare

Twilight ran along the rooftops she was on a hunt, but for what? That was unknown for now, this scent... Where has she smelled it before? Twilight stopped to lie down she'd been running for three and a half hours not once straying from the scent trail left behind from the-gods-only-know-what, and she also had to break out of her home to not be discovered or feared because of her darker purpose that had a hold of her soul. But what would her friends, her family, her mentor... What would they think? What would they say? What would they do?

Twilight shook her head to dispell her negative thoughts, she has to find the source of that scent... she felt so close, she couldn't give up now trired or not. Her eyes dart around hoping to spot the scent's source, her ears perked up when she heard a faint voice. She followed the sound to the root of the problem, and what she saw both sacred and surprised all at the same moment... An old figure, a nightly ally and friend had returned.

"Twilight has been missing after she told us the story with Ben Mare." Spike said with a sigh. "If only there's something we can do for her...."

"Wait, we can!" Apple Bloom exclaims with a smirk. "Why don't we y'all investigate? Find any clues to 'dat Ben Mare feller's disappearance!"

"Yeah! Mommy would love, love, love it if we do that for her! Find out what happen to Ben!" Nyx exclaims with a smile. She pauses and continues, "Wow, I sound like Aunt Cadance when I said the 'love, love, love it' part. Or was it the evil Changeling lady; Creepy."

"We could be...'Cutie Mark Crusader Investigators'!"

"CUTIE MARK CRUSADER INVESTIGATORS, YAY," The CMC and Nyx cheers wildly while running off. Spike cringes a bit before recovering from the loud cheering.

"Okay, okay, but don't stay out. It's sunset now." Spike warns the fillies then sighs. "Man, those ponies are hard to handle like Twilight when she was little..."

It is now night time as ponies are either going home to sleep for the night or they are out late, doing their usual business. Guards are on post, keeping an eye on things. But not even their eagle (or pony) eye can see a creature wandering through the darkness, growling and lurking...

Pony 'Donut' Joe glances at the clock at his donut shop. It's closing time. For him to close up shop and head home; the unicorn quickly put the merchandise back into their displays, turns off anything on, and prepares to lock up.

Just then, Joe heard some noises coming in the back. He looks puzzled. The unicorn is the only one working at this place, so who else is still here? The noises came from the back as he went there to investigate.

Joe saw a sight of somepony chewing though the donuts that the unicorn was preserving to sell tomorrow. He frowns as whatever it continues eating. Has this pony no manners or respect?

"Hey, pal! We're closed for the night!" Joe snaps to the intruder. "You gotta pay for those, they ain't for free! Hey pal! Mind paying attention?"

The intruder stops his meal and turns to growl. Joe gasps in horror as he saw what the intruder himself is. It's a furry black huge pony with red eyes, wolf like teeth, a black mane, a black tail and a red collar.

The monster snarls as he advances on Joe, most likely not happy for his meal being interrupted. The unicorn backs off while shuddering, "C-c-c-crikey! Wait, back off! I didn't mean any!" Joe frantically uses his magic to take two éclairs, trying to use them to defend himself, "Back, demon, back!"

The monster pony snarls as he pounces... and ate the éclairs, making Joe gasp. The unicorn yelps as the creature pushes him aside and rush into the shop. Joe has time to get up and saw the monster smashes through a window of the place, fleeing into the night.

Joe shudders a bit. What in Equestria was that thing? But his attention soon turned to something else that landed with a load yet balanced thump, this thing was different from what he had just from the first demon he had seen tonight.

This new demon was a lean matted fured pony with lilac eyes, wolf like teeth, a navy blue, rose and lavender mane with a tail to match and a dark lavender coat. From the looked this... this demon was a female, Joe suddenly froze when he realized that this new demon was looking right at him. The She-demon blinked than took off following the other demon's scent trail, Joe looked at the she-demon's side to spot what looked like a batpony wing attached to her. The she-demon turned back to Joe or more specifically his store's broken window, she took notice of a bunch of blood on the broken glass that lie scattered on the ground. She brought her nose close to the small pool of crimson liquid, she inhaled a good amount of it's scent she looked up to see Pony Joe stairing at her contemplatively before her head snapped back to her own problems at paw.

Joe watched the she-demon leave without so much a growl from her, as soon as the she-demon left Joe fainted in fear.

The creature grunts as he didn't stop at Joe's. The intruder heads through a part of Canterlot where the festival is taking place at, some of the ponies left their carts, stands, etc. for the festival.

The intruder snarls and begins knocking down stuff like mad, breaking anything in his path. Once he's done, the creature begins to roars into the night sky. He can sense ponies approaching before quickly making a dash for it.

Suddenly the creature felt something dug into his coat as he felt himself being forced into the ground face first, he kicked clawed and bit at this being that had pinned him down. The being loosened it's hold on him as his claws and teeth sink into the matted fur of the holder. The being gave a growling like howl of pain, the creature knew that sound and the only being that would make that sound. The Mini-Were Mare, he's oldest and only friend as well as his only nightly ally.

It was during this time that another familiar pony was trotting through the streets. Nexus, the headmaster of Celestia's School for Gifted Unicorns, was on his way home from some important business. The unicorn has since recovered from the events of when he was possessed by a part of Nightmare Moon that led him to lead that infamous cult in her name.

And yet, Nexus feels terrible for all he has done, enough that he once tried to imprisoned himself in the dungeon for his 'crimes' though Nyx has taken full responsibly for those actions. It took Celestia's talking to snap him out of it.

Some ponies tend to look down at Nexus, not forgetting what he has done. Some are still disbelief that the unicorn is still in charge of the school, thinking that he should've been fired a 'long time ago'. Nexus doesn't blame them, he never could anyway.

Nexus stops as he saw something turning a corner, growling and looking around. The unicorn gasps and fell back as it turns to look at him, glaring at the headmaster with its burning red eyes as if the devil of Tartarus was piercing right into his soul right now.

"Dear Celestia." Nexus yelps, backing away on his flank. The monster is glaring at him... before rushing off. Than he spots another monster on the roof stairing at him it's bright lilac eyes shined like diamonds in night, she blinked... then rushing off following her companon. "They're back..."

"Ugh! We have been going about this for who knows how long?" Scootaloo groans a bit as she and her friends trots through a part of Canterlot. They have been asking a few ponies or so about Ben Mare, asking if there's any clue to the Earth pony's disappearance.

"Yeah, I know where you're getting at." Sweetie said with a sigh. "It's like no pony in Canterlot knows where that colt was."

It's true: no pony seems to have any lead to Ben Mare's disappearance. Of course, the young ones seem to know how some appeared to be scared when giving this answer. It's as if something terrible happened to the young colt but some preferred not to talk about it.

One pony did give out a weird answer: "'Be careful not to stay out too long. They may come and prowl'." Nyx and her friends has no idea what that said pony is talking about at all.

"Maybe we should go back." Apple Bloom said while glancing at the time. "It's done getting late an' mah big sis probably wondered where Ah am by now."

"Yeah, you're probably right." Sweetie said with a sigh. "We aren't getting anywhere to..."

Suddenly something is heard gettng knocked over, getting Nyx's attention. She ask in alarm, "Wait, what is that?"

"Sounds like something... is coming over there."

The little foals should probably know better than to let their curiosities get the best of them but they have to know so Nyx and the CMC sneak over to the source of the noise... then saw something breaking through the door of a building... the monster himself.

"What... 'de hay is 'dat?" Apple Bloom asks with a gasp. The monster growls a bit. Nyx looks a bit puzzled. There's something familiar about that thing...

"Errr, girls; I think he's looking over here." Scootaloo said uneasily. Sure enough, the monster turns and saw the four foals, blinking a bit while growling.

"AHHHHHHH," Nyx and her friends scream as they quickly make a run for it, almost trampling one another. The monster then begins to give chase.

"RUN, GIRLS!" Sweetie screamed as she and the rest of the CMC ran for their lives through Canterlot.

Soon, they hid in an alley, losing the Demon Pony, which passed them as it kept on running. As they panted, the four kids peeked out of the alley to make sure their pursuer was gone before they sighed in relief.

"That was close." Nyx said quietly in relief.

Suddenly, the Demon Pony reappeared with a snarl, making the foals gasp in horror.

"You have to jinx it." Scootaloo groaned a bit.

The monster approaches the foals, growling while getting close to Nyx. The alicorn prepares herself for the end... but, then the creature stopped b as he started sniffing her.

Nyx looks puzzled. This creature looks familiar... but where has she seen him before?

"You..." The Demon Pony spoke at last, much to the foals' surprise. "I remember you... black child..."

Nyx looks confused, why did that creature say that? Then she remembers... that year ago before Twilight found her. A creature has saved her from those timber wolves.

Could this creature be the same one? And did he come to Canterlot to finish what he has started?

Whatever the case may be, the Demon Pony then for some reason leaves, roaring into the night. Nyx and her friends sweat a bit then sigh.

"Close one." Apple Bloom said with a sigh. "But why did 'dat thing not finish us off?"

"I don't know, but I'd rather go home now." Scootaloo gulps a bit. "No search is worth turning into monster food..."

"I agree." Sweetie Belle said, "Rarity'll be very worried."

"Yeah. Come on, let's go." Nyx said, and with that said, the four fillies headed for home.

Twilight lost sight of the Demon Pony about 20 minutes ago, she now stood in a park the same one she and Ben played in all those years ago... Twilight missed Ben Mare but she was the only one that knew where he had disappeared to, he had become the Demon Pony. She hated herself so much right now that when she looked into the lake she saw what she herself had become, a Mini-Were Mare. She stood up and began to walk away, toward the Holly Tree that Ben used to read under. She felt something squishy in between her clawed toes, she looked down to see her front paws were in fresh cement. She smiles she could give her dearest Demon Pony a message, she kept one claw out and drew a heart with an arrow.

A slight growling caught Twilight's attention, she looked up to her surprise the Demon Pony was here standing a couple of inches from her. He looked down to see what she had made for him, he smiled and placed his paw inside the heart. He glanced up hoping Twilight would understand what he meant, Twilight did understand him and showed that she did by placing her own paw in the heart, near the Demon Pony's. The Demon Pony had placed his left paw in the heart while Twilight had placed her right paw in, Twilight thought of something... She should put their inishals in the heart and above the pawprints, and she did so.

D.P & M-W.M

When Twilight looked up to see the Demon Pony one last time before heading home to sleep, she was greeted with an empty space, she sighed and began to head home.

The Demon Pony grunts as he enters a room somewhere in Canterlot. This place hasn't been entered in years so he would be safe here.

The Demon Pony gallops through the messy room and sighs sadly. He felt terrible for the destruction that he himself has caused tonight... but the pony's form forces him to go out of control. What is wrong with him?

The Demon Pony goes to a wall and pushes it aside to reveal a secret compartment that has a box in it with a name tag in it. The corrupted pony took it and pauses. He hopes against hope that he himself would be able to present it... to the one that the Demon Pony hasn't seen in years, and had injured her a few hours before.

But the Demon Pony sighs in sadness as he put the box away while mumbling, "No... Not after how I hurt her hours ago. I have kept an eye on her, doing my best to keep her safe. But even after so many years, I doubt that she would ever want to be me. To her, I probably would never be anything... but a monster."

The Demon Pony looks away in sadness, sitting on his ruined bed while mumbling, "It's hopeless."

The next morning, while Twilight slept, the rest of the gang is heading to where the festival will take place very soon. As they talked, Spike asks the fillies, "So, did you four girls find anything?"

"Well, so far, none." Apple Bloom said in concern. "We must've asked every pony but no chance."

"We should be..." Nyx begins to say but some pony cut her off.

"Holy Celestia," Pinkie gasps in shock. The gang looks stunned as they saw the festival area a complete wreck. The food strands has been overturned, the games and such has been trashed, it's like a tornado went through here last night!

And the festival area isn't the only place to be trashed. Ponies are talking and upset because some businesses or such has been destroyed or broken into. Something has gone wrong last night.

"What... happened?" Fluttershy asked with her eyes widen in horror. Nyx and her friends look concerned. That monster has been busy last night.

And now, all of Canterlot is about to find out about the presence of the Demon Pony and the Mini-Were Mare!

Chapter 5: Preparations

From all over the festival grounds, many ponies hard works were trashed, ruined, scattered all over and still many other things. There were many that Twilight's group of friends saw how disappointed some ponies were that their decorations and set ups were all ruined, their hard work gone to waste.

"Goodness gracious!" Rarity spoke horrified, and looked around in seeing some ruined works of her's all scattered, much to her heartbreak, "My stylist dressers; my decorative de-cora! Haaah, even my lovely touches to this place! RUINED," Rarity yell out from so much gasping until... she fainted from over shock.

"My Apple Family's Apple Meals," Applejack yelp to inspect the destroyed Apple family's supplies of apples to meals made with apples, "Every one of them's been either trashed, or in some case, looked to have been eaten." The cow-girl pony stated with a puzzled face, it's like some wild animal came through here.

"AHHHHHHHHH..." Then there was a scream that alerted everypony, and they knew whose voice that was.

"Pinkie Pie; what happened?" Twilight Sparkle turn her head where she and the others saw the pink pony with a gapping mouth expression at what she was staring at.

"Waahahahaaaaah, all the party games I set into place are broken!" Pinkie Pie let out tears of sadness as her friends saw so many fun games, some more fit for little ponies, but there were other fun activities except they were smashed all over. "It was going to be so much fun, there was even dancing and singing involved! What kinda party is there without games?" The pink pony gaze to her friends who yelp at how much freaking out their friend was over doing this.

"Um, just a party without games," Spike slowly replied puzzled to reply an answer, too bad that was a bad calling with this one pony.

"EX-ACT-LY," Pinkie Pie scream right in front of Spike's face that was so loud, her voice ended up forcing the little dragon to fall off his balance backwards.

"Ouch, but what coulda caused so much damage?" Spike asks from standing up, trying to recover from Pinkie's loud outburst. "Unless it was by accident, think Derpy might have been here?" The dragon asks puzzled if the more accidental pony might have just pass through.

"No chance Spike! Fluttershy & me were with her during a Pegasus conference on how we'll perform for the festival. This stuff must have happened while we stayed up to plan everything before hitting our beds." Rainbow Dash protest the idea, stating that her, Fluttershy, even Derpy were with other Pegasus the whole time, giving them all alibis. "Besides that, she woulda told us if she done something by accident and needed help fixing it!" The dare-devil pony stated that knowing Derpy, if she caused a mess this huge, the Pegasus pony would have asked for help so it could be fix so no one would be upset.

The group did see Derpy pass through, trying to help bring a wagon of boards and tools to some ponies. But as she pulled too hard, the wagon hit one side of a loose wooden pole that brought a wrecked tent down on some ponies. They gave this crossed-eye pony the glare, but Derpy just smiled sheepishly for her mistake. But this was proof enough to Twilight's group that even Derpy wouldn't have caused this much trouble, all while the little fillies seemed... on edge.

Fluttershy was near some animals, she listened to them before looking to the others a bit cautious.

"Some of the animals say that their night friends saw something strange enter Canterlot, but they didn't see it because it was too dark. Some were somehow frightened by the appearance, almost like it was something not natural." Fluttershy spoke a bit slowly, carefully, yet worried in what she told her friends. Whatever came around Canterlot seem to even give her a tiny gulp from her neck in finding it all too scary.

"Well, that's a start, so whatever happened here, was started around the night time. Maybe Princess Luna could tell us if she saw something." Applejack state with the little evidence, though not enough, gave them an idea that it's a creature that works in the night.

"But what kinda creature would destroy such... beautiful decora?" Rarity almost spoke but used her magic to held back tears while whimpering a bit on how ruined her work was.

"Maybe it's the Timber Wolves who are the culprits!" Rainbow Dash was the first to point out the accusing finger in who's to blame.

"Naw, don't sounds like them. Everypony in 'dis whole place would have heard their howling fer miles away." Applejack rejects the idea, the wolves maybe night predators, but they give a 'call' when they act.

"Wait! I got it! It's some party ruining menace going around to stop us from having fun! The fiend," Pinkie Pie spoke out in clear serious mode from figuring out who the true culprit was and what its mission was.

"Pinkie Pie, I doubt that's even close to who or what we're talking about." Twilight Sparkle raised an eye before shaking her head at such a silly idea, she just found her group of friends and from the look her eyes gave she hadn't been able to rest at all.

Suddenly, Fluttershy noticed that the CMC group of Apple Bloom, Scootaloo, Sweetie Belle, even Nyx was being very shy from speaking from what they were seeing here. "Are you all okay? You seem almost as quiet as me during this whole time we were talking." The shy pony knows that such situations can make some pony feel scared, or sometimes, nervous about something that's being kept hidden.

"Oh, it's cause... um... girls." Sweetie Belle tried to think up something but was getting nothing at all.

"We're... trying to do that Quiet Game you told us that one time!" Apple Bloom state out all of a sudden, using that as an excuse for why they were being so very quiet.

"Yeah, we're trying really hard at it. Right Nyx," Scootaloo nod with a fake smile before nudging Nyx, who seem distracted, to wake up in hearing that.

"Um... right. That..?" Nyx slowly responded in seeing what the fillies were trying to do as they all felt like they themselves shouldn't say what they saw last night.

"Oh, I see." Fluttershy made a little smile in hearing this; she was also very surprised to hear this. The last time she tried to have the CMC play the quiet game, it didn't go too well.

"Uh, what's 'dat?" Applejack asks as she points to something nearby.

Twilight turns and gasps. Some of the ponies gather to what appeared to be a huge hole in a building wall. It appears to be in the shape of some sort of monstrous pony. The Pegasus guards push through while stating, "All right, move aside, move aside! We need to get some evidence from the crime scene."

"One thing for sure: whatever came out last night is a pony... but a monster! Or Two!" Rainbow exclaims. The gang couldn't help but notice how Twilight appears to be pale from the sight of the hole. She knew what had caused this, and there was no denying it. The Demon Pony and The Mini-Were Mare had returned.

Celestia ordered a Canterlot meeting to discuss the attack from last night. Some of the ponies were in an uproar that their hard work was ruined by some sort of monster. The Mane Six, the fillies, Spike, Shining and Cadance are with the princesses up front.

"Everyone, calm down; everyone," Celestia calls out, trying to get everypony's attention but they kept on talking so loudly, it's hard for her to talk.

"Wow, I haven't heard this much uproar since Rainbow Dash insulted the Twilight book fans!" Rarity exclaims while Rainbow roll her eyes at this comment. The Pegasi's comments during one of her e-mails got her banned from Transylvania and got her into a bit of trouble.

"EVERYONE BE SILENT!" Princess Luna booms out her Royal Canterlot Voice, causing everypony in the room to be silent. Well, almost.

"...and then I said, 'oatmeal, are you crazy?'" Pinkie remarks, unaware that everypony is silent. That is until she notices and looks sheepish. "Oh."

"Thank you, Luna." Celestia said in relief. "Though I think you came in a bit strong with your voice."

"Forgive me, Tia, but the coffee you gave me got me on the edge." Luna admits while drinking some more of the coffee in a mug floating via by magic. "Kept me up all day but difficult for me to keep track of the night."

"Ahem, all right, listen. I know you all have complaints about the damages that happened last night. So please issue them out now so I may hear them."

"Some monster came into the night last night and destroyed our hard work!" One pony cries out.

"And eaten our snacks and cause property damage!" Another pony complains.

"Where was the Royal Guard? I thought we were supposed to be protected from something like this again!" Twinkleshine complains.

"Look, it isn't our fault. This happened right under our noses!" Shining explains, defending himself and his troops. "It's like some sort of wild animal came throughout the shadows and knew his way through Canterlot without detection."

"It wasn't an animal; it was a pony like monster!" Joe exclaims in terror as he drops some of the pastries that the Demon Pony snacked on that has huge bite marks. "My place of business got ruined! I saw it! His fur is black as midnight; he has red burning eyes and has teeth like a wolf! I was likely to get out of that confrontation with my life! And there was another a lean matted fured pony with lilac eyes, wolf like teeth, a navy blue, rose and lavender mane with a tail to match and a dark lavender coat."

"What kind of creature is that?" Cadance ask in shock and bewilderment. Twilight's friends of course notice that she is beginning to gets more pale than ever; Suspicious.

"It's not such a creature, it's a demon!" A familiar voice cries out. The ponies saw Nexus coming in with a grim look. "It is a monster that once attacked Canterlot before in the past. And now, it has returned to plague and terrorize us all!"

"Ugh, what's Nexus doing here?" Rainbow groans a bit. The Pegasus pony barely trusts that guy after his involvement with the Nightmare Moon cult.

"Relax, Rainbow Dash, Nexus wasn't really behind his actions none during 'dat time." Applejack reminds Rainbow seriously.

"I still don't like what he did."

"Are you sure, Nexus?" Celestia ask, concerned for some reason.

"I am positive! The monster has eyes that looks like the devil of Tartarus itself can pierce right through your soul!" Nexus exclaims grimly. "No unicorn magic can pierce it and once it gets you, you cannot escape! His rampages and viciousness knows no boundaries! Prepare to repent for whatever trouble you have caused and beware, less you suffered the wrath of... the Demon Pony'!" And there's another, it's a lean matted fured pony with lilac eyes, wolf like teeth, a navy blue, rose and lavender mane with a tail to match and a dark lavender coat. The Mini-Were Mare!"

The Pegasus guards removes a sheet off a sketch that shows the monster pony hole that Twilight and her friends has saw. That, along with Nexus's warning, is enough to cause most of the ponies in the room to scream and preparing to run in terror.

Suddenly a gunshot is heard, quieting everypony down. An annoyed Shining snaps, "Okay, who fired that shot?"

Everypony saw Boris and his goons coming into the room, the red stallion is the one using his magic to fire the shot to quiet everypony down. An annoyed Celestia said, "Boris, I told you not to fire that thing indoors."

"Forgive me, princess, but it's the only way to calm everypony down. Now, honestly, 'Demon Pony'. Sounds like Nexus here is still recovering from being Nightmare Moon's own stooge," Boris chuckles making Nexus frowns a bit. "Or am I the only one who hasn't forgotten that she is in the room now?"

"Hey, my name is Nyx! Not Nightmare Moon anymore, you creep!" Nyx snaps to Boris in annoyance.

"Whatever. No, these damages are caused by something other than a myth. I mean, demon pony, really. It's probably caused by Nightmare Moon herself."

Some of the ponies begin to mutter as if taking what Boris said in consideration. Cadance in annoyance points out, "Boris, my aunt told me that Luna took her powers and her own memories back from Nyx. The little filly isn't even much of a threat to cause all these damages last night. And even if that wasn't the case, since Twilight here is her mother..." Twilight nods in agreement at that. "...I doubt that Nyx would disappoint her by causing the damages now."

"Right, unless you have some proof that Nyx has become a terror again." Twilight said to Boris seriously. The stallion looks dumbstruck. To be honest, he doesn't have any proof of his accusations against Nyx at all that she was behind the rampage last night.

"Looks like they got you there, Boris," Boxco comments making Boris glares at him.

"Well...okay, I am not stubborn to admit when I was wrong." Boris remarks with a shrug. "These damages were caused by some sort of monster or..."

"A Demon Pony," Nexus snaps as he confronts while holding a part that has claw marks on it. "Have you forgotten that you reported this creature as a colt years ago!"

That night, the Mane Six, Spike and the CMC arrived back in Twilight's parents' house, the purple unicorn having vanished as everyone else start packing essentials needed for tracking the Demon Pony.

Early...

"Okay, we will need ropes, some cages, and what we normally use to track down and stop any threats to Equestria." Twilight said sternly.

"Twilight, forgive me but is this matter is to save Canterlot or a personal matter?" Fluttershy ask Twilight. "Of course, if you don't want to say, that's fine."

"That is fine, okay?" Twilight ask with a groan. "But if you must know: this is indeed a personal matter!"

"Whoa!" Rainbow exclaims in shock and surprise, "A personal matter; with some creature that scratched that bully's face?"

"Twilight, when would yew care about 'dat?" Apple Bloom ask Twilight skeptically.

"Look, I don't care about Boris's scratches! This is a different personal matter!" Twilight snaps to her friends sternly.

"Shucks, whatever it is, doesn't make any difference any." Applejack remarks, not seeing how this is personal to Twilight.

"You don't understand!" Twilight cries out with tears in her eyes. "Ben was taken by that monster!"

That got the other ponies and the dragon to gasp in shock and horror; Twilight's old boyfriend taken by the Demon Pony?

"Wait; wait, is that how Ben disappeared, mommy?" Nyx ask Twilight in shock, "Because he was spirited away?"

"Right, Dum-Dum said that a colt was 'spirited away' years ago... and it was Ben!" Twilight explains with a sad sigh. "That incident led to me not making much friends until I met you girls."

"Well, that explains some part of your past that you refused to explore." Spike remarks with a frown. Twilight pretty much prefers to not speak about that part of her past as it's too sad to talk about.

"No wonder you were neglecting us at first!" Rarity said in shock and sympathy.

"How did that happen?" Rainbow asked in concern.

"I... I saw it myself years ago. It was on the night after I got my cutie mark and became Celestia's student..." Twilight sighs in sadness as she goes into a part of her past, once that the mare tries not to reveal until now...

Twilight was so excited. She is now Princess Celestia's student. Oh, what an honor to be one! Her parents and brother were excited as she is.

Before Twilight went to the school for her fateful exam, she met up with Ben and arranged a special meeting at a certain part of Canterlot so that Twilight will give him the good news as well as her answer.

"Oh, I can't wait to tell Ben." Young Twilight said in delight. "He's going to be so happy... and much more, once I give him my answer."

Twilight found the place where she and Ben were going to meet. She chose the nighttime, because the filly found it to be a romantic moment to be with him... alone.

Of course, Twilight looks around in a puzzled matter. Strange; Shouldn't Ben be here by now?

"Ben? Where are you?" Twilight asked in concern.

Twilight looks worried. Have Ben forgotten or was threatened by Boris to not come? Just then, a crashing noise is heard, making the filly turn in alarm.

"W-w-who's there?" Twilight asked in fear, "Ben? Is that you?"

Suddenly, something lands in front of Twilight, startling the filly. She looks up and gasps in terror as Twilight saw some sort of furry black huge pony with red eyes, wolf-like teeth, a black mane and a black tail.

The creature turned to Twilight and noticed her. He appears to be growling, shaking the poor filly up. What is this creature? What does it want?

The creature advances on Twilight who protested, "No... no, don't!"

The whole thing was too much for Twilight to take. She faints to the ground floor, her vision fades as the monster look over her...

"After I woke up, I found out that Ben was reported missing by Boris, spirited off by the monster who scratched the bully's face." Twilight explained sadly, "That was why I decided not to make any more friends for a while, until I met you guys back in Ponyville." A look of determination came onto her face as she said, "And now I'm determined to take the Demon Pony to either avenge Ben or find out what exactly happened to him."

"Twilight... we understand." Rainbow said with a nod. "And we wanna help you."

"Right, we will at least help yew track 'dis Demon Pony down an' see if it knows anything about Ben." Applejack remarks with a smile. "We are wit' yew thick an' thin."

"Yeah," Pinkie exclaims with a smirk. "Don't count me out of this party!"

After that Twilight went upstairs only she didn't come back, the girls checked her old only to find it empty and deserted. Twilight was missing... again.

"Yeah," Nyx and the CMC exclaims excitedly.

"Sorry, you fillies can't come." Rarity said sternly to the disappointed fillies.

"Awww, why not?"

"You know why! It's too dangerous and that Demon Pony almost killed you last night."

"Spike, watch the girls." Rarity said to Spike as she gets the final preparations done. "Don't let them out of the house for any reason."

"Ugh, great. I've always been left out of the cool stuff." Spike groans a bit. Great, Twilight and the Five of the Mane Six are going after the Demon and he's stuck being the foalsitter!

Oh, well, that's life!

"Who does that filly thinks she is?" Boris groans as he sat in his chair at the Canterlot pub. His minions come to him with mugs of Apple Cider. "That's the second time that Twilight has humiliated me in public. No one does that to Boris."

"You're so right." Boxco said with a sigh as he gave a mug to Boris.

"First, I was almost scared out of my mind. Second, I was denied my hunt! It's too much to bear!"

Boris tosses the apple cider mug into the fireplace, causing a blaze. The red stallion got out and heads to the door as Dum-Dum ask stupidly, "More apple cider?"

"What's the use? It won't help now." Boris groans as he leaves the pub. The hunter decides to get out to clears out his head.l Not like he got anything planned for right now anyway.

As Boris heads away from the pub, he heard a voice, "Ahem." The stallion turns and saw a cloaked figure nearby, "Greetings. Do you wish to have that mare for the rest of your life?"

"That depends. Who are you?"

"My name is not important and..." The cloaked figure then took off his hood to show his face. Of course, we don't see it but Boris does, much to the stallion's shock and alarm.

"Wait, hang on!" Boris exclaims in shock. "You look like..."

The figure silences him while putting his hood back up before Boris could say the name. He then continues, "Listen; to win Twilight, you must destroy the Demon Pony. Do so and you will be seen as a true hero and have what you want."

Boris asks, "Why should I take orders from you?" Why should he, the greatest hero in Canterlot, take orders from someone like... him?

The figure's claws begin to crackle and he zaps Boris with lightning until the jerk exclaims, "Okay, okay, I will do it!" The cloaked one let up his attack, making the red stallion groans. "Perhaps I will find a way..."

As Boris leaves, the figure chuckles and states, "What a fool... That ego of his is bound to get him killed. But still, if he takes down that beast before should he dies, that means two other wastes of space are out of the way." He then summons a sphere in his hand which shows Twilight.

"Twilight Sparkle, faithful student of Princess Celestia; Bah," The figure mocks the unicorn as he crushes the orb. "You will join Starlight soon enough." As green fire surrounds him, the figure adds quietly, "And MY brother..."

The cloaked figure disappears as if there's no trace of him at all...

Chapter 6: First Confrontation

"Okay; that should be everything." Mr. Sparkle said as he gave the last of what they need to Twilight's friends. "You girls should be set."

"Right; we y'all got some Demon Pony butt 'ta kick." Applejack remarks with a grin.

"But you sure that you girls wanted to do this; That Demon Pony thing caused a lot of destruction last night. This isn't like what happened years ago."

"Fine, we will be fine. It's just a tracking and hunting mission." Rainbow assures Twilight's parents with a sigh. Just what she doesn't need: worried parents. "Nyx and her friends should be upstairs with Spike."

The Mane Five's group quickly took their leave on finding the Demon Pony and the Mini-Were Mare.

Mrs. Sparkle sighs while saying, "I just hope that this tracking this Demon Pony and Mini-Were Mare thing didn't end badly for our daughter's friends."

"I know, especially since how Twilight was effected when confronting that thing the last time." Mr. Sparkle mumbles in agreement.

"Ah still find it unfair 'dat we have 'ta stayed here instead o' helping." Apple Bloom pouts as she and her friends saw the Mane Six heading out of the place. They want to at least help out in capturing that Demon Pony.

Spike was in another room getting some books for the girls to read to keep them out of trouble. Sweetie sighs while saying, "Yeah. I mean, how can we find our cutie marks and help find Ben if we can't get involved?"

"Well, we don't wanna get into trouble by upsetting mommy and her friends now." Nyx groans a bit while sitting on her mommy's bed. "But anyway, what could we do?"

"Stay out of trouble, I guess."

"No!" Apple Bloom exclaims with a frown. "If mah sis an' her friends git into trouble, we wouldn't forgive ourselves if we ain't there 'ta help! After y'all, every bit helps!"

"She's right, why Rainbow Dash wouldn't be able to fight that thing alone!" Scootaloo exclaims with a smirk of agreement. "I say we go out there and help!"

"But Spike is watching us." Nyx points out with a frown. "And I doubt what I did to mommy's owl before I sneak out to see the place would work."

"Awww, leave it to me." Sweetie said with a smirk. "I know how to get through to our Spikey-Wikey as Rarity would call him."

"Okay, it should be sunset." Rarity said as she saw the sun now setting. "Princess Luna should put the moon up any moment now. Now we will head to different parts of Canterlot. We will have to report in at certain times or if we find anything."

"Right; I hope we can get this done. I still need dresses for us to wear to the festival." Rarity said with a sigh. After all, what's the point in going to a festival if there aren't any dresses for her and her friends to wear?

"Rarity, unless we stop this thing, finding a dress will be the least of our worries."

"Oh, right. That's true too."

"Wait!" A familiar voice booms out. The girls saw Shining and the guards approaching, making Rainbow groans a bit. Their appearance is no coincidence.

"Shining, Twilight told the princess and made it clear that we can find the Demon Pony and Mini-Were Mare on our own." Rainbow said to Shining sternly.

"I know, I know, but Princess Celestia insisted." Shining explains a bit concerned. "She appears to be wanting this Demon Pony and Mini-Were Mare captured as you are. I don't know why. She has been a bit... determined as you are to get it."

The sisters look puzzled. Celestia wants the Demon Pony and the Mini-Were Mare taken down like Twilight does? Why the sudden interest? Perhaps it's because that the monster spirited off one of her subjects from years ago?

"Still, can't you trust us to do this?" Rainbow asks Shining with a sigh. She thought that Twilight's brother would trust his sister again after the incident with the Changelings. Let alone her friends.

"At least let some of my guards go with each of you're her friends." Shining insists. "After all, the more, the merrier and not to be overprotective, but I feel concerned for you right now."

"Well, it does right feel right if we got some help." Rarity said with a sigh. Rainbow notes how her friends agree with Shining's suggestion before sighing and looking down. No point in trying to convince anypony else otherwise.

"Fine, fine, but if anypony sees these things, be careful. Magic can't harm them in anyway." Rainbow warns the others. "This isn't your normal fight in Canterlot or anywhere else."

Shining nods as he begins assigning guards to each of the Mane Six, the brother chose to be the one helping his sister.

Hopefully this assignment will end up turning out good tonight and not in a bad way.

"Wow, good idea, Sweetie," Apple Bloom exclaims as she and her friends, wearing their CMC capes, rush through Canterlot in hopes to catch up with Twilight's group. "I didn't know that Spike went out like that."

"It's a tactic that I saw my sister do." Sweetie said playfully. "Tempts Spike with some jewels... but added some sleeping powder from Twilight's stuff for this one. That little guy went out like a light!"

"Shucks, didn't know 'dat dragons could fall just like 'dat."

"Hey, isn't that Derpy?" Scootaloo ask curiously. She and the others saw Derpy carrying a huge bag as if about to make a delivery. One of them is marked to 'Zecora'.

"Zecora; Perhaps she knows about the Demon Pony." Nyx said thoughtfully. After all, Zecora has been known about everything dark, spooky and magical. If anything, she could tell the girls about the Demon Pony or the Mini-Were Mare and where they live. "Come on."

"But we would be leaving Canterlot! And what about my sister and the others," Sweetie ask Nyx in concern. After all, isn't it the idea to follow Twilight's group?

"They can take care of themselves. Come on, before Derpy leaves."

Quickly, the fillies sneak into the big bag without Derpy knowing. They held on tightly as the goofy Pegasi flies into the air with some uninvited passengers..

It was nighttime as Rainbow and some of the guards look through a part of Canterlot, glancing around. The Pegasis poke into her headset, "Rainbow 5 to Rares, no sign of monsters here over."

"Rainbow Dash, you can just use our names, you know." Rarity's voice spoke in irritation to Rainbow.

"Come on! What's wrong with using call names? They make us look so important and cool!"

"Ugh, at least just use our favorite names and just report anything unusual."

"Yes, darling." Rainbow mocks Rarity while turning off her headset. Some of the guards chuckle a bit at this.

"All righty, games ruiner," Pinkie growls as she crawls forward like a pony commando, "No one destroy games and ruin fun for everypony and gets away with it; Time for Pinkie Pie to show you why it's never wise to get on her bad side."

The guards look at Pinkie skeptically. They hate to see what 'bad side' that the Earth pony is referring to.

"Rarity, this is Applejack, do you see anything?" Applejack calls Rarity over her own headset while Shining and some of the guards with the unicorns watch.

"None yet, Darling; I did see some jewelry in a local store." Rarity's voice answers on the headset. "Is it all right that tomorrow that I do some shopping and..."

"Focus, Rarity, focus! If you see the Demon Pony, don't try to fight it. Call for help. And if you must do so, then fight with extreme precaution."

"You must be very determined to deal with this guy, Rares." Shining said to Rarity in observation. "Not much like the princess does. I have never seen any royalty get so uptight over one big monster or two."

"You know why I am determined, Shining! It is destroying a very important day in Equestria and is threatening the ponies of Equestria!" Twilight explains to her brother in frustration. "I won't let it do so again!"

"It's about Ben Mare, does it? When he disappeared?"

"...yes."

Shining sighs, patting Twilight on the back while saying, "I know how you feel, sis. I miss him too. I sometimes wonder what would happened if he wasn't taken by that Demon Pony that night years ago. He's like a little brother that... we..."

Twilight sniffs a bit while nodding to Shining, saying, "Yes, yes, I know..."

"Look, don't let vengeance run your life, Twily. Otherwise, the Demon Pony or the Mini-Were Mare could conquer you easily."

"I promise that I won't."

"I better check in with AJ, Pinkie and Fluttershy. See if those three has seen anything left." Rarity said after that conversation crossed her mind.

"Wow, is it just me or is this bag more heavy than usual?" Derpy ask confused, knowing how heavy that the bag is getting. The cross eye Pegasi is having more difficulty than ever carrying the mail away from Canterlot.

"Sorry, we didn't mean to." A familiar voice spoke out, making Derpy a bit spooked and almost made her drop the bag.

"Argh; who is it? Who's there?"

The three fillies poke their heads out, Apple Bloom grinning while saying, "Sorry about 'dat, Derpy. We were done hitching a ride."

"Oh, hi girls," Derpy said in surprise. What are the CMCs doing in her mail bag? "What are you doing in there?"

"We saw that one of the mail is being delivered to Zecora." Nyx said to Derpy with a hopeful look. "Can you let us go with you to see the zebra? She may tell us about the whole Demon Pony and Mini-Were Mare conflict."

"Don't know if that's a good idea. I mean, I could get into trouble for something happening that wasn't partly mine to blame." Derpy saw the four fillies give her 'puppy-dog pouts. That's enough for her to reconsider, "But why not? I will need to watch over you to make sure that you don't get into trouble without adult supervision."

"Yeah," The fillies cheers as they hang onto the bag to continue their ride. The CMC are on their way to see Zecora! Perhaps now, the mystery of the Demon Pony and Mini-Were Mare will be solved a lot faster!

"Oh, be careful, dear." Fluttershy said to a little rat as she helps it on its way. Some of the guards are with her. "No need to get trot down."

Fluttershy's group turn a corner... and the yellow Pegasus pony gasps as she saw something chewing on a chain nearby; It's the Mini-Were Mare! The monster broke the chain, causing a cart to fall over.

"Uh, Rarity," Fluttershy spoke into her headset nervously. "I found the Mini-Were Mare."

"Really," Rarity's voice spoke in surprise. "Don't make any sudden moves. What is it doing?"

"It just broke a chain...now the creature is looking over here." Sure enough, the Demon Pony turns and saw Fluttershy and the guards. "Oh dear, I don't know what to do."

"Do not try to confront that monster, repeat, don't confront it! Tell us where you are and we will get over there!"

Before Fluttershy would give out the coordinates, the guards took their weapons out which one of them yelling, "Halt! Don't move!"

"No!" Fluttershy exclaims in horror. The guards charge at the Mini-Were Mare, preparing to attack. The monster snarls as she knocks him aside with one swipe of her clawed hoof then howls into the night sky.

Fluttershy gasps as the Mini-Were Mare is heading towards her now.

"Please don't eat me!" Fluttershy cried as she braced herself for her doom.

The monster glances at Fluttershy... then jumps over her, rushing away. The Pegasus pony shivers in both surprise and fear. Apparently, it wasn't going to eat her or something. She sighed in relief as she recovered.

"Did you get any word from Fluttershy?" Rarity asks as most of the girls reunite and head over to a part of Canterlot where Fluttershy should be at.

"I don't know. We got cut off before she could tell me!" Rainbow explains. "I think that monster has gotten to her."

"No way, we would've heard Fluttershy's unmistakingly screams or whining." Pinkie adds while on air (running in air).

"Boys, prepare yourselves. We don't know what we're getting into here." Shining ordered his guards sternly.

It didn't take the groups long enough to find the Mini-Were Mare. It smashed right out of a window nearby, landing right in front of them.

Rarity's group gasps as the white unicorn gulps in concern. This is like Twilight had described, what happened years ago on the night that Ben was taken!

"I'll get her!" Pinkie said in determination as she brings out, from out of nowhere, her Party Cannon.

"Where did yew put 'dat thing?" Applejack asks Pinkie puzzled. Her Earth pony friend appears to have brought that thing from out of thin air.

"None of your dang business, AJ," Pinkie answers Applejack while aiming her Party Cannon at the Mini-Were Mare who looks at it funny. "Now eat party, party ruiner!"

BAM! The Mini-Were Mare was hit in the chest by the blast of Pinkie's Party Cannon, much to her own surprise.

"Nice work, Pinkie." Rarity comments as the Mini-Were Mare got back up, "Looks like she's not done yet."

"Marco!" Pinkie exclaims as she fires her Party Cannon a few times, some shots hit the Mini-Were Mare, some didn't. Of course, the monster didn't bother to say 'Polo' right back. She questions the creature by saying, "Gee, you must not know the game. You need to say Polo when I say Marco."

"How can I? I haven't even played a game like that before!" The Mini-Were Mare growled to Pinkie Pie in annoyance.

"Hey, it can talk!" Pinkie Pie exclaimed, impressed. "I thought it was one monster that can growl and stuff."

"Then I bet you don't play this game either!" Rainbow shouted towards the Mini-Were Mare before she flew into the air in fast speed.

The Pegasus flew downward quickly at her opponent. The Mini-Were Mare jumps out of the way, dodging Rainbow who flew back into the air. She glanced at the Pegasus who flew back into the air.

"What are you doing?" The Mini-Were Mare asked Rainbow in disbelief. "Are you trying to be a pony missile or something?"

"Yeah, maybe I am and I just found my target: one crushed Mini-Were Mare!" Rainbow taunted as she dives at the Mini-Were Mare.

The Mini-Were Mare, of course, stepped out of the way, causing Rainbow to miss her and hit a hollow tree. The blue Pegasus pony cringed as she fell backwards to the ground.

"Oh, watch out for that tree, George." The Mini-Were Mare chuckled to Rainbow who looks upward in a daze.

"All right, you beast; Now it's my turn!" Rarity shouted as she charged towards the Mini-Were Mare.

The Mini-Were Mare quickly dodges any punches that Rarity is giving her way. Once she stops, she roars right in her face, causing her mane to go flying back a bit. Once the Mini-Were Mare has stopped, Rarity's mane is one huge mess.

"Aaaah, my mane," Rarity cried out in shock and horror.

"Look, I don't want to hurt anypony!" The Mini-Were Mare snarls as he backs away from the group. "So leave me alone! I won't guarantee that any of you will live if you try to fight me!"

"Not if we tie y'all up, ya varmint!" Applejack shouted before she grabs her rope lasso and starts spinning it.

The Mini-Were Mare looks astounded and confused. Why doesn't she want to fight these mares? They were her friends... The monster begins knocking down some trash cans as she prepares to run off. Applejack throws the rope and caught her.

"Hee-haw," Applejack laughs as she rushes at the Mini-Were Mare and slows her down. She tackles the creature and hogties her. "Now 'dat's how yew hogtie a critter."

"Well, nice work, Applejack." Rarity groans while combing her hair with a brush, "Though I wish that you stepped in earlier! I got a big mess of a mane to work on."

"Eh, yew an' 'dat hair o' yers." Applejack remarks with a chuckle. "So ..."

The Mini-Were Mare growls in anger, breaks free from the rope and stood up. Applejack turns and yelps a bit before the creature knocks her aside with one paw, knocking the Earth pony to the ground in a daze.

The Mini-Were Mare raised her head, letting lose a loud, bone rattling, ear bursting, howl. Suddenly, as by magic there came a howl that was a bit louder then the Mini-Were Mare's own. The ponies stood stalk still, when howl's source jumped, or rather landed into view standing defensively in front of the Mini-Were Mare, more specifically in a combat crouch.

Unknown to the group, a familiar Pegasus pony is arriving on the scene with four fillies on their back. They came back from visiting Zecora, who promised to come to Canterlot soon when they saw the fight.

"Uncle Shiny needs help." Nyx said in concern. "Derpy, can you..."

"No problem!" Derpy exclaimed as she dive-bombs towards the Mini-Were Mare to tackle her as a last-minute rescue.

However, the Demon Pony seems to have good ears as he tackles the Mini-Were Mare out of the way, causing them to miss and crash while scattering across the ground, looking dizzy and moaning from the impact.

"Sweetie Belle, Apple Bloom, Scootaloo, Nyx?" Fluttershy asked in shock and surprise.

"What are you doing here? You are supposed to be at Twilight's home!" Rarity protested to the fillies.

The Mini-Were Mare sighed a bit then saw her brother crawling away from them. At least he's safe, now the Mini-Were Mare is face-to-face with a friend turned nightmare from her past.

The Demon Pony turns as the Mini-Were Mare leans down, ready to pounce. The two appears to be at some sort of standoff, ready to make the first move of attack. Of course, the Demon Pony stops and looks a bit surprised.

The Mini-Were Mare notes how the Demon Pony is reacting to facing her. Does he recognize her from last night; most likely; this creature would go after her now. Yet... the dark lavender coated mare turned monster feels like she shouldn't do anything... why is that?

Nyx, recovers, notes how the Mini-Were Mare is just standing there as if frozen on the spot. The little filly looks at the eyes on the she-demon, they held all the feeling as her adopted mother, that's then it made sense to Nyx. "Mommy?" The Demon Pony reacts to that in both surprise and disbelief.

The Mini-Were Mare of course didn't move or respond. She just stares at the Demon Pony, the same one who took Ben Mare years ago... yet something about him makes her want to not want to attack the creature...

Suddenly a shot is heard as a bullet almost hit the Demon Pony and the Mini-Were Mare. The two snaps out of whatever trances they got. Nyx gasps and saw Boris shooting at the monsters. Boxco, who is with Dum-Dum watching this, cheers on, "Yeah, boss; you got them trapped like monkeys!"

"Trapped like rats, you moron!" Boris snaps as he opens fire at the Demon Pony and the Mini-Were Mare. The monsters growls as they jump. One of them jumps forward, and the other jumps backwards in back-flip to dodge the next bullet, the Demon Pony lands onto a table, and the Mini-Were Mare lands in the shadow of the tree that Rainbow Dash crashed into earlier. The Demon Pony dodges the next shot by the hunting unicorn in time.

In his next pounce, the Demon Pony unknowingly knocks into the Mini-Were Mare, who had leapt in front of Nyx in case Boris wanted to take aim at her. The Mini-Were Mare screams as she fell right into a huge hole nearby. The Demon Pony, seeing this, gasps in horror of the error he had made. "Twilya!"

Twilight lands in some sort of sewer. The unicorn groans as she got up and looks around. Yuck, what a stinky place! No wonder the ponies of Canterlot hate coming down here! Twilight looks around, glancing upward. There doesn't appear to be any other way out of here.

Twilight then heard a noise, turning and gasping in terror as she saw a bunch of slithering objects heading to her. The Mini-Were Mare reacted like saying this...

"AHHH; SNAKES; SNAKES," Twilight screams in terror as she backs herself against a wall.

Yes, there are snakes in the sewers of Canterlot and unlike the tame ones back in Ponyville, these guys are monsters! The little filly remembers falling in a hole years ago that has a lot of snakes! Scarred her for life! If it weren't for Shining, poor Twilight would've more than just scared!

The snakes hiss as they surround Twilight, too tired and scared to use magic to escape or fight back. It looks like the she-demon has seen her last fight or adventure. How humiliating that her next celebration of the founding will end up with her being snake food!

But then something unexpected happened: as a snake lunges at the scared Twilight, a familiar monster lands in front of it and grabs the creature. The Demon Pony roars in its face and toss the snake away.

Twilight gasps as the Demon Pony stood in front of her as if protecting her from trouble. The snake hisses as they attack the one trying to get in the way of their meal. The Demon Pony knocks the creatures aside quickly, hitting any that tries to get by him and to get to Twilight.

"Get out of here, there's an opening to the side! Move," The Demon Pony growls to Twilight as he kept fighting off the snakes. The Mini-Were Mare stood here, looking unsure. "JUST GO!"

Twilight nods as she quickly runs off. Sure enough, there's an opening nearby to the side alright. The Mini-Were Mare got in it then stops to look at the Demon Pony who kept fighting off the snakes. Some bit him but luckily they aren't poisonous.

After knocking the last snake down, the threats hiss in pain and slitters off quickly. Soon only the Demon Pony is the one last standing.

The Demon Pony groans a bit. Twilight looks dumbstruck but decides to take her leave. Hopefully this opening can take her out of this sewer and away from anymore snakes... of course, the mare's mind is on how the nightmare from her past has just saved her.

"What are you thinking?" Rainbow screams in Boris's face back on the surface. The guards are searching the hole that Twilight fell into a few minutes ago but there's no sight of her. "You almost hit the Mini-Were Mare, you maniac!"

"And I thought the princesses made it clear that Twilight and her friends are doing this!" Shining snaps to Boris in annoyance.

"Come now, you think I want to hit the Mini-Were Mare? I was merely helping. That Demon Pony would've killed her if I haven't have acted!" Boris insists to the upset Rainbow and Shining. "Besides, from the look of things, I doubt you, your friends and those Earth pony filth were able to handle that thing."

"First, watch it with the remark towards my sister's Earth pony friends! Second, if the Mini-Were Mare's dead..."

The Mini-Were Mare, aka Twilight Sparkle, hesitates, wondering if she should tell her friends in the morning. That the mare was surrounded by snakes and how the Demon Pony... has saved her. Would they believe her?

The guards, seeing that it is safe, called off the search of the hole. One of them trots to Shining while saying seriously, "Sir, I'm afraid that the Demon Pony and the Mini-Were Mare are gone."

"Oh great, the Demon Pony is loose." Shining groans in annoyance before glaring at Boris. "Do you realize that thanks to you and your two idiots, that monster is still on the loose?"

"Hey, come on! At least we tried to help!" Dum-Dum protests to Shining innocently.

"Right, after all, you aren't the only ones who want that monster taken down!" Boris insists while checking his gun some more. "That Demon Pony scratched my face years ago. This is both payback and a way to save Canterlot!"

"All we know is that you almost hit my sister!" Shining exclaims to Boris angrily. "From now on, unless the princess said otherwise, you are not to interfere with the search. Otherwise, I will have you arrested for interfering with the law!"

"Come now, all because of one little mistake?"

"Make that a huge one!"

"Sweetie Belle, you and your friends were supposed to stay at Twilight's house." Rarity snaps to the guilty looking four fillies as the other mares glare at them. "What were you thinking disobeying us like this?"

"We were tryin' 'ta help." Apple Bloom explains to the Mane Six. "We just came back fro' visiting Zecora..."

"Wait, Zecora?" Pinkie asks in surprise. "What did you want to visit her?"

"We figured 'dat she knows something about 'de Demon Pony and the Mini-Were Mare. Zecora said 'dat she would come 'ta Canterlot soon."

"Well, come on." Applejack groans a bit as she glances at the damage on the scene, "Looks like we ain't going 'ta make any progress tonight. But when we git back 'ta Twilight's house, yew girls are in for a lot o' trouble!"

"Awww," Nyx and her friends groans as they and the Mane Five head on home. Looks like the first attempt to capture that creature didn't go very well indeed.

Twilight's mind is on what happened in the sewers. Why did the Demon Pony saved her life? It's supposed to be a vicious monster! This doesn't make sense...

"Blast it all, why do I bother trying?" Boris growls angrily as he and his minions head on home. Shining told them that he will inform Celestia about what happened tonight, especially the stallion's reckless action. "That monster..."

"Boss, who was that pony you were talking to earlier?" Dum-Dum asks Boris puzzled. He and Boxco saw the stallion talking to the cloaked figure before earlier.

"Okay, 1. He didn't give me his name, and 2, that was not a pony, you dope! Ponies don't walk on two feet and have claws. No, that was a... monster; A monster with magic skills."

"A THING; HOW DARE YOU!" A figure appears in a burst of green flames, shocking Boxco and Dum-Dum. "You, Boris, should be grateful that I gave you advice, you waste of creation," The scar over his green eyes glow in his rage.

"AHHH," Boxco and Dum-Dum scream in terror.

"Please forgive me: I was frustrated." Boris said to the figure with a sigh. "I didn't have much luck in killing that Demon Pony tonight. After the grief he gave me years ago..."

"Well, try again, try a new tactic if need be!" The figure snaps to Boris sternly. "Do whatever it takes if you want Twilight for yourself! Just don't insult me this way again!"

The figure disappears in a burst of green flames, Boris glares at where he was as his minions almost fainted. Looks like the villain will need a new tactic if he wants to kill the Demon Pony, the Mini-Were Mare and get Twilight to himself for good…

Prologue: Nightmares of The Past (Edited)

20 Years Ago...

It was thundering and lightning in the cursed place known as the Everfree Forest. It is usually crawled with monsters with no magic at work here. Not so long ago, a cult here was trying to revive one of the most dangerous creatures that Equestria has ever seen.

The cult was planning on resurrecting this creature with scraps of the being known as the Mini-Were Mare's fur, some ingredients and the blood of the holder of the strongest Unicorn Magic. Their ritual would've succeeded... except Princess Celestia, Twilight's teacher, and a couple of guards interrupted in time, chasing them off. It appears that the attempt to resurrect the Mini-Ware Mare has been foiled.

But unknown to everypony, even the cultists, something appeared that night...

In the forest, somepony was walking around, looking a bit scared. She appears to be a dark lavender with eyes that are moderate opal to Dark opal and a Light opal outside, a dark navy, violet, and rose mane, and a very dark lavender coat. The poor filly has no idea as to what she was doing in this forest or where she came from.

"Hello?", The filly calls out, getting scared and worried, "Anyone? Oh, is anyone here? Where am I? Oh, I found myself in a clearing and... oh! This is getting scary for me... where..."

Suddenly a tree branch is heard snapping, the filly gasps as she turns to the direction of the noise. Who is it? Could someone has found her and planning to bring the lost foal home? Or is it something out to harm her?

"Hello? Who's there?", The filly asks nervously.

Suddenly growling noises are heard as four wooden like creature called timberwolves appear, glaring at the filly. She gulps nervously. She has no idea who these guys are, but something tells the lost one that they aren't here to help!

The filly screams and run off with the timber wolves chasing her, obviously wanting her for dinner... literally! As it continues thundering and raining, the foal finds herself back in the clearing where she woke up at not so long ago but trip. The filly gasps as the timberwolves surround her.

"Please, don't eat me! I didn't do anything wrong..." The little unicorn whimpers a bit. But apparently, these guys do not care. They just want a meal. The filly screams as one growls and lunges at her, she prepares herself for her end. How terrifying that her arrival in this place ends up like this!

Suddenly, a vicious growling was growling was heard, scaring the frightened black filly but startling the timber wolves, especially when something knocks the attacking timberwolves away from the filly. She gapes as whatever it is knock the monster far into the bushes.

The filly saw the creature now growling at the remaining three timber wolves, covered in shadows though she can see some red eyes. The foal has no idea if it saved her from being eaten... or wants to eat her instead! One thing's for sure: she doesn't want to be caught in the crossfire!

The filly retreats to a single bush at the edge of the clearing, hiding and watchs as the shadowy creature fights off the timberwolves. She can only watch as her apparent savior knock them away, those monsters kept on trying to attack the creature for getting in the way of their meal.

But soon, the timberwolves whimper as the creature grabs one with his mouth and toss it at the attacking monsters. They got up and make a run for it. No meal is worth all this trouble!

The filly gulps as the shadowy creature sighs a bit then looks around as if looking for her. She hopes that he doesn't decide to look for her in this bush! The filly of course for some reason felt like whoever saved her wasn't going to eat her. She doesn't know why...

The creature then heads off into the forest. Either he has forgotten the filly or is looking for her elsewhere. The filly sighs... then cringes a bit. There are thorns in the bushes that she is hiding in, giving her nicks and scratches.

The filly was only there for who knows how long until somepony else has found her... one that will change her life forever...

Present Day

A 6 year old Twilight has never been so happy in all her life. She is now a student of Princess Celestia and gained her cutie mark all in one day! And it's due to some huge explosion that came from out of nowhere. Or maybe it's because that Twilight always have the magic inside her.

Whatever the case may be, Twilight and her whole family is thrilled: her parents and her big brother Shining Armor. Tomorrow, the unicorn filly will move into Canterlot Castle and be studying under Princess Celestia herself. Twilight of course wonders if she would be keeping that baby dragon, the one that she hatched. Celestia has been telling her that she has something to tell her once Twilight is all settled in.

"Look, I don't need help on that dream, okay? Let's go back to bed." Twilight said sternly while heading back to her bed. Spike sighs as he prepares to get back to bed himself. One of these days, that unicorn is going to tell her friends what happen.

"All right, fine, but I strongly suggest that you tell the others about this ASAP."

Spike heads into bed. Twilight sighs in sadness as she looks out the window. Why can't she stop dreaming about him? His disappearance has been haunting her ever since she was a filly.

"Oh Ben... where are you?" Twilight mumbles a bit as she heads off to sleep, hopefully without the same nightmare to deal with this time.