Equestria & Beyond

Rainbow Dash zipped through the air, she was about to bulldoze through her Daring Do collection once again to beat her record when a scroll magically appeared with Twilight's seal; something about an urgent gathering... monsters, someponies in danger... blah blah blah, the usual gig. Just another baddie we need to beat, she thought to herself.

The clouds parted to reveal the Castle of the Two Sisters below. The rainbow-maned pegasus smiled as she saw an open window which she'd have to turn ninety degrees at the last second to fit through.

"Nailed it!", she triumphantly said upon making the tricky landing. She looked left and right down the corridors. Huh, doesn't look like anypony else is here yet. Rainbow decided to do some exploring before her friends showed up.

Looking around she was reminded of the one night they ran amuck through the ancient structure, believing somepony was haunting them. This time around, she knew where all the pressure plates and booby traps were.

The raised voices of two ponies coming from one of the rooms caught her attention. She put an ear up to the old wood.

"I know what I saw, Tia! He needs our help!"

"Dark magic is not to be taken lightly, dear sister... I thought after all this time you of all ponies would understand that! He could've manifested anything in his mind, we can't trust him-"

A frustrated snort came from the first voice.

The second sighed, "Luna, I want to believe you but it's too risky!... Not as a Princess, but as your elder sister I forbid you from going back there!"

"Why?!", the alicorn of the night snapped, "You don't understand what he's going through, I do! Even if I can't do anything to help I can still be there for him! That thousand years I spent sealed away- it was so dark and so... alone, no pony should have to face that by themselves..."

There was a brief silence before anypony spoke up, Rainbow couldn't help but feel like she was eavesdropping but her curiosity kept her at the door.

"Alright," the eldest ex-princess said "just be careful. I don't want to lose you too."

"I will..." Luna said as the two alicorns embraced, "-between him and Cadence it's almost like we have our family back."

Rainbow Dash left the two sisters to have their moment and flew through the main hall to join her friends gathering in the courtyard.

Twilight glided down from the Tree of Harmony to join the colorful ponies around the roots.

"What is it, Twi?- Manticores? Chimeras?", an orange earth-pony eagerly said as she stamped her hooves together.

"Honestly Applejack, it's been almost two weeks since we last saw her and all you can think about is roughhousing with some ghastly creature? Perhaps it's something that will take a bit more... finesse" Rarity said with a twirl of her mane.

The purple alicorn cleared her throat, "Today marks the first gathering of the Council of Friendship-"

"The Whoo-da-wooja?" Rainbow Dash blurted out.

"The Council of Friendship! It's a monthly meetup where we can all consult and plan with one another about Equestria's problems! I figured it'd be a good way to delegate as Princess and as an excuse to see you guys every once in a while."

"Oh, Twilight that sounds splendid!"

"Eee!", Pinkie Pie said excitedly as she bounced, "I'll bring the cupcakes!"

Fluttershy blew bits of confetti out of her mane, they just seemed to exude from the pink pony wherever she went. "I agree, that sounds great Twilight... Um, so what are we here for today?"

"Glad you asked Fluttershy, I trust you've all read the message I sent?"

"Pfft, duh. Did Tirek or Chrysalis break out again? Or worse... Cozy Glow" Rainbow Dash shuddered just thinking about the unsettling filly.

Several of the others simply stared at the rainbow-maned pony.

"What?", she shrugged.

"Rainbow Dash did you even read the backside?" Starlight asked.

The blue pegasus flipped over the parchment she'd brought with her, "Oh..." she said, embarrassed.

Twilight let out an annoyed sigh, "In short, Celestia and Luna were planning on using all of their magic in tandem with the newly-reformed Elements to seal away a collection of dark magic called the Nightmare Forces again for as long as they could."

"So? Aren't they like, retired? Why not just let us handle the bad guys?"

"Celestia chose me as her student and prepared me to replace her one day for this very reason. She was afraid we'd interfere and try to take them on ourselves, so she didn't tell any of us except Starlight and the Pillars, and even that was pretty recently."

"But... as for now that's been moved to Plan 'B'", Starlight added.

"So... what is the plan?" Applejack inquired.

Twilight's horn flashed as a group of gemstones appeared in the air, "You're all going to need these again."

Several excited 'oohs' and gasps came from several of the mares as their respective Elements floated to them.

"We all need to get better wielding these things, both individually and as a group. I'm going to have new pendants forged for them since the old ones don't fit them anymore. In the meantime keep them safe; preferably with you at all times."

"Twilight dear you know I could easily whip up some couth necklaces for these. Hmm... sterling silver perhaps?"

"Thanks, Rarity. but I have a... specific contractor in mind already."

"Oh! Very well," the white unicorn said.

Later that night, across a dark and bleak landscape, a small ghost town lay in-between sharp rocky outcroppings. From an aerial view, the Hollow Shades didn't appear very large. But if you delved deep into the crater in the center of town, another two or three levels of the city lay hidden underground, not to mention numerous buildings carved right into the surrounding mountains. Once a growing metropolis, every stone building, and straw-roofed hut now lay empty, wearily echoing the sounds of the wind.

But this night, lantern-light and the clamoring voices of several ponies emanated from the depths.

They were all unicorns, scholars, and researches; many from Celestia's School of Magic in Canterlot. They talked amongst themselves as a newcomer in a rain-soaked cloak approached them.

One of the unicorns, a rusty-red colt with a purple mane, approached the most recent addition to the underground rendezvous.

"We're all in agreement, not only is this incredibly dangerous, but also quite illegal. If Princess Cel- I mean Twilight finds out about this-"

The hooded figure dropped a heavy bag of bits, several spilling out of the top of the bag and clattering against the stone floor.

"You wanna get paid, right?"

The colt frowned slightly as he looked to the others for reassurance. Sadly, bits spoke a bit louder than reason to these ponies; especially with tuition on the line. He sighed and made a motion to the others,

"Alright everypony! Let's make this happen-" he leaned over to whisper to the hooded pony as the others began making a large ring, "If anypony gets hurt, I'm holding you personally responsible and will be turning you in to the Royal Guard."

"Just do it!", they barked.

The ring of unicorns lit their horns, a slight hum audible due to the sheer amount of magic. They all focused their efforts and minds at once, their horns glowing brighter and brighter.

A glowing white crack appeared above them, spreading through the air as if it was glass. Several of the unicorn's knees started shaking as beads of sweat splashed against the ground.

An unearthly howl echoed from within as a black substance grabbed at the edges of the portal, eager to escape.

Three or four unicorns fainted, out of magic; forcing the others still standing to burn through their supply even faster.

A large black equine head poked through, rending the air with a chilling bellow.

The rusty red colt looked around, seeing several of his colleagues about to faint and more having already done so; fear creeping into his mind upon viewing the dark creature. What in Celestia's name is that!? If she'd told us what was sealed here I never would have accepted her offer! He looked back at his employer, the wind forcing back her hood. Instead of cowering in fear, she almost looked excited, was releasing this monstrosity her plan from the beginning?

He had no time left to wonder as the portal was forced open all the way, sending out a magical shockwave that knocked the rest of the unicorns out or threw them backward. The purple-maned colt saw the pegasus who had paid them approaching the shadowy entity as everything went as black as the blade-like wings that sprouted from its chest.

The Pony of Shadows twisted its neck and shoulders, "Feels so good to be out of there..." he looked around at the collapsed ponies, laying eyes on the one still standing, "There is great envy in your heart-" he leaned down to the mare that barely came up to his chest "-who might you be?"

She only grinned.

Applebloom shivered as she looked over the edge of the hot balloon's basket, never felt right without at least one hoof touching the ground.

"Remind me again why we're doin' this?", she gulped.

Scootaloo buzzed her wings in the breeze, it almost felt like flying.

"This race only happens once every couple of years! It's where teams of pegasi from all around Equestria come to prove who's the fastest of them all!", she excitedly answered, "My aunts were busy last time, so I couldn't go-"

"Lucky for you guys you have the most awesome and responsible chaperone this side of Equestria! They don't take solo entries so I could never compete; one reason why I joined the Wonderbolts!", their rainbow-maned guide/sitter for the day said as she casually flew next to the balloon, her team jacket and saddlebag flapping in the wind.

"But... don't they have flying competitions at the Equestria Games? Ocellus wondered aloud.

"Well, yeah; but those are just for show. Today is purely about speed. Dragons do stuff like this all the time so I wanna see how ponies compare", Smolder confidently said.

"Just you wait! Rainbow Dash is gonna out-fly them all!", Scootaloo boasted.

"And what do you win? A free grab at your opponent's hordes? A pile of gems?"

"No,you just... win. And then that title's yours until the next race," Sweetie Belle answered.

Smolder crossed her arms, "Well that's lame."

"Yona no think it lame! Yona want to see all the pretty uniforms!", the young yak said as she bustled with excitement, making the already-cramped basket even more unpleasant.

Rainbow Dash leaned over to whisper to Ocellus, "No offense, but why did Yona have to come along? Not because I think she's annoying or anything, but wouldn't um... weight be kinda-sorta-maybe... a problem?"

"Headmare Starlight just warned us that the cloud-walking spell might not be as effective, making it harder to get around."

"Gotcha," Rainbow Dash noticed Applebloom looking over a sheet of some kind and flew close, "So.... who does the forecast say is gonna win this year? None other than yours truly, am I right?"

"Actually, no." Sweetie Belle answered.

"One of the other Wonderbolts?"

The filly shook her head, "The Shadowbolts."

"What?!?", Rainbow Dash exclaimed, snatching the sheet for a closer inspection. "There's no way that can be right! The Shadowbolts have always come in 2nd place!"

"Not this year apparently, they won the preliminaries and qualifying rounds by a landslide. If the Wonderbolts competed in the same division as them I don't think you'd be racing today at all," Sweetie Belle said.

Rainbow Dash poured over the document, something wasn't right, she could feel it. But what?

A joyful gasp escaped from Scootaloo as they broke through a cloud, the floating city coming into view, "We're here!"

As those with wings landed on the soft misty surface, the CMC's desperately tried to squeeze past the yak, tumbling onto the cloudy ground.

Yona hesitated to take her first step, and after a reassuring glance from the others, her hoof sunk a couple of inches into the cushy substance.

Every creature looked a bit worried before Yona burst out, "Clouds not scary! Just like snow in Yak-yakistan!"

The yak triumphantly began romping around, feeling quite at home in the one place yak's didn't belong; the sky. The others laughed at Yona rolling around in the clouds as if it was just a snow-pile.

"Well, I gotta head off to the locker room and meet up with the other Wonderbolts. Um... Smolder! You're in charge." Rainbow Dash declared.

"Aww, yes!", Smolder exclaimed as she pumped her fist.

"What?", Ocellus said in surprise, "Wasn't she supposed to lead us around?"

"Uh, duh, she can't do that if she's one of the ones competing."

"So... where are we going then?", Sweetie Belle asked.

Smolder rubbed her claws together, "To find some real seats for this thing."

Ocellus gulped, she didn't like it when Smolder got 'good' ideas.

Rainbow Dash closed her locker, all suited up for the big race. They've gotta be around here somewhere, she said to herself as she walked around.

Spotting somepony donning the purple-and-black uniforms with tiny lightning bolts, she trotted up to them. Another pony with an identical blue mane wasn't too far away.

"So..." she said as she approached the two Shadowbolt twins, "you guys're predicted to take home 1st place today, and where's your number three? You never split up."

"Oh~ Nightshade's out sick today," one of the brothers answered.

"Yeah, but we'll win anyway with our new captain!", the other sneered.

"New captain?"

Rainbow Dash looked down the aisle to see another pony in Shadowbolt attire approaching them, she could've sworn she recognized that mane. Her suspicions were confirmed when the pony took off their goggles.

The blue pegasus practically spat out her lunch, "Lightning Dust?!?"

"Surprised to see me, Dash?", she waited for her self-proclaimed lifelong rival to respond, but continued when the only thing she could do was leave her jaw open. "When the Washouts disbanded due to legal reasons over putting that filly 'in danger', I didn't know what to do with myself. And hey whaddya know the perfect opportunity opened up for me! I'm gonna break every record the Wonderbolts have ever set on this track Dash... and just to rub it in your snout, I'll be taking the trophy too."

"You mean we'll be taking the trophy?", one of the Shadowbolt twins asked.

"Yeah, yeah, whatever...", Lightning Dust said with a dismissing hoof.

Rainbow Dash finally snapped out of it, "Oh yeah? Well, the Shadowbolts have never beaten the Wonderbolts at anything, and I'm gonna keep that record straight!", she retaliated.

"Hmph," Lightning Dust said with a smug grin, "We'll see..."

The cloudspeaker system rang out over the clamor, "Will all teams make their way to their starting positions, please..."

Lightning Dust affixed her goggles, "Showtime."

Rainbow Dash snorted angrily.

Rainbow Dash just didn't get it. Nopony was that fast. Lightning Dust had easily won the 25, 50, and 100-meter dashes by a couple-second lead. High-speed cameras were covering every angle at the finish line, used to determine the winner when most races came down to tenths or even hundredths of a second. But today even the ponies in the back row could tell who won by a clear gap.

"I can't believe it!, you were our best bet for all three of those sprints Dash! Feelin' a little under the weather or something?", Spitfire asked as she walked up to the panting pegasus.

Rainbow Dash threw her goggles off, "No- I've been giving it my all this whole time!", she said between breaths.

"Hey, 2nd place isn't bad-" Soren suggested.

"The Wonderbolts never take second, especially to the Shadowbolts!", Rainbow shouted.

"We were all surprised to see Lightning Dust too Dash, but if they win it's just good training on their part, even I can't be mad at that," Spitfire said.

"If she was winning by a fraction of a second I'd agree with you, but look at that lead!", Rainbow said as she pointed at one of the replay screens, "There hasn't been a pegasus in history that fast!"

"Listen here Dash," Spitfire said as she grabbed her by the shoulders, "up next is the relay race, Lightning may be faster than anypony here, but on an average per-pegasus basis, we've got them beat. Just keep your cool and we can start earning that trophy back, alright?" the fiery-maned pegasus said.

Rainbow Dash took a moment to think, She's right..., the other two Shadowbolts were simply average flyers, there's no way she could make up for them in a team relay!

"Now if I were the Shadowbolts, I'd put Lightning right out of the gate to get as much of a lead as I could before having to pass the baton on..." Spitfire strategized, "Alright here's the plan; I'll take the first charge, Soren you take the middle, and Rainbow Dash... you finish out strong and win us this thing, capeesh?"

The blue pegasus nodded to her captain, they put their hooves together in a team huddle and chanted 'Wonderbolts!' before heading off to their places along the relay track.

"Woohoo! Go Shady-colts!", the orange and magenta dragon cheered from atop the cloud stadium.

"It's Shadowbolts, Smolder-" Ocellus corrected, "-plus, shouldn't we be cheering for Professor Dash?"

"It's not that I don't enjoy the view from up here, but um...", Sweetie Belle wondered aloud as she looked over the ledge.

"Meh," Smolder said, "they're clouds, I'm pretty sure you'll be fine even if you fell... Hey, where's Yona?", the dragon said as she swiveled her head, the yak was sitting right next to her just a minute ago.

"Yona right here."

Smolder looked down, the yak's head the only thing above the cloud-line now.

"Uh... are you okay?"

Yona nodded, "Clouds just deep here..."

Smolder grabbed the lip of the stadium and looked under, Yona's hooves poking out from the bottom. She shrugged and looked back at the racing track.

Rainbow Dash re-adjusted her goggles, ready to bolt as soon as Soarin passed her the baton.

"Spitfire's trusting you with the last charge?", came a mocking voice from her side, "Given your track record today I'd say you deserve the bench."

The rainbow-maned pegasus whipped her head around, Lightning Dust was finishing the relay, not starting it! She looked frantically to Spitfire across the track at the starting line, seeing if her team captain wanted to make any last-minute adjustments. She only nodded and gave her a wings-up, seeing the confidence she put in her bolstered Rainbow Dash's resolve to win. Not for herself or some petty rivalry, but for the Wonderbolts. It was up to her to keep her team's decades-long legacy of never having lost to the Shadowbolts.

The starting bell rang out across the cloud stadium, the pegasi at the starting line taking off in the blink of an eye.

Rainbow Dash watched in anxious anticipation as Spitfire flew with all her might, cheering her on in her mind. She reached Soarin with just a slight edge over the other teams, who started his charge with the same gusto. Rainbow Dash assumed her takeoff stance as Soarin neared her position.

"C'mon, c'mon you dolts!" Lightning Dust steamed beside her.

Out of the corner of her eye, she spotted the first of the Shadowbolt twins hadn't even passed his baton to his brother yet.

Rainbow Dash smiled as she took the baton from Soarin, giving Lightning a sarcastic salute as she zoomed past her.

Despite a semi-comfortable lead, the blue pegasus flew with every ounce of speed her wings could muster, she was not losing this thing.

"Ugh, finally!" Lightning Dust exclaimed as her team's baton reached her, Rainbow Dash already halfway to the finish line.

The green and yellow pegasus mustered everything she had, and took off with a single flap of her wings, breaking the sound barrier from a standstill.

The loud snap ringing through her ears, Rainbow Dash glanced behind her as a black streak with yellow lightning whisked past. The ribbon over the finish line broke in two just as Rainbow Dash was about to touch it with her snout.

The crowd erupted, head-over-hoof for the underdog team beating the reigning champions.

Lightning Dust basked in the applause, as much as she enjoyed the adoration it wasn't what she was here for.

"Are you kidding me!?!", Rainbow Dash yelled from behind her, tossing her goggles on the ground once again.

That's more like it, Lightning Dust thought to herself.

"We had that one in the bag! I get the whole 'rivals-for-life' thing but this is just, just!-"

Lightning Dust shrugged, "Looks like all that training finally paid off- eh, Dash?", she patted the blue pegasus on the back before heading to the locker room with her team for the intermission.

"C'mon, if we hurry we can catch her before the next race!", Scootaloo said as she led the group through the rows of lockers, almost passing Rainbow Dash sitting alone.

"Oh, hey Scoots..."

"Weren't you still gonna race?" Apple Bloom asked.

"There's no point, after losing that relay we have a better chance of growing another pair of wings than taking first place."

"Heh! I'll say, your team was getting so-", Smolder started to exclaim before a quick jab from Ocellus shut her mouth.

The sky-blue changeling stepped forward, "Professor Dash, what's wrong?"

Rainbow Dash sighed, "I dunno, all my life being the fastest was just my thing, you know? I even got into the Wonderbolts, set some new records, and now what? I'm just another short-lived rookie..."

Ocellus was about to pipe up before Smolder surprisingly cut in,

"Short-lived rookie? You're Rainbow Dash, the coolest professor at school! You've saved Equestria what, like a couple dozen times over? You're in a mural in the Canterlot Throne Room! Doesn't any of that mean anything? And so what, if you're not the fastest pony around anymore, being loved and looked up to by every creature around is worth a lot more than your name on a plaque!"

Rainbow Dash looked up, "You think every creature... looks up to me?"

"Well," Smolder said as she gestured to the others, "at least we do."

"Thanks." Rainbow said as she wiped the moisture from her eyes "-ugh, must be an eyelash or something..." she added after noticing all the eyes on her.

Scootaloo rushed forward and hugged the rainbow-maned pegasus, "I still think you're the coolest pony ever..."

The cloudspeakers echoed over them, announcing the three winning teams.

"Eh, I guess second isn't all that bad," Rainbow Dash commented.

Lightning Dust came around the corner not too much later, removing her headpiece and goggles, carrying something large and gold.

"Whew, what a race Dash. I even gave Spitfire a headstart, you should have seen the look on her face when I flew past her!", the green pegasus laughed, "Guess this'll be the start of my own trophy collection," she said, tapping the golden cup as Rainbow Dash stood up. Lightning Dust waited for Dash to say something, "I bet you're absolutely furious about losing the lime-light to your lifelong rival, right? C'mon, lemme hear it. What do you think of me getting everypony's cheers and adoration for once, huh?"

Rainbow Dash sighed before taking Lightning Dust's leg in a respectful hoof-shake, "Good job, I bet you trained hard for this."

"What?", Lightning Dust said, raising an eyebrow.

"Looks like you've finally beaten me good and honest, Dusty. What's your new workout routine? I bet it's brutal if it made you that wicked fast, I'd love to try it sometime!", she said before turning around to head out with the creatures behind her.

"Oh no no no no, this is NOT how you react Dash."

The blue pegasus turned around, "Well, what did you expect?"

"I don't know; lashing out, getting angry, blaming me for cheating, challenging me to a rematch... that's what you do! Not... whatever that was!"

"And why is that a problem? It's just good sportsponyship. Enjoy your trophy," the rainbow-maned mare said, attempting to leave again.

Lightning Dust grabbed Rainbow Dash by the shoulder, who turned around to look her square in the eyes.

"No, you're going to pay..."

"Pay? for what?"

"For what? For what?! Joining the Wonderbolts was my dream too! And sure I was being a little reckless, but you ruined my chances of joining the team I looked up to ever since I was a filly! How do you think that made me feel... I was devastated!", Lightning Dust ranted, "But then I found others like me and made my own team... I thought I finally had something going for myself! And who turns up to bring everything I worked hard for crashing down again? You.", the green pegasus pointed.

Rainbow Dash could tell this might get ugly.

"Smolder? Take every creature back to the balloon, I'll meet you guys there."

"And you!", Lightning Dust said upon noticing Scootaloo in their midst, and began walking towards her "You're the reason why I had to disband the Washouts! If it wasn't for you then I'd-", she said before being stopped by Rainbow's hoof.

"Hey, leave her out of this... pick on somepony your own size."

The two pegasi's eyes locked onto each other, stern and protective meeting an envious rage that grew with every passing second.

"Oh, I plan on it..."

Rainbow was about to try and talk her down to avoid a hoof-fight, when she got the feeling that something was wrong, very wrong and very dangerous. The suspicion was confirmed as Lightning Dust's eyes filled up with a black substance than began streaming down her face like macabre tears.

"Go!, get out of here!", she shouted to the creatures behind her.

"You're going to pay, for RUINING... MY.... LIFE!!!", Lightning Dust yelled as a pillar of black magic exploded around her, making a gaping hole that went through the stadium seats above.

Rainbow Dash was knocked to the ground, she looked frantically around for her locker, seeing a trademarked Wonderbolt merchandise jacket sticking out from among the wreckage.

"Ah-hah!" she yelled triumphantly, reaching into one of the pockets, "You're so done now that I have... this!"

Lightning Dust cocked her head, raising an eyebrow sarcastically as her eyes turned pure white, a pair of shadowy wings growing from her chest and a curved, black horn now adorning her forehead.

Rainbow Dash looked at her hoof, revealing a couple of crumpled-up tickets to today's race, "Oh come on! Where'd I put that thing?"

The vengeful pony was done messing around, shooting a beam of dark magic at the blue pegasus, who jumped out of the way.

Must've left it in my saddle bag... Rainbow Dash thought to herself.

"Come on out Dash! We have some... unfinished business.", Lightning Dust hissed as she searched through the rows of lockers.

Knowing there was no way she could out-fly her now, Rainbow Dash rapidly tried to think of some way out of this.

"Hey! Over here you slowpoke!" her own voice shouted from down the hall.

Lightning Dust whipped towards the sound, taking off in a flash of black lightning. Rainbow Dash just barely caught a glimpse of... herself? as they rounded the corner and out of sight.

"Ocellus?", Rainbow Dash thought out loud.

"Yup! She's the distraction. What's going on with that pegasus?", Smolder said as she landed on the edge of the gaping hole in the ceiling.

"I have an idea, but it's not good; I need to get to my saddlebag from the balloon. Where are the others?"

Smolder waved her claws dismissively, "They're fine, probably already waiting for us there!"

"Alright, then let's go! Ocellus can only dupe her for so long!", Rainbow said as they took to the sky.

Another beam of dark energy ripped through the hallway, sending chunks of cloud and brick in every which way.

Around the corner, a small insect crawled out from under a door, turning back into a light-blue changeling in a flash of green magic.

Ocellus panted, both from exhaustion and from narrowly avoiding dying several times. She looked around for options of escape, laying eyes on a pair of double-doors with an exit sign above them not too far away. She morphed back into Rainbow Dash, looking both ways down the hall before making a break for it.

Upon reaching the outside, she scanned her surroundings again. Not a dark-magic-enhanced pegasus in sight.

Ocellus exhaled, "Must've lost her..."

"There you are!", Ocellus jumped as Lightning Dust's voice came from above her.

The changeling flew as fast as she could, hoping to distance herself as she thought through a dozen possibilities of what to transform into to hide.

Lightning Dust landed with a thunderous smashing sound into the pavement, springing into flight as soon as her hooves hit the ground.

As she closed the gap she suddenly tripped and ate clouds as she tumbled over herself a couple of times.

"What the?-", Lightning Dust said as she looked behind her; all she could see were two green horns poking through the ground.

"Sorry! Yona can't see where Yona going...", said a muffled voice from within.

Lightning Dust stared for a couple of seconds in confusion before snapping her head back to Rainbow Dash, who was now far, far down the street.

The green pegasus grunted angrily as she took off again.

"Ha! Got it!", Rainbow Dash said as she held aloft a diamond-shaped red jewel.

Sweetie Belle gasped, "Is that one of the Elements?"

"You bet it is, now we just have to wait for-" a cry for help cut her short, Rainbow turned to see Lightning Dust cornering Ocellus, obviously infuriated that she had been chasing a double.

The darkness around the green pegasus had grown, now rivaling the nearby buildings. Amidst thrashing tentacles of shadow, an equine head surveyed the chaos it was causing, watching ponies flee and structures crumble as it's power grew. The Pony of Shadows laughed maliciously.

The fear in the young changeling's eyes made Lightning Dust come to her senses. She looked around at the destruction this dark creature, no... she had caused.

"Thi-this isn't what I wanted! I just wanted to get revenge on Rainbow Dash, not hurt everypony!", she said, flinching as a nearby building was crushed, "The deal's off! You're going back where you came from!", Lightning Dust commanded the darkness.

Foolish pony... you belong to ME now, it's voice echoed in her mind as the black substance enveloped her.

"Hey!" Rainbow Dash shouted, "You let her go!"

The Pony of Shadows turned it's attention to the defiant pegasus, shooting a beam of dark energy. While it was distracted, Ocellus managed to slip by.

Rainbow Dash dodged it easily, "Hah!, you missed!", she taunted.

Sputters of smoke from behind alerted her to what it hadn't missed, the engine of the hot-air balloon that kept it afloat with constant heat.

Yona, Apple Bloom, Sweetie Belle, and Scootaloo screamed as the airborne vehicle began plummeting to the ground below.

"Uh-oh!", Rainbow said as she dived to catch them.

Ocellus and Smolder flew to the side of the basket.

"We got this! Go beat that thing!", Smolder shouted over the frantic occupants.

Rainbow Dash nodded and left the two students to save their friends, flying straight for the large writhing creature. When she made eye contact with the Pony of Shadows, she suddenly felt like she was being pulled forward.

Rainbow Dash covered her face with her wings, bracing for some sort of impact. When nothing happened, she opened her eyes.

She wasn't in Cloudsdale anymore, or anywhere for that matter. It was all black no matter which way she looked.

Somepony was crying not too far away, Rainbow decided to walk towards the sound.

Through the inky darkness, she made out the shape of somepony curled up sitting on the ground. Was it...

"Lightning Dust?"

The green and yellow pegasus glanced at her, tears dripping from her face.

"Rainbow Dash? How are you even here? It doesn't matter, just go away...", she said.

The blue pegasus silently sat down beside her.

"I've fought this thing before, pretty nasty guy, huh?"

Lightning Dust remained quiet.

"The first time he got this strong it was because somepony was jealous of his friends... are you... jealous of me?"

"Oh, now you figure it out! Of course, why wouldn't I be?", the green pegasus snapped, "You got to join the Wonderbolts while I got kicked out! And just when I started to make the best of a bad situation you showed up and only made it worse!"

"I-I'm sorry," Rainbow Dash said as she put a comforting wing on her shoulder, "I was so focused on myself that I never thought about how you felt..."

Lightning Dust sniffed, "We're not that different, you and me."

"Heh, besides a complete disregard for safety regulations, that is."

The green pegasus half-heartedly chuckled.

Rainbow Dash thought for a minute, "Hey, whaddya say I convince Spitfire to let you re-apply at the academy?"

Lightning Dust perked up, "Really?"

"Why not? I'm sure you'd pay close attention to all the rules and warnings from now on, or else you'll end up-"

"-in a full-body wing and hoof cast, drinkin' through a straw!", the two mares jokingly said in unison in their best impression of the fiery pegasi officer. The two of them had a good laugh as they wiped tears of sadness and laughter from their eyes.

Rainbow Dash helped her stand up, "You ready to do this?"

Lightning Dust nodded.

As if nothing had happened, the rainbow-maned mare's vision snapped back to her flying straight at the Pony of Shadows.

With renewed conviction and now two ponies to save, she clenched the gem in her right hoof, which glowed hot with pure energy.

Rainbow Dash reared back and then rocketed forward in a bolt of scarlet lightning, sending out a sonic rain-boom.

She punched through the chest of the dark creature, creating a large rift that quickly expanded with ruby flames, consuming its mass in a matter of seconds.

Everypony watched in awe as the Pony of Shadows disintegrated with cries of agony.

Smolder and Ocellus flapped with all their might as they tugged on the basket, doing little to slow its descent.

"Too much... yak!", the orange dragon grunted.

The light blue changeling started inspecting the heating element, seeing if there was some way they could turn it back on. If only we had some other way of generating heat... she wondered before looking to Smolder.

"Fire! We need fire! Make the air inside it hot!" Ocellus shouted.

After smacking her forehead with an 'oh, duh!' expression, Smolder clambered over to the opening in the canvas. She blew and blew, but no flames came out.

"What's wrong?", Ocellus asked.

"I can't breathe fire under pressure like this!", Smolder said.

Ocellus looked at the ground quickly approaching, "Well how else can you produce flames?"

"Uh...laughing? Tell me a funny joke!"

"...", Ocellus blinked.

"Okay... sometimes I breathe fire on accident when I'm scared, or I stub my claws, or-"

Not needing any further details, Ocellus shape-shifted into a crab and clamped down on Smolder's tail.

The orange dragon yelped, a bright blaze shooting from her mouth. The sudden stream of heat providing the force needed to slow the balloon down enough to land them safely on top of a tree.

Rainbow Dash and Lightning Dust landed among the cloudy streets, joining the crowd looking at the wreckage.

"You two better have a darn good explanation for all this!", Spitfire grumbled as she approached them.

"Oh, hey Spitfire! I know now might not be the best time, but can Lightning Dust have another go at the training academy?"

"What?" the Wonderbolt captain said, taken aback.

"Please?....", Rainbow Dash said.

Spitfire sighed, "Fine, but only because without you we wouldn't have taken second today either. But... I'm expecting a full-report from each of you regarding this entire disaster, in triplicate!", she added after the two mares started to celebrate.

"Wait.... me too?" Lightning Dust asked.

Spitfire got real close and pointed a hoof at her chest, "in....triplicate!", she threatened.