Shadow and Silence

by tweetybirdalpha

Rating: everyone
Tags: Princess Celestia, Main 6, My Little Pony: Friendship is Magic, Dark, Princess Luna, Original Character, Adventure
Length: 8644

A Unicorn unwittingly unleashes the spirits of Shadow and Silence, turning Equestia gray and mute.

A Unicorn unwittingly unleashes the ancient spirit of Shadow, turning Equestria into a gray wasteland. The Elements of Harmony team up with Princesses Celestia to stop the evil Shadow from freeing her sister, Silence, from the lowest level of Tartartus while tackling diabolical powers from the dawn of Equestria that were imprisoned within. Together they learn about how Equestria was made and just how powerful their bonds of friendship really are. OC Villains and a few minor OC ponies.

Published 2012-06-01 06:14:02 UTC
Last updated 2012-06-22 03:45:47 UTC

Shady's Shadow

Shadow and Silence
Chapter 1: Shadow

It was a bright, sunny day in Ponyville but then it was always bright and sunny in Equestria. The skies were full of Pegasi happily soaring across the sky while on the ground Unicorns and Earth ponies went about their daily tasks, basking in the warmth of Celestia’s sun. As perfect as the day was, it was especially perfect to one unicorn filly. This was the day she got her cutie mark. Not that she was aware of it, she was too busy sulking beneath a sickly looking tree, trying to avoid helping her twin sister prune it.

“Are you sure this is helping,’ Shady asked, looking up at the tall, drooping tree with disdain. “It’s just a stupid tree. And how can you tell anyways?”

Shady’s sister, Sunny, swooped around the tree, smiling happily. “Because that’s my special talent, Shady. I have always wanted to care for these beautiful giants!”

Shady watched her sister dance elegantly in the sky, her wings graceful and strong. She desperately longed to be up there with her, soaring freely though the white, fluffy clouds. Her mother and father were up there too, joyfully spinning around the younger Pegasus. Her father waved down at her and she waved back, smiling even though her heart felt broken. The pain was an old wound though, one she knew would never be closed. She was a Pegasus trapped in a Unicorns body without even a cutie mark to give her purpose. Her entire family had the ability to dance in the sky while the best she could do was imagine that kind of freedom. At times, it made her bitter towards her twin sister. “It’s not that special a talent Sunny, it’s not like you can talk to them or something,” Shady muttered harshly.

Sunny landed next to her moping sister. She wanted to be mad at Shady’s mean comment but she knew her sister was hurting even if she misinterpreted the reason. Unaware of her sisters wing-envy, Sunny thought she was just tired of waiting on her cutie mark. “You’ll find your talent, Shady. These things take time.”

Shady glared at her, annoyed. “Yeah but you got yours two years ago!”

Sunny put a hoof around her younger twins shoulder, “Don’t worry about it. Like you said, it’s not like my talent is all that special or anything. Maybe the long wait just means yours will be extra amazing!”

Shady’s ears drooped, feeling guilty for lashing out at somepony who had only ever tried to help her, “You know I didn’t mean that sis. I’m sorry I said it.”

Sunny smiled, “It’s ok Shady, really.” She flapped her wings and lifted up into the air, Shady felt a twinge of jealousy but suppressed it, “Now will you help me prune back some of these branches? The other Pegasi haven’t been watering this area like they should so the poor tree doesn’t have enough water for this many branches!”

“It’s just a tree,” Shady muttered again as her sister and parents flew off to the top of the tree, a pair of hedge trimmers balanced expertly in their hooves. Feeling dejected and frustrated, Shady plopped down in the cool darkness of the tree’s shade. She looked up through the shifting branches at Celestia’s bright sun. Her sister’s cutie mark was a tree with the sun rising over it. She had discovered her special talent on a day just like this.

Shady closed her eyes, forcing the sad thoughts away. Her mind drifted off as she fell asleep.

She was the dread pirate Ghostly Sails, the fiercest thing on the Four Seas. The sight of her Cackling Crow sent Griffon ships flying towards the opposite horizon in terror. Even the sea-ponies treated her ship with awed respect.

“Cap’n, there be some’n in the water!”

Ghostly leapt from the Crow’s nest, her blue hooves deftly, gray and white mane flying freely behind her. Her strong wings slowed her fall enough that she didn’t splat against the wooden deck next to her first mate. “What be it, Far Horizon? A sea-pony?”

“Neigh, Cap’n. Look.” He pointed a dark red hoof at the strange object. “It almost look to be a thick rope of some kind.”

The rope twitched and flew into the air, thickening as it grew higher. Ghostly felt her face pale, “A tentacle?” She turned to her crew, “All hands, battle stations! We be fight’n the Clydesden!”

Five more tentacles rose from the sea as the crew heard the beast roar. The entire ship froze in terror at the sheer fury in the sound. Ghostly found herself leaning on the railings, close to falling over. Then the cabin colt screamed and Ghostly’s crew sprang into action. “Ready the harpoon,” Ghostly yelled. “All sails to full. Wind Team, get us some distance!”

Four tentacles reached towards the ship as three of the ship’s Pegasi flapped their wings towards the sails, filling them with a sudden gust of wind. The Cackling Crow lurched forward, fuelled by Pegasus wind magic.

“Harpoons, fire!” Two incredibly sharp harpoons exploded from their cannons. Ghostly watched with pride as they hit their targets even though the tentacles were flailing wildly. “Turn about and prepare the shock lance!”

Her crew’s one unicorn stood ready near the harpoon, a hoof resting on each of the long steel cables now embedded into the Clydesden.

Just as she started to order Polaris to turn that giant octypus into calamari, the beasts enormous head emerged from the depth. “Shaaaaaaddddyyyy!”

Ghostly looked at it in horror, “What?!”

“Shaaaaaaddddyyyy! Shady, wake up!”

Shady jolted away, her sister’s hooves frantically shaking her. “What is it Sunny? I was having an amazing dream!”

Sunny’s eyes were wide and trembling, “How are you doing that?!”

Shady glared up at her, realizing that her head hurt for some reason. She rubbed her horn, “Doing what?”

Her sister pointed with a shaking hoof, “That!”

Shady looked and her mouth dropped open. At the edge of the tree’s shade, a shadowy ship in a dark, shadowy sea was fighting a giant creature also made from shadows. She watched as two misty harpoons struck the dark beast. Shady looked up and saw the edge of a dark green magical aura surrounding her horn. Her magic was dark green. Looking closely at the strange vision, she could just see a faint dark green surrounding the shadows, lifting them into the air and shaping them into the forms. “Am…am I doing that?”

Sunny nodded, still shaking, “I think so. But what is it Shady? I’ve never seen magic like that before?” She looked over at her sister and her eyes widened, “Shady look!” She pointed at Shady’s flank, “You have a cutie mark!”

The shadows stopped their movements as Shady looked down, shifting so she could see. It was a cutie mark. Like her sister’s, it involved a tree but instead of the sun, it was a tree and its shadow. Wonderingly, she concentrated on the darkness around her and gasped as it responded, shaping itself into a dark mare about her size.

She could control shadows.

*A few years later*
In a dark shop somewhere in Ponyville, a little bell rang as a customer pranced through the door.

“Miss Shaaaaaadddddyyyyy,” a voice sang.

Shady flinched, recognizing the voice and not really wanting to turn around. She winced in annoyance, why did she have to come today of all days? She glanced around her at the mix of magical objects, everything was ready but now she would have to wait. She sighed, it would probably be best if she waited until night time anyways. Less chance of interruptions like this.

“Miss Shady, are you in there?”

“I’m coming,” she called back, carefully weaving her way through the messy room. Someday she would have to get around to cleaning this place but it wouldn’t be today. Or tomorrow. Or the day after that, if she was truly honest about it.
She pushed through the dark curtain that separated her workspace from the shop itself and was blinded by the five different bright spotlights lighting the main room. She squinted through the brightness, even though she already knew who it was. “Miss Rarity, how nice to see you again!”

The beautiful white unicorn smiled, the light hitting her teeth and making them flash, “Of course! Seeing as you are the only shadow smith in Equistria, there really is no one else for me to turn to.” She blinked, “Not that I would want to, I mean, you do excellent work.”

Shady laughed, “It’s ok Miss Rarity, I know you didn’t mean it that way.” She reached over and started to adjust the lights until Rarity’s shadow was the same size as she was. “Now, what were you thinking about this time?” Rarity came in every few weeks to make sure that her shadow was wearing all of the latest fashions, usually refusing to leave until it looked just perfect.

Rarity moved, her eyes on her shadow. “Oh, I don’t know. I have this fabulous idea for a dress but it would simply be tacky if my shadow wore the same thing.” She looked at Shady, “How about we start off with a long train?”

Shady sighed quietly. She did like Rarity as a pony but as a customer she was rather demanding. Shady’s horn glowed as she began to twist Rarity’s shadow to her specifications. She was there for two hours, far after the sun set.

“Why that looks marvelous, darling,” Rarity exclaimed as she examined her shadows new form. “It’s just marvelous! You do simply the best work.”

“Thank you, Miss Rarity,” Shady said with a tired smile. “I try.”

Rarity posed a few more times, making sure that her shadow was perfect from every angle. She nodded finally, “It is perfect!” Her horn glowed white as she magicked a few bits out of her bag and put them in the tiller behind the counter. “Thank you, darling.”

“Anytime.”

The white unicorn trotted outside, her shadow disappearing into the lightless dark of the outside, “Don’t forget to pick up your dress for Pinkie’s Pony-Palooza tomorrow night!”

“I won’t,” Shady said, flicking off the spotlights and turning the sign on the door to closed. “Have a good evening!”

“And you!”

The door closed behind her and Shady dropped to the floor in exhaustion. Yeah, Rarity was a very difficult customer. Most ponies just wanted a slight alteration to their shadows, wings for Earth Ponies, a lion head for the adventurous Rainbow Dash. The only other time a customer had been so difficult was that one time that Fluttershy had come in. It had taken fifteen minutes before Shady could coax out what she wanted. It had taken a lot of work to coax her to explain why the Pegasus wanted her shadow removed. “It scares me,” Fluttershy had whispered. She had looked behind her where due to the spotlights influence, her shadow was gigantic. She had squeaked and covered her face with her hooves. Shady may be the expert in shadows but she didn’t know everything and she certainly didn’t know what removing a pony’s shadow would do. She had refused but when Fluttershy’s eyes had grown wide with tears and started trembling, she had melted and compromised. So now Fluttershy was the happy owner of a shadow that was so small, it was hardly even there.

Speaking of shadows…

Shady finished closing the blinds then took a deep breath. “Shadow.”

“Is it clear,” a quiet voice whispered.

Shady rolled her eyes, “Yeah, Shadow, but you already knew that.”

The lone spotlight in the room flickered as Shady’s own shadow twisted and turned. It poured up the walls, surrounding the entire room. Then it condensed, flowing from the walls to the center of the room where it began to take shape. Four tall gray hooves formed first then the shadows flowed outward, shaping out to a body, a head and a short two tone mane and tail. A long, pointed horn poked out from the head and large, gray eyes opened, their pupils tall and thin. “It took you long enough,” Shadow said, her voice soft.

Shady glared up at the tall mirage, “Yeah, well, I had to do a good job. This is how I make my livelihood, you know.”

Shadow looked around the dark and messy store, “Yes, I can see where all your hard work has gotten you.” She looked down at the young pony, “Are you prepared to try again?”

“Yes Shadow but I’m still not sure it’s a good idea.” She glanced away, “Are you sure it won’t hurt?”

Shadow sighed, putting her long hoof on Shady’s shoulder, “I swear, young shadeling. As I have told you before, I am not your true shadow.”

Shady shrugged the hoof off, not like the strange tingling the shadows caused when touching fur. “All right, we might as well get this over with.” She trotted back past the curtain into her work room. “Shadow, would you get in the middle of the circle?”

“Of course,” Shadow said, sounding excited. She turned, “Thank you again, Shady. Without your help, I would have been trapped forever.”

Shady shrugged, her eyes combing the spell book, “I’m just surprised I found a living shadow. I would have never thought there was more to the world of shadows than just the cast offs from the sun.”

Shadow snorted, “And I still cannot wait to properly educate you on that. Shadows are not the sun’s cast offs, we are simply the manifestation of the absence of color, light included.”

“Un huh,” Shady said, not really listening. She reached the end of the spell and her eyes closed tightly in concentration. “Ready?”

“Do it.”

Shady’s horn began to glow, shadows began to twist and turn in a violent tornado of blacks and grays. Suddenly the candles flared brightly then went out leaving the room in complete darkness. Panting, Shady whispered, “Shadow?” She heard a sharp hiss in the darkness. Terrified, she rekindled the candles with her magic.

Shadow stood in the center of the room, her long feet still attached to Shady’s shadow. “It did not work,” Shadow snarled.

“I…don’t…I just don't know what happened,” Shady said while trying to catch her breath. “It should have worked this time! I had a completely new spell and it is within my ability.”

Shadow stalked across the room, lowering her long horn to meet Shady’s, her eyes narrow and her slit-like pupil contracted in anger, “Try again.”

Shady started to respond angrily when she heard a loud shout from outside.

“Hey, Shady!” The front door burst open and a blur of brown and green sped into the room. “Shady!”

“Shadow, hide,” Shady hissed as her obnoxious sister landed in front of her. The tall form vanished into the ground, flowing quickly to Shady.

Sunny poked her sister in the shoulder. “Shady! Hey, Shady!”

“Yes, Sunny,” Shady said through gritted teeth. “Can I help you?”

Sunny’s head tilted, “Did you forget, little sis?”

“Forget what?”

Sunny laughed and bonked Shady’s head, “Mom and Dad wanted us over for dinner tonight!”

Shady winced, she had forgotten. “Oh yeah.”

Sunny raced off, “Come on, I’ll race you!”

Shady sighed and followed after her sister but didn’t even try to keep up with her. With her wings, Sunny was both faster and stronger than her. The only thing she had more of than her sister were brains. Well, brains and inferiority complexes.

“You are pathetic.”

Shady quickly glanced around at the brightly colored houses and the few ponies that were walking between them. “I thought we agreed that you wouldn’t talk in public.”

Shady’s shadow twisted into Shadow’s head, “That was before you failed to complete the process for the fifth time! I am growing tired of this, Shady.”

Shady glared down, “I am doing the best I can, things just keep happening.”

Shadow hissed, “Then stop allowing them to happen. You are a powerful little unicorn, why do you let people like the snooty white unicorn or your airheaded sister push you around?”

“They don’t push me around,” Shady insisted a little too loudly. A few of the ponies walking past gave her an odd look. Shady sighed and hunched down a little, lowering her voice, “They don’t push me around.”

“And yet, here we are, going off to some new distraction when we should be setting me free!”

“I have to have dinner with my parents! When I moved out, I promised to come back for dinner once a month.”

“And?”

“And… it has been a month.”

“But why tonight? You were so close this time!”

“I know but I just don’t have enough power.”

Shadow rolled her gray eyes, “Then find some. Trick that vapid white unicorn to help you!”

Shady glared down at her shadow again, “No. I’m sorry Shadow, you’ll just have to wait until tomorrow when I’ll try again. Now please…”

Shadow’s head began to dissolve, “Fine. But only because I hate it when you walk through your world, there are just too many colors.”

“The world isn’t just black and gray, Shadow.”

“No,” Shadow whispered, as quiet as the wind, “but it should be.”

A full night of loud, happy family time later, Shady and Sunny walked tiredly through the deserted town. Windows and doors were closed all around them, all lights extinguished. Princess Luna’s brilliant moon shined brightly above them.

Sunny, ever the chatterbox, talked happily about the evenings happenings while Shady nodded in the appropriate intervals. She wasn’t really listening to her sister, her mind blankly enjoying the silence of the night.

“Sooo….”

Shady glanced up at her sister, who was defying all logic by flying upside down, “So, what?”

“What have you been working on?”

Shady looked away, “I don’t know what you’re talking about.”

Sunny rolled her eyes, “Oh come on, I’m your sister. You can’t hide anything from me. I’ve noticed how you’ve been cooped up in the back room of your shop lately and how you mutter under your breath whenever you have to leave it.” She stopped in front of Shady’s face, her wings sending gusts of wind into it. She grinned, “Come on, you have to tell me!”

Shady felt herself echoing her sister’s grin. It would be nice to see the amazement in her face once Shadow started taking shape and she did want to show off a bit. She glanced up at the moon, at its highest point in the sky, the buildings casting long shadows in its dark light. “All right.” She looked down at her hooves, at the darkness pooling around them, “Shadow?”

Shadow obliged, her tall form quickly emerging from the gloom. “Hello, little pony,” Shadow said, her flashing teeth and long horn giving her a menacing look in the moonlight.

Sunny looked up at the dark unicorn then back at her sister. She sighed, her wings flopping to the ground in disappointment. “Really, Shady? That’s such a lame attempt to distract me, I’m almost insulted.”

Shady blinked, “What?”

Sunny pointed her hoof at Shadow, “That’s just your shadow, I’ve seen you do that a million times.”

Shady shook her head, “No, this is Shadow.”

“Yeah, it’s your shadow.”

Shady facehoofed, “No, this is not my shadow, it’s Shadow! She’s a living shadow and I’m going to create a body for her!”

Sunny snorted, “Uh huh, sure. Since when are you Twilight Sparkle?” She landed on the ground and poked her sister playfully in the shoulder, “Stuff like that doesn’t happen to normal ponies like us Shady.” She lifted back into the air, “Next time, come up with a better story!” She flew off into the night, passing through the light of the moon so that her shadow passed over Shady and Shadow.

Shadow’s mouth was open in disbelief, “She didn’t believe you!”

Shady sighed, “She never did have much imagination.” Disappointed, her eyes followed her sister’s shadow across town. It passed over a particular building and a spark ignited in her brain. She started trotting towards the center of town, her eyes narrowed and a smirk playing over her face, “We’ll just show her then. And I know just what we need.”

The Ponyville library was housed in a tree. Shady had always thought it rather cruel to keep books in a tree. She always wondered if the paper remembered being trees. The lights were on in the library but this was no big surprise, Twilight Sparkle was a well-known night owl. “Is the coast clear?”

Shadow’s head immerged from the ground, small because of the relative lack of light, her eyes narrowed, “Yes but the purple unicorn and the small owl are awake. They are in the back room surrounding by an impressive pile of books”

“What about the crown?”

“I could not go near it but it was hidden in one of the books near the back of the main room.”

Shady crouched down low then bolted across the open space to the tree. She glanced around again but there was nopony in sight. "Keep a lookout for anypony," she asked Shadow. "And let me know."

Shadow normally would have lashed out at such a debasing request but tonight, if all went according to plan, she would be free. She could afford to fake a little humility tonight. "Of course," she replied smoothly.

Shady nodded the sneaked a quick glance into the candlelit room. It was empty although one of the adjoining doors was open. "Okay, here we go."

The window creaked as Shady gently pushed it open. In the silence of the shadow filled room, the sound almost deafened her. She froze, her green eyes fixed on the open door. An owl hooted softly and she heard a thick page turn. Nopony started yelling so she assumed she was still ok. As quietly as she could she heaved herself over the window seal, wishing once again that she had her sisters flight-granting wings. Her hooves dropped to the wooden floor, making a sound loud enough that an alert voice called.

"Hello?"

She hear hoof steps headed towards the room. Frantically, she glanced around the room, looking for a place to hide.

A shadow filled the open doorway, "Hello, is anypony there?"

"Stand still," Shadows voice commanded. "Don't even breath."

Shady held her breath as Twilight Sparkle, possibly the most powerful unicorn in all of Equestria, walked into the room. Her intelligent purple eyes scanned the room but they didn’t focus on her, they only saw the open window behind her.

Twilight rolled her eyes, "I keep asking Spike to fix that window but he always says he has something better to do." Her horn glowed a soft purple and the window slammed shut, almost making Shady jump. Twilight yawned then turned around and trotted back into the other room.

Shady waited a full thirty seconds before daring to breathe again. "How did you do that," she whispered.

Shadow's head smirked at her from the floor, "Remember that shadows are simply the twisted absence of color, it simply took a little more twisting to remove your own colors and I was able to make you all but invisible to the purple unicorn."

"Could you teach me how to do that?" Her special talent was shadow manipulation after all.

Shadow nodded, "Of course. Just as soon you set me free."

Shady grinned, always happy to learn a new way to show off.

"Focus," Shadows voice snapped. "The object is directly in front of you, on the top shelf in the green book."

Shady nodded. Carefully and quietly she sneaked across the room, taking the long way around the open door and pausing every few seconds to make sure she was still undiscovered.

She could feel it when she got close, her own modest magic reacting to the torrent of the Element itself. It was amazing. No wonder Nightmare Moon and Discord had fallen to its might; even just being this close to it filled her with awe struck terror.

"I can't do this," she heard herself whispering. "There is no way I can control that."

"Yes you can," Shadow purred, twisting herself around the small pony. "You are a powerful little pony."

"I'm not that powerful," Shady said taking a step backward.

"Yes you are," Shadow lied easily. "Why when you harness its power and release me, the white and blue princesses will be so impressed, I bet they make you the new bearer of the element of magic. In fact, I'll take it up with them when I go see them."

"You know the princesses?!" Shady had never met the princesses herself. She had seen them from a distance the times they had come to Ponyville but had never exchanged words.

"Only by reputation," Shadow admitted, "but I was well acquainted with their parents. I am sure we will get along just as well."

"I don't know...," Shady said, still hesitating. Being the new Element of Magic would be wonderful. Imagine all she could do with the almost limitless power of the Element. Sunny’s wings flashed into her mind and she felt herself grin. To have wings herself, she would do almost anything. Her dark green aura wrapped itself around a small book and pulled it off the shelf.

The candles were all lit and between their light, a tall murky figure stood, gray eyes open and focused on the only other living thing in the room.

Shady stood on the far side of the room, her eyes also closed. Her brown horn glowed with her dark green magical aura as she focused her magic on connecting with the crown on top of her head but the Element of Magic stayed silent, its power untapped.

“More,” Shadow urged, seeing the brilliant light of the yellow sun beginning to peek over the horizon. She didn’t know if she could stand one more day in this color-cursed world!

Shady gritted her teeth, her magical aura brightening in a burst of magic. But nothing happened. Shady was about to give up when Shadow reached out of the circle and touched the crown with her hoof. Finally, the Element began to react. A soft purple aura flowed slowly from the crown, mixing with the green, gently twining together. Then a torrent of purple and green light poured from Shady and surrounded the circle of candles. It spun, slowly tightening on the tall shadow until all color in the room was nothing compared to the bright tornado.

The yellow lights danced.

Then a contrasting twister of shadows appeared, beginning to swirl around the dark figure, mulit-colored light and dull gray shadows twisting into one to give form to something that should never have returned. With a cruel laugh, the shadows didn’t stop there. The color in the twisting lights began fade, overpowered by the sheer power of the shadows. Then the candles lost their yellow and the floor was drained of brown, leaving nothing but black outlines filled in with a dull gray. A pool of colorless gray spread out from Shadow, sweeping over an oblivious Shady then out of the store..

Princess Celestia landed next to her sister, Luna, who smiled at her. “It is a beautiful morning, sister.”

Celestia nodded, watching proudly as the light of her sun began to fill her lands with bright colors. “It is nothing special.”

Luna snorted, “You always say that.”

Celestia laughed, enjoying the gentle banter, “And it is always true.”

They stood there in comfortable silence for a second until Luna pointed at something with her hoof. “What is that, sister?”

Celestia squinted at the dark blot marring the landscape. “I don’t know.” The strange blot began to grow, rapidly spreading outward in every direction. “Something is wrong.” She lifted into the air, her powerful wings giving her immense speed.

Her sister joined her and they quickly reached the edge of the area. “The affected land!, it looks to be bleached of all color,” Luna exclaimed. Her dark blue eyes widened as the colorless world rapidly grew, devouring all color like a hungry wolf tearing into an innocent lamb. The scene felt surprisingly familiar. Luna started as age old memories floated down to her out from the past. Memories of a tale told by two impossibly tall and magnificent alicorns. “Surely it cannot be her,” she asked her sister. “Surely those were merely fanciful tales that mother and father told us.”

Celestia was not listening however, her eyes were glued to the spot that the color-draining virus had originated. Ponyville. “Twilight.” Her white wings tore through the air, forcing herself forward at an incredible rate. She passed over the edge of the area, her white fur darkening to gray, her shifting rainbow mane and tail melted into a grayscale but she didn’t slow; her focus completely on making sure her precious student was all right.

Luna hesitated but didn’t follow her sister. She understood why Celestia had charged straight at the problem but somepony needed to think about the rest of Equestria. Luna moved backwards, speeding away from the rapidly expanding circle of gray. She glanced at both horizons where her moon and Celestia’s sun were both visible. She concentrated, reaching out towards the dark celestial body. The moon stopped sinking and began to reverse direction, forcing the color bringing sun away. Maybe, Luna thought, if there was less color, the disease would slow.

It appeared to work once the sun was again below the horizon, the expanding zone slowed dramatically but didn’t stop pushing forward. It ate inches instead of yards but had not been stopped. It was also beginning to affect the area above Ponyville, turning the now black sky and the few drifting clouds gray. When Luna saw this, she flew quickly back to Canterlot to rally the Royal Unicorn Brigade, the Pegasus Unit and the stalwart Earth Division. The magic of her little ponies would have to work fast if they were to retain their bright, colorful world. If this creature was out to drain Equestria of color, there was at least one princess who wouldn’t be turned gray without a fight.

She could only hope that Shadow was unaware of her sisters imprisonment in Tartarus. Battling one of the Entropy Twins would be bad enough but if the Pegasus known only as Silence was unleashed upon Equestria, Celestia help them all.

*AN*
All pony models built using General Zoi’s Pony Creator

A Grayscale Morning

Chapter 2: A Grayscale Start

Applejack had always been an earlier riser, it came with running a farm. Her and her brother Big Mackintosh were out in the apple fields applebucking when the sun began to rise.

"Whooee that's a pretty sunrise," she said to her brother, who glanced up at it.

Brilliant pinks and bright yellows lot up the newborn sky. It filled his soul with happiness and joy, it made him want to dance across the farm in celebration. He nodded, "Eeyype."

Applejack shook her head, "Big Brother, I love you and all, but you've really gotta work on your expressions. I mean, here's a good example. That there sky is one of the most beautiful things I ever seen in my life. And all you can say, is Eeype?"

Big Mac nodded again, "Eeype."

Applejack facehoofed, "You're doing it just to annoy me, ain't ya?"

Big Mac grinned, "Eeype."

Applejack opened her eyes to glare at him, when she saw something racing towards them, a wave of colorless gray. It sprinted over her apple trees, draining the greens and browns and reds out of them. It soared over the hills, leeching away all greens.

"What is that, " Big Mackintoh asked, his voice steady even though the sight scared him.

Applejack grabbed his hoof and pulled him into a canter away from the rapidly approaching gray. "I don't know but I reckon it ain't a good thing! Run!"

Together they ran through the apple orchard, barely keeping ahead of the wave. As they neared the house, Applejack saw Big Mac beginning to fall back. "What are you doin'?!"

"Get Applebloom and Granny Smith," He called as he slowed down. "I'll try and slow it down." He looked her straight in the eyes, "AJ, get your Element and find your friends! Stop this!"

Her heart breaking, Applejack nodded and turned away. She burst into the house, the once sun lot sky beginning to turn back to night. She didn't understand that either but that was the least of her worries. "Appleblooom," she yelled, "get Granny Smith now!". She heard a surprised yelp upstairs as her younger sister was startled out of bed, "Now, Applebloow, lickety split! And we don't have time for questions so don't even try!"

Applejack ran through the small living room and into the kitchen. She tore open a cabnet hard enough that the door ripped off. She tossed it aside in annoyance as carefully, almost gently, picked up the only item inside. It was a ball of carefully wrapped cloth, a simple container for such a powerful object. Hidden inside was the Element of Honesty, a golden necklace with a shining red apple hanging on it. An apple, she would proudly tell her sister, that was the same size and shape as her own cutie mark.

She kept it wrapped as she sprinted upstairs. Applebloom was trying to hurry Granny Smith up but the old mare was not as young as she used to be. She hobbled towards the door, Applebloom bouncing around her in panic. Applejack glanced out the window, the wave of gray was too close now even though it appeared to have slowed down quite a bit. Granny Smith would never get away in time.

Applejack wouldn't leave her grandmother here to face whatever horror that wave was alone. "Applebloom," she said steadily, "I want you to run. I want you to run as fast as you can. Get away from here."

Applebloom looked at her sister then she looked outside. Her little hooves trembled and her eyes were wide with fear but she protested, "I ain't goin' nowhere."

Applejack started to argue but she saw that her sister, even though there were tears beginning to fill up her eyes, was looking at her with a steely determination. Smiling, she put a hoof around her shoulder then put another around Granny Smith, "We'll face it together then."

The wave of gray swept over them.

Rarity had been in the fashion business for as long as she could remember. She had never had a fashion problem that she could not solve. In fact, it was those difficult ensembles, those clashing colors that gave her the greatest pleasure at solving. But as she looked through her extensive wardrobe, she was at a loss. “What goes with gray anyway?”

She examined her gown in front of the mirror; the sleeves were gray, the ruffles were gray, why even the once sparkling gemstones had lost their color! She glanced down at her shadow, still fashionable and far better dressed than she was. “Well, at least you look good darling.”

With a pout she tossed aside the ensemble. “If gray goes with nothing than I shall not insult my works of art by wearing them!” She glanced outside, at the gray of the moon above, “Speaking of, I should probably discover why everything is gray in the first place.”

She trotted out of her room, pausing to check on Sweetie Bell. Her little sister was still asleep but would most likely panic when she woke up to a colorless world. A note should explain the situation nicely. She magicked a quill and piece of parchment over to her, her normally white aura now a light shade of gray. She frowned at it then shook her head, “This is getting ridiculous.”

She turned back to the note, “Sweetie Bell, don’t panic.” Might as well get that part out of the way early. “As soon as you are awake, find Scootaloo and Applebloom and make sure they’re okay.” If she didn’t suggest it, Sweetie would go and do it anyway. “Then come right back here and lock the door. You may bring your friends with you but you are not to leave this house for any reason. That includes every reason, Sweetie Bell so no excuses.” She looked over it again then nodded, this would do. She floated it over to her sleeping sister and laid it gently on top of her face. Sweetie muttered in her sleep making Rarity smile. “Stay safe, Sweetie.”

She left the room and started downstairs but she paused when she got to a small picture in a simple frame on the wall. It was of her parents, herself -looking marvelous as always- and Sweetie. They were sitting in a carriage on their way into Manehatten. Her head was sticking out of the carriages window, her face glowing with excitement, the bright lights of the big city shining around her, Sweety was asleep in their mothers lap while their parents were exchanging amused looks at Rarity’s expression. The picture had been taken by a passing photographer who had loved the photo so much, he had tracked down the family and let them have it. It was one of her most prized possessions, one that no amount of jewels could make her part with it. And it was why she had hidden one of her other most prized possessions behind it. She gently moved the picture aside, revealing the small cavity behind it.

Inside, sitting on a velvet pillow, was the Element of Generosity one of the six parts of the Elements of Harmony. She still felt humbled that such a power object had chosen her to represent it and every day she thanked Celestia for the friends it had brought her. Her eyes widened as she noticed that the necklace was still as golden as the day it was formed, that the colored diamond at its center was pulsating with a dark purple light. It contrasted sharply with the grayscale world around it but it gave Rarity an immense burst of hope. This, at least, still had its color.

She placed it around her neck, vaguely hoping that it would restore her color as well. But she was disappointed, her luscious white stayed dingy and gray. She sighed, “Ah well, it just a small chance anyway.” She headed out the door, careful to shut it quietly behind her.

She walked down the strangely deserted streets, passing only a few ponies who gave her a strange look. It took her a second to remember that she was wearing one of the only bright things left, her colorful necklace standing out in the gray world. A few stopped as if to ask her a question but then they all shook their heads and moved on. Rarity wasn't sure if it was because they didn't know if she knew what was going on or if they just trusted her and her friends to fix it. After all of the strange events that had happened to Ponyville ever since Twilight came to town, had created an atmosphere of apathy to danger or weirdness. Only Lyra said something as she passed.

“Go get ‘em Rarity,” the gray mare said, her once golden eyes now flat and dull but still somehow shining with hope. “If anyone can figure this out, it would be you guys.”

“Thank you Lyra,” Rarity replied kindly. “But I do hope that this doesn’t interfere with Pinkie’s party tonight though.”

Lyra nodded, “Yeah, I was so looking forward the new candies Bon Bon was going to debut tonight.” She tilted her head, “How is Pinkie? I mean, she’s probably the most color dependent pony I know?”

Rarity’s eyes widened, “Pinkie…” She galloped away, apologizing briefly to Lyra. How would Pinkie Pie, the happiest most exuberant pony in Equestria react to a world without color? She wasn’t sure but having seen some of Pinkie’s previous freak outs, it would be best if somepony was there with her when she woke up.

Pinkie Pie’s eyes sprang open. “Good moooooooooooooooooooooooooooooo oooooooooooooooooooooooooooooo ooooooooooooooooooooooooooooooooooooo.” She took a deep breath, “ooooooooooooooooooooooooooooooooooooooooooooooooo ooooooooooooooooooooooooooooooooorning,” she sang. “It’s morning, it’s morning! Good morning tooooooooooooooooooooooo yooooooooooooooooooooooooou!”

Gummy, her toothless alligator, opened one gray eye. It blankly looked at Pinkie. With startling speed, Gummy lunged at Pinkie, toothless jaw clamping tightly on her nose.

Pinkie giggled, "Good morning to you too, Gummy!" She playfully tugged Gummys jaws apart and put him on the gray floor beside her gray bed. Then she sprang out of her gray bed and sprang over to her gray dresser. She tossed the gray doors aside and tossed gray clothes out as she searched for a particular gray item. Her gray hoof paused in its frantic motions as her brain finally caught up with her eyes. They took in the lack of greens, the lack of blues, the lack of pinks.

Her mind struggled to understand what her eyes were seeing. It came up with a solution: it's still night, it posited, that's why there is no color.

But, her eyes rebutted, there is still some color at night!

Her brain nodded gravely at this, true, true. It thought for a little longer then, Ah, I have it, her brain crowed!

What is it, her eyes begged, please tell me what I'm seeing!
Her brain, rather smug about the fact, paused dramatically and, just when the eyes were contemplating coming up there to see what was taking so long, it explained. You're seeing a completely gray world, devoid of all color and light for no immediently explainable reason. You are in fact seeing a world without rainbows, without bright sunsets and without pink at all. If I were to speculate further, i would guess that something catastrophic has happened, meaning that the party we were planning for this evening will have to be canceled due to lack of color.

Pinkies eyes blinked the nodded, ah, yes, that's it. There was a long, silent pause then the eyes asked the brain, should I widen in shock or just roll back in a faint?

Better go for the fainting, the brain replied, we're going to need some time to deal with this.

Right oh, her eyes replied with an inexplicable accent, initiating fainting procedures #FFC0CB.

Pinkie Pie dropped to the floor, her hoof still grasping the edge of her once bright Gala dress.

Fluttershy bolted awake when a bucket of cold water was poured over her head. “Wha?!”

Angel Bunny was standing on the bed beside her holding the now empty bucket, impatiently tapping a long foot.

“What is it Angel,” Fluttershy asked, concerned for her little friend. “Has something happened?”

Rolling his eyes, Angel pointed at the roof of her room.

Fluttershy looked up and gasped, “Oh! Oh, no!” She jumped out of her bed and looked around, “What happened?”

Angel hopped over to the window, tossing it open and revealing a dark and colorless world.

Fluttershy took one look at the bright moon above the should-be-day sky and slammed the window shut. “Nightmare Moon’s back,” she squeaked. “She’s covered the world in eternal darkness!” She raced across the room and dived under her bed, “Oh no, oh no!”

Angel Bunny sighed and hopped over to a small potted plant in the corner of the room. He pulled up the fake plant and pulled out a small pink box. He hopped back across the room to Fluttershy’s bed where two oversized eyes were poked out from under it, staring at him while trembling slightly. He put the box down in front of her and pointed to it.

Fluttershy’s eyes widened, “What?”

Angel opened the box, a golden light spilled out of it. Inside the Element of Kindness sparkled, its soft pink butterfly pendant glowing softly.

“My Element?”

Angel tapped it then pointed to the window.

“You want me to use my Element to defeat Nightmare Moon? Which would require me going outside into the scary gray world and face Princess Luna’s insane personality?”

Angel nodded.

“No!” Fluttershy’s eyes disappeared and, along with the sound of a slamming door, the bed skirt was quickly shut tight.

Angel sighed again, rubbing a small paw down his face. He hopped down the stairs to refill the bucket.

Rainbow Dash was in a panic, not only had her awesome mane lost its brightness but all other color was gone too! Her rainbow pools and waterfalls had gone gray, her bright blue cloud home had lost all of its blue shades. “What is going on,” she asked the empty air.

“Rainbow Dash,” somepony called from outside her home. “Rainbow!” Rainbow dashed outside and saw Applejack and her family minus Big Machintosh gathered outside. Applejack was standing on the ground below her floating house, her trademark hat gone and her eyes narrowed. The Element of Honest sat around her neck, it’s bright apple glowing orange.

“Applejack!” Rainbow Dash flew down, riding the gusts of wind to the ground. She then realized that her friend had not only lost her hat, but her orange coat and yellow mane. She was gray too. “Applejack, what’s happening?! I mean, everything’s all gray and weird. Is Nightmare Moon back?” She grabbed Applejack, “Is Discord back?! Please tell me Discord isn’t back!”

“Rainbow, calm down,” Applejack said loudly, forcing Rainbow Dash to silence. “Rainbow, something’s up but I don’ know what. Go grab your Element and head ta’ Twilight’s. I’ve gotta go get Fluttershy but I’ll meet ya’ll there.” She galloped off, long gray tail flying behind her.

Rainbow Dash waited until she was gone from sight before leaping into the air and flying to a nearby cloud. She rummaged around inside for a few seconds, pulling out half eaten apples, an assortment of trick accessories and finally a small box. She sat on the cloud, putting the box in her lap. She opened the lid and ruffled through the pile of pictures. Her friends smiled up at her, the precious memories of the past year frozen forever on their glossy surfaces, and she felt her heart clench. Her friends were in danger and they needed her help. Her hoof finally found the object she was looking for. She pulled out the Element of Loyalty, its lightning bolt sparkling brightly. She clasped it around her neck and took to the skies, forgetting to close the box in her rush. Pictures fluttered in the wind in the wake of her rainbow colored trail.

“Twilight Sparkle!” Celestia blew through libraries front door. “Twilight!”

“Yes, Princess,” Twilight asked, looking up from a oversized book sitting on a table. She seemed surprised to see her mentor. “Can I help you?”

Celestia blinked, “Well...I suppose...I suppose I just wanted to make sure that you were all right?”

Twilight tilted her head, “All right?” Her eyes widened, “Has something happened? It’s not Discord is it?”
Celestia had to think for a second before she came to a conclusion. She walked a few steps into the Library. “Twilight, have you been up all night studying?”

Twilight slumped slightly, looking bashful, “Um, yes... It’s just that I just received this tome on the Thermoluminescence of Rainbows and I wanted to see if the properties of Rainbow’s Sonic Rainboom was consistent with the current theories.” She stood straight, her eyes brightening, “Imagine if it wasn’t! It could open up a whole new field in the Thermal Sciences!”

“Look around you Twilight.”

“Your Majesty?”

Celestia gestured around them with her hoof, “Look around you.”

Twilight shrugged and turned her head. Her wide eyes grew even wider. “Princess...”

“Yes Twilight, the world is starting to lose its color. I believe that I know who is behind this and...”

Twilight’s gaze locked on Celestia, “It isn’t Discord, is it? This doesn’t seem like his Modus Operandi. No...” She walked over to the bookcase, prodding it with her hoof, “The physical properties of the universe don’t seem have changed. There is still mass, gravity.” She started rambling off the different tests she wanted to run to back up this theory when Spike ran down the stairs.

“Twilight, Twilight!” He saw Celestia standing in the room and Twilight speaking to nopony while using huge words. He shrugged, “Well, looks like everything’s under control if you two are on it!” He turned and started marching back up the stairs, “I’m going back to bed before buffalo start dancing in tutus again.”

It was a few minutes before Celestia felt able to interrupt her studious student without being rude, “Twilight, please?”

Twilight jumped, as if surprised that there was somepony else in the room, “Princess! Oh, I am so sorry! I just got caught up in thinking about it.” Her eyes sparkled, “This is going to be an amazing occurance to study! I can’t imagine all of the tresties and papers that will be written because of this!” She started hopping in place, “Months of new material!”

Celestia spoke up again before Twilight could start on another rant, “Twilight, please we don’t have very much time.”

Twilight blushed, abashed, “I’m sorry Princess. Please, continue.”

Celestia opened her mouth when she was tackled by a bright blue blur. “Twilight, we’ve got a problem!”

Twilight’s purple magical aura enveloped Rainbow Dash, “Rainbow!” She threw her friend off of her mentor, “You just tackled the Princess!”

Rainbow quickly recovered, “Oops, sorry.” She hovered in the air while Twilight helped the alicorn to her feet, “But it’s great that she’s here! Everythings gone gray!”

“Yes, Rainbow Dash, we’ve noticed,” Twilight said dryly.

Celestia couldn’t help but chuckle, “It’s been awhile since somepony has attacked me. It reminds me why I should remain vigilant.”

“You were saying, Princess,” Twilight said.

Celestia shook her head, “We might as well wait on the rest of your friends, Twilight. They should be here shortly and we would save time if we talked on the journey instead of trying to explain it all here.”

Sure enough, within seconds, Applejacks had arrived, dragging a whimpering Fluttershy behind her and Rarity had walked in with a comatose Pinkie Pie on her back. Each of the five ponies were wearing their Element, all of them shining brightly in the strangely gray world.

“Thank you for coming so promptly Ladies,” Celestia said. She turned to Twilight, “Twilight, would you kindly get your Element?”

Twilight nodded and walked to the horse head statue in the center of the room. She whispered seven words and the head moved aside. She deftly solved the complex puzzle hiding underneath it and entered the combination on the lock. A bell rang and Twilight sprang across the room tapping four books in quick succession. A small hole opened up in the wall beside the bookcase and Twilight pulled out a simple book titled ‘A Fillies Guide to Friendship’. She pulled the cover aside and pulled the Element of Magic out of it. “Got it Princess,” she said, settling it on her head. The six pointed star sparkled a bright magenta.

Rarity gasped, “Twilight Sparkle, I simply cannot believe that you would hollow out a book like that!”

Twilight blushed, mumbling, “I didn’t think that I needed it anymore.”

Rarity’s face softened and she hugged her friend.

Celestia waited until a wave of comforting and reassuring hugs had gone around the room before speaking, “My little ponies, I must apologize for my brief briefing but we must go. We have a long journey and I fear that our opponent is far ahead of us.”

The five conscious ponies nodded. Fluttershy spoke up, “Um, Princess, if you don’t mind me asking, where are we going?”

Celestia raised her head regally, wings opening, “Tartarous.”