Fear Within

by VirtualCipher

Rating: teen
Tags: Adventure, Princess Celestia, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Dark, Sad, Other, Spike
Length: 222928

Twilight and her friends must find Spike and overcome their greatest fears.

Cover art by the amazing Emosite CC!
Check out her DeviantArt for more fantastic art!

Spike was filled with doubts, confusion and fear on where he fitted in the world. It scared him to think that he was nothing to his friends, to Twilight. After finding out the hard truth in an argument, he realises that this bond he shared with them was nothing but a mere illusion, a painful lie that shattered him completely. Becoming lost in his own misery, he runs away only to be taken by an offer.

A few months pass and struggling to manage, Twilight comes to terms with her mistakes and the search for Spike dies down. Seeking vengeance, past threats are united through fear by a demented alchemist who wishes to twist and ruin Equestria with the power of terror.

In a desperate attempt to try and find Spike once more, Twilight and her friends must overcome their greatest fears.

Published 2016-06-01 17:00:02 UTC
Last updated 2022-01-19 14:33:53 UTC

Chapter 2 - Loneliness

As the night retreated, the stars died out their luminous lights. Princess Celestia's sun emerged, glowing gold like an enchanted medallion placed perfectly within the centre of the endless, blue sky. Everything about this morning was beautiful, the sun, the sky and the nature that surrounded the small town Ponyville. The residents of Ponyville began to awake from their soothing slumber, getting ready to start the day with their hopes high and spirits wild. Throughout the years, Ponyville has developed many changes such as Twilight's new home becoming the castle of friendship. Twilight's newest student, Starlight Glimmer, had been assigned to the Crystal Empire to bond with her first ever childhood friend, Sunburst. After a late night of studying, Twilight slept in.

Spike, however, got up early to prepare breakfast. The small and inferior dragon dragged himself out of his comfortable bed, scratching his scales and rubbing the sleep from within his emerald eyes as he let out a yawn of tiredness, snapping himself awake. Spike followed the confusing hallways around the castle, but somehow he always managed to find his way without any trouble. He entered the kitchen and grabbed a stool, reaching the ingredients to prepare Twilight's breakfast. As a baby dragon, it was difficult for him to make meals due to his size as well as cleaning the castle due to no magic. However, he always managed to pull through. The smell of cooked waffles with fresh strawberries filled the air with delight, the scent awoken Twilight from her restful sleep. Twilight let out a peaceful yawn, smiling as she got out of bed to go to the kitchen.

Spike poured himself a bowl of cereal and began munching away while being greeted by his best friend.

"Morning Spike!" Twilight greeted while taking a whiff of her breakfast placed on the table before her. "Wow Spike, that smells delicious."

Spike just simply scratched the back of his head and smiled towards her compliment. "Thanks! I hope you like it!"

Twilight took a bite, her face indicating the joy that she could taste. "Like it? I love it!" She stated. "Your cooking never fails to amaze me, Spike."

Spike blushed at her kind words and resumed eating his cereal. A few minutes passed and the two had finished their breakfast and Spike hungered for a conversation. "So Twilight, how did your studying go last night?"

Twilight gulped down the last remains of her breakfast and replied. "It went rather well," Twilight replied. "I managed to find a new and efficient way of transferring materials from one place to another. However, the library's a little messy so I'm gonna need you to clean up."

"Well, are you going to help me?" Spike stupidly asked without thinking.

"I'm sorry, Spike, but I have to go meet the girls. We have a whole day planned out and we're going for a picnic. Which reminds me, could you pack some of your tasty snacks while I get ready?"

Spike put on a false smile and lifted his claw for a thumbs up. "No problem." He said, hopping off his chair, preparing to make sandwiches, nachos and whatever he thought would go well with the picnic he was not a part of.

A few minutes passed and Twilight used her magic to place the picnic basket on her back, carefully balancing it as if she was an acrobat in the circus. She then levitated a list towards Spike. "Here you go Spike, today's chores." She smiled.

"Joy," Spike muttered quietly under his breath so Twilight couldn't hear. He looked at the list, he had a lot to do today.

Twilight headed towards the castle's front doors, ready to set off. She waved goodbye to her fellow assistant. "Bye Spike!" She said her farewell. "Remember to clean up the library." She smiled before heading at the castle's front double doors.

Spike waved his goodbye, his fake smile slowly dying down. The moment the castle was empty he let out a sigh in sadness as well as anger. "Left behind again." He mumbled to himself, dragging his feet towards the section that contained the library. This wasn't the first time Spike was left out. Of course, there was the day he wasn't invited to Twilight's birthday party in Canterlot, in fact, he very rarely got to attend to any of his friend's birthdays. There was also the time he was left out when meeting Pinkie's sister, also, the Cloudsdale competition where Rainbow Dash performed her legendary Sonic Rainboom that he never got to witness. But what really irritated him was when he saved the Crystal Empire and he wasn't invited to see the preparation of the Equestria Games. All the times Spike was left behind, all the times he did nothing but work. Was he really considered a friend towards Twilight and the others?

After Spike reached his way towards the Library, the room was covered in books, it was almost as if it was a battleground, a war with a tonne of books just stationed on the floor.

"Oh, come on Twilight!" He complained in a furious tone.

Spike didn't let any time go to waste, he made his way towards the first book, picking it up with both claws and again, let out a sigh. "It's not fair," Spike cursed. "I'm always left behind whenever Twilight gets given the opportunity to do something fun." His thoughts began to run wild, pondering at the many times he was left out. It was at this moment Spike began to grow some sickening thoughts, wondering if Twilight didn't see him as a friend, but rather as an assistant, nothing more, nothing less. Spike shook his head, snapping himself back to reality.

"Why would I even think that?" Spike resumed picking up the books that were lazily placed on the floor. "Twilight loves me. We've been friends for years." He smiled while his thoughts were beings clouded of the past, remembering the time Twilight and himself used to play hide and seek or read stories together. It's been rather long since they did something together as friends.

The streets of Ponyville were heavily occupied. The moment Twilight came out, ponies began to greet her, respect her as well compliment her too. Twilight got a lot of attention, being a princess and all, but all this fame and recognition isn't what she desired. If anything it was making her late. A few minutes later, Twilight arrived at Sweet Apple Acres where all her friends were gathered around a picnic blanket, setting up the picnic

"Hey, Twilight!" Pinkie Pie bobbed up and down in excitement.

Around the blanket were her friends Applejack, Rainbow Dash, Rarity, and Fluttershy. Pinkie Pie was still hopping around next to her. The hyperactive pink pony was always in a joyful mood which easily lifted the others emotions to happiness.

"About time, you showed up," Rainbow Dash mocked as she saw Twilight.

"Sorry I'm late everypony," Twilight announced her presence.

"No need to apologise, sugarcube," Applejack said.

"Have I got a treat for you, girls," Twilight pulled out Spike's made sandwiches as well as his nacho wrapped in a plastic bag.

"They look delicious, Twilight," Fluttershy spoke behind her pink mane.

"Today is just gorgeous." Rarity declared. "I'm glad that we can have days like these."

"I'm just glad that after all we've been through we're still friends and peace can be maintained," Fluttershy said.

"Looking back at our past adventures we've really done a lot together. Stopping Nightmare Moon and freeing Princess Luna, defeating and reforming Discord, stopping the Changeling invasion, vanquishing Sombra and putting Tirek behind bars." Twilight recollected her memories with her friends, this gave the alicorn a bright smile.

"It just comes to show that our friendship is getting stronger and stronger every day," Applejack said, lightening the mood further.

"When we're together what's there to be concerned about?" Rainbow Dash asked. "We've managed to reform, vanquish and lock up the biggest bad guys in the whole of Equestria, what's there to be worried about besides a few phoney, frauds that seek attention." She ridiculed.

"Here's to us!" Twilight promulgated. "Friends until the end!" The six began to laugh and cheer, having the time of their lives with nothing to ruin the moment. It seemed that in Equestria everything was in peace, everything was calm and tranquil.

Two hours passed and Spike managed to clean the library as if it was new. However, he noticed one book that was placed on Twilight's desk, one that he forgot to put away. As Spike proceeded towards Twilight's desk he noticed the book was labelled as 'Memories.' Spike carefully grasped the book in both claws and opened it to the first page. The book was filled with pictures, photographs of Twilight and her friends, her family, the princesses. There was only about a good five photos of him in there. Just by scanning through all the pages, Spike immediately grew depressed. 'How much have I been missing out?' He thought to himself. Spike closed the book and went to place it within the only gap left on the bookshelf. "Boy, I really need to clear the dust off these shelves befor-" Spike closed his eyes and produced a devastating sneeze of flames.

"AH-CHOO!" The only thing that could be heard, echoing through the castle's halls.

Spike instantly opened up his eyes and looked at the book in his claw, his heart sinking endlessly. The pages were in shreds and the book itself was still on fire. "Ah!" Spike dropped the remains of the book and began to rapidly stomp out the flames. The book was left in a rotten and deceased state. Spike picked up the remains and flicked through the book's burnt and shredded pages. "Oh no! Oh no! Oh no! Oh no!" Spike panicked. "What am I gonna do?! What am I gonna do? What am I gonna do?" He repeated to himself in a distressed manner. After a few minutes of constant freaking out Spike couldn't think of a solution, he was in deep trouble.

"Okay..." He said regaining his breath. "I could hide the book and- No that didn't work last time." Spike found himself cornered. 'Well, I could always confess.' He thought. Spike began to realise that this book was no magic spell tutorial, instead, it was every memory of Twilight and her friends, every success, every achievement, every happy moment... gone. The thinking was like a needle sewing through his mind, he really had no idea what to do, he didn't want to disappoint Twilight, but whatever choice he made it would seem that he would disappoint her no matter what. What was he going to do?

The moon was illuminating bright, sharpening its glow around the pale night sky.

Twilight's day planned out to be the best just like always, when she was with her friends she could always feel something pleasant as if she could overcome anything. The castle doors flung open and Twilight came prancing along the halls that could easily be compared to the way Pinkie Pie prances. "Spike?" She called out. "I'm back!" To her surprise, she found Spike next to her within the instant she called him.

"Hi, Twilight!" He said, shaking and nervously sweating.

"I just had the most terrific day!"

"I bet you did." Spike finished, nervously laughing.

"The picnic was fantastic! We laughed and shared joy throughout the town, we paid a visit to the spa for a relaxing treatment and then Pinkie Pie came up with the most brilliant idea ever! She decided to host a party within the town's hall, it was amazing!" Twilight went on. "Everypony was there. The Cutie Mark Crusaders, the Apple Family, Cherilee and even Discord and boy did he make quite the show. Everypony loved his comedy act. I only wish that tonight would have lasted."

Spike just stared at Twilight, a little sad. Again, he had missed out on another opportunity to have fun.

"Anyway, how was your day Spike?" Twilight stupidly asked.

Twilight should of known how his day went with the mess he had to clean up because of her. Spike gave her an angry glare, it seemed okay because she wasn't even looking. "Well-"

"That's great!" Twilight rudely interrupted, not even listening or giving him a chance to talk. She walked upstairs and began to get herself ready for bed. However, she noticed Spike being a little edgy when he walked by.

"Spike? Are you feeling alright?" She asked with concern.

"Never better." Again, he said while looking a little nervous.

"You seem anxious, what's wrong?"

"Nothing. I'm totally fine." He laughed but began to feel defeat. "Well, listen Twilight... I... I'll tell you tomorrow." He quickly shut his mouth to prevent any sort of conflict.

"Okay then. You look pretty tired, why don't you get some sleep, my number one assistant," Twilight suggested.

Spike simply nodded and headed upstairs. 'Assistant...' He miserably thought to himself. His face just gave out, his expression was reduced to a sad frown while finally making his way upstairs and pulling himself into bed. The uneasy and dark thoughts plagued his mind, corrupting the roots of his brain, is that all he is? An assistant? As he laid in bed, he was sad, sickened by the nasty and cruel thoughts of what Twilight could only see him as. Eventually, Spike managed to gently close his eyes, locking them shut as he fell into a deep sleep, still uneasy and anxious about what Twilight saw him as.

Chapter 3 - The Truth Revealed

The morning played out just like yesterday, and the day before yesterday, and the day before that. Spike had got himself up early to prepare Twilight's exquisite breakfast meal while he had himself the usual bowl of cereal. Shortly after, Twilight had finally got up and ate her breakfast and talked to Spike about how spectacular yesterday was. At this point, she was just bragging about how much fun she had while he was cleaning up her mess which she could clean in an instant with her magic.

After breakfast, Spike cleaned up the kitchen while Twilight decided to do some reading in the library.

"Hey Twilight, I'm heading out for a walk, alright?" He called out to Twilight who was reading.

"That's fine, Spike," Twilight barely acknowledged him.

Spike just sulked and headed out. His chores were done from yesterday and there wasn't much to do but clean up Twilight's mess after he got back from the library. He had quite some time to spare so why not take a visit to see some of his friends.

Spike wandered to Sweet Apple Acres where he would find Applejack apple-bucking.

"Hey, Applejack," Spike greeted.

"Oh, hi Spike," Applejack replied.

"Do you need any help?" He asked just like a good friend would.

"Mighty kind of ya, Spike, but apple-bucking takes some serious strength. Ah don't think this is something you can handle." She innocently laughed.

Spike felt a little crushed by the way she said that. He may have been a baby dragon and all, but he wouldn't consider himself weak, he carries Rarity's bags and they weigh a tonne.

"Oh, okay." He replied to Applejack's somewhat mean comment. "I'll see ya around."

"Make sure ya tell Twilight ah said hi."

Spike wandered just outside of Ponyville where he noticed a cosy little cottage sitting on the edge of a little hill, isolating itself away from the populated town of ponies and the darkened depths of the terrifying Everfree Forest. His eyes immediately target a butterscotch mare, feeding her animals.

Spike approached his kind friend Fluttershy. "Hi, Fluttershy." Spike greeted with enthusiasm. This startled the cautious mare, turning around but relieved to see it was her little dragon friend.

"Oh my goodness, sorry Spike, you gave me a little fright."

"Oh, my bad."

"It's not your fault, is there anything I can help you with?" She asked.

"I was going to say the same thing to you," Spike answered.

"I'm fine Spike, I can't talk much right now, though, I need to feed Angel and the other animals."

"Well, let me help," Spike insisted.

"I don't think that's a good idea, remember last time when you had that cold and you nearly burnt off Harry the bear's little tail. It's best if you leave this to me."

"Okay..." Spike held down his head, clearly Fluttershy didn't want help either.

"Tell Twilight I said hi," Fluttershy said.

Spike found himself in Ponyville again when he heard the sound of his stomach growling like a pack of wolves. "Guess I could do with a snack." He told himself, heading towards Sugarcube Corner.

"Psst... He's coming." An unknown voice whispered.

"Quick get ready." The other whispered.

The moment Spike opened the door, he didn't have time to even look around or walk to the counter. A bucket of water was splashed onto him filled with ice. Spike fell onto the floor, shivering like he was in pain. He looked up and saw Rainbow Dash and Pinkie Pie laughing like mad. He would have been mad, but he couldn't even talk, he was stuttering due to how cold he was.

"Wh-wh-wha-t was-s that for?" Spike forced out, holding himself as the freezing cold water sunk into his scales.

"Pfft. Lighten up Spike," Pinkie Pie obnoxiously said. "We were only fooling. A brave and tough dragon like yourself can surely take it," Upon saying this, she couldn't keep a straight face while saying 'brave' and 'tough.'

Spike looked around and noticed there were a few other ponies in the café laughing at his pain.

"Yeah, a 'brave' and 'tough' dragon that wears a frilly apron can sure turn out to be a lame dragon," Rainbow Dash laughed along with Pinkie, a few others were laughing as well.

Spike's cheeks went red as an apple, embarrassed when Rainbow mentioned the apron he likes to wear. Suddenly, Spike didn't feel hungry anymore. He got back up on his feet and stormed out of there.

"Let Twilight know that we said hi!" Pinkie Pie called out to the mad dragon storming off while Rainbow Dash was laughing.

As Spike walked around Ponyville, cold and wet, he stopped when he noticed the Carousel Boutique. Spike's heart began to pump twice as fast knowing that the pony he dreamt of was there. Spike progressed his was towards the front door and gave a slight knock.

Immediately, Rarity came to the door and answered with such enthusiasm. "Welcome to the Carousel Boutique, may I-" Rarity looked down and saw her little dragon friend. "Oh... Spike, darling, just the dragon I wanted to see."

Spike felt his heart jump up, bouncing like a ball. "Really?" He answered in happiness.

"I need you to clean this place until it's spic and span," Rarity ordered.

Spike felt a little broken. He thought he could have proven his usefulness but instead it was the same thing with her, clean this place up, be a pincushion, listen to me do drone on about a charming, but ignorant stallion that has no interest in herself.

After an hour of cleaning up and doing the rest of what Spike predicted. He listened to Rarity drone on about some stallion he has never heard of.

"He's going to be visiting tomorrow, what do you think I should wear?" Rarity asked.

"You look fine as you are Rarity," Spike complimented.

"Why, thank you, Spike, but seriously this is no time for flattery, I must make a unique first impression."

"Unique first impression?" Spike was confused.

"Oh, if only you knew what love was Spike, it would be easier for you to understand."

From hearing this, Spike felt irritated. What does she mean by if he knew what love was? He's been worshipping her, slaving himself away, and she has the nerve to say that to him.

"Uh huh, listen, I'm going to go and see Twilight now, alright?"

"Of course, darling, make sure to tell her I said hi."

Spike sighed. "Will do..." He said, dragging himself sadly.

As Spike dragged himself back towards Twilight's castle, he felt empty with no emotion, he was confused to why his friends would turn him down, he rarely gets to spend time with them and half of the time they insult him due to his size or strength. Spike finally made his way home and noticed Twilight was still reading, it was pointless to notify her that he was home, whenever it cam to reading, Twilight would always be in some kind of state, a trance. He didn't bother and decided to go back to bed and that's where he slept, his day was turning out to be awful.

One Hour Later...

"SPIKE!"

Spike had awoken from his deep, relaxing sleep to the sound of Twilight calling his name, echoing through the endless corridors. He promptly pulled his blanket and hopped out of his basket and ran towards Twilight's voice. Her voice sounded desperate and in distress, Spike was just hoping this was important.

"SPIKE!" She called out.

Spike made his way to the library where an angry Twilight was standing before him with a livid expression on her face, she looked disappointed in the young dragon.

"What is it, Twilight?" He asked, rubbing the sleep from his eyes and letting out a small yawn. The moment he stepped into the room a burnt book was thrown before him so he couldn't take another step. His eyes targeted the book, his body was frozen solid.

"Explain yourself!"

Spike looked down and held onto his tail as tightly as he could, he slowly began to stutter. "W... well, I cleaned up the library like you told me too... and I put away every book except for your book of memories... and I sort of sneezed."

"Memories?" Twilight levitated the book towards her, she was astonished to find that the book was her memories, her past. She flicked through all the pages in horror to see every photograph of her memories burnt away. "Spike... how could you?!"

"It was an accident, I swear!" Spike pleaded.

"Every memory I had was in this book, every achievement. What were you thinking?!" She scowled angrily.

"But Twilight, it was an accide-"

"If I've told you once then I've told you a million times: stay away from the books when sneezing!"

"I know, but-"

"Every happy memory, the photos I could look back on and be proud of were in that book and now it's gone all because of your foolishness."

"Twi-"

"Do you literally not listen to a word that I say, can't you follow the simplest of instructions. Why must you be a nuisance! I swear sometimes I think you-" Twilight stopped herself the moment she heard the sound of the poor dragon sniffing, slowly choking on his tears. "Spike? Are... are you crying?"

There was no reply. Spike's head was just pointing down as he let his tears spill. Twilight immediately felt bad, sympathetic towards her assistant. "Spike... I'm..."

"SHUT UP!"

Twilight quickly backed away from the dragon's sudden outburst. Horrified at what he had just said. "Don't raise your voice at me like that Spike."

Spike wiped the tears from his eyes and argued. "Well don't insult me over a dumb book."

"Dumb?! Spike every accomplished and happy memory was in that book."

"Well, at least, you have happy memories!"

"What are you talking about?"

"I looked through that book and I saw five photos of me, the rest were of you and your friends, accompanied by the princesses, your family, and even the Cutie Mark Crusaders! How much have I been missing out?!"

"You haven't been missing out!"

"Haven't I? What about the time when you all went to Cloudsdale to see Rainbow Dash's Rainboom? And where was I? I was cleaning up your mess!"

It was a fact that Spike did miss out on Rainbow's victory during the Cloudsdale competition. Twilight did recollect.

"How about the day where you celebrated your birthday in Canterlot without inviting me!"

Twilight couldn't remember, she could have sworn Spike was at her party in Canterlot, after all, it was her birthday so how could she forget him? Somehow she did.

"And the National Dessert Competition? You didn't even notify me."

This was all too true for Twilight, however, she never really took time to notice how Spike was left out.

"There was the time you got to meet Pinkie's sister, the time when you all got to go to Manehatten to help Rarity with her new store. You'd expect me to be some kind of hero considering I prevented a war from the dragons and ponies during the Gauntlet of Fire, but no! It was just the same old Spike stay here. Spike clean up after my mess. Spike stay here and do nothing while I go have fun with my friends!"

Twilight just held herself within the same position, taking every word in.

"Oh wait! How about the time when I saved the Crystal Empire, but everypony was more happy about you passing your stupid test! I didn't get any recognition from you girls whatsoever! And then you all got invited to go see the Equestria Games tryouts while I was left behind despite the fact that I saved the empire!"

Twilight did have to admit, it was a little cruel for Spike to not be invited to the Equestria Games. She couldn't bear to listen anymore, it was true he had missed out on so many wonderful adventures, life-changing experiences.

"And here you are, insulting me over a book that I accidently burnt. Sometimes I don't think you actually appreciate how hard I work for you!"

"That's not true Spike!" Twilight argued.

"Then how come you've never thanked me? How come you've never took any time to realise that I was feeling hurt?"

"Well..."

"You managed to cause mayhem throughout the town because you mixed the Elements of Harmony on accident, but somehow you don't get punished, instead, you're granted a pair of wings and the role of princess. What was Celestia thinking?! You have your kingdom to rule and you don't even know how to make your own breakfast! You act like becoming a princess has been the best thing that's ever happened to you!"

"Becoming a princess HAS been the best thing that's ever happened to me!" Twilight raised her voice.

"Well, it's been the worst thing that's happened to me!" Spike shouted, tears filling. "You're a princess. You don't need me, and sometimes you barely acknowledge me. You don't offer me to do anything fun. All I do is clean up after you over and over again."

"Spike you're my assistant, it's your duty remember?" Twilight reminded.

"Why do you keep saying that?!" Spike growled as he smacked both claws on his head.

"Saying what?"

Spike gave into his dark thoughts, what he truly was to Twilight. "I'm just an assistant. Assistant. ASSISTANT!" He roared.

"What else do you want me to see you as?"

"A FRIEND!"

Twilight felt an uneasy feeling within her body, she had empathy leaking towards the young dragon. "Spike, of course I see you as my friend."

"Then why can't I believe you?" He questioned. "Ever since we moved to Ponyville you've been avoiding me. While you're having the time of your life, I'm the one that's working, being bullied, and ignored!" Spike was letting his anger get the best of him.

"Spike that's absurd!" Twilight reasoned.

"Is it?" He questioned. "I'm either being downgraded to a baby that can't do anything by Fluttershy and Applejack, whenever I offer them help they quickly turn me away as if I'm the definition of trouble. Rainbow Dash and Pinkie Pie are targeting me when it comes to pranks, they're not even funny pranks, they're hurtful. They make fun of me because I don't look or act like other dragons, I'm basically being bullied!"

"And the worst of it is Rarity! All I do is work for her just to get a little bit of respect or recognition but I continue to be neglected. Rarity takes advantage of me just so she can get free labour and she still stays in denial about the fact that I like her, she even goes a far to say that I have no idea what love is which hurts!"

"Spike..."

"AND YOU!" He pointed towards Twilight with an angry expression. "When I was hatched I didn't have much of a choice, I was given to you as a friend, but you only see me as your assistant, you may love me, but you don't show it. How come I never got to come to your birthday? How come I never got to go to anypony's birthday? Last week you forgot my birthday and you decided to celebrate the anniversary of when you and your friends got your cutie mark instead!"

Twilight didn't know what else to say. She never noticed that Spike had missed out so much. The rift between Twilight and Spike was growing stronger throughout the argument. There was nothing but silence as Spike finished his rant, Twilight just stood there, shocked by the way he felt, the way he was treated.

"Spike... why didn't you say anything?"

"I did, but no matter how many times I tried you still didn't listen, you would just keep yourself busy with reading or having fun with your friends while I was kept in the dark. Do you even love me?" He asked, quivering his lip a little.

"Spike I do love you and you are my friend, I didn't mean to leave you out on purpose... It's just that... I forgot about you..."

Spike felt his heart being pierced, sliced into tiny pieces the moment Twilight said the word forgot. His eyes began to swell up with tears. "Forgot about me..." He repeated Twilight's exact words.

Twilight looked at him, fazed by how sad he looked, how upset he was. With no warning Spike ran past Twilight and went running down the main hall, running away from her.

"SPIKE WAIT!" She said while putting up her hoof. "I didn't mean it like that!" Twilight watched in dread as Spike ran out the double doors, crying in misery from what she said.

'Oh dear, what have I done?'

Chapter 4 - A New Friend

The moment Spike was outside he continued to run, closing his eyes with tears forming, he was emotionally hurt, being forgotten by his best friend. Not many ponies took notice to the dragon running, they just ignored him. As he ran further and further away from his home, he had no idea where to go, he just kept running straight. He bumped into a few ponies who just shoved him back. "Watch it!" They said in an angered tone. Spike was stumbling over himself but kept running aimlessly. He ran deep into the heart of the Everfree Forest, unknown to what would await him along with the word 'FORGOTTEN' buzzing in his mind like a bee, tormenting him repeatedly. It was driving him insane, dragging him into the depths of an endless pit filled with insanity and sadness.

Eventually, Spike collapsed onto his knees and resumed crying his eyes out, he was in pain, easily being forgotten.

"Why?" He asked himself. "Why can't you just treat me like a friend instead of an assistant," Spike curled himself up into a ball of depression, hoping to escape the cruel and pitiless world he was suffering in. "Am I easily forgettable?" He sniffled.

The moment Spike shut his eyes, he heard a vicious growl and he could smell something foul. He instantly opened his eyes to see three pairs of eyes glowing green in the dark forest around him. Immediately, Spike began to back himself up from the illuminated eyes, already knowing what they were, the smell coming from their breath was pretty obvious. From out of the darkness three Timberwolves leapt towards him, snarling at their prey as he fell, still backing himself up until he met a boulder blocking his path from escaping. The Timberwolves growled in hunger as they were ready to pounce on their latest meal. Spike curled himself up and closed his eyes, silently cried to himself.

"I'm sorry..." He mumbled.

As Spike accepted the inevitable he heard the wolves howl, but not in the way he was expecting. He looked up and saw the three wooden wolves on the ground, clawing their heads in a painful way. Their eyes were glowing red, and it looked like they were in pain. Two of the Timberwolves got up and began to run while the other one ran into a tree causing it's body parts to disassemble. Spike watched as the Timberwolves fled in terror, uncertain of what had just happened. Was it luck? Spike turned his head to see a shrouded figure hiding under his hood, standing in front of him.

"Ah!" This caused the confused dragon to fall back down and back away from the slender figure. He curled himself up once again, hiding from any sort of pain he was going to bring to him.

"What tortured soul cowers before me?" The figure asked.

Spike looked up and the concealed figure made his way closer towards him, he was no longer in the shadows. The figure knelt down and his face was revealed to be Fright. The stitches, the scars, the ripped mouth knocked Spike sick to the very core of his stomach.

"Wh... who are you?" He asked with anxiety.

"I am no one important, Spike. But you may call me Fright." He replied.

"What? How do you know my name?" Spike interrogated.

"Who wouldn't know the name of the dragon who saved the Crystal Empire?" He praised the frightened dragon.

"Are... are you going to hurt me?" Spike said, still scared by his appearance.

"Hurt you?" Fright gave a small laugh. "Why would I hurt a young and brave dragon like yourself?"

Spike began to stutter. "Well the Timberwolves were going to... and..."

"I did what had to be done, I did what was necessary; saving you."

"What did you do to them?" He asked, curious to know.

"I only gave them a taste of their own personal fears," Fright explained.

"Personal fears? How?"

Fright stood up and offered Spike his hand. "Every living thing in this world has a fear. You only need to learn how to expose it as a weakness. Do you see this syringe around my wrist?"

Spike's eyes analysed the sharp, stomach twisting syringe.

"This allows me to inflict terror into the minds of those who oppose me. You see, dark magic is a pure and efficient source of energy, it's something that I cannot possess, so I manage to manufacture my own type of dark magic, a spell that can make any being hallucinate their worst fears, their devastating nightmares. It usually acts as an aerosol, which I demonstrated with those Timberwolves. But with this syringe, I can directly administer the fear into the bloodstream of my enemies which is just as powerful as inhaling the gas."

Spike offered his hand and he was pulled up, not harshly, but in a rather gentle way. "Thanks." The moment Spike was back on his feet, he began to clear the dirt of his shoulders and body. He looked up at the rather frightening creature that saved him. "Fright? I hope you don't mind me asking, but what happened to your face?"

"My face? Now that's a long story, one that's best saved for later." He told, avoiding the subject. "A better question is how did you end up in the Everfree Forest?"

Spike's facial expression grew into a miserable sulk, his eyes pointed down in sorrow. "I got into an argument with my friend, Twilight."

"Twilight. Twilight Sparkle... the Princess of Friendship, am I correct?" Fright asked, holding his face while thinking.

"Yeah," Spike answered. "Basically, Twilight's been ignoring me when it comes to having fun, she takes her friends and does so many incredible and fun things without me, but she told me that this entire time... the years that we spent together... she's forgot about me," Spike began to choke, rubbing his eyes. "She thinks that I'm just her assistant, nothing more."

"A dragon like you deserves better."

"What?" Spike asked a little bit muddled.

Again, Fright knelt down and was face-to-face with Spike. "A dragon who dedicates most of his time to please others around him deserves someone who cares for him. I'll be your friend, your true friend." He said.

"You mean it?" Spike felt a warm feeling growing inside his heart, feeling happy and content.

"Of course, but you must make a decision." He announced, his face went from becoming calm to looking serious and cold.

"What's that?" Spike asked.

"I can see that you have been hurt, shattered into depression. I can offer you happiness and recognition as well as respect!"

"You can?" Spike said with his hopes being lifted.

"Definitely. I can help you show Twilight that you are more than just an assistant. But of course, you will have to leave Ponyville for a few days."

"What?" Spike asked in disbelief. "I don't want to leave Twilight. This is my home and I love her."

"But does she love you?" Fright spoke.

"Of course Twilight loves me," Spike argued.

"Then why did she forget you on all her adventures, her life-changing journeys? She managed to take her friends, but why not you?"

Spike had no way of arguing back, it was true that he was forgotten by Twilight and probably the rest too.

"Why do I need to leave for a few days?"

Fright began. "Firstly, there isn't a future for you here. Secondly, there isn't anyone who takes you seriously. But if you come with me, to my home, well, I can fix you." He declared. "Twilight Sparkle is the Princess of Friendship, she has Celestia, Luna, and Cadence as contacts. If you were in any trouble or in any sort of harm, well, they'd find you within an instant. They know Equestria like the back of their wings. I'm only asking you to come with me for a few days and then you will be reunited with your so-called friends."

Spike couldn't argue, he didn't want to leave Ponyville with some random stranger he just met. However, he couldn't stand the thought of going back to Twilight. If he does, the whole thing will play out in the exact same way again, he will be, furthermore, neglected.

"So Spike, have you made up your mind?" Fright questioned the pondering dragon who was struggling to think.

Spike gave into his thoughts and responded, his mind made up. "I'll come with you."

"Excellent!" Fright exclaimed, proud of his choice. "You will see Twilight and the rest of Ponyville once we've finished bonding as friends. You will be guaranteed happiness, my young friend."

"Shouldn't I go tell Twilight about all this? She'll be worried sick."

"Do what you wish, however, you do realise that the moment you confront Twilight about this then she'll forbid you from leaving," Fright informed. "You don't want that now do you?"

Spike's voice lowered to a whisper. "No."

"Then come along," Fright said, moving deeper into the dark and eerie forest.

Spike took one last final look at Ponyville. 'I'm sorry Twilight, but I can't live my life being easily forgotten.' He turned back around a followed his new friend deeper into the Everfree Forest.

Chapter 5 - Guilt

"SPIKE WAIT!"

The moment Twilight managed to make her way outside, Spike was nowhere to be seen, he vanished without a trace. Twilight began to look around frantically, analysing her surroundings, but she could only see ponies walking along, going on about their day. She noticed Lyra and Bon Bon sitting on a bench together. She zoomed towards them both as fast as Rainbow Dash.

"Have you two seen Spike?" She said, panicking.

The two just looked at each other and shook their heads. They weren't the only two that failed to give information about Spike's whereabouts, no one seemed to know where he went. An hour passed and Twilight was still looking for Spike, but she eventually began to lose hope, he was nowhere in Ponyville which means that he was long gone. Twilight stopped dead in her tracks as she remembered Spike's heartbroken face, his eyes filled with gloom as every tear spilt, all she could think about was how she hurt him, how she destroyed his feelings. Her eyes began to water, filling with tears.

"This is my fault... He was right... I never saw him as a friend..."

She laid down on the dirt covered ground. "What have I done?" She asked herself. As time passed, grey clouds began to form, swirling and forming a pattern of sadness, flooding over the afternoon blue sky. It began to rain, but she didn't care, all she cared about was seeing Spike. It wasn't long before she got up and went to her castle, still miserable from the events this morning. From there, Twilight stayed locked in her room for the entire day.

Two Days Later...

Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie Pie were walking along the streets of Ponyville, it was a day like any other, the residents of Ponyville were going on about their day too. The cutie mark crusaders were playing, Diamond Tiara and Silver Spoon joined in as well, they've become very good friends ever since Diamond Tiara stood up to her mother. Applejack, Rarity, and Rainbow Dash couldn't have been prouder of the former Cutie Mark Crusaders: Apple Bloom, Sweetie Belle, and Scootaloo after gaining their cutie marks. It seemed that everypony was happy.

"Where the hay was Twilight yesterday?" Rainbow Dash asked her fellow friends as she was flying above their heads.

"Ah ain't too sure," Applejack said.

"I thought she said she was going to meet us at Sugarcube Corner this morning, then head to the train station to visit Canterlot?" Rarity spoke out her thoughts.

"Maybe she forgot..." Fluttershy spoke.

"Twilight wouldn't forget, the egghead's always got a schedule to make her remember," Rainbow stated.

"Ormaybeshe'sgoinginsaneandlockedherselfinhercastleslowlylosinghermindbecausewedidn'tcheckuponhersooner!" Pinkie Pie said without taking a breather. Everypony just looked at her, confused to what she had just said. "What? It was only a thought."

"Maybe we should check on her," Applejack suggested.

When the five mares reached the towering and bright castle, Rainbow Dash found herself to be the one knocking on Twilight's door, however, to everypony's surprise, the main double doors were unlocked, they slowly began to open the moment Rainbow placed her hoof while knocking. "That's odd." She said.

Quietly walking in, all mares scanned around the castle's hall entrance. It seemed to be getting bigger and more spacious every day. The stained glass windows gave an effect of beauty, it was fantastic to gaze upon the patterned windows to see what the five mares had accomplished along with Twilight.

"Twilight?!" Pinkie Pie called out. "We're here to check if you're insane!"

"Quiet down Pinkie!" Rarity demanded.

They continued along the halls only to find the rooms emptied of life, it was like a graveyard. The five mares continued their search only to reach the throne room and that's where they saw Twilight, slumped over with head on the table, sleeping stressfully.

"Twilight?" Applejack approached.

Twilight's eyes instantly shot open like a bullet speeding by. She turned to see her friends standing beside her. "What are you girls doing here?"

"We came to check up on you darling," Rarity said. "We didn't see you all day yesterday."

"We thought you might of went coo-coo," Pinkie Pie said, impersonating an insane pony in the mad house.

"Are you alright, sugarcube?" Applejack seemed a little concerned for the lavender alicorn, especially due to the fact that her eyes were bloodshot. Also, she looked as if she had been crying.

"I... I..." Twilight didn't know where to start.

"Umm, Twilight, where's Spike?" Fluttershy asked.

Twilight's heart skipped a beat. She closed her eyes and began to sniffle, tears could be seen.

"Sugarcube? What's wrong?" Applejack grew a worried expression. The rest were worried as Applejack.

Twilight gave in, she burst out into tears; crying like mad. "I yelled at Spike and he was upset, I was being cruel and selfish to him, he was telling me about how he's been alone, neglected and bullied and I didn't take any notice because I was too busy having fun while he was being ignored. I told him I forgot him... and... and... that face... his eyes... he was destroyed with misery and I just stood there... he ran away and I don't know where he went and... and..."

Applejack pulled Twilight towards her, giving her a hug. "Shh. Calm down, Twilight. Relax."

Twilight just silently resumed sobbing to herself.

The others were just looking at her, devastated by her sudden outburst. Applejack slowly pulled Twilight away from her. "Now Twilight. Ah'm gonna need you to repeat what you said, but, this time, ah'm gonna need you to slow down, okay?"

Twilight just nodded, wiping the tears produced from her sadness.

Rarity walked up to the distressed mare and used her magic to hand Twilight a tissue. "Now Twilight, darling, calmly explain what happened?"

Twilight wiped her tears and began to calm down. "Well, two days ago I had an argument with Spike because he accidently burnt a book that shared my memories with you, my family and the princesses. He noticed that there was rarely any photos of him, he was missing out and I foolishly denied that he was lonely. He was hurt, I was being insensitive and he was angry, he told me how all of us treated him wrong."

"Us?!" Rainbow yelled. "What did we do?"

"He claimed that we all neglected him, we didn't invite him to do anything with us. There was the Cloudsdale competition, my birthday, and the Equestria Games tryouts." Twilight choked up a little. "He told me about how he was feeling useless, how he was turned down by Fluttershy and Applejack."

Applejack and Fluttershy turned to each other, looking a bit guilty. "We never meant to hurt him, it wasn't our intentions to make him feel useless," Applejack explained while Fluttershy looked as if she deserved the blame.

"He went on about how he was being targeted by your pranks," Twilight turned to Pinkie Pie and Rainbow Dash. "He said they weren't funny, they were just hurtful."

Pinkie's hair deflated in sadness. "Our pranks were hurting him?"

"Hold up!" Rainbow ordered. "Our pranks were hurting him? That's nonsense!" She said in anger.

Twilight continued. "He was fed up with the way you were treating him, making fun of him because he didn't act like other dragons."

Rainbow Dash's face sank from anger to guilt. "Okay, maybe I went a little too far when it came to mocking his appearance."

Twilight then turned to Rarity, she already looked guilty, the look of grief in her eyes. "His feelings for you have always been true, he was mad because you were taking advantage of him." This caused Rarity to look down upon herself, heartbroken for the dragon. Everything Twilight said was true, she was using him as a puppet; a slave and she was the queen.

"And I was the worst. He spent all this time cleaning up after my messes while I was having fun. I told him I forgot about him... his face... he was heartbroken, he ran away and I don't where he is..." Again, Twilight began to produce a stream of tears. "I don't know what to do... I'm scared..."

The throne room was an assembly of guilt, a graveyard had more cheer than Twilight's castle. Everypony hung their heads in shame, were they really that cruel to Spike?

Fluttershy walked up to the crying alicorn. "We'll find him..."

Twilight wiped her tears. "What?"

Rainbow Dash backed up Fluttershy. "Yeah! we'll find the tough, little guy."

"And afterwards, we can throw him a WE'RE SORRY PARTY!" Pinkie cheered.

"You're not alone on this one Twilight," Applejack spoke.

Twilight began to smile, regaining hope. She turned to Rarity who still looked gloomy.

"It's my fault this has happened as well, Twilight. I should have been more direct and thoughtful towards him," Rarity confessed.

Twilight looked at her five friends, smiling. "Thank you... all of you... I can assure you all that it was never your intentions to hurt Spike, and we'll find, we will make this up to him."

Ever since then, Ponyville was put on high alert. Everypony kept a look out for the dragon, searching for clues that could lead them to Spike's whereabouts. It seemed that the former Cutie Mark Crusaders did their best to help, saying that they saw him run into the Everfree Forest. Over the past week, nothing. It was as if Spike vanished without a trace, Twilight was losing hope. The struggling six ponies had no other choice, they contacted Princess Celestia to keep Canterlot on high alert as well. It didn't lead them anywhere, so Princess Celestia notified the land of Equestria, cities to find the missing dragon, a reward was at hoof if anyone found Spike, or if they knew his location.

Three months have passed since then and it never seemed the same without Spike. Rarity continued to make dresses, but it was never the same without the dragon who flattered her in the kindest ways. Rainbow Dash still searched for him, but she knew it was heading nowhere, she didn't want to disappoint Twilight. Being loyal as ever. Fluttershy had to tend to her animals, she did help in many ways, but it didn't lead anywhere. Just like Fluttershy, Applejack had to work on the farm, there wasn't much she could do, however, she apprised the entire Apple Family to keep a lookout, and so they did. Pinkie Pie did her best, she was determined to make it up to Spike no matter what. Twilight... every day she grew depressed, hopeless and desperate. Not even the princesses knew where he was and they inspected every known location in Equestria. Sending scrolls to Spike didn't do anything. He never replied. After that, Celestia had to send messages to Twilight if she needed to be called upon.

Twilight had to face it... He was gone.

Three Months Later

There was nothing but silence the moment Twilight entered the throne room, Applejack, Rainbow Dash, Rarity, Pinkie Pie and Fluttershy were called to have a meeting with her.

"Girls... these past few months have been difficult I'm not gonna lie. You have all worked so hard and I'm proud of your efforts. You've all shown determination, resilience and bravery. But now. I'm calling off the search."

"WHAT!" Everpony asked in complete and total shock.

"Twilight you can't be serious?!" Rarity said.

"Spike's ah part of our friendship, this family we've managed to build," Applejack persuaded.

"We can't just give up!" Rainbow said arrogantly.

"I still need to give him the best and super, fantastic and amazing party in the whole of Equestria!" Pinkie exclaimed.

"Girls!" Twilight yelled. "It's been three months and I have to accept that Spike is long gone, we've done everything to try and find him, but maybe he doesn't want to come back."

"What do you mean Twilight?" Fluttershy quietly said.

"I hurt Spike, I forgot him when I was having fun, you girls didn't see him. His face, his eyes, he was overcome with pain and agony. I allowed this to happen. I can only say that... I have to call off the search and wish that he's happy," Twilight started to smile, but tears could be seen. "I hope he's living a satisfying life, the one I didn't give him," Twilight hung her head as she cried an endless stream.

Fluttershy got up first and approached Twilight, giving her a hug, comforting the poor mare. Applejack proceeded to do the same as did everypony. This turned into a group hug, gently and softly crying to each other, wishing Spike is living the life he chose.

'I'm sorry, Spike.'

Chapter 6 - The Attack

A week passed since the search for Spike slowly died down. Some ponies refused to give up like the Cutie Mark Crusaders, they didn't want to give up on finding Spike but at this point it was hopeless, everypony knew that. Even they did. It never did seem the same without Spike and it never will. There was no motivation for Twilight or admiring for Rarity, it was quiet without him. Twilight's friends came up with a solution that she should have a new assistant. At first, she was against the idea but she was talked into it, she liked the idea of having a new assistant to help her. In the end, Twilight chose a new assistant, a filly named Dinky who was capable of working up late and showing improvements in her magic. Her mother: Derpy, was up for the idea and she couldn't have been prouder of her little muffin. It seemed that Twilight did improve on her mistakes. She never asked Dinky to make her breakfast, lunch or dinner, she only focused on her to clean up the library and she was perfectly capable of doing so. Unlike Spike, she was given the weekends off, what a thoughtful idea. Things have gotten better for Twilight and now a month has passed.

Manehattan

Manhattan was a city like no other, the streets were always occupied by its residents, TV screens were on towering buildings advertising a new product. At night, Manehatten was new and different as Luna's moon glowed in the dark. On the streets walked an Earth pony with an off-white coat and two-tone blue mane and tail. She was wearing a white-bordered lavender sailor collar with a scarlet tie and a tri-shade hair clip in the back of her mane. Coco Pommel was taking a relaxing walk, surrounded by the upper-class ponies either walking beside her or past her. She was heading to a local theatre to take a break and watch something. However, the moment she was about to open the double front doors, they were held for her by a stallion.

"After you." He gestured.

It was quite hard to find manners in a big city like Manehattan, but there was something different about this stallion, something that made him stand out, he was rather charming and delicate. Also, he had a messenger bag around him.

"Oh, why thank you," Coco thanked him. "Such nice manners." She said walking into the theatre as the stallion behind her followed.

The seats were packed, quickly taken by Manehattan's citizens, there were only two sets next to each other, beside Coco was the same stallion who opened the door for her.

"Looks like we're next to each other." He pointed out.

Coco only gave a smile and headed towards her seat along with the kind stallion next to her. There was something rather odd about this stallion, something that just didn't seem right. Was it the bag? The two began to chat among themselves before the show started, it appeared they had a lot in common, favourite hobbies, favourite food, favourite everything. The curtains drew back and the play commenced its introduction, this immediately silenced everypony, all eyes were on the stage performers who were doing a spectacular job! However, as the play progressed, about five minutes in there was coughing coming from the performers, they were getting out of character. It wasn't long before the audience started to cough as well. Worried and suspicious, Coco turned to the stallion who appeared to be grinning at her, giggling. There was smoke coming from his bag.

"What's so funny?" She asked in a rather intimidated whisper.

The stallion's skin vaporised, burning off to reveal that of a savage changeling. Before she could scream, she was tackled to the ground and the changeling zoomed past her. The moment she blinked she was in an entirely new different world. The theatre had changed, it was dark along with the stage lights flickering red. The sounds of screams could be heard, ponies were either running or cowering in fear, beating each other up, throwing punches in panic. Coco couldn't believe what she was seeing. She began to back away in fear, that is when she noticed something crawling on her hoof. A spider. Deep within her subconscious, her fear for spiders grew stronger every day.

"Ew!" She flicked off the arachnid. The moment she looked back up, everypony were now spiders, their eyes were soul piercing, their fangs were bloodthirsty. Her body trembled, her eyes darted back and forth as everypony grew eight legs, attacking each other.

"What..."

The theatre was filled with screams as everypony attacked each other while thinking they were being attacked by their horrific nightmares. Coco watched in horror as pony sized spiders began to aggressively beat themselves, this wasn't the only thing terrifying to her. She looked down to see at least a thousand miniature spiders crawling over her legs, making their way up to her face.

"NO! NO! GET OFF!" She screamed! Her worst nightmare was coming true as her body was being engulfed by spiders. She continued to scream which only made things worse, the eight-legged bugs made their way into her mouth, trying to dig under her eyes. The screaming continued, but not just hers, everypony sounded like they were dying in that theatre room.

The Next Day

Ponyville

Within the small town of Ponyville, Twilight's castle shined bright as the town remained calm and peaceful. Celestia's sun was radiant just like always and it gave off a liberating feeling to the residents of Ponyville as they went on about their day. Happy and content, Twilight's newest assistant: Dinky skipped through the halls and into the throne room where she would meet the Princess of Friendship along with her six friends gathered around the circular table, each sitting on their throne with their cutie mark shown. All thrones were filled, all except one that belonged to Spike. That small throne went unnoticed, it was nothing but a memory now.

"Princess Twilight?" Dinky called out, checking in the throne room to make sure she wasn't interrupting anything important.

Rarity was talking to Applejack and Fluttershy about her recent trip to Fillydelphia. Pinkie Pie was rambling on with Rainbow Dash about some stupid, funny prank that wasn't hurtful, she claims this one is her best yet and Twilight was just reading one of her favourite books. Besides Twilight was her protégé, Starlight Glimmer, she had returned back from the Crystal Empire two months ago and she was devastated to hear about Spike's disappearance, but like the others, she managed to carry on and defeat the sadness that was growing in her heart.

Twilight turned to her new assistant and smiled. "Yes, Dinky?"

"I've finished my chores and done preparing the arrangements for your sleepover." She smiled in accomplishment.

"That appears to be your chores done for the day, good job!" Twilight smiled, approving of the young filly's accomplishment.

Dinky smiled, showing her teeth and putting on her cutest face.

"You're turning out to be a pretty cool and rad assistant, Dinky," Rainbow Dash complimented.

"I agree with Rainbow," Applejack spoke.

"You're very helpful too," Fluttershy added.

"I even made this cute little bow for you, darling," Rarity said, using her magic to levitate the diamond filled bow towards Dinky which made her squee in joy.

Pinkie Pie finally added. "Don't forget we still need to throw you your appreciation party!"

Dinky looked at them and smiled. "Gee, thank you all. I mean it's nothing really, I'm just helping Twilight and trying to be the best assistant I can." She then turned to Twilight. "Considering I finished all my chores, does this mean I can go home now?"

"Of course," Twilight said. "Have a nice weekend!" She said waving as did everypony else.

"You too!" Dinky shouted in joy as she ran to the castle's front doors.

As Dinky exited the castle, Twilight turned to her friends and started. "Thanks again for coming over girls."

Starlight backed up. "Yeah, we will admit things have a been a little rough sleeping alone. We're just so used to hearing the sound of a baby dragon snoring at night." She laughed.

"It's not a problem you two, it's been a little rough on all of us lately," Rarity confessed.

"Let's just make this night rock!" Rainbow Dash cheered.

'"Yeah! Pinkie Pie agreed. "I've brought my smile bringing cupcakes of goodness."

Before Twilight could respond, a poof of smoke appeared that indicated a letter was being sent by Princess Celestia. It was quickly received to Twilight. The cheering produced by Pinkie Pie was quickly brought to a halt when she too noticed the poof of smoke.

"What's that Twilight?" Fluttershy questioned.

"A letter from Princess Celestia," Twilight said with her voice sounding a little alarmed. She used her magic to levitate the scroll, opening it to reveal her teacher's message.

"What does it say Twilight?" Rainbow Dash questioned further.

"My faithful student,

I bring terrible and frightening news. Last night, Manehatten suffered a crisis; the local theatre room had been attacked, injuring twenty-eight ponies. It is most imperative that you and your friends come to Canterlot at once. We may be facing with a power that can destroy the land of Equestria. Please, hurry Twilight Sparkle, there is an escort awaiting your arrival in Canterlot.

Your Mentor, Princess Celestia."

As Twilight finished reading the letter out loud, it brought confusion and apprehension to the throne room, it was now a room of silence. Looking rather flummoxed, Twilight looked up at her friends who were showing the same facial expression as she was. The message from Celestia was urgent and it sounded desperate.

Twilight finally spoke. "Change of plan, we're needed at Canterlot immediately!"

"So... no cupcakes then?" Pinkie Pie innocently squealed.

As the seven progressed to Ponyville's train station, they entered the train that was destined to arrive at Canterlot.

The trip to Canterlot wasn't entirely exciting but rather agonising. What was this crisis in Manehattan? Why was this so urgent and why did it seem like Celestia was frightened? These were thoughts buried deep within Twilight's mind as she desperately wanted to know. The others took notice of Twilight's sudden silence, it was best if they waited until they got to Canterlot. Twilight continued to stare out the train's window, gazing upon the sudden change from Ponyville to Canterlot. These thoughts began to change and run wild, the change from Ponyville to Canterlot was reminiscent to when Twilight first arrived in Ponyville and how she slowly began to push Spike from her memories.

Canterlot

What seemed like forever, the train finally made its stop at Canterlot. The moment Twilight stepped off the train, she spotted her BBBFF: Shining Armor from the crowd.

"Shining!" Twilight said happily while running towards him, both hugging.

"Hey, Twily," Shining greeted.

"What are you doing here?"

"This morning, Cadence and I were called upon by Celestia, it was urgent, something to do with an attack in Manehatten is what Celestia's letter said. She sounded desperate which was a little frightening. Anyway, here I am now, tasked with escorting my little sister to the castle." He smiled, wrapping a hoof around her shoulder.

"I think I can handle myself," Twilight replied, sharing a laugh with her big brother.

"Wait a minute," Rainbow Dash cut in. "If you and Cadence are here then who's looking after Flurry Heart?"

"Yeah, we got Sunburst to do that. I just hope he's doing a good job." He answered, sounding a little regretful.

"How is Sunburst?" Starlight curiously asked.

"He's doing fine and in fact, he's actually been helping out the guards with healing potions." He informed.

"Well, enough talking I guess. We need to report to the princesses," Twilight looked at her brother. "Would you like to lead the way, our escort?"

Shining nodded and the mane six, including him, proceeded into the glamorous and sophisticated city of Canterlot filled with such beauty and such astonishment. Rich spires and golden towers towered over them, making them feel insignificant, but not in a threatening way, a way where they felt stupendous. Two times Applejack caught Rarity trying to wander off to see the residents of Canterlot, trying to start a conversation, but Applejack was not allowing it. The walk in Canterlot was prolonged, everypony in Canterlot went on about their day, but they seemed to move very cautiously, scared about something, same could be said about the upper class, posh ponies.

Applejack observed Canterlot's residents and questioned. "What's wrong with everypony? They look frightened."

Shining answered. "Rumours must have quickly spread out about the crisis in Manehattan. The faster we report to Princess Celestia, the better."

Finally, the seven reached the royal castle, doors opening with a few guards roaming the castle while staying on guard and there appeared to be a few servants as well, serving tea and biscuits. Once Twilight along with her friends and BBBFF reached the throne room, they made their way towards the Princess of the Sun who was sitting on her throne. Sitting beside her on the left was the Princess of the Night: Luna. Sitting next to Celestia by the right was Cadence who looked delighted to see Twilight. The hallway that led to the ruler's throne was seemingly endless and around the throne room where the stained windows of victory and harmony showing every glorious moment in history starting from the reformation of Nightmare Moon to apprehending Lord Tirek and banishing him back to the depths of Tartarus. It wasn't just victories, but accomplishments too, like Twilight deeming herself fit to become a princess and ruling her own kingdom and Spike saving the Crystal Empire by delivering the Crystal Heart to Princess Cadence.

They all bowed to the princess, all but except Twilight who smiled as she greeted the princess. Questions were running through Twilight's mind like a running track for athletes. She was curious and dying to know what happened in Manehatten.

"Princess Celestia. Luna. Cadence," Twilight greeted them all in a happy manner.

"Twilight Sparkle," Celestia greeted as she hopped off her throne and approached her fellow ponies. "You're all here, good." She announced. "By now you should know that there was a crisis in Manehattan, something I have never seen before."

Rarity gave a concerned look. "What could have possibly happened?"

Celestia gave a serious, but grim look towards the ponies around her. "Forgive me for being so distant on the situation, but last night Manehattan's theatre was attacked."

"By who?" Pinkie Pie questioned.

"Not much has been confirmed, however, witnesses reported seeing a changeling fleeing the scene," Luna informed.

"A changeling?" Twilight arched a brow. "But we made peace with them, with Thorax in command we showed them we could live in peace, in harmony."

"I'm afraid this changeling belongs to Chrysalis," Celestia informed. "She must have regained a new army during her time hiding in the shadows."

"What is this bug-brain monster up to this time?" Rainbow growled while shaking her hooves.

"Why would she attack Manehatten?" Fluttershy asked, shivering a little.

Pinkie Pie answered, "Duh! She's evil!"

Her facial expression transforming from serious to worried. "The attack involved something that I had thought was long gone, something threatening and powerful that can easily break the minds of any being in the whole of Equestria." She focused on Twilight. "Twilight, do you recall the events of the Crystal Empire when you were trying to locate the Crystal Heart?"

"I do," Twilight obediently answered.

"And do you remember Sombra's illusion?"

Twilight felt disturbed as she remembered the door. "How could I forget. Sombra's dark magic, he created a door that leads anypony to their worst fears. What I saw was my greatest failure."

Celestia resumed. "This changeling managed to infiltrate Manehattan's local theatre undetected and use a spell that could create fear. Everypony in that theatre room witnessed their worst fears come to a reality and now they are traumatised to the point where they can't acknowledge their surroundings."

"Hold up a minute! Are you sayin' that the changelings have the power to create fears?" Applejack spoke with a nervous tone.

"From the evidence we've gathered from reports and witnesses, it sounds just like the dark magic Sombra used," Celestia informed.

"But why Manehat-"

Suddenly a harrowing sound filled the room, screeching and buzzing in everypony's ears. Everypony covered their ears, tightening their eyes and grinding their teeth in pain and agony. Fluttershy instantly collapsed onto the floor while covering her ears and hiding her face with her wings, expecting the worst thing to happen. The colourful and joy-bringing stained windows began to fade into darkness. Only black was seen. Slowly, the stained windows of the past's victories formed a sinister figure, standing tall, cloaking his face under his hood, only revealing his jaw which already sent chills. This disruption wasn't just happening in the castle's throne room but to the whole land of Equestria.

Celestia gazed at the figure, instantly remembering the figure.

The figure spoke, speaking directly to Celestia.

"You thought I was gone didn't you, Celestia? But like all great and dark fears I returned. Tell me, how long will harmony keep you blinded? How many lives will you put at risk just to keep this pathetic land safe? You are nothing but a coward that hides behind her throne, waiting for harmony to plague the land that you cherish. You have no idea what I have in store for you, the attack in Manehatten's theatre room was just a taste."

Manehattan

All ponies gathered on the streets, looked out their windows and saw the figure surrounded by darkness. He was appearing on the screens that would usually be monetizing products.

"To the inhabitants of Manehatten, Celestia has withheld the truth from you all: You are not safe, you are not protected. Tomorrow, I will corrupt this wretched city until it is nothing but a sea of fears, every single pony will tear their throats out in horror." The figure lifted his disgusting and stitched face, showing it to the world he was threatening. "Prepare yourselves for a fright!"

The public screens switched off and it was followed by screams as the ponies of Manehattan began to frantically panic and scream.

Canterlot

The stained windows returned back to their original design, being released from the figure's control. Twilight and her friends were astonished.

"What a horrific mask!" Rarity said in disgust.

"I didn't realise it was Nightmare Night already," Pinkie Pie joked.

"That wasn't a mask..."

All heads turned towards Celestia.

"That was his face."

"WHAT?!" Rarity said in disgust. The others were nauseated by the appearance.

"His name is Fright, he's an expert in creating illusions, mainly hallucinations based on your worst fears like Sombra. He's been missing for years now, I presumed he was deceased, but it seems that I've let him become a threat. If a changeling was a part of Fright's plan then this must mean he's formed an alliance with Chrysalis."

Celestia turned to her sister.

"Luna, we must evacuate Manehatten at once."

"Of course, sister," Luna acknowledged, quickly teleporting to alert the guards.

"Manehatten is going to be evacuated. If Fright's threat is true, he is going to corrupt the city until it won't be inhabitable for any being," Celestia spoke, a little frightened.

"A disgusting wizard who's bent on madness and terror. This is so awesome!" Rainbow squealed in excitement.

"Princess Celestia, wait!" Twilight called out, following her. She pursued her mentor, leaving her friends to discuss what had just happened. "Celestia wait!" She managed to catch up to the white alicorn in another room. "Who is Fright?"

Celestia stopped dead in her tracks and let out a sigh. "Twilight. Fright is nothing like Nightmare Moon, nothing like Discord or Tirek. He's... sick..."

"Sick?"

"Fright takes pleasure in seeing his enemies suffer, he wants to see those he hates broken, he wants to hurt everyone mentally. He's insane!"

"How do you know so much about him?"

Celestia's eyes showed sadness. "Fright was once a student of mine just like you, Twilight. Believe it or not, but Fright was once a pony, a unicorn who studied magic just like you. His resilience and determination were outstanding, but his desperation was something else. Once he discovered about dark magic, he became enthralled by it. He then began to study the history and any relative information on King Sombra, he wanted to know what was making him tick: What the source of his power was. Darkness, hate and fear. Of course, King Sombra was fueled by all of that which gave him his power, unlike anypony his heart was a black as night. Fright, on the other hand, he only knows how to create illusions based on his enemies fears, but still he is dangerous."

Celestia approached Twilight. "Twilight, I need you and your friends to head to Manehatten tomorrow night and confront Fright, apprehend him before he reduces Manehatten to a wasteland."

Twilight was filled with determination. "Don't worry Princess, by tomorrow night, Fright will be stopped."

"Thank you, Twilight."

It took ten hours for the whole of Manehatten to be evacuated into other cities like Baltimare, Fillydelphia and so on. Canterlot were receiving ponies from Manehatten too, seeking shelter. The guards were evacuating in the victims on gurneys who were exposed to the outbreak. Applejack and Rarity were shocked to find that their beloved friend Coco was a victim along with twenty-seven others. One was even a filly. Most of them were curled up, shaking themselves and some were still screaming in pain by what they had witnessed.

The throne room was now occupied with Twilight and her friends, huddling around each other and having a discussion with the matter at hoof.

"We're going to Manehatten?" Fluttershy asked in trepidation.

Twilight huddled around with her friends, discussing the matter at hoof. They were ordered to put a stop to Fright's invasion in Manehatten.

"From reports of what happened in the theatre room, Celestia suspects that Fright and the changelings are going to destroy Manehatten with fear, we can't allow that to happen!" Twilight explained.

Fluttershy was shaking in trepidation. "Can't I just... stay here?"

Rainbow Dash rolled her eyes and replied. "C'mon Flutters, we pretty much beat bad guys all the time now, it's become a hobby. What's there to be afraid about this freak?"

"His face..." Fluttershy whimpered.

Rarity spoke up. "Fluttershy, darling, I will agree with you that this monster has a terrible sense of fashion and a nauseating face, but Manehatten is in peril. If Fright succeeds then he'll probably try and aim for Fillydelphia next or Ponyville. I mean Applejack and I saw Coco, she was, unfortunately, one of the victims in the theatre and it looks like she's been traumatised for life. We can't let that happen to anypony."

Pinkie Pie quickly interrupted. "Maybe he needs a friend? Or a party. That seems to cheer everypony up."

"Ah don't think it's gonna be that simple, Pinkie," Applejack sighed.

Unexpectedly, Princess Cadence, Shining Armor and Princess Celestia approached the six mares.

"The entire city of Manehatten has been swept clean, everypony managed to get out safely." Shining Armor stated.

"Where have they been evacuated to?" Starlight questioned.

"Baltimare, Fillydelphia, Canterlot and the Crystal Empire. All kingdoms have been notified to be on high alert. Small towns such as Ponyville and Appleloosa are being guarded too."

"Which reminds me, Cadence, you're needed back at the Crystal Empire," Celestia added.

"But what about Shining?" Cadence asked, her face showing a little worried.

"Tomorrow, Shining Armour is going to be helping Twilight get into Manehatten, he is aware of the risks and he has agreed to protect his sister no matter the cost."

"I'll be fine Cadence," Shining assured his wife. "But the question is will you be alright? When Sombra began to invade, you forced yourself to use all your magic to keep the empire safe, you didn't even sleep. I can't have you going through that again."

Without any sort of expectation, Starlight stepped up.

"Maybe I can help? I've been studying magic since I was a filly and with Sunburst's magic and mine working as one we can create a barrier from our magic, the empire will safe without a doubt." She smiled.

"Starlight, you'd do that?" Twilight asked, feeling a little gifted to have such a thoughtful friend.

"Of course."

"Then it's settled. Cadence and Starlight Glimmer will be escorted to the Crystal Empire. And Starlight... thank you." Celestia thanked.

Starlight simply blushed in response.

"Be careful Shining," Cadence said.

"You too." Shining Armour pulled in Cadence to give her a hug goodbye.

And with that, Cadence and Starlight exited the room, taking a flying chariot back to the Crystal Empire.

As Cadence and Starlight left, Twilight spoke.

"Princess Celestia?" She addressed the princess with a nervous tone towards her voice, causing all her eyes to be focused on her. "You said you once knew Fright when he was a pony. How did he end up like that?"

Celestia only responded with a sigh, she looked disturbed. "When Fright was a student he went into studying magic just like you Twilight. However, one day he became fascinated with a subject known as dark magic. In time, dark magic wasn't as effective as he intended it to be. It can only be used when you are filled with such hate. The only pony that had such hate within his heart to produce dark magic was King Sombra, no one else. After researching King Sombra, he became obsessed as if he wanted to be him, but it was impossible, his mind slowly deteriorated. I ordered him to put a stop to his obsession with Sombra's magic, but he didn't. It wasn't long until he found out how to create spells that could produce fears. He began to test them on anything that had a soul. After putting a stop to his research, he went mad and became infuriated. But one day, he went too far. He finally created a potion, a brew that would make him contain the powers Sombra had, but instead it turned him into an abomination. His face began to slowly burn and he concealed it by making a new one out of rags, stitching what he had left of his skin. His fixation led him to become a monster he is now."

The rest were astonished to hear about how a pony went mad with magic and too much power.

Celestia continued. "Twilight, if Fright succeeds in his plan-"

"He won't!" Twilight quickly interrupted.

She paused and replied happily to her bravery. "Thank you. All of you. I will make sure that you are all awarded greatly for your bravery."

Once the night had set in, everypony rested at the moon's request. Twilight and her friends were staying in Celestia's castle. Everypony got to sleep rather fast except for Twilight. There was something that was just bothering which prevent her eyelids from closing. Today was just too fast for her mind to wrap around. Manehatten being attacked, Queen Chrysalis's return, Fright's threats and seeing Celestia scared. However, there was one thing that was gnawing away in Twilight's mind, with the danger now at hoof, she could only think about Spike and how he was, hoping that he was out of harm's way.

"Oh, Spike. I hope you're okay."

Chapter 7 - Nightmares

Darkness.

Darkness was the only thing Twilight could see, hearing her own breath and the steps she was cautiously taking as she tried to take in what was going on. She began to aimlessly wander around the endless, unlightened void. She was clueless and scared, wondering how she got here in the first place. At first she thought she was blind but she used her magic to illuminate her horn to act as a light; a torch that stands out from the dark. As her horn gleamed and twinkled, the darkness faded a little which was enough for Twilight to take in her surroundings, easily recognising where she was without any trouble or doubts. She was in one of the corridors of Canterlot's castle, but why was it so dark? She appeared to be alone.

"Hello?" She called out, hoping to reach contact with anypony. "Princess Celestia?" Again, she called out in hopes of hearing her delicate and calm voice. "Is anypony here?"

Twilight continued to cautiously move around the castle but stopping dead in her tracks the moment she heard what appeared to be sobbing. This made the frightened alicorn anxious and tense, on the brink of freaking out. She slowly advanced towards the sound of distress until she entered the throne room, her eyes widening on what she was seeing, her heart pumping to a point where it would fall endlessly into her stomach. The centre of the throne room was brightened by a spotlight above and there laid in the centre of the throne room was her dedicated and young, loving dragon assistant who had curled himself up into a ball as he laid there crying.

"Sp... Spike?"

Twilight couldn't believe her eyes, it had been ages since she had seen Spike. Was this an illusion? A mirage? This all felt so real. Continuing, Spike was curled up, crying with his back faced towards her. Sympathy began to run through her body, clouded with guilt. She slowly proceeded towards him. Twilight finally approached the mewling dragon.

"I'm... so sorry." She said, gently lifting her hoof to calm him.

Before she could even touch him, Spike quickly turned around and let out a disturbing scream at her. It wasn't Spike, his face was replaced with Fright's. Twilight quickly fell and screamed in horror by what she was looking at. Spider-like arms that ended with needles stuck out of his scaled back, towering over her as his eyes glowed red with vengeance on his mind.

"All these years I was nothing to you! I did everything to please you and you used me, neglected me and hurt me. I loved you and you forgot me!" Spike shouted in a very abhorrent tone. "It's because of you I'm a monster, the fears I had to deal with were my suffering!"

Twilight began to back away, her eyes still attracted to the disfigured dragon.

"I'm... I'm sorry..." She began to feel tears within her eyes.

He was about to strike but a light shined from within the distance of the castle's halls. The horrid creature instantly vaporised the moment the light hit him. Twilight flinched, causing herself to curl up in dread. A few seconds later, she reawakened and took in her new surroundings. Instead of a dark and endless void, it was white. Before her was Princess Luna, standing tall. This entire experience was nothing more than a dream, however, it was more like a nightmare and horrible one, too.

"Princess Luna?" Twilight recognised, panting for air.

"Twilight Sparkle, art thou alright?" Luna concerned for the frightened alicorn.

"I'm fine." She sighed, slowly getting back up on her hooves. "This... this was all a dream wasn't it?"

"More like a nightmare."

Twilight pushed her head down, closing her eyes as she tried to remove that frightening and horrible face from her mind.

Luna continued. "It's been four months since Spike's disappearance and I believe that you're still worried about him, aren't you?"

Twilight looked back up and spoke. "Yes. I've known Spike since I was a filly and we were such good friends... He mentioned that when we arrived in Ponyville I began to push him away when it came to fun and I only relied on him for work and he was right. The moment I told him I forgot him, it tore him apart. It was my fault he ran away and now he's... I don't know, I try my best not to think about where he is now..."

"It is logical to have such cruel nightmares when you're worried about someone you deeply cared for and you're worried about tomorrow am I correct?"

Twilight gave a simple nod. "Spike leaving and this whole invasion with Fright and the changelings is all just too much to take up. I just wish Spike was here."

"We all miss him Twilight, but you can't keep blaming yourself for his disappearance." Luna gently lifted a hoof towards Twilight's chest. "It wasn't your fault."

"But it was! I used him for my own needs and what did I do for him in return? Nothing. I forgot him, I'm supposed to represent friendship and I couldn't even treat Spike like a friend." Twilight stuttered, quivering her bottom lip a little, she could feel herself being dropped into a pit of depression. "Do you think he'll come back?"

"I don't know, but Spike is smart and brave, he will come to his senses and realise that it wasn't your intentions to hurt him. You have to stay strong. Tomorrow is going to be a long day and you need all the rest you can get. Until tomorrow, Twilight Sparkle. May you sleep well."

"Thank you, Luna."

Manehatten

The metropolitan city had never looked so grim before. The streets were emptied, desolate of life. Looking at it now is miserable. All of Manehatten's ponies evacuated because of vile threats from a psycho. With the city vacant, three voices could be heard snickering within the alleyway.

"I can't believe Fright I actually managed to pull this off." Spoke an infuriating voice, easily recognised to be Spot's.

"Look at this place!" Rover said in astonishment. "We're now in control of Manehatten, with no authorities around, we can do what we want!"

"What do we do now?" Fido asked.

"Simple you idiot. Let's go looting for anything shiny before Fright makes this place a nightmare." Rover's eyes glimmered just by thinking of how many gems could be within this area.

The three dogs went on to break into buildings and steal anything that was worth value to them. As time passed more and more of the Diamond Dog's guards started to cause havoc on the streets, breaking property and damaging buildings just to steal anything valuable. Above them watched Chrysalis, she stood tall on top of a building as she silently judged the dogs, hating them even more compared to ponies. This alliance she had to deal with was making her blood boil, putting up with ponies, dragons and dogs. But Fright. Fright was making her tick with anger like a bomb, she couldn't stand him. She constantly had to put up with fear this and fear that. Suddenly, his voice was heard creeping over her, causing her ears to twitch. She turned around to see Fright approaching her.

"Beautiful isn't it? A city emptied of authority and now we are in control all because of a few threats and a mere example of our power."

Chrysalis scowled. "Spare me the chit-chat, why did you want to speak with me?"

Fright responded with a stern look while interlacing his fingers together. "It concerns me that tomorrow night is going to be Manehatten's last stand which means Celestia will not go down without a fight. She'll be sending her six little pets to try and prevent our plan from succeeding, we cannot allow that to happen so we must prepare ourselves. The Diamond Dogs along with their guards have agreed to sweep the streets as well as every alley this city holds. And now all I ask of you is to ready your changelings, they can monitor the city's rooftops."

"You're a fool to think that I'm going to listen to your commands, ordering my changelings for your pathetic plan."

"Do you want revenge? Do you want to taste victory or do you prefer to be known as a failure that will constantly lose?"

Upon hearing this, Chrysalis frowned at his disfigured face.

"Chrysalis, you're strong, powerful and smart. The changelings you have under your command are obedient and faithful, they will do anything you tell them which makes you superior. The Diamond Dogs and the others are just our enablers, but you are something more, a key to the door that blocks our victory. Alert your soldiers and assign them to their posts and if all goes to plan, tomorrow night will be simple."

Canterlot

The sun rises once more, producing beams of light shining through the windows of Canterlot. There laid a wake Twilight Sparkle, still somewhat traumatised by last night's nightmare. Her eyes darted upwards, staring blankly at the ceiling. A knock was heard on her front door which dragged her back to reality.

"Come in."

The door opened and revealed Applejack.

"Sugarcube? Breakfast is ready."

"Thanks, Applejack," Twilight responded.

"Is everything alright?"

Twilight did her best to create a smile. "Everything's fine."

Applejack gave a stern look. "Twilight, I know you're lying."

Twilight blinked and let out a sigh. "Last night I had a dream, a nightmare and it was quite horrifying. It'd be best if I didn't go into detail."

"You're not the only one having nightmares. Fluttershy's been a little anxious about the whole Manehatten incident."

"Tonight is going to be dangerous, but we need to put a stop to this madness. Applejack, could you keep an eye on Fluttershy. I can't have anypony getting hurt, especially not her. She's too fragile."

"Of course, Twi. Now come on, everypony is waiting for us."

"I'll be right behind you."

Applejack left the room, leaving Twilight alone. Twilight looked out the window, staring at Celestia's sun. She didn't realise how grateful she was for gazing upon such beauty. Something lifted her, she smiled at the thought of Spike looking at the exact same thing she was.

Promptly, Twilight left her room as it was, not a single item was out of place and the bed was properly made with the sheets being tucked in, it looked new and untouched. As Twilight left her room, she descended down the castle's stairs and into the dining room where she saw her five friends gathered around a circular table where they were served breakfast. Each meal that was served before them were looking palatable and exquisite, however, despite the fact on how the food looked marvellous, not one bit did Twilight feel hungry. The feeling of hunger within her stomach showed no signs of normality, it was as if her stomach had just disappeared, leaving her to be empty of feeling delight and hungry.

While Twilight sat down with her five friends, Shining Armour and Princess Celestia along with Luna were nowhere to be seen. It appeared that Twilight was the only one who took notice of their presence. When she sat down, she stared blankly at her breakfast and not even feeling hungry. Her eyes felt empty with every moment she stared at her food, it almost felt as if her food was staring back at her. Twilight wasn't the only one who wasn't eating, but Fluttershy barely acknowledged her plate, she sighed and began to drift off, pondering the thoughts that went on in her mind.

With Pinkie Pie, Rarity, Applejack and Rainbow Dash enjoying their breakfast with such heavenly taste, Pinkie Pie greeted her alicorn friend with such enthusiasm and delight.

"Morning Twilight!" Pinkie Pie greeted as she enjoyed every little bit of her morning meal.

Despite her keenness, Twilight failed to acknowledge her, she appeared to be drifting off into space with thoughts swelling up in her head. Finally, it appeared that Rarity took notice to Princess Celestia not being present around them which lead up to her question, raising everpony's heads.

"Where's Princess Celestia?" Rarity questioned.

A servant came up to the table and placed a basket of bread into the centre, overhearing Rarity's question. "The princess has isolated herself in her study room, wishing to speak to the prince of the Crystal Empire alone."

"That's odd." Rainbow Dash commented.

"Indeed." The servant replied and then exiting the dining room.

Applejack's focus was on Twilight and Fluttershy, she was worried about them. They seemed blank like a white canvas with no creativity splashed onto its space of emptiness.

"Is everythin' alright Fluttershy?" She asked.

Fluttershy snapped out of her state of wonder and acknowledged her friend. "Oh, I'm fine Applejack." She lied, which Applejack could sense.

Already, Applejack knew the reason why Fluttershy was being quiet and antisocial, it was because she was frightened of what would happen when the night falls. She was scared because she didn't want to set a single foot in Manehatten and become a victim of that fear spell like those in the theatre.

"And what about you, Twilight?"

Twilight didn't respond, the look on her face expressed a feeling of concentration. She began to absorb the nightmare she had last night, remembering every word that Spike had said to her. She felt her soul being plagued with sadness; tainted with misery and grief. 'All these years I was nothing to you! I did everything to please you and you used me, neglected me and hurt me. I loved you and you forgot me! It's because of you I'm a monster, the fears I had to deal with were my suffering!' She continued to look back on every moment of her life as she was accompanied with Spike. From the moment she came into the wondrous town of Ponyville, she started to look back on how she treated him, hearing his voice bend the routes of her mind.

"Twilight?" Applejack spoke again, her eyes raising a little as well.

Twilight didn't respond.

By now, Twilight became the hub of her friend's attention as they grew a little worried by the way she was acting, not acknowledging her friends as she ignored their words, blocking them with thoughts.

Rainbow Dash backed up Applejack. "Yo, Twilight?"

There was still no response.

"Twilight? Darling?" Rarity delivered her words with a worried tone.

Shortly, Pinkie Pie followed. "Twilight? Anypony home?"

Still no answer. Finally, Fluttershy grew concerned for Twilight and spoke.

"Twilight? Are you al-"

"I'M FINE SPIKE!"

Fluttershy flinched by her sudden outburst as did everypony else, leaving them shocked. They were also taken back by the name of her assistant. Next, silence. Just pure silence as they analysed Twilight's face overcome with anger which was quickly transformed into somber. The dining room's atmosphere was now surrounded with particles of melancholy.

Twilight let her head sink down. "I'm... I'm sorry."

Before anypony could respond to Twilight's apology, Shining Armour burst through the doors with Princess Celestia following him.

"Princess?"

"Bad news everypony." Shining Armour stated. "But it appears that the Diamond Dogs are helping Fright."

"What?" Twilight asked in disbelief.

"Last night, Luna's guards went out scouting and came out with valuable information about Manehatten. The Diamond Dogs, as well as their guards, have been seen thieving and the changelings are using the rooftops as watch towers. It's impossible to get in." Celestia informed.

"Can't we just use Twilight's magic to teleport in there?" Pinkie Pie said.

"Using Twilight's teleportation spell could mean you'll end up anywhere in Manehatten. By the time you realise where you are, you'll be ambushed."

"Well, what do we do?" Rainbow Dash asked.

Shining Armour stepped up. "There is one way to get in, but none of you are going to like it."

"I think we can handle it." Rainbow Dash confirmed, showing a confident smile.

...

"THE SEWERS!" Rarity bellowed in disbelief, she was that shocked she could feel herself beginning to faint.

After breakfast was finished, the mane six along with Shining Armour went to the castle's library section to discuss their attack to stop the destruction of Manehatten. Rarity was horrified to learn that she would have to take the sewers to get into Manehatten. The others were just as disgusted as Rarity was, but they were determined to put a stop to Fright's plan.

"I'm sorry Rarity, but this is the only way," Shining Armour said with regret.

"A lady should not visit such a place filled with disgust," Rarity complained.

"Quit your whining Rarity!" Applejack barked. "Am just as mad as you are, but Manehatten is on its way to being flooded in fear."

Rarity sighed. "You're right. Please Shining Armour, continue."

"Right." Shining Armour laid down a map of Manehatten onto the table they were gathered around. "Here's a map of Manehatten. From what Luna's guards reported last night, the changelings are going to be positioned on the rooftops. The Diamond Dogs along with their guards will be watching the streets. Furthermore, Luna's guards also witnessed Fright in Times Square. He was seen with two identical ponies known as Flim and Flam and they appear to be helping him."

Applejack was scandalised hearing about Flim and Flam being a part of Manehatten's attack. "What on earth are those two filthy swindlers doing helping the changelings?!" She growled.

"I don't know, but they were seen planting an odd looking contraption in Times Square. We have word that it's a bomb."

"A bomb?" Fluttershy whimpered.

"I thought Fright was going to engulf Manehatten with his crazy voodoo, not blow it up!" Pinkie Pie cried.

"He is. The bomb has four canisters attached to it. It's been filled with fear that can act as an aerosol. When the bomb detonates, Fright's spell is going to spread through Manehatten, leaving it to be a wasteland."

"So what's the plan?" Rainbow Dash asked.

"First of all, will need to take the train to the outskirts of Manehatten. Once we arrive at the outskirts of Manehatten we will rendezvous with Princess Luna who will be waiting with reinforcements to drive out those vandals once we defuse Flim and Flam's contraption. If we enter the city like normal, will easily be spotted by the changelings and the Diamond Dogs which is why we must, unfortunately, enter through the sewers."

Rarity's face was once again met with revulsion just by thinking of the sewers.

"If we follow the route correctly we will arrive just below the theatre which is likely to be isolated due to the attack. When we submerge from the sewers, we will take refuge in the theatre, the place where it all began. Always be prepared. We must take out any threats quietly. Understood?"

"Ya hear that Rainbow Dash? Quietly," Applejack mocked.

"What's that suppose to mean?" Rainbow Dash angrily scowled at the cowgirl.

"Focus!" Shining Armor howled. "The theatre is within the area Times Square. When we see Fright preparing his little bomb will have to hide in the shadows or behind any objects, we can't risk getting caught when we're so close."

"What happens next?" Rainbow Dash questioned.

"Before he arms the bomb, we will have to quickly attack. Once we make our move, will need to carefully disarm the bomb. This is likely going to alert the changelings and Diamond Dogs so Twilight is going to have to teleport us all out of there along with Fright apprehended. Do you think you can handle that Twily?"

There was no answer. All eyes darted towards Twilight, again, she was lost in thought.

"Twily?"

Her mind switched back on as if it was a light switch. "Huh? Sorry, what?"

"Once the bomb is deactivated, we're going to need you to use your teleportation spell to get us out of there. Can you handle that?"

"Of course!" Twilight confirmed.

"Excellent! With the bomb defused, Princess Luna can move in with her soldiers and we can drive those vandals out of the city and peace can be restored."

"This is going to be awesome!" Rainbow Dash squealed in anticipation.

Once the briefing ended, the girls took off to grab something to eat, arriving at Restaurant Row, heading to The Tasty Treat where they would meet Saffron Masala and Coriander Cumin who delightedly served them their finest dish. Worth to mention: The restaurant had been packed with lots of customers thanks to the terrific job done by Rarity and Pinkie Pie.

Rainbow Dash wouldn't stop going on about how awesome she was going to be when infiltrating Manehatten and Rarity was still whining about how her fur was going to get wet or ruined when entering the sewers, the rest were just as disgusted by this as well, but Rarity was devastated more than anypony. As the six began to eat their food served by Saffron and Coriander, Applejack noticed Twilight was lost in thought again, almost looking as if she was in a trance.

"Twilight?" Applejack spoke, causing the alicorn to break free from her trance.

She simply looked up from the table they have sat around, she didn't bother to stretch a smile, she wasn't sulking. Her facial expression was neutral.

"About this morning," Applejack was interrupted, by Rainbow Dash, finishing her sentence.

"Do you want to tell us what it was about?"

Twilight looked down in sadness. "I'm sorry for yelling at you girls. Last night I just had an odd dream about Spike, it turned into a nightmare fast. When waking up, I never actually realised how much of an impact he had on my life. He was my number one assistant, my best friend. However, I never actually treated him as if he was my friend. Sometimes I wonder if I actually am a good friend."

"How dare you say something like that Twilight!"

Everypony looked towards Fluttershy who looked disappointed in Twilight.

"What?"

"How dare you say you're not a good friend. You united us from the beginning, you saved Equestria many times. We've managed to solve the worst things that doubted us. All because of you."

"Fluttershy's right, darling," Rarity spoke. "It had been you who predicted the return of Nightmare Moon, you brought us back from our horrendous, opposite selves to stop Discord."

"But most importantly, you trusted your thoughts and brought down Queen Chrysalis. Even though we abandoned you like a bunch of meanies," Pinkie Pie said sadly.

"And you managed to kick Lord Tirek's flank. Anypony would be lucky to have you as a friend," Rainbow Dash stated with care.

From what she had heard, Twilight smiled, a smile that was genuine and came from the heart. "You girls really mean that?"

"Of course, we do Twilight," Rarity said.

"Spike had a huge impact on all of us, but ya can't keep blamin' yourself for him runnin' away. We all took a part in hurtin' him and we can't forgive ourselves for that," Applejack said. "I know it hurts sugarcube, but it's like you said; Spike's gone and we need to accept that. All we can do now is wish he's living the life he chose and one day he'll come back."

Twilight smiled. The pain that she had felt within her heart began to ease, numbing away the dread that she felt. "Thank you, girls." She thanked her friends around the table.

Chapter 8 - Manehatten

Celestia's sun sank lower, sinking the light of day as it was drained into darkness, giving away into the beauty of the night that was soon to make its arrival. The air felt damp and cool while giving a faint breeze that had been accompanied with the beginning of the night. It now dawned and the sun continued to descend, the heavenly light began to extinguish through the wispy clouds, marking that the day was almost coming to an end. Twilight and her friends along with her brother/BBBFF found themselves at Canterlot's train station. Quickly and while they were unaware, Celestia approached Twilight unexpected. Despite the sudden appearance, this made Twilight feel at ease.

"All of you. What you're doing here is a very noble and brave. Please you must be careful," Princess Celestia said, placing her hoof on Twilight's shoulder. "I will make sure you are all commended after this night."

"ALL ABOARD!"

The train had finally arrived, their ticket to the Manehatten. Twilight looked back at her mentor. "Princess. If anything happens..."

Princess Celestia lifted her hoof, gently placing it below Twilight's chin. "Twilight, I have complete faith in you that you will succeed. Fright may be intimidating, but after what I've seen, the things you and your friends have accomplished. He's nothing compared to you."

Twilight was surprised to hear this, the tone of her voice was nothing but honesty and seriousness. This gave Twilight the motivation she needed, she became more confident too. "I won't let you down, princess."

Celestia smiled. "Good luck my little ponies."

Twilight turned to her friends who were behind her, smiling. Whenever she needed hope, guidance of help, Twilight could always rely on her friends. "Are we ready?"

"Heck yeah!" Came from a very excited Rainbow dash.

"Maybe," Fluttershy whimpered.

"Yee-haw!" Applejack hollered.

"Let's go and teach that ruffian a lesson," Rarity shouted.

"LET'S PARTY!" Pinkie Pie cheered.

Twilight and her bother proceeded to enter the train with Rarity, Pinkie Pie and Applejack following right behind them. Slightly irritated, Rainbow Dash dragged Fluttershy as she trembled in trepidation. The train slowly began to start, sounding like an old dragon waking from its slumber. It was time to save Manehatten.

Manehatten

"Is it ready?" Fright asked the two twins who were preparing their contraption.

The two twins were now racing against time, quickly fixing the bugs of their contraption that would be Manehatten's demise. The contraption had the appearance of an engine for their Super Speedy Cider Squeezy 6000, it contained keypads, and buttons along with wires tangled around the back and an over the top looking light bulb.

"No, no, no!" Flam shouted at his brother with anger as his pupils decreased in size due to frustration. "The red wire connects to the blue port, not the yellow port!"

"You told me it connected to the yellow port!" Flim argued back.

Fright watched endlessly as the two egotistical brothers bickered, instead of finding it amusing like he did before, it was just getting annoying now. I guess nothing gold can stay.

"And there!" The twins exclaimed in delight.

"Our contraption is finished," Flim presented.

"We give you... the Super-" Both brothers were cut off, not finishing their title of the latest invention.

"Excellent," Fright commended the twins effort.

"Um... Don't you want to hear the name?" Flam questioned.

"What does it matter? Manehatten is now on it's way to becoming Celestia's greatest failure. Your work here is finished, I need you both back at the tomb. Carry on with our bigger project," Fright approached the contraption, pulling out the four canister and gently placing them into the machine.

Fright turned around to face his two geniuses that made this possible. "Fear will bring this city to an end, filling up every building, every alley and road with horror. The precious Princess of the Sun will stare at her loss and she will only see nightmares, nightmares that her mind cannot even comprehend. Manehatten is coming to an end and I would recommend you both leave immediately."

Both brothers turned to each other and smiled nervously, taking off faster than a speeding bullet. As Fright observed the streets, he could only see Diamond Dogs along with hundreds of their guards causing havoc. He analysed the sky to see Chrysalis's changelings hovering above. Everything was going as planned.

Any sort of light produced by the golden and blazing sun had now been obliterated by the night with the sun now laying itself to rest as the moon takes over the sky, sharpening its glow with such glamour and grace. Remnants of shadows were now swallowed by the intruding darkness. As the moon slowly rose, it began to gather the dotted stars for a unique introduction. When the time comes and night approaches, even light is seen to remind us that the whole world isn't dark. Without any expectation, the train came to halt as it reached its destination, to the outskirts of Manehatten. Twilight and her brother stepped off first where they could see camp with multiple tents set up. Everywhere they looked, unicorns, earth ponies and pegasus were seen either patrolling, guarding, fitting on armour or testing out their weapons along with their strength and agility.

Not a single moment was spared when they arrived. An earth pony approached them but stopped directly in front of Twilight, taking a bow before her presence. Even though she was a princess and she enjoyed the title of being one, it still made her a little uncomfortable having ponies bow before her.

"Princess Twilight." The earth pony addressed as he took a bow before the Princess of Friendship. "Forgive me for any interruptions, but it is most imperative that you see Princess Luna immediately. She wishes to brief you and your friends on Manehatten's current state. Please, come with me and I will direct you to the princess."

They obeyed the earth pony's request without question and followed him as he directed them to a large looking tent. They could see Princess Luna just behind a table with five of her captains, planning their approach. As they continued their approach, the feeling of dirt covering their hooves continued as there was no flooring within the shelter they were now in.

"Princess Luna," Shining Armor announced his presence towards the Princess of the Night, taking a bow.

The conversation between Luna and her five captains stopped as she dispatched herself away from the table and turning her full attention to Shining Armour and Twilight along with the others, waiting for what she was going to say to them.

"Shining Armour." She greeted back as her focus turned to Twilight and the others with Shining Armour backing up a little. "I am truly grateful that you have arrived, Twilight Sparkle and I can same about you all." She said, her focus now turning to Twilight's friends.

"Any more news on what the heck is happen'," Applejack asked.

Princess Luna presented the ponies with a corkboard behind her. There displayed on the board were photographs of Manehatten's current state. The photographs taken by scouts showed Diamond Dogs swarming the streets while damaging the city itself. Changelings could be seen on the rooftops as well, hovering over the city as they help the Diamond Dogs vandalise the city. Furthermore, buildings were broken into, shops were damaged and Rarity's lovely boutique was barely recognisable. This left the poor unicorn in dread.

Luna started. "Fright has the city on lockdown, by now you should know that you all know that you're taking the sewers. Further information: Fright has been seen in Times Square with the contraption Flim and Flam built. The changelings are positioned on the rooftops and the Diamond Dogs are sweeping the streets."

Luna levitated a map towards Shining Armor. "My guards have made a map for you, follow the directions correctly and you will be directly below Manehatten's theatre. There you will find a ladder that will lead up into one of the alleys and positioned left you will see the theatre. Once you're all in, take down Fright before he activates that contraption of his."

"And what about you?" Rainbow Dash questioned.

"Once you stop Fright, my guards and I will move in and drive out those vicious creatures and take back Manehatten. I wish you all good luck, I have complete faith that you will succeed."

Just before anypony could leave, they were stopped with Luna warning them.

"And remember, Fright wants you afraid. Show no fear and it will prevent his satisfaction."

They all took in Luna's warning, preparing themselves to enter Manehatten. Not a minute passed since they left the camp to reach their destination. What lied ahead was the sewage tunnel, filled with disgust and the filthy smell had contaminated the air.

"Must we really do this?" Rarity complained. The innocence in her eyes showed that she did not want to do this at all. "A lady should not go to such-" she was cut off.

"Rarity, I know you care for your natural beauty and you don't like filth, but a psycho is on the verge of destroying a city." Rainbow Dash argued.

After a minute, they all entered the sewage tunnel, coughing and gasping for fresh air. None of them could stand it down there. Rarity was mainly looking out for herself, watching in case anything dropped from the ceiling or anything splashing out of the repellent water. They all huddled together as Shining Armour led the way, following the map's route.

"How much longer?" Pinkie Pie questioned Shining Armor.

Shining Armour was focused on the map. "A couple more turns and we should be there..."

Continuing, Twilight was falling behind from the group. A voice called to her, an eerie whisper causing her ear drums to melt in fear. She shivered as she heard the whisper call out to her, it felt like something was creeping over her.

"Twilight..."

Twilight turned her head to see another route that was dark, there was nothing there but black and disgust, after all, she was in the sewers. However, she knew what she had heard and that was a faint voice calling her name and it didn't sound familiar, but it did sound ghastly and sad. Twilight felt the sewer's corrupted air turning cold, shivering down her spine. She was feeling a little melancholy. This feeling was soon intruded by a familiar voice that called out to Twilight.

"Twilight, c'mon you slowcoach!" Rainbow Dash called out.

Twilight shook her head and the feeling of trepidation creeping over her was now cured of focus. Pretty sure her mind was just playing tricks on her, right? She immediately trotted back to the group.

"Did anypony hear that?" Twilight questioned her friends.

"Hear what?" Applejack spoke.

"You didn't hear that? A voice called my name."

"Yeah, that was me," Rainbow Dash commented.

"No, there's something else down here, it was calling my name and it sounded sad and eerie." Twilight forced her mouth shut and gave sigh in defeat.

"We didn't hear anything, Twilight," Fluttershy added.

"Maybe it was just your imagination, it can run wild like mine," Pinkie Pie said.

Again, Twilight let out a sign and as she was about to speak, Shining Armour cut her off as he notified the six of them that they have reached there destination.

"Here!" Shining Armor stopped dead in his tracks and looked up. Besides him was a ladder that would lead them to the theatre. "You girls stay down here. I'll check to see if the coast is clear." He climbed the rusted ladder, ascending to the surface. As he opened the sewage drain, he appeared outside in the back of the theatre. It seemed clear due to the isolation. Quickly, Shining Armor signalled her sister and the others to ascend up the ladder.

Without a time to think, the six of them ascended up the ladder where they reached an alleyway and to their left was the theatre with the back door unlocked which was just their luck. As the six climbed out of the revolting underground of Manehatten, their eyes bestowed on a crumbled city with buildings broken, windows shattered and paths swarming with Diamond Dogs laughing as they break into buildings and stealing possessions that didn't belong to them. Up above, changelings could be seen flying, analysing the city's routes, carefully inspecting for intruders.

"About time." Rainbow Dash coughed, breathing for air. "I couldn't stand another second in there."

Unexpectedly, two voices could be heard. They sounded like the Diamond Dog's guards.

"Hey, did you hear something?" One guard dog spoke.

"Hear what?" The other guard dog interrogated.

Applejack snarled at Rainbow Dash while she replied back with a growl. The others all looked at each other, internally panicking as Shining Armour remained calm, but frantically looking around for a place to seek refuge.

"I'm telling you I heard something coming from back there." The two dogs went to investigate where they heard the sound of coughing, however, there was nothing there.

"Idiot." He said, smacking his paw over his head.

He replied with a growl and continued to sweep the streets. Luckily, before the guards arrived, the mane six and Shining Armor managed to sneak through the back door of the theatre. They were undetected and relieved that they weren't caught.

"That was a close one," Pinkie Pie said in relief.

"Just look at this place!" Rarity exclaimed. "This is just a filthy as outside."

The atmosphere of the theatre room was filled with horror. The sewage somehow seemed to be better in appearance compared to this room. The stage lights had been shattered, the seats had been destroyed, every little innocence this cheery and amusing building had was stripped away due to the violent actions of fear. Again, three voices could be heard but this time, it was the Diamond Dogs.

"Do y'all hear that?" Applejack asked.

"Quick hide!" Shining Armour alerted the others quietly.

Rainbow Dash and Fluttershy hid on the platform above the stage that was used to operate the stage lights. Twilight and Pinkie concealed themselves under the stage's floorboards. Shining Armor, Rarity, and Applejack found themselves behind the stage's curtains.

Rover busted through the door laughing in joy along with Spot and Fido. They were carrying a huge amount of gems, diamonds, and rubies.

"Look at all this loot!" Rover exclaimed in delight. "We've pretty much emptied the city of all its proud possessions." He said, sinking the gems into a duffel bag.

"So boss?" Fido said while scratching his head. "What's going to happen to the place again?"

Spot sulked and let out a sigh in anger. "Not this again!"

"Alright listen here, you idiot. This is the fifth time I've had to explain this to you, so listen to me with every scrap of brain cell you have left in that thick skull of yours." Rover took a deep breath and began to explain. "The contraption is going to detonate Fright's fear spell causing the city to be destroyed so it won't be inhabitable for any being in this land."

Fido scratched his head. "But why is he doing this again?"

"It's obvious. The more cities and kingdoms we vandalise, the more ponies will feel frightened and they will begin to realise they are not safe and when they aren't safe they will begin to doubt their princesses. We're making an example of our power, we're showing those pathetic ponies who's superior. US!"

"How did Fright create the bomb, though?" Fido questioned.

"He didn't," Rover spat. "Those two nerdy twins: Flim and Flam did."

"Oh, those two," Fido growled. "They ripped me off, they gave me a brush and it said it could give my fur the natural smell of beauty, but-"

"But instead, it was just a regular comb," Spot slapped his face with his paw due to the idiocy behaviour of his friend.

Before the conversation could carry on, Fright's voice was heard throughout the city's speakers spread across the city buildings. He spoke.

"To my fellow enablers: Changelings and Diamond Dogs, tonight couldn't have been possible without you all working as one, you have proven to be worthy of intimidation and success. Now that we have the inhabitants of Manehatten fleeing like cowards, we have the city on lockdown. Tonight we will show every being in this land that nowhere is safe. Manehatten will fall all because of a few threats, something Celestia was not prepared for. Tonight will be her greatest failure. Once my spell is released into the atmosphere, Manehatten will crumble away into the darkest pits of hell which will forever taunt those who oppose me. Who oppose us! I would advise you all to leave immediately as I am preparing the countdown."

Rover, Fido and Spot took a glance at each other and rapidly threw every gem, ruby and diamond in their bags and quickly taking off, leaving the theatre room empty, relieving the mane six and Shining Armour to come out of hiding. Rainbow Dash was the first to come out of hiding and then the others followed.

"Did you all hear that?!" Twilight exclaimed.

"Yeah, Twilight, it was kinda hard to not hear it," Rainbow Dash said arrogantly.

"I can't believe those three ruffians have stolen Manehatten's finest resources for beauty," Rarity gasped in horror.

"Um... girls..." Fluttershy spoke.

All their attention turned to Fluttershy who was peering out of the theatre's dusty window. Beyond the glass were changelings flying away from the city, they could also see the dogs running on all fours. It was like a stampede of dogs feeling and a hive of changelings flying away.

"They appear to be fleeing which can only mean..." Twilight's voice perished as her eyes marked Fright who could be seen just outside in Times Square guarded by five changelings. He was placing the final canister into Flim and Flam's contraption.

"He's activating the machine!" Shining Armor pointed out. "We can't let him turn it on!"

"What do we do?" Pinkie Pie asked with sheer panic.

"We stop him!" Shining Amour said with confidence.

The moment the coast was clear, the theatre's double doors ruptured open like a volcano's eruption. He charged with the six behind him. However, the diegetic sound caught Fright's attention and he could see the seven approaching him. The changelings were already taking off from Manehatten's buildings and the Diamond Dogs were running from Manehatten's inevitability.

"Don't let them interfere." Fright ordered the five changelings guarding him. They acknowledged his command and charged towards them with spears.

Shining Armor quickly took out the first guard, striking him with his magic, forcing him towards Twilight who teleported the guard outside of Manehatten. Applejack proceed to lasso two of the changelings together, while Rainbow Dash used her speed to confuse the other two, growing dizzy and nauseas. With his guards gone, Fright was alone, but it didn't stop him from initiating the countdown.

"It's over Fright!" Shining Armor confronted.

"Stop what you're doing and turn yourself in," Twilight ordered.

Fright's hands dropped from the contraption's keypad and began to speak in a fearsome tone. "If it isn't the Princess of Friendship." He turned around to face those who opposed him. His face was even more horrific up close, sickening and repulsive. "I've been looking forward to meeting the newest Ali- Oof" Fright was quickly shut up with Shining Armor landing a punch to his face causing him to fall to the side of his machine.

"HA!" Rainbow Dash laughed.

Shining Armor held down Fright, preventing him from getting up, but it didn't seem like he was resisting.

Pinkie Pie proceeded towards the bomb but was shocked to see that the countdown had already begun. "Umm, we may have a bit of a problem."

Rainbow dash zoomed towards Pinkie and already she knew what she was talking about. There were exactly three minutes left before detonation. "Oh no! He's activated it! We only have three minutes!"

The faces of accomplishment quickly sank to worriment. Shining Armor included, however, he resulted in action. Using his magic, he held up Fright by his throat, interrogating him.

Shining Armour roared. "How do I disarm the bomb, Fright. ANSWER ME OR I'M GOING TO RIP THAT NEW FACE OF YOURS OFF!"

Twilight and the others were a little stunned by Shining's sudden change of attitude. Guess he was a little mad for having to crawl through the sewers.

"Do you think you scare me?" Fright questioned. "Do you think that your threats are going to drain me until I become impotent? I am the one that's authoritative here, Armour." His head turned towards Twilight and an eerie smile came across his discomfort face. "Now tell him to let me go or I assure you he will go through the same pain as your precious friend Spike."

Twilight's ear drum burst on hearing the name of her assistant, her eyes widened as did everypony else. Fright's focus turned to Twilight as he grinned through his stitches.

"That's right. Spike the Dragon, I have him. Your devoted assistant, your forgotten friend has been with me all this time and I have to say; what did you do to hurt him? Such fear I sensed within him all because you forgot about his existence. You clearly showed that by giving up your search when he was missing."

Everypony's eyes widened. Twilight couldn't believe what she had just heard. This entire time, these past four months, Spike wasn't living the life he chose like Twilight thought. He had been taken. Shining Armor noticed the look on Twilight, she was afraid and that's what Fright wanted. Shining used his magic and threw Fright to the ground, quickly turning his aid towards his sister.

"Twily, he's trying to prevent us from disarming the bomb, he's trying to distract you!"

"But he has Spike! This entire time he was in harm's way and I gave up searching for him."

The others were too busy trying to search for an off switch of the contraption.

Shining rested both hooves on Twilight's shoulders. "Will find him after we save Manehatten, will make him talk okay." Shining Armor quickly turned around to face Fright. "And as for you!" But to his surprise, he was standing up and behind him was the queen of all changelings: Chrysalis.

"Surprise!" She grinned while showing the venom in her teeth. Her horn glowed bright as she forced Shining Armour back.

Twilight quickly flew towards the two but was stopped by a barrier that was being supported by Chrysalis. She continued to bang on the barrier as Fright approached her.

"Frightening, isn't it? Knowing that friendship can't save you."

And with that they teleported, leaving Manehatten to become a wasteland. With those exact words, Twilight became paralysed with fear.

"TWO MINUTES UNTIL BOOM!" Pinkie Pie screamed.

"Twilight, we need ya help!" Applejack called out.

"Twily, come on! If we don't destroy this thing then the whole city is going to become a fog of nightmares with us in it." Shining Armor persuaded.

"Please..."

All eyes were on Twilight. She wasn't moving, she wasn't even facing them. Her horn began to glow.

"Find him."

"Twily?"

Everypony but Twilight disappeared, vanishing from thin air. She had teleported them outside the city where they were safe. The pressure was on her, less than two minutes were left and the whole fate of Manhatten was pushing down on her, however, she couldn't focus, those words fizzing in her mind. 'Friendship can't save you.' She tried to focus on the matter at hand, but they kept creeping into the roots of her mind, taunting her along with Fright laughing in his victory.

The others were teleported back at the camp. Princess Luna and her medics quickly came to their aid.

"What happened? Did thou succeed?" She asked.

The others looked around, looking for Twilight. By now, Shining knew what Twilight had done. To prevent her BBBFF and her friends from getting hurt, she had teleported them away to safety.

A tear slowly produced from Shining Armor's tear ducts. "TWILIGHT!" He shouted in rage, but also panic and care.

Twilight was in shambles, sweating due to the pressure and the countdown displayed on the screen wasn't helping. There was exactly one minute left and she had to act fast. 'Think! Think! Think!' She pushed herself. There was no off switch and there was no way to reverse the countdown, there was only one thing that Twilight could do which was risky. Twilight turned herself to the lower deck of Flim and Flam's contraption and there displayed was Fright's canister's of his fear spell. If she removed them, this would mean that she would have to expose herself to the deadliest and worst nightmares buried deep within her mind. She let out a sigh and hoped for the best.

She knelt down using her magic and slowly removed the first canister. Instantly, the first canister opened and Twilight couldn't help but inhale causing her to cough like mad. Her mind was beginning to deteriorate, however, she continued with her noble sacrifice with one minute left.

She slowly removed the second canister, repeating the same method, continuing to cough up her sanity. This time, her surroundings were changing, her vision was beginning to blur and the sky was red as blood. The ground she was standing on began to crumble away with the sound of screams being heard, but it didn't stop her. Twilight became paranoid when she used her magic to remove the third canister, the voices she began to hear were doubting her. She could only hear:

STUPID!

ANNOYING!

PATHETIC!

WORTHLESS!

FAILURE!

SCARED!

When she removed the third canister, her world was starting to get darker, despite the fact how hard she tried to fight the fears. Shadows of ponies that represented the deceased began to rise and slowly walked to her, walking ever so frightfully. Determined, desperate and overcome with fear, Twilight fell onto her knees but dragging her body and forcing her magic to remove the last canister, which she did, smashing towards the ground and the countdown stopped at exactly two seconds left. She did it, but risking herself to Fright's spell. Still on her knees, enthralled in the hands of horror, the shadows began to walk closer to her, the voices of doubt getting louder, her sight getting darker, she collapsed and her sight became black, overcome with fear.

The city was now abandoned, it was nothing but a ghost town. Shining Armor and Princess Luna ran towards Manehatten, on the verge of tears, hoping that Twilight is okay.

"Over there!" Fluttershy pointed out.

Smoke was emerging from the broken down bomb made by Flim and Flam. There laid before the destruction of Fright's failed scheme was Twilight, she was out cold. Shining Armor ran up to her little sister and checked her pulse.

"GET HELP!" He ordered.

"No. No. NO!" Rainbow Dash shouted in anger.

"Is she alright?" Applejack said, concerned for Twilight as well as the rest of her friends.

Shining Armor was kneeling down with Twilight resting on his hooves. Everypony around them were praying, begging that life must be merciful and give her another chance for her act of bravery. Pinkie Pie's hair started to deflate, Applejack took off her hat in sadness, Rainbow was fueled by anger, Fluttershy was in tears and Rarity couldn't bare to watch Twilight's lifeless corpse as her brother mourned.

"Please don't go, Twily..."

Chapter 9 - Frightmare

Dizzy, light-headed and weak, Twilight rose from the ground she had collapsed upon, opening her eyes to find out that she was in a completely new and different world. The sky was grey and showed these odd looking swirls within the wind, she was on an island and it appears that she was isolated, there was no sign of life around her. She could only see a shrivelled and dead looking tree and despite the fact that it was just a tree, it looked like it went through some pain. Along the branches were a few nooses which disturbed the frightened alicorn.

Already, Twilight was creeped out just by analysing her surroundings, she steadily began to proceed to find any signs of life.

"Hello? Anypony?" She called out.

There was nothing. Never before had Twilight had felt so lonely, it was like she was walking into a void of nothingness. However, this quickly changed when she noticed something towards her left and it appeared to look like a cyan pony and it looked injured. Without any hesitation, Twilight trotted up to the injured pony.

"My goodness!" Twilight approached the pony. "Are you alri-" She let out a gasp in horror as she gazed at the injured pony, recognised to be Rainbow Dash. She was hurt pretty bad.

Twilight knelt down beside her injured friend and began to feel the creeping hand of fear closing in on her.

"Why..." Rainbow Dash said in pain, looking at Twilight as if she was afraid of her, she gave the impression that Twilight was the one that caused her pain.

Again, she spoke. "Why..." Her eyes closing as her final breath escaped her body.

Twilight stared at her friend in dread, beginning to tear up. She had just witnessed the death of Rainbow Dash. She shattered into tears, and upon looking back at her surroundings her eyes had shrunk in ruin as she could see the injured bodies of Rarity, Applejack, Fluttershy, Pinkie Pie and Starlight Glimmer all hurt physically.

"No. No! NO!" Twilight screamed to herself. "THIS CAN'T BE HAPPENING!"

Every time she blinked, more and more ponies could be seen on the ground, lying in the dirt as they suffered, groaning in agony and some were muttering.

"Why..."

This brought more panic and strain towards the frightened alicorn, constantly shaking her head in dismay, denying what was seen in front of her. She looked up again but this time recognising the bodies of Celestia, Luna, Cadence and her brother, Shining Armor and even her parents. This only brought more tears to the troubled mare.

Everywhere she looked, all Twilight could see was dread. It was that bad being blind would act as a gift.

Startlingly, Twilight heard her voice being called, sounding very ghastly. She turned back around to see the shrivelled, broken down tree except she noticed something else that made her stomach twist to the very core. She gazed upon her assistant, her dragon friend Spike. He was wrapped in chains, hanging from the tree. His eyes turned red and let out a growl in pain.

"Why?" He moaned.

"Sp-Spike?" Twilight spoke in a shocked manner, were her eyes deceiving her?

Suddenly, Spike scales were set on fire and he was screaming in agony, but slowly the screams of pain turned into a demonic laugh resembling that of someone insane. His face slowly melted and became Fright's, continuing to laugh at her. Spike's body was consumed by flames, transforming him into Fright as he grew gigantic. He towered over Twilight, looking down at her as if she was a putrid insect. He lifted his hand without warning and spoke.

"I've won."

Without warning, his hand collapsed over Twilight, crushing her.

"AAAAAAAAAAAAAAAAH!" Twilight screamed, waking up in a hospital bed, shooting up like a cannonball being fired. She was in Ponyville's hospital.

The scream echoed through the halls of the hospital, it was that loud it sent chills down other patients within their spaced rooms. The doctor hurried through the hall into Twilight's room, checking if she was in any pain or harm. The moment he entered through the door, the screaming stopped and Twilight was breathing immensely.

"Your highness, what's wrong? Is everything alright?" The doctor asked in an alarmed tone in his voice.

Twilight didn't answer, she just kept breathing heavily as if she almost drowned. Technically she did, she was drowning in her own nightmare. Finally, she spoke.

"I'm... I'm fine." She said, cautiously moving her hooves upwards and removing the sleep from her eyes. "I'm fine."

The doctor moved in and checked her vital signs, her pulse was returning to its normal state. While doing this, Twilight looked around at questioned where she was.

"Where... am I?"

"Well, you're in Ponyville hospital. You were out for two days, miss Sparkle."

"TWO DAYS?!" Twilight bellowed in disbelief.

"Indeed." The doctor confirmed. "Your friends have been worried sick, allow me to notify them this instant."

Ten minutes passed and the doctor notified Twilight's friends and boy were they relieved to hear the good news.

Anticipated and elevated, Pinkie Pie's squeaky bounces were heard throughout the halls as she zoomed into the room where Twilight was being held, she almost broke down the door. Despite the fact that Twilight had been damaged, a smile was brought to her face the moment she saw the pink pony's face, smiling from the heart as she screamed her name in happiness.

"TWILIGHT!"

She hugged Twilight as tightly as she could, relieved to see that she was okay. Behind Pinkie followed Applejack, Rainbow Dash, Rarity and Fluttershy who were all glad that Twilight was awake and doing fine. In the end, they couldn't resist, Twilight's sacrifice scared them all so they joined in with Pinkie Pie giving her a group hug.

"Girls..." Twilight struggled. "Need to breathe..."

As Twilight forced out her words, the girls retreated from their group hug. Applejack was proud to see that Twilight pulled through, Rainbow Dash was astonished to see how she was left unharmed physically, Pinkie Pie was bouncing around in happiness, Rarity finally calmed herself from the worriment and Fluttershy was shedding tears of joy to see that her friend was alright.

Rarity apologised. "Apologies darling, we were just so worried."

Applejack followed. "We'd never think that you'd somethin' this crazy, sacrificing your life to save a city and puttin' us out of harm's way. You saved us and Manehatten!" She congratulated.

"You mean... Manehatten's safe? Fright's spell didn't destroy the city? I saved the city?!" Twilight felt relieved, feeling a wave of calmness vibrate through her.

"Of course you did!" Rainbow Dash assured. "What you did was AWESOME!" She shouted.

"When you disabled Flim and Flam's cheap contraption, we managed to find your body along with remains of the bomb, you were unconscious, but you still scared the mighty heck out of us!" Applejack exclaimed.

Twilight felt a little guilty, sinking her head down in shame for giving her friends a fright, making them go through pain.

"I'm sorry, girls. I didn't mean to scare you all like that."

"It's alright, Twilight!" Pinkie Pie cheered. "You're okay and that's all that matters in the end."

Before Twilight could go on, a familiar voice entered the room while sounding glad and stunned at the same time.

"Twily?"

Twilight turned her head to the room's door to see her big brother/BBBFF standing there in alleviation. He was happy, leaping into the room and giving his sister a death-gripping hug, doing his best not to let go of his baby sister. He was now spilling tears of joy or as he would like to call it: Liquid pride. The embrace lasted for a minute until Shining pulled her apart. His face of joy and relief turned to anger and annoyance.

"Don't you ever, EVER do something brave like that again!" He told his sister, wiping the tears from his eyes.

"Growing jealous?" Twilight teased, giving a weak smile.

Shining grunted at the comment but gave a weak laugh after. "I'm not jealous, Twi." His laugh diminished. "I was scared. I thought I lost you."

"I'm sorry for making you go through something like that, Shiny. All of you. I'm sorry." Twilight apologised.

"It's okay, Twilight." Shining Armour spoke.

Finally, Fluttershy spoke up. "How are you feeling anyway?"

Twilight answered while holding a hoof on her head. "I can't complain, although, I do have a bit of a headache."

"Really?" Pinkie Pie said in disbelief. "Just a headache?" The confusion in her voice transformed into laughter. "I guess Fright's voodoo didn't affect you at all, right? Right? Twilight?"

All eyes were on Twilight and they could now see that she was frightened. Her body quivered as she remembered the horrific experience. Her eyes showed pain and her lips began to tremble. Her face converted into the look of horror, remembering the voices and what she had seen which could have made her very eyes explode. She began to shiver. The others were concerned about her sudden change, especially Shining Armor.

Finally, Twilight spoke. "Once I inhaled just a whiff of that toxic madness, my world turned red. The concrete ground I was standing on was beginning to crumble underneath me and the rest of the city was breaking away. The voices of doubt started to crawl into my mind, infecting me with such hate. The deceased ponies began to rise from the ground, walking closer to me, waiting for me to fail. I was scared."

Shining Armour approached her sister, gently holding her shoulder. "It's over now, you don't have to go through that madness again."

Twilight sniffled. "It doesn't end there. While I was unconscious I had a dream, a nightmare which was likely caused by Fright's spell. I was isolated on an island, you were all around me, the princesses, my family, everypony... you were all... dead..."

The room was filled with silence. Everypony was shocked on what they had just heard. Pinkie Pie's cheer died down, Rainbow Dash listened to every word, Rarity was horrified, Applejack felt sick and Fluttershy was almost crying.

"Then... Spike... he was wrapped in chains... he was screaming in agony and he transformed into Fright, crushing me with his hand." Twilight finished.

Shining Armor hugged her little sister in need. From what they all heard, Twilight must have been going through a lot. Losing Spike, her mind corrupting to Fright's fear spell and this horrific nightmare.

"You're lucky. Passing out stopped you from experiencing the horror that traumatised the ponies in the theatre room in Manehatten. Speaking of which, they have made a total recovery, but they are still frightened." Shining informed.

Suddenly, something twitched in Twilight's mind.

"SPIKE! PLEASE! PLEASE TELL ME YOU FOUND HIM?!" Twilight hoped to see if her friends had any information on his whereabouts.

The others just held their head down in shame, looking guilty for not being able to find him.

"Sorry Twilight," Rainbow Dash spoke up. "But theses past two days, Fright along with the changelings and the rest of his cronies haven't been seen. They're good at hiding like the cowards they are." She growled.

"How in Equestria did Fright get Spike in the first place?" Rarity probed.

Twilight spoke. "That I still don't know. He just said his name and he succeeded in creating fear in me. He now has my best friend and I have no idea where he is. Poor Spike, what have I done?"

"Twilight, you can't blame yourself for this." Shining calmed her. "No one saw this coming, but we will get him back and we will make Fright pay! We'll find him and set things right."

Twilight smiled at her brother's words of wisdom. The others cheered in agreement. Despite the fact that she had seen so much horror, almost going insane and losing Spike to a maniac, she felt happy knowing that she had such good friends by her side. However, she wished she would have been at Spike's side when he was needed. She couldn't let doubt get to her, not now, a friend needed saving.

"IDIOT!"

All heads turned towards Chrysalis who was filled with rage and anger, why did she allow Fright to take command of this organisation. Why didn't she just stop those ponies that prevented Manehatten's destruction? She menacingly marched up towards Fright. Garble, the Diamond Dogs, Lightning Dust, Flim, and Flam backed away from her.

"THANKS TO YOUR FAILURE OF A PLAN, MANEHATTEN IS STILL STANDING!" Chrysalis roared at Fright's face.

Fright simply walked towards the aggravated Queen. "The plan is still at hand." He informed calmly.

"What do you mean?" Lightning Dust questioned.

"Didn't you see Twilight's face?" Fright said. "She was afraid, all because we have her little dragon friend. She has always seen her friends as her strength, but what happens when we turn that strength into her weakness? I'm going to be showing her how they broke Spike and how I simply fixed him, I have forged him a purpose and he is our key to winning us this victory. Twilight Sparkle will be witnessing her greatest failure."

One Day Later...

Ponyville

Time progressed and it was now mid-day. What seemed like an eternity, Twilight was finally released from the infirmary/ Ponyville's hospital. She came out clean with no injuries as if she was a whole new pony. No distractions got in her way, she quickly headed to the castle where she would prepare a meeting with her friends but little did she know, Twilight would be receiving an unexpected guest.

As Twilight approached the castle's double doors, they made her feel insignificant in size, however, it was no problem opening them. Upon entering her own home, she gazed at her mentor, the Princess of Sun: Celestia. She was standing before her, her eyes seemed judging.

Immediately, Twilight quivered and felt anxious as she forced her words out.

"Princess Celestia..."

"Twilight Sparkle."

Twilight forcefully broke her words down, not giving Celestia a chance to speak.

"I'm sorry." She apologised, saddened by her failure. "Manehatten is safe, but Fright escaped. He escaped because I was scared, I was afraid. I was frightened! It's because of me Fright escaped and he will continue to terrorise Equestria all because I was paralysed with fear! I've let you down, Princess. I've let the whole of Eques-"

Twilight's back was pushed by Celestia's wing as she embraced her tightly, not wanting to let go of the pony she saw as her daughter. As Twilight felt herself being pushed into Celestia's embrace, she could also hear her sniffling. She was smiling down at her. Twilight had never seen this side of Celestia before and despite the fact that she appeared to be tearing up a little, her hug made Twilight feel calm, her body filling up with tranquillity.

Celestia spoke. "Twilight, what you did was brave, you saved a whole city while putting your own life at risk. You could never let me down, I'm glad that you're alright and I couldn't be more proud of your noble act."

Twilight raised a smile, feeling serene, however, this feeling was short and it was cut off when her brother came running through the front entrance of her castle, this disrupted the peace that Celestia produced.

"Princess Celestia! Twilight!" Shining Armour called out.

The connection between Twilight and Celestia broke as Shining took a bow to their presence.

"Shining? What is it?" Twilight asked her brother.

"We have news from our scouts!" He enlightened.

"Please, Shining Armour, apprise us," Celestia commanded.

"Our flight unit spotted a camp on the outskirts of Ponyville."

"Any sign of life?"

"They saw a group of Diamond Dogs guarding the perimeter and three teenage dragons were seen entering the camp."

"Dragons?" Celestia staggered.

"That's impossible!" Twilight bellowed in a sceptical attitude. "The Dragon Lord: Ember made a truce with us, she would prevent any type of conflict with pony kind."

"Twilight, dragons are vicious creatures and they go against rules. It's likely these dragons are mere bandits. If Ember was against us, the dragons would have invaded Manehatten along with the changelings and Diamond Dogs."

Shining Armour continued. "The camp is only small, the scouts gave an estimated count of the threat limit. There are three teenage dragons and eighteen Diamond Dogs. We believe that they are holding information on the whereabouts of both Chrysalis and Fright."

"And if we know where they are, then we can find Spike!" Twilight exclaimed in happiness.

Celestia turned to Twilight, her staring directly into hers and showing nothing but seriousness.

"Twilight, I hate to ask this of you, knowing that you were just released from the infirmary, but we are desperate to know what they are planning. I need you and your friends to find out any information these vandals are holding. They could be our ticket to finding Spike."

Shining interrupted. "Excuse me, Celestia. I would never dream of questioning your orders, but are you sure Twilight should go? She did just come out of the infirmary and I don't think-"

"I'll be fine, Shining," Twilight reassured her brother.

Shining Armour gave a glance at her sister, a little worried for her. His mind was running with words to object Celestia's command, he almost lost his sister in Manehatten and he didn't want to lose her again.

"Why can't I go instead?" Shining persuaded.

"Shining, I need you back in Canterlot with me, we need your strength to improve Canterlot's shield."

Without any thoughts, Shining Armour obeyed her command.

"Of course, princess."

Celestia turned back to Twilight. "Good luck, Twilight Sparkle."

Celestia turned herself away and exited the castle, filling Twilight up with hope. Shining Armour looked at her sister, frightened. He then turned back around and followed Celestia back to Canterlot. The castle was now empty and only Twilight remained. Without Spike and Starlight Glimmer, her home didn't seem the same. It was sad, never before did she expect to be in her castle alone. However, this feeling of loneliness was overcome when she heard a knock at the door.

"Twilight? You home?" Rainbow Dash called out.

Immediately, Twilight Sparkle opened up the two doors and saw her five friends standing before her.

"Girls, I need you in the throne room. We may just have our ticket to finding Spike."

Chapter 11 - Disguises

Along the dirt and muck, Twilight travelled with her three friends as they endured further away from their hometown Ponyville with Fluttershy and Rarity left behind. Despite her anxiety, Twilight remained calm and focused on the objective at hoof with Rainbow Dash hovering above her while Applejack steadily followed along with Pinkie Pie who was blissfully bouncing up and down without a care in the world. Today, Celestia's sun was oddly bright accompanied with a blanket of blue. It was natural and divine. It had been quite some time since they left their home and they were soon to approach the camp.

"How much longer?" Rainbow Dash whined. "It feels like we've been wandering for hours."

Applejack agreed. "Rainbow's right, Twilight. Are ya sure we're headin' the right way?"

Twilight responded. "I'm certain. Thanks to this tracking spell, my horn's sensing movement and it's strong."

As they continued, Twilight's horn began to blink on and off, indicating that they were close to their destination. The others took heed to Twilight's horn as well as her reaction.

"We're here, just over that hill, but stay low," Twilight warned.

Applejack acknowledged her command, as did Pinkie Pie who stopped her bouncing. Rainbow Dash slowly pushed herself back down onto the flat and dirty, natural land. With their mouths sealed, they ascended up the hill to gaze upon the camp in agitation. Their eyes inspected every bit of the camp that was before them. There were crates scattered around the campsite and there were a few good Diamond Dog's guards around the perimeter, but what caught their eyes the most were the two guards standing by the entrance and they appeared to be holding some weird stick.

"Psst." Pinkie Pie whispered. "What are those two holding?"

Twilight carefully analysed the two guard dogs and within their paws, they appeared to be holding a crossbow.

"I don't believe it." Twilight gasped. "They're crossbows, one of Equestria's deadliest weapons, they fire arrows which can lead to serious injuries which can be fatal. Princess Celestia and Luna outlawed every single one and had them destroyed."

"Then how come they have them?" Applejack asked Twilight.

"That's what we're going to find out." Twilight signalled her friends to descend down the hill, ready to start the transformation spell. "Are you girls ready?"

"This is gonna suck," Rainbow Dash growled.

"We're ready sugarcube," Applejack confirmed while Pinkie Pie nodded in agreement.

"Alright," Twilight said, her horn beginning to glow.

Without warning, the light purple aura around Twilight's horn expanded around Rainbow Dash, Applejack and Pinkie Pie who were looking rather confused as her spell engulfed them. Slowly and without pain, their hooves slowly turned into paws; their fur became somewhat longer which acted perfectly as a coat; their sensing ability evolved which improved. Each tail began to grow a mind of its own as Pinkie Pie's started to wag furiously due to her excitement. As for their colours, they remained the same, as did their mane. A problem, however, rose as Twilight's horn remained on her head.

The transformation was complete and they looked... adorable?

"How is everypony feeling?" Twilight asked her friends.

Before her friends could respond, they took in their new appearance and the only thing that could describe such change was weird. They were all standing on their hind legs, like how the Diamond Dogs stand.

"This is really weird," Rainbow Dash commented as looked at her own paws.

"Ah gotta agree with Rainbow," Applejack said as she looked at her paws and then turning around to see her tail.

"Come on, girls," Pinkie Pie spoke. "It's not that... ruff." She giggled.

Twilight began to speak. "Alright, we're now Diamond Dogs, but we need to think of our approach. We can't just walk up to the camp and expect them to let us in. We need to think of something."

"Umm, Twilight?" Rainbow Dash said. "Your horn's still showing."

Twilight's eyes darted upwards as she could still feel the magic within her. Of course, the horn would remain if the spell needed to be cancelled anytime soon, however, this was going to be a problem. There was no way she could just slip in there without some dog noticing her horn.

"My horn!" Twilight exclaimed. "This is bad, really, really bad! I can't go in there with this showing, they'll easily catch on to the fact that we're using a shapeshifting spell."

As Twilight continued to panic, Applejack calmly walked towards her. While Twilight continued to stress about the fact that her horn was visible, Applejack simply took off her hat and placed it on her horn, covering it; hiding if from sight.

"It's no invisibility spell, but am sure this will have to do for now," Applejack calmed her.

"Your hat. Wow, thanks, Applejack."

"Not a problem, sugarcube. Now how are we all gonna make our approach?" Applejack questioned.

"Well, we could always-" Twilight lost her words as her focus turned to Pinkie Pie who appeared to be digging like a dog with Rainbow Dash and Applejack watching her.

"Pinkie, what are you doing?" Rainbow Dash asked.

Jovial as always, Pinkie Pie lifted her head from the hole she had dug, but with diamonds and gems in her mouth. She spat them onto the ground before her friends.

"Look at what I found! We can give these to the dogs and they'll be sure to let us in."

"Of course!" Twilight exclaimed. "Diamond Dogs won't resist an offer like that. Good job, Pinkie."

"Well, this is boring." One of the guard dogs spoke. His voice was gruff.

"Oh come on, it's not that bad." The other one said. His voice sounding croaky.

"Not that bad?! We've been standing here all morning and for what? There hasn't been anything in sight. Some guarding duty we're doing."

"Hey look!" He said, pointing his crossbow at the four approaching Diamond Dogs.

"Hey! What are you four doing here? Shouldn't you be back at the kingdom?"

"Umm, we were called upon by the leaders of the Diamond Dogs," Twilight answered, a little intimidated with the crossbow being shoved in her face.

"You mean Rover, Spot and Fido?" The guard turned to his partner with confusion while he responded with a shrug.

"This could be a trick." He growled. "We're not letting you in and that's-"

It appeared that the guard shut his mouth as Pinkie Pie pulled out a handful of diamonds. Their eyes targeted the shiny minerals as they glimmered and shined right in front of their hungry eyes.

"Will give you the whole lot if you let us in," Twilight negotiated.

"Deal." The two guards said in unison.

As Twilight and her undercovered friends entered the camp, the two dogs shoved the diamonds into their pockets.

"That was easy," Rainbow Dash commented.

"We're not done yet, Rainbow. We need to stay focused and find out where they're holding Spike." Applejack replied.

As the four disguised ponies endured further into the camp, most of the Diamond Dogs were seen with crossbows or transferring crates filled with gems. Despite their remarkable disguise, they still felt a little unsafe.

"Hey, Twilight. Look over there," Rainbow Dash pointed.

Within the centre of the camp was the three Diamond Dogs, Rover, Spot and Fido all behind one round table. On the other side were three dragons, Garble and two of his friends.

"It's those three teenage dragons from the Great Dragon Migration!" Rainbow Dash whispered.

"What are they doing?" Applejack asked.

"They must be the ones Shining Armour was talking about," Rainbow Dash quietly answered.

"It looks like they're making some sort of exchange," Twilight notified.

Our four disguised ponies began to lurk closer to the Diamond Dogs and dragons, eavesdropping on their conversation. They hid behind the crates that were close to them, hoping that they would give away any details they had. They listened carefully as Spot spoke first.

"Well, it's about time you showed your ugly faces." He insulted the dragons.

The three dragons showed their sharp teeth and growled in reply causing Spot to gulp, thinking twice about what he had just said. It's not such a good idea to insult a teenage dragon, let alone three of them.

"SPOT!" Rover snapped, slapping the little dog over the head. "Be nice to our... acquaintances." He smiled.

Fido slowly approached the table while holding a crate, placing it in the centre of the table. As he opened the crate with his rock like paws, inside revealed gems, diamonds, rubies and emeralds, all stolen from Manehatten. The dragons eyes grew into interest as they licked their scaley lips in hunger as they stared down at the open crate.

"And what about your part of the deal?" Rover reminded.

Garble narrowed his eyes and gave a small sigh, snapping his claws. The other dragon next to him pushed a crate onto the table. Rover opened the wooden box and inside contained iron gauntlets and helmets suitable for the Diamond Dogs.

"Excellent!" Rover said in astonishment as he placed the helmet over his head. "A perfect fit! With armour crafted from your kind, we'll be stronger than ever!"

Garble informed. "You have no idea how hard it was to make that stuff with the other dragons snooping around. We may hate ponies but we hate you just as much." He said with venom. "If Ember finds out we're making a trade then who knows what she'll do to us."

One of the other dragons spoke. "I certainly hope she doesn't involve her dad into this." He gulped.

"Relax," Rover cooed. "Don't you remember? Fright and the changelings have guaranteed our protection. Whatever we do, we can get away with. We're still roaming after vandalising Manehatten which means we're as good as safe. We have new weapons built by those twins, armour produced by your kind, an army of vicious soldiers and a maniac that knows how to threaten the land. Do you really think that a few pony guards are gonna be a match for the changelings and us?"

"Good point," Garble agreed. "We've all been informed on the next part of our plan, right? Ya know? 'The Breakout?'"

They all nodded.

Rudely, Fido joined in. "But what about Princess Twilight and her friends along with the other princesses?"

Rover placed an arm around his dumb friend, bringing him closer as he laughed. "No need to worry about them, Fido." He chuckled. "When the moon rises tonight, they'll be broken with fear."

"You're starting to sound like Fright," Garble commented, crossing his arms. "And what's that suppose to mean anyway?"

"Tonight, Fright's going to be doing another one of those announcements and it's involving that small dragon," Rover informed. "He's going to show the Princess of Friendship how she and her friends broke him."

Twilight's ears perked upwards, listening to every word. However, this information was quickly ruined with Garble laughing.

"He was already broken!" He chuckled. "A dragon living among ponies? That's stupid and ridiculous. I wouldn't be surprised if he was a pony himself." He continued to laugh. "He's weak, pathetic, small and worthless. I can see why Princess Twilight forgot about him."

The laughing was taunting Twilight, scratching her brain as they left marks of pain as she remembered his face, overcome with grief. She began to descend deeper into her thoughts, thinking of what they have done to Spike. She began to growl which caught the attention of her friends.

"Twilight?" Pinkie Pie whispered.

"ENOUGH!" Twilight roared.

Rover, Spot and Fido along with Garble and his two dragons friends targeted the female Diamond Dog.

"Twilight? What are you doing?!" Again, Pinkie Pie whispered in a worried tone.

"Just who in the Badlands are you?" Garble screeched.

"We don't have females in our security!" Spot exclaimed.

Twilight removed Applejack's hat, tossing it onto the floor and revealing her horn that was now surrounded by that same light purple aura. Her eyes narrowed down in anger as she produced a light, forcing the Diamond Dogs and Garble to fall. As this spell was produced, their deceiving disguises faded away, leaving Twilight, Applejack, Rainbow Dash and Pinkie Pie to land back on their hooves. With Rover on the floor, confused and growling in pain, Twilight towered over him, pinning him down with her hooves. Her eyes narrowed and her face hardened.

"WHERE IS HE?!" Twilight roared.

The petrified Rover replied, just barely spitting out his words. "Wh-where's who?"

"You know who I'm talking about, smart alec!"

"If you're talking about your dragon friend we don't know! We only got to see him a few times. This whole time he's been with Fright."

Twilight growled. "Then I'll make this simple. Where's Fright?!"

Rover began to tremble as he stared into the intimidating eyes of Princess Twilight. He could see the fire building up inside her as if she was going to rage.

"Twilight?!" Applejack tried to grab her attention, picking up her hat on the floor.

Spot and Fido along with their guards targeted the four poines with their crossbows and sharp-pointed spears.

"Drop him, pony!" Fido ordered, targeting her with a crossbow as did the others.

More of the guards approached the four intruders, quickly heeding the call of their leader who was being interrogated. Just before they could intrude, they were stopped by Applejack and Rainbow Dash while Pinkie Pie did her best to distract them. Twilight wasn't cooperating and this lead to Grable's two dragon friends charging towards her. Despite her focus on Rover, she used her magic to push the two dragons back.

"I'm not asking again!" Twilight warned.

"I don't know! He's always moving, he has more than one hideout! He has one in the crystal mountains and that's all we know!" Rover spoke the truth.

"Don't lie to me!" Her words spilt with hate and venom.

"I'm not! I'm not! I swear!" He said, filling up with anxiety.

No pony before had ever seen this side of Twilight before. She was vicious and intimidating.

Quickly, two of the guards held down Twilight's wings, forcing her down so she couldn't move or get herself back up. Quickly, Rover backed away to his allies at a safe distance from the princess. Applejack, Rainbow Dash and Pinkie were overcome by the Diamond Dog's brute force as they were held down too.

"Get off!" Rainbow Dash struggled.

"Ow, hey! That tickles," Pinkie Pie couldn't help but giggle.

"Get your paws off me, ya dirty dogs," Applejack insulted.

Garble growled as he approached the four ponies. "Transformation spell, huh? That's clever, but not clever enough! You're gonna get it now!"

The four ponies were held captive, staring into the eyes of Garble as he was ready to engulf them in flames. There was no way out and they were in deep trouble.

"Nice job on handling things, Twilight," Rainbow Dash mocked.

Upon hearing this, Twilight only frowned in response to Rainbow's mocking.

With a few of the guards holding down Twilight and her friends, The Diamond Dogs and Garble need to discuss what they were going to do with them.

"What shall we do with them?" Spot asked rather exhilarated.

"We can take them to Fright and-" Rover was cut off as he was interrupted by Garble.

"Forget about Fright! Let's have our fun, I mean, we've been working hard lately and I think we deserve a reward for our efforts!" He snickered. "Let's burn their pretty little manes off." He grinned while looking at the four who all snarled at him.

"Good idea!" The Diamond Dogs laughed, thinking of them frantically screaming as Garble sets fire to their hair.

Garble set foot to the four ponies who were trying to break free from the guards who were holding them down. "You've been very troublesome and don't worry, this will only hurt a lot!" He laughed.

Just as Garble was about to produce his flames, his attention went towards a light that shined above the four ponies. The guards that were holding the four struggling ponies down quickly scattered due to the light's size increasing, however, it was just getting closer towards them.

"What the heck is that?" The Diamond Dogs asked in unison, completely overcome with shock.

The guards that were holding down the four ponies quickly scattered as they had no idea what the shining light was going to do. As the light made contact with the ground, a dark blue shield produced by magic raised over Twilight and her friends. Smoke had been produced causing everyone except Twilight and the others to start coughing like mad.

"Fire!" Rover commanded through his frantic coughs.

The Diamond Dogs began to fire their arrows at the dome-like shield in front of them as did the three dragons, shooting fire from their mouth. This, however, failed. The shield appeared to break the arrows and absorb the fire. The smoke cleared and standing in front of Rainbow Dash, Pinkie Pie, Twilight and Applejack was their Princess of the Night, Luna.

"The Princess of the Night?!" Garble growled.

"Uh oh..." Fido's voice died under his breath, resulting in a gulp.

As the four took in what was standing in front of them, they were relieved to see their Princess of the night coming to the rescue.

"Princess Luna?" Applejack spoke, her voice seeming relieved too.

Princess Luna growled at the vandals in front of her.

"FOCUS ALL FIRE ON THAT ALICORN!" Spot ordered.

Just before any of the guards acknowledged Garble's command, Luna's booming voice interrupted their fire, causing them all to cover their ears.

"ENOUGH!" She roared, lowering the shield as her horn charged, firing at Garble which caused the red dragon to be forced into a pile of crates, gems spilling out. She disrupted a shockwave that made her enemies collapse onto the ground.

"Princess Luna? How did you find us?" Twilight asked.

"No time for explanation, dearest Twilight." She said in a gentle tone.

Without any hesitation, two guards got up and targeted Luna with their crossbows. Before they could fire, Luna quickly fired a beam at the two guards which knocked them back. Applejack managed to lasso herself up a dog that was on the run. Rainbow Dash proceeded managed to whizz around three of the armed dog, making them feel nauseated and dizzy while Pinkie Pie set for a great distraction.

In pain and overcome with anger, Garble rose from the crates that engulfed him. His teeth chomped against each other due to frustration. He looked over to see the two of the Diamond Dogs' guards get pushed back by Luna's magic. His blood was beginning to boil all because the Princess of the Night intruded on his fun. He turned around to see the three Diamond Dog leaders who were also pushed back by her shockwave spell.

"You three!" He pointed his claw. "Get the gems, armour and weapons out of here. We need to leave this place." He finished.

"I'm on board with that!" Spot agreed to his command.

Rover quickly turned his head to Fido and commanded. "Grab any remaining gems you can find and then rendezvous with us by the mountains."

"Why me?!" Fido asked.

"Because I ordered you to! Now go!" He shouted as him and Fido left.

Fido began to shake his head like crazy, searching for anything that was of value to them. Quickly, the Diamond Dogs along with their guards began to retreat and the Garble's two dragon friends took flight which wasn't apparent to Luna. Within the command centre of the camp, only Garble remained as he faced off against Luna, Twilight, Applejack, Rainbow Dash and Pinkie Pie.

"You ponies are infuriating, you know that?!" He asked with a hint of anger showing. They could tell that he was annoyed which was pretty obvious. "I couldn't care less if Fright wants you to be kept alive just so you can be afraid! You're all better off burnt to a crisp!" He snapped, inhaling and then breathing fire like crazy, setting the tents and anything around him on fire.

His two dragon friends zoomed past the tent, shooting fireballs from their mouth as if they were bombers. This outpost set up by the Diamond Dogs was now a spawn of flames, engulfed in fire.

"ARE YOU CRAZY?" Rainbow Dash shouted.

Garble just laughed at the insult and spread his wings, shooting up into the air. "See you at the breakout." He shouted down to his enemies. He signalled his two dragon friends to come and fly away. They were retreating from the burning camp where the five ponies remained in trouble.

With the fire increasing around them, all passages seemed to be cut off with flames interrupting their escape.

"Where do we go?" Pinkie Pie asked with panic consuming her.

They all looked around them desperately.

Princess Luna quickly found an opening from the fire and spoke. "Follow me, and stay close." She alerted.

With Princess Luna, Twilight, Rainbow Dash, Applejack and Pinkie Pie staying close to her side, they continued to hurry in one direction, dodging all structures that were burning or collapsing, staying on Luna's tail. They were in a single file and Applejack was behind all of them. She focused her attention on following her friends in front of her, but with no expectation whatsoever, it appeared Applejack had let her guard down. From out of nowhere, Fido leapt at her, tackling her to the ground and causing her to fall to her side with Fido holding her down.

"Remember me?" He growled.

Applejack stared at the dog with hate as she was tackled. "Get off!" She shouted, kicking Fido in the face.

"Gah!" He held his face in pain, however, he could see Applejack trying to make her escape. "Oh no, you don't!" He said, grabbing hold of her hind legs, preventing her from leaving the now flaming campsite.

Despite the fact that they were in danger, Twilight heard the sound of distress as did Luna. They turned their heads to see Applejack with a Diamond Dog holding her down.

"Applejack!" Twilight called out.

"You three get out," Luna commanded. "I'll get Applejack."

"But-"

"Now!" She ordered.

Twilight chose not to speak another word as did Rainbow Dash and Pinkie Pie. The fire was increasing and so they obeyed her command and fled the scene as Luna went back for Applejack.

Fido continued to hold down Applejack, getting ready to drag her to the rendezvous point to meet with his fellow dogs.

"HALT!" Luna arrived.

"Princess!" Applejack exclaimed.

"Back away or the pony is burned," Fido threatened, thinking of throwing her into the nearest spawn of flames.

Against his threat, Luna in no way showed fear. She had a trick of her own to show. Her horn began to glow which caught Fido's attention. A beam shot directly towards him but no pain was inflicted. The spell Luna was casting was a sleep spell and it appeared to have been putting poor Fido into a deep sleep.

"Hush now... Close your eyes and sleep." She commanded.

Fido paid no attention to his surroundings, he was overcome by Luna's magic and he could feel his eyelids getting heavy. His ears were soothed by Luna's voice as she hushed him. Without any sort of resistance, Fido collapsed onto the ground and began to snore, unaware of the raging fire around him. Applejack rose from the ground.

"Come, Applejack, we must hurry." She said, levitating Fido onto her back.

Panic and alarmed, Twilight continued to run while Rainbow Dash followed her. Surprisingly, Pinkie Pie kept up with the two. They escaped the wreckage with Luna and Applejack following behind. As they reached a safe distance from the roaring fire, Twilight, Rainbow Dash and Pinkie Pie looked back the camp now collapsing in on itself. Luna and Applejack regrouped with them. Out of breath and relieved, Princess Luna looked down at the four ponies who almost died. What was Celestia thinking?

"Is everypony alright?" Twilight asked.

Rainbow Dash and Pinkie Pie gave a simple nod.

"Am fine thanks to Luna here," Applejack said. "Thanks again." She thanked her Princess of the Night. "Wait a minute, how did ya find us to begin with?"

"After hearing about your newest assignment from my sister, I thought it'd be best if I'd help. You all risked your lives in Manehatten, you're all playing your part against our enemies and I have to do the same. I wish my sister could do the same." She muttered the last sentence quietly for no one to hear.

"That's very noble of you Luna," Twilight admired.

"I can say the same to you, Twilight. To all of you," Luna complimented.

"Umm, princess," Pinkie Pie spoke. "What's that on your back?"

Luna simply used her magic to levitate Fido off her back. She dropped him onto the floor, still sleeping deeply.

"This is one of the Diamond Dog leaders," Twilight stated.

"And he tackled me to the ground, tryin' to prevent me from gettin' away," Applejack growled at the sleeping dog.

"Tell me Twilight, did you uncover any secrets during your infiltration?" Luna asked.

The question triggered Twilight's mind to switch on like a light bulb. "Princess, it is most unfortunate that I must inform you that our enemies' strength is increasing," Twilight began to explain every detail on what the Diamond Dogs and dragons have been up to. She informed her about Flim and Flam manufacturing crossbows and supplying it to them. She told her about the armour the three dragons were crafting and sharing it to the Diamond Dogs. All this bad news seemed to have worried Luna, their alliance with Fright and the changelings was getting stronger, despite the fact that they all hate each other. She also mentioned the announcement Fright was going to make tonight which only made her and the rest of her friends troubled. Why? Becuase this apparent announcement Fright had prepared involves Spike. Against all of the bad news, Twilight managed to lift up hope for Luna by telling her about one of the hideouts they have secured in the Crystal Mountains. Once Twilight finished explaining, Luna looked as if she appreciated the information she had told her.

"This is most frightening news, I'm not going to lie, but with the Diamond Dogs' leader, we may have an advantage. When interrogating one of the Diamond Dogs you said that he revealed information on Fright having more than one hideout, correct?"

"Correct," Twilight answered. "The only hideout he knew about was the one in the Crystal Mountains."

"The Crystal Mountains is near to the Crystal Empire. Once I arrive back to Canterlot, I will alert my sister to have Cadence prepare her guards to make a search. These cowards won't hide any longer."

"But what about Mr Sleepyhead?" Pinkie Pie questioned, pointing to the sleeping dog.

"We are only aware of one hideout, but if this Diamond Dog is well informed in Fright's sick little game, then he may know his next move and other things," Luna predicted.

"Garble said something about a breakout?" Rainbow Dash recollected her memories. "Does anypony have an idea on what that means?"

"No," Luna answered. "But I bet he does." She said, looking over Fido. Gently, she levitated the dog back onto her back and stretched her wings. "I better report back to Canterlot. There, we will interrogate our guest. Once you arrive back to Ponyville, regroup with your friends and meet us at Canterlot. By then, we may have got information from this mutt."

"Understood. Thanks again, Luna," Twilight thanked.

Luna smiled in response and then taking flight. As the Princess of the Night began to fade behind the clouds, Twilight remained with her friends. Only silence stayed alongside them until Rainbow Dash spoke.

"She's so awesome." She commented.

Against the fact that she was safe, Applejack seemed troubled. Her eyes targeted Twilight with worriment flowing though her.

"Twilight?"

Twilight turned her head and responded. "Yes, Applejack?"

" Ah didn't wanna say this in front of the princess, but what happened back there? Ya went all berserk?"

"Oh, yeah... That..." She nervously let out a sorry excuse for a laugh. "I'm sorry for putting you girls in danger like that, but something came over me with anger and I just couldn't stand to hear any more of what that dragon had to say."

"I'll be honest with you, Twi," Rainbow Dash spoke up. "Beside you almost getting us into trouble, that was incredible! You made that dog spill the beans and you fought off two dragons!"

"You were like super mad," Pinkie Pie mentioned.

"Ah will admit ah was impressed on how you made him talk, but we need to stay calm. We can't take another risk like that. Spike needs us more than ever and we can't foolishly just throw ourselves away like that," Applejack reminded.

"You're right, Applejack! This won't happen again," Twilight thanked.

"Well, we should hurry on back to Ponyville," Rainbow Dash suggested.

"Agreed!" Pinkie Pie said. "I wonder what Fluttershy and Rarity have been up to."

Chapter 12 - Secrets

No distractions, no interruptions, no interferences and no diversions stopped Twilight Sparkle from hurrying to her hometown Ponyville. Applejack hurried alongside her while showing no sign of tiredness. Rainbow Dash hovered above them, steadily flapping her wings at the same speed as her friends. Pinkie Pie surprisingly kept up with Applejack, showing that her speed seemed to be no different compared to her's. Either Applejack wasn't trotting fast on purpose or Pinkie Pie smacked herself with sugar to become an energetic road roadrunner. The only sound that was detectable at the moment was the sound of their hooves making contact with the ground as they briskly continued to reach home.

Ponyville

It's been two hours since Twilight, Applejack, Pinkie Pie and Rainbow Dash left Ponyville in search of the Diamond Dogs' camp and now Rarity along with Fluttershy remain in Ponyville as the residents continue to cautiously take their steps. In the Carousel Boutique, Rarity appeared to be working on clothes that took on the appearance of stealth and camouflage and who was the pony fitting them? Fluttershy...

"Aha!" Rarity exclaimed.

On her table, she had neatly crafted a helmet with branches and twigs sticking out. The purpose of this helmet was to blend in with trees. She used her magic to levitate the helmet, surrounding it in a blue aura as she placed it on Fluttershy's head. The helmet appeared to be that low, she couldn't see and her long pink mane wasn't helping either. She gently lifted her hoof to push up her helmet so she could regain her vision. The helmet wasn't the only thing Fluttershy was wearing. Her body was covered in a sage green cloak.

"Umm, Rarity?" Fluttershy spoke, her voice seeming quiet like normal. "Is this really necessary?"

Rarity turned towards her. "Of course, it is, darling. I'm just doing my part to help. It may not seem like much, but I'm only trying to give us a bit of camo if we're ever in danger." She stated.

"Okay then..."

"Um, Fluttershy? Is everything alright?"

"I'm fine. I just feel a little bad."

"Bad?" Rarity asked, a bit baffled. "Feel bad about what?"

"Well, Twilight, Pinkie Pie, Applejack and Rainbow Dash are out trying to track down information on finding Spike. I should be helping them, but instead, I chose not to, all because of my fear of dragons."

"Fluttershy, dear, your fear got in the way and we all understand that you're frightened of dragons. You have no right to feel bad, you made a choice and you stuck by it. If anything, I should be the one that feels bad..."

"Because you didn't go?" Fluttershy assumed.

"Yes. I keep worrying about what will happen to my mane or tail, and I need to put a stop to that! But I mainly feel bad because it's partially my fault that Spike's in this predicament. He ran away because he was hurt. This entire time since he's been here, I've only seemed to have torn his heart apart. I used his feelings just so I could get work out of him. You've seen how he carries all of my luggage; you've seen how he does everything I say without question; you've seen how loyal and obedient he can be. He was always generous to me, no matter what item he cherished, he gave it to me if I asked. I showed him nothing in return and he kept admiring me, even when I talked about other stallions he would motivate me. When Twilight told me he was mad because I was taking advantage of him... I felt like a monster. I repeatedly used him and forgot he had feelings. Poor Spike... I miss him ever so dearly." She said, turning her attention to her desk and there lied the heart shaped fire ruby.

Fluttershy took in Rarity's words, hearing out the troubled mare. She responded. "I miss him too, Rarity. I never meant to neglect him, I made him feel useless, but when really... I'm the one that's useless."

Rarity was stunned by her response. "Fluttershy!" By her sudden tone, it appeared to have made the pegasus feel threatened. She quickly changed the tone of her voice to not frighten her any further. She spoke softly. "You're not useless, what caused you to think of such a horrid thing?"

"Well, Twilight along with our other friends are carrying out Celestia's assignment, you're here crafting items for the benefit of our safety. All I've done is shown fear and it's my fault that Twilight nearly lost her life in Manehatten and- Eep!" She yipped, hiding behind her long mane again like a tortoise retracting its body back into its shell.

Rarity's ears perked upwards and her interest increased. "Darling, what do you mean it's your fault that Twilight nearly lost her life?"

She quietly began to whisper as her voice shaken. "Forget what I said, it's nothing!"

"It's clearly something if it's turned you in a frightened state, and if I recollect, it was Fright's fear spell that did that horrific work." She said with disgust.

"No... before that." She informed.

"What are you talking about?" Rarity asked.

Fluttershy slowly trembled with her words spilling. "C-can you keep a secret?"

Delightfully, Rarity answered. "Of course, darling. Whatever you need to say I will keep it between me and you. No pony else will know."

Fluttershy grew hesitant, resisting the words that were almost spilling out of her mouth. Finally, she battled her mouth open and spoke her secret. "I let Fright escape..."

The only response Fluttershy got was a few blinks from her, looking rather confused too until she responded with actual words. "I beg your pardon, Fluttershy?"

Fluttershy seemed a little threatened by Rarity's reply, despite the fact that it sounded caring and gentle. She began to stutter again.

"B-back in Manehatten. When Fright told us he had Spike... When Shining Armour threw him and turned his attention towards Twilight. I-I... I saw him get back up... I could have done something, I could have alerted you, our friends. I could have told Twilight that he was standing, but... He looked right at me... He smiled at me... Through those stitches, I could see terror. I could have alerted you all, but I was scared. His eyes told me not to and, and... It's my fault that he escaped!" She sniffled. "I could have done something... but I was scared..."

"Fluttershy..." Rarity approached. "According to Celestia, that monster is a fear bringer. We were all scared and none of us were paying attention to him."

"But I was..." Fluttershy interrupted.

"And you were scared. You were overcome with trepidation which is what Fright wanted. He had us panicking while he ran. If anything, we should have been more observant like you were. Please Fluttershy, don't let your mind be plagued with guilt thinking it was your fault Twilight was exposed to Fright's fear spell. We have done everything in our power to try and set things right, from trying to find Spike to stopping all those ruffians in Manehatten. You're always helpful because you're always at our side and that's what friends do."

In response, Fluttershy smiled. She needed to hear that. "Thanks... Umm, Rarity, could we keep this between me and you?"

"Fluttershy, my dear, I promise I will keep my lips sealed. You can trust me," Rarity said with a trustworthy smile.

As the conversation between the unicorn and the pegasus cleared up, a knock was heard at the door which startled them both.

"Oh, I wonder who that could be?" Rarity wondered.

She forged her way to the front door, ready to open it. However, her contact with opening the door with her magic was cut off as Rainbow Dash barged through and flew directly into Fluttershy causing them to collide. They were now both on the floor, eyes spinning as Rainbow Dash knocked into her. Dizzy and light, Rainbow Dash shook her head and looked down at Fluttershy who appeared to be stunned.

"Oh, heh, sorry Flutters," Rainbow Dash apologised, getting off of Fluttershy.

"Rainbow Dash?" Rarity greeted in a confused tone.

Not long after, Twilight came into the store as did Pinkie Pie and Applejack. They took notice to Rainbow Dash's action which resulted in paralysing Fluttershy.

Rarity took notice to her friends as they entered. "You're all back!" She said in glee. "Are you all alright? Those vicious creatures didn't hurt you, did they?"

"We're fine, Rarity," Applejack confirmed.

As Rarity took notice to the three of her friends, Rainbow Dash helped up Fluttershy, getting her back on her hooves.

"What happened?" Fluttershy asked.

"Well, it's a long story-" Already, Twilight was cut off by Pinki Pie who gasped in excitement, ready to brief both Rarity and Fluttershy on what happened.

"First, we transformed into Diamond Dogs, and then we slipped past their guards and heard a conversation between the Diamond Dogs' leaders and three teenage dragons, Garble and two other meanies. We heard that they are advancing in armour and weapons such as crossbows and then we heard that Fright was going to make a spooky announcement involving Spike and then Twilight snapped and attacked them and managed to make one of the Diamond Dog leaders spill the beans and now we know Fright has a hideout in the Crystal Mountains, but then we were caught and Princess Luna saved us!"

"How did Princess Luna-"

"I'm not finished!" Pinkie Pie exclaimed. "Then Garble was all mad and burnt down the camp with us in it! We tried to escape, but another Diamond Dog tackled Applejack and then Luna went back for her and put the dog into a deep sleep, and now she took to Canterlot as a prisoner because she believes she can get information out of him!" She finished, finally making contact with the air she inhaled.

Rarity and Fluttershy seemed a confused. They just stared at the hyperactive pink pony breath immensely. They had listened to every word that had been forced out of her mouth, but just so much had occurred in their absence. After, Twilight stepped in and filled them both in with more detail on what happened and carefully explaining the situation that they were now in. Once Twilight informed the two on Fright's announcement for tonight, Rarity was in for a shock knowing that it involved Spike.

"So you're saying that Fright plans on breaking us with fear tonight?" Rarity said, her voice quivering a little. "And it's involving our little Spikey-Wikey..."

"I'm afraid so," Twilight answered.

The fear Rarity felt was consumed with anger. "If he even picks a scale off his head I'm going to show him what's it's like to be afraid!" She growled.

Fluttershy spoke. "And Princess Luna is holding a prisoner for interrogation?"

"Correct!"

"Again, why?" Rarity asked, finishing Fluttershy's question.

Again, Twilight answered. "Princess Luna believes that the Diamond Dog leader has been well informed of Fright and Chrysalis's plan. If they make him spit out the information we need, then we'll be a step ahead. We may even get to know the next part of his plan and what they were talking about when they mentioned 'breakout.'

"But won't they come looking for him?" Fluttershy asked with a nervous tone.

"C'mon Flutters," Rainbow Dash enlightened. "No one is stupid enough to attack Canterlot, and besides, they're Diamond Dogs and dragons along with a psycho, a horde of changeling. They don't care."

"If he holds important information... well..."

Applejack intruded. "Look! What Luna's doin' is under control, they're in Canterlot which is heavily secured like the Crystal Empire, I mean, can ya see that bubble shield surrounding the whole city?"

"Applejack's right," Twilight said. "My brother's magic along with the strength of other unicorns will keep Canterlot secure, and that will surely block any threats from entering."

"But what about Fright's announcement?" Pinkie Pie brought up.

The six were brought up with the fact that Fright did have something planned and it was involving a friend in need.

"Girls," Twilight spoke. "Whatever happens tonight, we have to be prepared. Who knows what sick, twisted game Fright has for us, but we need to stay focused and aware. We cannot show fear."

The girls nod their heads in agreement with the Princess of Friendship.

"Very well. Pack what you need, we're going to Canterlot!" She stated.

"AW COME ON!" A voice called out. "Again!"

The six turned their heads to see Rarity's younger sister, Sweetie Belle who didn't look happy. Behind her, she was accompanied by Scootaloo and Applebloom and they appeared to have come over to Rarity's house during Twilight's absence with the Diamond Dogs and dragons.

"Oh, Sweetie Belle," Rarity greeted with a confused manner, she appeared to have forgotten her younger sister was still in the building along with her two friends. "Is everything alright?"

"You're going to Canterlot again?" Applebloom asked, mainly towards her sister. "This is the second time you're going!" She whined.

"Well, sis, it's pretty important on what we're all doin' here," Applejack explained. "Ah mean, we're tryin' to find Spike."

"But we're his friends too." Scootaloo reminded. "Why can't we come and help?"

Applejack shook her head and turned down the fillies. "Uh-uh, no way!"

Twilight stepped in and approached the three fillies. "Girls, your devotion to Spike is really noble and kind, and I thank you for wanting to help but this is serious business."

"Of course, it's serious business!" Applebloom exclaimed. "Spike's our friend too and all we want is to help."

"Again, I'm proud of you three for wanting to help, but this may put you in danger," Twilight said.

"But-" Applebloom spoke.

"No buts and that's final! Ah'm sorry Applebloom, but ah think this is for the best," Applejack declared.

"She has got a point Sweetie," Rarity backed up. "This is dangerous."

"Yeah, sorry Scoots," Rainbow Dash added.

The three fillies sulked as their response to their rejections. "C'mon girls," Sweetie Belle said as she trotted back upstairs with Scootaloo and Applebloom following her.

With the room emptied of the fillies, Twilight and her friends remained in their exact places. Quickly, Twilight got back on topic. "Girls," Twilight announced. "Pack what you need because Canterlot awaits us."

Chapter 13 - Canterlot

One Hour Earlier

The moment Luna left Twilight and her friends to take flight back to Canterlot, nothing stopped her and despite how bad the weather was becoming, the clouds began to grow a grey and menacing colour, swirling a pattern of nauseous to those who easily get sick of flying. Luckily, Luna took no notice and it wouldn't have bothered her anyway. She continued to fly with no troubles and finally, she took notice to a mountain where Canterlot rested. However, she'd have to think on her approach and this, of course, was her home, but she didn't want to alarm the residents of this sophisticated and prepared city, she didn't want to make a commotion. She continued to flap her wings until she arrived at the nearest opening point of her castle.

Canterlot - Celestia's Throne Room

Princess Celestia remained still on her throne like a statue, empty of emotion, blank like a canvas with no creativity splashed onto its space. The pain from Luna's outburst she could still feel and although she felt numb, she could still feel her heart in agony. Every monster, every creature, every villain was created because of her... No! That's not right! Her thoughts were overwhelmed with these negative parasites. Celestia has done everything in her power to stop madness and tyranny and...

"Princess?!" A voice intruded her thoughts.

Celestia snapped out of her trance-like state and turned her head to her right. Shining Armour stood there with a confused expression on his face, concerned for the princess.

"Is everything alright?"

"Everything's fine, Shining Armour." She lied. "Please, continue."

"Well, the scouts have come back from their sweep and they have nothing to report. It appears the perimeter of Canterlot is clear as well. In the meantime, there are no intrusions, but we have to be aware of changelings as well." He informed.

"You have done well," Celestia complimented. "I'm sorry I had to separate you and Cadence during this time of darkness."

"Thank you, princess, but it's alright. I know Cadence is safe along with our foal, and I'm pretty sure Starlight and Sunburst are doing great. Although, I do miss them."

"I'm sure Cadence and little Flurry Heart misses you too," Celestia cooed. "But once this is all over, we will live in harmony once again. Has Discord reported back from his little trip to the Everfree Forest?"

"Not yet." He informed. "He seemed rather happy to hunt down some changelings and Diamond Dogs in the Everfree Forest. Don't you think that's rather odd?"

"Odd?" Celestia repeated with confusion. "Discord is the master of chaos, he's the definition of odd, he just needs to have a little fun with his magic as well as control it, putting it to good use."

"SISTER!" A voice called out from the throne room's hall.

Without a second thought, Celestia and Shining Armour already knew that voice and they didn't need a second opinion on who it was. Their attention on Cadence was wiped and they now focused on Princess Luna who was moving closer to them. Celestia was relieved to see her sister once again, but she was hoping that the sudden anger that consumed her before had vanished.

"Princess Luna," Shining Armour greeted with a bow.

"Sister? Where have you been?" Celestia asked.

"I have been aiding Twilight Sparkle in her desperate attempt to save her assistant, and I come back with terrible news, but good ones as well."

"So Twilight's alright? Nothing bad happened?" Shining Armour said with relief.

"She's perfectly fine," Luna told, however, she gave a scowl to Celestia.

Celestia seemed a little threatened by her sister's sudden change in facial expression, but she shook it off. Now was not the time for another argument.

"Luna, please tell me, what is this 'terrible' news?"

Luna sighed as a sign of regret to inform them both on the improving strength of their enemies. She told her sister and the prince of the Crystal Empire everything that Twilight had briefed her. The advancement in armour and weapons she told which shocked Celestia.

"Crossbows?" Shining Armour commented, a bit baffled. "They've really been doing their homework!"

Hearing about the outlawed weapons brought back memories of violence within Celestia's mind. "This is all too frightening, Luna."

"Finally, Twilight managed to find out Fright's next move and that is tonight."

"Tonight?" Celestia said.

"We'll be prepared!" Shining Armour informed.

"You both misunderstand! Fright is not planning an attack. He's preparing an announcement and it involves Spike, he plans to break Twilight with fear."

"An announcement?" Shining's voice turned confused.

"No..." Celestia said to herself. "We cannot let Fright demonstrate his sick power on Spike! We cannot let this happen!" She exclaimed.

"That's where the good news comes in." Luna gave a slight pause to grab the attention of her troubled sister. "Fright has a hideout in the Crystal Mountains."

"The Crystal Mountains. That's not far from the Crystal Empire! We can alert Cadence to send up the guards to confront and capture him!" Shining Armour suggested.

"However, one of the Diamond Dogs confessed that Fright has more than just one hideout. This one may be a fake or a could have been setup for a trap," Luna said.

"Well, how do we know where the other hideouts are?" Shining Armour asked.

"That, I have a solution to," Luna smiled, turning her head back to the front entrance of the throne room. "Bring him in." She signalled.

To Celestia's and Shining Armour's surprise, two of Luna's guards entered and in between them was the Diamond Dog leader: Fido. His paws had been cuffed in shackles. His mouth was secured with a muzzle, so he could not bite those around him.

"These stupid toys can't hold me forever!" His voice muffled through his muzzle. He tried stretching the shackles off but failed miserably. His next intention would be to bite the chains in between the shackles, however, the muzzle stopped him.

"A Diamond Dog?"

"You took him from the camp?"

Luna explained. "This is one of the Diamond Dog leaders who tried to stop Applejack in her escape. I saved her and this dog was put into a deep sleep. If this is one of the leaders who controls the Diamond Dogs then he is well informed of Fright's plan and he may know a few things."

"Like I'll talk to a bunch of pathetic mules!" Fido insulted.

"Princess?" Shining Armour spoke. "May I take our newest guest into the holding cells? I will do what is necessary to make him talk."

"Very well," Celestia acknowledged.

Shining Armour along with the two of Luna's guards followed him with the Diamond Dog grunting and sulking. The throne room was now left alone to the two princesses which just made thing awkward.

"You have done well, Luna," Celestia complimented.

Luna's eyes narrowed as she spoke. "Sister, I did not want to say this in front of Shining Armour, but Twilight almost died!"

"I am aware of that Luna!" She snapped.

Luna showed a sign of annoyance on her face and snapped back. "Not back in Manehatten back at the Diamond Dogs' camp! Twilight and three of her friends almost died in a fire that was caused by the dragons!"

"Twilight has survived far worse and you need to show a little more faith in the Princess of Friendship! She is not some sort of filly or damsel!" Celestia replied.

"I do show her faith, I don't use her as some sort of pet!"

"For the last time, I don't use her as my- MHFM!" Unexpectedly, and for no reason, Celestia's mouth was replaced with a zipper, sealed shut.

Luna caught onto Celestia's sudden change and the same had happened to her. They were both alarmed to why their mouths had been sealed shut.

"WOULD YOU TWO KNOCK IT OFF!" Discord screeched, appearing in a flash between the two argumentative sisters. "As much as I love hearing the sound of distressed cries and the sound of chaos, it's completely annoying when you two are bickering about the same thing! You two are full grown mares, princesses and look at yourselves! Like little fillies fighting over candy, and I'm the parent who cleans up the mess, what have you both- oh wait, you can't speak." He remembered, snapping his claw to remove the princesses mouths back to normal.

Celestia and Luna both gasped for air, breathing immensely.

"DISCORD!" Luna roared.

"What?" He innocently shrugged. "Someone had to put a stop to you two roaring down the castle!"

"What are you doing here?" Luna asked.

"I am here to report back to Celestia, she gave me a mission." He explained with a smug look, turning back to Celestia. "Getting back to the point, forgive me Celestia, but there were no signs of any threats in the Everfree Forest, only Timberwolves,"

Celestia only let out a sigh but realised there was still hope with Luna's prisoner. "It's okay, Discord. Luna has brought back a Diamond Dog and we believe he may know a lot in Fright and chrysalis's plan."

"A prisoner hey?" He said with the formation of a creepy smile. "May I be the one to force the information out of him?"

"Apologies, but Shining Armour has already taken command of the interrogation," Celestia informed.

"Great!" He said sarcastically. "Like a pony would be better at making someone talk rather than me." He mumbled to himself. "Well, if anypony needs me, I'll be on my cloud of cotton candy and certainly, won't cause any chaos." He chuckled, teleporting a canoe with wings and drifting off.

"Do prepare yourself for Twilight's visit along with her friends," Luna informed. "I would bet Fluttershy is looking forward to seeing you again."

Discord's head popped up from his silly canoe. "Of course, Fluttershy would look forward to seeing me! We're friends! I mean, you don't see many ponies be-friend a God of chaos, right?" Again, he showed his smug look, growing distant from the two princesses as his canoe endured further away from them.

With Discord gone, the two sisters were left alone. It was still clear to Celestia that Luna was mad. As a moment of silence fell upon the two sisters. Where were they?

Luna calmed herself a little and said. "Tia, all I ask of you is to consider your options and stop using Twilight Sparkle."

"For the last time, I do not use her as some sort of pet! She is my student and I care for her as much as I cared for Fright until he became that monster who is obsessed with fear! Do you think I was proud of destroying his research? I could see the monster he was becoming and I tried my best to stop him but he wouldn't listen! I destroyed his research because I was scared of seeing what he would turn into but I now know I was the cause of his insanity! So forgive me for trying to do what was best!" She snapped.

Luna's jaw tightened to see Celestia in such an aggravated state. The air between the two was contaminated with melancholy as they remained silent. Luna started to feel sympathetic for her sister, she was at her throat about the past.

"Luna, we are sisters, not enemies. We shouldn't be at each other's throats about the past or mistakes. I will admit I have made many errors in life, but please... I don't want to keep arguing with the sister I love. I may have been the one who banished you to the moon, but every day I missed you, I regret making that decision like the one I made to turn Fright mad. I'm sorry for everything, Luna, but we need to focus on what's happening right now. I want to see Spike safe, I want Twilight to be happy, I want everypony to be happy, but that can't happen when Chrysalis and Fright are planning to terrorise this land! We need to put this argument aside and work together, to rule together like we always have. I need you, Luna. I don't want you to turn against me."

Against the fact at how Luna was mad, Celestia did hold a very good point. "Very well, Tia. I will admit I have been at your throat and I apologise."

"Me too, Luna. Thank you."

"But please," Luna begged. "Promise me with every bit of your power you can stop ponies from getting hurt."

"I will do what I can to keep this land safe. Even you."

Chapter 14 - Interrogation

Chapter 14 - Interrogation

Ponyville - Train Station

It wasn't long before everypony got ready to head off to Canterlot. Already, Twilight Sparkle, Fluttershy, Pinkie Pie, Rainbow Dash and Applejack were waiting for a certain unicorn. Twilight showed nothing but calmness as she waited, Rainbow Dash was growing impatient and the rest knew that by how she was hovering above their heads, flying around in circles, Applejack was just staring into space, Pinkie Pie was digging into her saddle bag to see if she forgot anything like it would matter, she only brought sweets with her for the trip and Fluttershy stayed quiet as usual.

"What's taking her so long?" Rainbow Dash griped.

"It's Rarity," Applejack told. "She's probably finding somepony to carry her thirty bags now that Spike's gone." She joked.

"Or maybe she doesn't want to come," Fluttershy added.

"Ha! Rarity would never miss out on a trip to Canterlot," Pinkie Pie laughed. "If that happened then I'd assume the real Rarity was replaced with a phoney!" She concluded.

It appeared that the talking between the girls had distracted them from the playing the waiting game for Rarity because she had arrived with only one bag, and she was the one carrying it.

"Sorry to keep you all waiting," Rarity said. She was using her magic to pull the handle of the luggage bag.

"That's it?" Rainbow Dash said with surprise. "Just one bag?"

"Of course!" She replied. "Why?"

Applejack gave a weak laugh. "Well, we were expecting a little more."

"Applejack, please," Rarity said with ease. "This is a matter of saving little Spikey-Wikey and I don't plan on any distractions. I don't need to be presentable just because I'm going to Canterlot, I'm focusing on my friends and not my charm!"

"Wow, Rarity!" Twilight spoke. "This is a sudden change."

"What's in the bag anyway?" Pinkie Pie asked.

"This bag holds the very same clothes Fluttershy was wearing when you entered my boutique half an hour ago. In case you're all wondering, this is used to disguise yourself with the environment, blend in with nature. I plan to make more for our safety or if we ever need to make a quick get away."

"That's pretty neat, Rarity," Rainbow Dash complimented.

"Why thank you, Rainbow!" She was pleased to hear Rainbow's opinion. "However, this bag is a little hefty than what I would expect it to be. Spike would carry a dozen of these and not let out a complaint. Here I am complaining about just carrying one." She weakly joked.

The conversation came to be satisfying and distracted them from their agonising wait for the train to arrive. The train carefully approached the station with ease as the wheels squeaked on the rails it contacted with. The doors to each of the train's carriages opened and out came a few ponies either coming for a visit or for better refuge. Ponyville was a small town, but being next to the capital of Equestria, Canterlot and now becoming a kingdom it wasn't such a good idea to come if they were hiding. However, the protection was building up with the guards being transferred from Canterlot. Everypony hopped onto the train and took their seats. The carriage that they were on was empty, only six of them took up the seats. Twilight took a seat by the train's window and rested, pondering on what cruel game awaited for her. This announcement that involved Spike was drilling into her skull, she needed to see Spike and she needed to know if he was okay. Fluttershy took a seat next to her, however, she decided it would be best not to intrude on her thoughts. Rarity and Applejack took a seat opposite them while Rainbow and Pinkie Pie were behind them.

Ten minutes passed and now they were approaching the mountain side of Canterlot. Rarity and Applejack were having a conversation while Pinkie Pie was sharing a few jokes with Rainbow Dash to lighten up the mood.

"Achoo!"

Rarity turned her head to Applejack while slightly backing onto the train's window to stay clear from her sneeze. "Oh! Bless you, Applejack." She added.

"Umm, that wasn't me," Applejack said.

Rarity then turned her head back to Rainbow Dash and Pinkie Pie sitting behind them. They were aware of the sound but just shrugged. Her mind snapped as she looked at the luggage bag below her.

She used her magic to unzip it and out came Sweetie Belle who was huffing and puffing loudly. Rarity's eye widened while her sister came out of the bag. The moment her sister appeared before her very eyes, she was in shock.

"Finally, I can breathe!" She exclaimed.

"SWEETIE!" Rarity snapped. Her screech caught the attention of Twilight and Fluttershy. Rainbow Dash and Pinkie Pie popped their heads up to see what the commotion was about. Applejack was stunned to see a filly fit in her bag like that.

All eyes were sharpening on Sweetie Belle as she nervously let out a weak excuse for a laugh. "Hey, sis... Heh..."

Rarity grew frustrated to see her sister on the very same train she was on. "Do you mind telling me what you're doing stuffed in my bag!" She growled.

"Ah told yall this was a bad idea," Applebloom said, her head popping out of the bag.

Applejack was now just as shocked to see her sister too. She had disobeyed her orders and ignored the warnings of danger that they were going to confront.

"Applebloom!" She snarled.

"It was your idea, though!" Sweetie Belle argued back to her friend.

"Can you guys hurry up and get out! I don't know how long I'm gonna last in here!" A muffled voice was heard within the bag, easily recognisable. The voice belonged to Scootaloo. The two fillies jumped out of the bag which allowed Scootaloo to jump out as well. "Heh, hey Rainbow Dash," Scootaloo greeted, looking rather embarrassed.

Rainbow Dash frowned as her response to the young pegasus. It was clear that the three ponies were disappointed to see the three fillies. Twilight seemed distressed as well, however, Pinkie Pie was laughing a little to see a good surprise and Fluttershy was alarmed thinking that they were in danger.

With the three fillies out of the bag, leaving the six ponies speechless to how they could all fit into a bag like that, they were surprised.

"How in Equestria did you all fit into that bag!" Rarity demanded.

Again, Sweetie Belle nervously giggled. She showed regret to inform her about how they had to get in. "Well, we were planning to all fit in with your materials and the clothes you packed, but is was rather cramped so we needed to make space." She innocently smiled.

Rarity turned the bag upside down and nothing came out. The prototype for her camouflaged outfit was left back at Ponyville. Her eye began to twitch in frustration and anger as she turned at the three fillies who were innocently smiling at her.

"This entire time... I was carrying you three!" She shouted.

"What are you three even doing here!" Applejack demanded.

"You better have a good explanation to this!" Twilight told.

"Didn't you listen to a single word of what we said back in Ponyville!" Rainbow Dash reminded.

"We did!" Applebloom argued. "We just wanted to help."

Twilight sighed. "Girls, if this is about Spike-"

"Of course, it's about Spike!" Scootaloo told.

"He's our friend too ya know!" Applebloom said. "We aren't the ones who drove him away!"

"Applebloom!" Applejack scowled.

"Enough!" Twilight shouted. Luckily for them, all nine of them were the only ones in the carriage. She took a deep breath and heard out the three fillies. "Now please, all three of you explain why you were hiding in Rarity's bag and ignored what we said."

The three fillies bowed their heads in shame and Scootaloo began. "Twilight, I know what we did was wrong but even if you don't see it, but we miss Spike just as much as you."

"We snook into my sister's bag because we wanted to help him. We're determined to get him back just like you."

"I know what we did was stupid, disrespectful and bad, but we just want to help," Applebloom added.

The girls couldn't really find a way to argue back. They were speaking the truth and they were quite touched by their devotion to helping them. However, their honesty seemed to have touched Twilight, Fluttershy and Pinkie Pie. Rarity, Rainbow Dash and Applejack were still a little angered that they disobeyed their orders and warnings.

"Umm, Twilight?" Fluttershy spoke. "What are we going to do now?"

There really was no other option but let the CMC tag along.

"It's too late to turn back now. The only option we have is to let you three come along."

The three fillies' faces expanded with a smile. They were delighted.

"You three are going to have to do what we say, we don't want you running off and doing something wild like you always do."

"Please, Twilight," Scootaloo said. "We've already got our cutie marks."

"And that doesn't mean trying to prove yourself while putting others in danger!" Applejack told.

"Okay! We understand and we'll be on our best behaviour!" Applebloom said. The three fillies agreed to their conditions and were happy to help.

Rarity shot a glare at her sister who was smiling happily.

"Oh yeah, sorry about throwing out your materials," Sweetie Belle apologised.

The CMC took a seat on the train and talked among themselves. The situation had been sorted out, but this meant Applejack and Rarity had to keep a close eye on their little sisters, carefully watching them. As for Rainbow Dash, she had full confidence that Scootaloo would be on her best behaviour but this still meant she had to watch over her.

Canterlot - Holding Cell Chamber

Celestia stood tall with Luna beside her as they waited for Shining Armour to finish his interrogation. They were informed by Cadence who had sent them a letter, she said that the guards located a tomb within the Crystal Mountains but the place was emptied. All they saw were two changeling scouts who quickly scattered away from their sights. They must have known they were coming since Rover gave away information on the hideout.

"Has Shining Armour gotten anything out of that Diamond Dog leader?" Celestia asked.

"I'm afraid not," Luna informed. "He's quite resistant."

"How long has he been in there?" She asked.

Luna appeared to have lost track of time, therefore she could not answer.

"Princesses!" A guard approached. "Princess Twilight along with bearers of the elements are here to see you. Also, three fillies."

The guard was dismissed and in came Princess Twilight along with her friends accompanied by the CMC who were kept supervised.

"Princess Celestia, Luna," Twilight greeted. "Please excuse us if we were late, but-"

"You're far from being late, Twilight," Celestia calmed her.

"I'm afraid that I must inform you all that this Diamond Dog hasn't revealed any information to us," Luna informed. "However, the hideout in the Crystal Mountains you had uncovered from Rover has been abandoned. The Crystal Empire's guards searched the place clean and somehow, whoever was in that tomb knew they were going to get caught so they made an escape."

"News must travel fast," Pinkie Pie joked.

"Who's interrogating the Diamond Dog?" Fluttershy asked.

Just before Celestia could answer that question, it was answered by Shining Armour himself. He did not answer it directly, though.

"WHY WON'T HE TALK!" He shouted from the holding cell. Shining Armour opened and furiously closed the cell's door and revealed his presence to the three princesses and the rest. "Oh, hey." He greeted with calm.

"Still no luck?" Celestia said.

"He won't speak! Everything I do is useless," Shining Armour informed. "All I've gotten is his name and it's Fido, but that's nothing!"

"Shining Armour," Rainbow Dash spoke. "What methods of interrogation have you tried doing anyway?"

"Well, we tried doing the good cop, bad cop method, but that wasn't working so we tried intimidating him but nothing's working. He just keeps insulting and laughing at us."

"I know how we make him talk," Rainbow Dash said.

"You do?" Twilight said.

"Oh yeah, but it requires Rarity's secret weapon," All heads turned to Rarity in curiosity. No pony knew her secret weapon and she seemed oblivious to is as well.

Rarity giggled as she assumed on what Rainbow Dash was thinking. "Oh please, Rainbow, my charm is no interrogation method."

"I wasn't referring to your charm. I was referring to your whining,"

Rarity blinked in realisation to what Rainbow had said. She let out a growl. "For the last time I complain, not whine!"

"Sounds a lot like whining to me," Sweetie Belle added.

"Whining? Really?" Shining Armour said in confusion.

"Of course!" Pinkie Pie joined in. "You were taken by the Diamond Dogs once and you managed to get them to work for you instead of you working for them!"

"You can outsmart him!" Twilight said.

"But I'm no interrogator," Rarity confessed. "I don't even wish to get close to a dangerous ruffian like a Diamond Dog. And they smell nauseating."

"But you do want to find Spike, right?" Applebloom reminded.

Rarity turned to Applebloom, the worries Rarity was facing faded away. This wasn't about her, it was about Spike.

"Very well," Rarity said. "I will do my best to get any info out of this dog!"

"Let him have it, Rare!" Rainbow Dash pumped confidence into her.

The blank and strong walls surrounded Fido as he sat on a chair in the centre of the room. He rested his paws on the table before him as he kept giggling to himself, making Shining Armour mad was the best thing he could have done. He refused to tell any info on Fright's plan and it was working! He was no rat! He was a dog, a Diamond Dog, loyal and strong.

The door opened and Rarity introduced herself.

"Well, isn't this a surprise?" Rarity introduced. "I believe we've met before haven't we?"

Fido's eyes darted the white unicorn with fear. This was the exact same unicorn he called a mule and I don't think she recovered from that insult. Fido began to shiver upon hearing Rarity's regal voice.

"If I remember, you took me deep into the mines underground and had me working as a slave?"

Fido stared endlessly at the unicorn, he was terrified, but somehow kept his cool.

"There's two ways this can go: You can either answer my questions which are easy or I can squeeze it out of you!" Rarity threatened.

"Forget it!" Fido refused. "I told your prince friend out there that I wasn't telling him anything so why should I tell a whiny mule like yourself!"

Rarity frowned at the insult, she was being nice but this dog was being ignorant and stubborn. He wasn't cooperating.

In a loud and strident voice, Rarity spoke. "But why?" She made sure her voice echoed through Fido's ears.

...

After five minutes of Fido screaming to stop, Rarity continued to use her method of interrogation which felt like his eardrums were melting. Princess Celestia, Luna and Shining Armour were surprised, astonished to hear the Diamond Dog scream in agony. They were almost feeling sorry for him. Applejack and Rainbow Dash were looking at each other to see that Rarity's 'complaining' was working. Twilight could feel herself being lifted with hope if Fido revealed the location of where Spike and Fright was.

Rarity stepped out of the holding cell for Fido, and with a smile on her face, they already knew the interrogation was an accomplishment.

"He's ready to speak to you now, princesses," Rarity told as he bowed to the princesses.

Shining Armour was stunned, his intimidating strength was no match for Rarity's way of whining. "I'm impressed."

Celestia and Luna turned to each other and thanked Rarity for her cooperation. They stepped into the cell to see Fido stroking his ears.

Celestia spoke. "Will make this simple, tell us where our friend is."

"The small dragon," Fido began. "I don't know, no one knows. Only Fright."

"Then where's Fright?"

"He's always moving, up and about with his plan. The only way to know where he's going is to get ahead of him."

Luna approached Fido. "Garble mentioned something called 'The Breakout' and I assume you know what it means. Talk or I'll get Rarity back in here to scream down your ears!"

"Okay! Okay! Okay!" Fido panicked. "I'll talk! Fright's heading to Tartarus."

Celestia turned pale on hearing the word 'Tartarus' a place of nightmares, the holding cells for all creatures that produce pain and nightmares.

"He's going to free every demon and creature from Tartarus," Fido told with his voice sounding defeated.

"Why?" Luna asked.

"He never gave a reason, he's insane."

"Do you realise what's going to happen!" Celestia shouted. "We have to stop him! We know Fright has more than one hideout so spit out where they are!" She commanded.

"The Crystal Mountains and that's all I know," Fido lied.

"We checked and the place was emptied! You know more," Luna growled.

"I don't!"

"Rarity!" Celestia called out.

"OKAY! HE HAS A HIDEOUT IN THE BADLANDS! THAT'S ALL I KNOW!" Fido confessed. "Please! Just please don't let that unicorn get anywhere near me!" He begged.

Fido informed the two princesses with valuable information and now they have a chance to stop this madness. They left the cell where Fido would remain until his freedom was granted.

Twilight along with her brother, friends and the CMC awaited the news from Celestia and Luna. They explained Fright's plan about the breaking out every demon and creature in Tartarus which frightened Fluttershy along with Applebloom, Scootaloo and Sweetie Belle.

"So hang on a minute," Rainbow Dash spoke. "Fright and Chrysalis are planning to break everyone free from Tartarus? That's impossible! Tartarus is guarded by Cerberus."

"That is correct, Rainbow," Celestia answered. "But with an army Chrysalis possesses they can easily throw that guard dog aside and break every sadistic soul from that prison free."

"We have to stop him!" Twilight exclaimed to her mentor. "Fido said there was another hideout in the Badlands, my friends and I can-"

"Nay, Twilight Sparkle," Celestia denied. "I can't have you risking your lives in a place like the Badlands. You have done so much and I wish you all to rest. I'm going to need to call in another to stop Fright before he sets foot into that abyss of evil. I'm calling Discord."

"DISCORD!" They all shouted in unison yet again, all except Fluttershy.

"Ah beg your pardon princess, but don't ya remember what happened last time when Discord tried to stop a bad guy. He ended up joining forces with em," Applejack reminded.

"He betrayed all of us and Equestria was almost destroyed! What makes you think he won't become corrupted with evil again?" Rainbow Dash asked.

"Girls!" Fluttershy spoke up. "I think we need to put a little more faith in Discord. Yes, he may have betrayed us once, but he won't do it again, he's changed and this time I can see that, and I'm pretty sure you all can see that too."

"Fluttershy's right." Pinkie Pie agreed. "He certainly has been a lot more interactive with ponies lately and in the good way, not the chaotic way."

"What makes you think Discord will be able to stop him?" Shining Armour asked.

"Discord can break the rules of magic, if anything, he's more powerful than Fright and Queen Chrysalis. I have faith in him and all of you should too," Celestia spoke in a calm tone. "After all, he's our friend."

This was troubling for Twilight to hear. The worse thing to happen would be Discord joining Fright like he did with Tirek. But how could Fright persuade a God of Chaos? The rest were afraid of Fright's plan succeeding. Every evil spirit within Tartarus would be liberated, free to do what they want without a care in the world. Equestria was now on the edge of terror and destruction.

Canterlot Gardens

As Celestia wandered out into her beautiful and admirable garden, she looked up at the sky, slowly fading into dark night. Above her, her attention quickly turned to the draconequus who was lying down on a pink cloud, entirely made out of cotton candy. He looked peaceful, a side which Celestia rarely gets to see.

"Discord."

Discord's eyes snapped open as he heard the alicorn's voice.

"Oh, Princess Celestia, I was just gazing upon Lulu's night sky, it's very beautiful wouldn't you agree?"

"Well-"

"Personally, I think it would look a little better if the sky was pink and there were a few cotton candy clouds scattered across the sky, but hey-"

"Discord."

His head turned to see the seriousness in her eyes.

"We need a favour."

"A favour? If it's babysitting, there is no way!"

"Discord, please, this is serious! We've found out Fright's next move and it's a little dangerous for Twilight, myself and her friends."

His face grew concerned as he heard out Celestia's worried voice.

"His next move is?"

"He plans on breaking out every prisoner in Tartarus."

This time, Discord's face grew concerned.

"Tartarus? But why?"

"It's still unknown to me, but Twilight and the others risking their lives in Manehatten was enough, I can't have them doing the same in a monstrous place like the Tartarus. They could get hurt, they could fail or Fright could... Anyway, I need you to stop Fright."

"Why me?"

"You're powerful, you're cunning and you can easily outsmart Fright by bending the rules of magic. We need you stop him before he gets anywhere near Tartarus. We've got information that there's a hideout in the Badlands which could be where he's hiding."

"Celestia, you can count on me!" He said, giving a salute with his lion's paw as an army helmet appeared on his head.

"Remember, the whole of Equestria is now in your paw... and claw. Fluttershy, Pinkie Pie and I are putting our faith in you. The others are afraid because of what happened last time."

"I only did that because Tirek offered me freedom and in the end, I realised that there was nothing more important than friendship, so what could an egotistical maniac like Fright or Chrysalis possibly offer me that I probably don't already have?"

"Discord, please, we're putting our faith in you and we depend on you now more than ever."

"Oh, alright, fine! I will succeed, don't you worry your pretty, glowing little hair." He said, teleporting off with a snap of his lion's paw.

Celestia smiled. Her confidence and faith calmed her, she knew Discord wouldn't fail... right?

Half an hour had passed and Twilight with her friends and the CMC. Shining Armour continued his patrol around Canterlot and the princesses were out of sight.

"I can't believe Celestia is sending Discord out to stop Fright! Something bad's gonna happen, I'm telling you all that right now." Rainbow Dash warned.

"Please, girls," Fluttershy spoke innocently. "Can we try and think positive? I'm sure Discord will succeed, we just need to put a little faith in him."

"I agree with Fluttershy, you should have a little more faith in me, Dashie." A voice was heard, filling the room. Promptly, Discord appeared within a flash in the centre of the dinner table, presenting himself with a stupid grin that looked like it was hanging from his face.

"Discord!" Fluttershy exclaimed in joy.

"How's everypony tonight? Anticipated for Discord's victory?"

"Shouldn't you be stopping Fright?" Twilight reminded.

"What's the rush?" He asked, lifting Twilight's chin.

"The rush is that Fright is going to release every evil spirit from Tartarus, and we have a friend that is need of rescuing!" Rarity said.

"Oh right, I completely forgot about Spike." He laughed. "And by the way, Fright's nowhere near Tartarus, he's still in the Badlands, I know this because I checked twice! I'm that fast."

"What do you want anyway, Discord?" Applejack asked.

"Well, I was talking to Celestia and she told me that very few of you have little faith in me. Why is that? I thought we were friends?"

"Maybe it's because you betrayed us last time." Rarity responded.

"Okay, fine! The whole me betraying you all to join forces with Tirek was a bad mistake, but I won't allow the same mistake to happen again. Lightning never strikes twice in the same place." He grinned with his fang sparkling. "I'm off to bring this maniac to justice! Wish me luck," Discord waved his farewell.

"Good luck, Discord," Fluttershy said.

Discord snapped his claw and vanished from the dinner room. The whole of Equestria now rests upon Discord's claw... and paw.

Chapter 15 - What Does Discord Fear?

Dark and cold, it was the only thing Discord was introduced to. He had already located the hideout within the Badlands with no trouble. He slipped himself inside without being detected and snooped around. Discord looked around and noticed a desk with a map lying there, that map was of Equestria and showed information on where he was going to strike next, Discord thought perfectly as he could us this to his advantage, however, it wouldn't matter because turning in Fright was his top priority. In case you didn't know, Discord had successfully slipped into Fright's hideout where there were a few changelings patrolling the corridors. He followed the corridors, left, right, left, right, right, left, up and down... What? This place was more disorienting than his home and that was in another dimension!

It got to a point where it was quiet and Discord began to hear his own breath, he wasn't loud, it was because it was that quiet. He noticed a room that was illuminating a distant white light. As he peaked his head through the frame of the door, he saw Fright working on something. Now was his time to strike.

Fright was occupied with manufacturing canisters that would dispense his fear spell, but he was stopped when he noticed both his wrists in shackles, this, of course, surprised the demented scientist, realising what just happened to him.

"What?!" He questioned, unknown to why he was in shackles.

"I'm afraid we're going to have to put your little science project on hold, Fright," Discord mocked.

"Discord..." Fright calmly turned around to approach the Lord of Chaos, his hands still cuffed. "I was wondering when you'd be showing up."

"Yes, well, I was busy. The Lord of Chaos can get caught up in a few things that can be rather tiresome." He said, yawning.

"I assume Celestia sent you to imprison me. Am I correct?"

"Indeed you are, my horrific little monster."

"Then I must congratulate you on your success. I have been bested by the master of chaos, captured by the most powerful being in all of Equestria." He praised the draconequus.

"Oh, why, thank you!" He said, teleporting a top hat on his head only so he could remove it and take a bow as if he was finishing a performance on stage. "But enough flattery, it's time to turn you in."

"Very well," Fright acknowledged Discord's command, this somewhat surprised him.

"What? You mean just like that? You're not going to yell for your guards to come and rescue you or try to offer me a deal that will break you free?"

"What could I possibly offer you that you don't already have?"

"Fair point."

"Though, I do wish to ask you a question."

Discord teleported a couch and a table as he poured himself a cup of tea. "Fine, but do make it quick, I don't want to keep Celestia waiting any longer."

"It interests me on how you became friends with Twilight and the others in the first place, after all, you are enemies."

"Well, Celestia granted me a second chance to use my magic for good and at first, I was against the idea, but that's when little and delicate Fluttershy opened my heart." He said, squealing.

"It appears that you've taken quite the interest in this Fluttershy."

"Why wouldn't I? She's my first ever friend, she's really kind and she's offered me so much about friendship," Discord quickly snapped. "Hey, wait a minute, you're stalling!"

"I'm not stalling, I'm asking you questions because I'm curious to know how a sadistic and cruel God that can wreck the land into chaos became so soft for his friends."

"Soft?!" He screeched. "I'm not soft! I'm the Lord of Chaos for crying out loud!"

"You used to be the Lord of Chaos, but now you are just another mere servant towards Celestia and the other three princesses."

"I am no servant! I'm not doing this because Celestia ordered me, I'm doing this for my friends." His voice turned to a whisper. "But between you and me, it's mostly for Fluttershy." He squealed.

"And what if something was to happen to Fluttershy?"

"What do you mean?"

"What if she was hurt? In pain? Struggling because she can't handle her fears! She was afraid of you, remember?"

"Yeah, was!" Discord growled. "You're starting to bore me, Fright!"

"I know your fear, Discord. It's Fluttershy, she's your weakness, if something was to happen to her then you'd feel lost within a void of guilt knowing it was your fault because you didn't save her. You'd feel powerless which is another thing you fear."

"Enough!" He bellowed.

"As you wish, but I do have one more question."

Discord sighed in irritation. "And what's that?"

"What's going to make you regret putting me away?"

"What are you talking about?"

"Has it never occurred to you before that every villain escapes? Nightmare Moon was banished to the moon for a thousand years and she returned to take Equestria back to the night! King Sombra resurfaced from darkness to seek vengeance and turn the crystal ponies into his slaves, Lord Tirek was imprisoned in Tartarus, but because of that three headed mutt, he escaped causing mayhem and destruction. And then there's you. You were put into suspended animation, turned into stone. You escaped because of three annoying fillies who were arguing and then you were released, turning your gaze to the whole land and turned it into your playground with your rules, however, you were stopped by Elements of Harmony, but foolishly Celestia granted you another chance to be reformed."

"What are you getting at, Fright?"

"My point is, you can banish me to the moon, lock me in Tartarus or throw me in another dimension, but I will return! You cannot escape vengeance, Discord! You cannot escape pain and you most definitely cannot escape fear. You can lock me up, but I will escape and then I will turn to your little friend Fluttershy. She's afraid of me, she could have stopped me back in Manehatten, but she couldn't because she was scared."

Discord was all ears, taking in Fright's warning.

"Imagine it, seeing her take a whiff of my fear spell as she drowns in her own nightmares, she will suffer all because you didn't heed my warning."

Discord just stared at Fright looking rather petrified to what he had said. It was true all villains do break free eventually and Discord didn't want to put Fluttershy at risk, either way, he was going to put her at risk no matter what.

"I know Fluttershy means the world to you, and you can prevent this from happening. You just have to simply release me and allow me to carry on with my plan and I assure you, your beloved friend, Fluttershy will not be harmed and if you were smart you'd know not to interfere. I'm not asking you to join me, Discord, I'm asking you to sit this one out and in return, Fluttershy will not be harmed."

Discord was broken, Fright had crawled into his mind and began to pull back the layers of his brain.

Endlessly, Discord began to think and it was painful for him thinking, save Fluttershy by making a deal with Fright, but put the whole land of Equestria in danger, or lock away Fright only for him to submerge from his prison to make his dearest friend suffer. What should he do?

Canterlot

Two hours had passed since Discord left to pursue Fright. In short notice, a letter was teleported in front of Celestia. She was sitting on her throne as she opened the letter from Discord which surprised her. As she read the letter, she felt numb, her eye swelling up with tears.

Quickly, the mane six hurried towards Celestia as she called upon them to tell the most, unfortunate news.

"Princess," Twilight approached and stopped in front her throne. "What's wrong?"

Celestia's lips felt sealed like an envelope, blocking her words from being heard. She finally opened her mouth and spoke. "It's Discord."

All ponies gasped, Twilight and the rest were furious. They knew he would do this, they knew he would betray them once again, they knew he would go back to his cruel self.

"I told you Discord would betray us! This is just great!" Rainbow Dash spoke in a sarcastic tone.

Fluttershy was heartbroken, her eyes tearing up. "Wh-Why would he do this?"

Before this could go on any further, Celestia stopped the conversation from advancing forwards. "Discord hasn't betrayed us."

The six mares all blinked at each other, puzzled. If Discord didn't betray them, then what did he do? What was so urgent that made Celestia call upon them?

Rarity spoke. "If Discord hasn't betrayed us then what has he done?"

Hesitancy flowed through Celestia, again, she wished to keep this information to herself, but she needed to tell them. She sniffled.

"I'm afraid... Discord is gone."

Celestia's statement only raised more questions, they had no clue on what she meant by 'gone.'

"What do ya mean, princess?" Applejack raised her head, lifting her hat in worriment.

"Discord... he's... he's..." Celestia couldn't finish her sentence, she was finding trouble in speaking and the six could see that due to her stuttering as if she was stunned.

Instead, Celestia levitated the letter Discord had sent them. They all read the letter.

The letter was read out loud by Twilight.

"To my life changing friends,

For many years, I have lived in a chaotic and rude manner, I was ruthless and brutal and I can't forgive myself for that. When I was offered a second chance, I never realised friendship could offer so much and each of you showed me that through honesty, loyalty, generosity, laughter, magic and most importantly... Kindness. Fright has exposed a weakness of mine and that weakness is my greatest fear, capturing him will do nothing as he will find a way to escape from any sort of prison. If I took him in, Fright told me once he escapes he will unleash pain and terror upon you all and he said he would make... He said he would make Fluttershy suffer the most, going into every little detail on what he would do to her. I couldn't allow it, he offered me a deal, if I didn't interfere with his plans he would bring no harm to her. Although I am putting the whole of Equestria in danger by not stopping him, I can't bear the thought of all of you getting hurt. I don't know if what I'm doing is kind or selfish, but if you know the answer then I may never hear it. You will never see me again and it pains me because I see you more than my friends, I see you as my beacon of hope, a catalyst that allows me to regain my strength. I am sitting this one out and you should too. Friendship can't save this one.

Your sincerely, Discord.

P.S Thanks for putting your faith in me, although, I have failed you."

Stunned, stupefied and incoherent, Twilight was almost heartbroken to what she had just read, all of them were. They never thought that Discord would think so highly of them. Not only that, there one chance of finding Spike was gone, thrown out the window. Now Fright could move on with his plan and put Equestria in danger. Everypony felt numb, hollow and sad.

Most of their attention went towards Fluttershy who was crying, her eyes streaming tears live a river of depression. Discord had left them to hide, but through an act of kindness to keep Fluttershy safe. Although he has put Equestria in danger, he was thinking of his friends and it didn't seem right to be mad at him, but Twilight was feeling both sympathetic and enraged.

"Ah... Ah, don't believe what am hearing..." Applejack said.

"He did this for us," Pinkie Pie spoke.

Fluttershy continued to cry as she was comforted by Rarity.

"He-he did this for me, *hic* he did this for all of us, and now he's gone. All because he *hic* was frightened of what would hap-happen to me." She continued to cry.

With Discord gone, Fright was advancing further to breaking out every demon in Tartarus and Twilight couldn't stand here and just feel sorry for Discord any longer. She quickly turned to Celestia in a demanding manner.

"Princess, Fright is heading towards Tartarus, any moment he could be breaking out the whole prisoners, he still has Spike with him. Every time we waste he's getting stronger. Who knows what he could be-"

From out of the blue, that same harrowing and ear melting noise played, destroying the ears of the mane six and Celestia along with CMC. The stained windows of glee and delight had once again turned into nothing but blackness. Fright's face appeared, however, half of his face was concealed by darkness as he took refuge under his hood. His jaw showed nothing but disgust as the stitched and bandages showed horror. Fright announced his presence rudely. He spoke in his cold and disturbing voice. The announcement had begun.

"Luna, get the fillies out of here," Celestia ordered.

Luna turned her attention towards the three fillies and quickly took them out of the throne room.

This little announcement of Fright's seemed to be happening only in Canterlot's throne room.

"Are you afraid, Twilight? You should be. I saw your face when I mentioned your assistant, your dragon friend when we were in Manehatten. He has become your weakness, an anchor that's sinking you deeper into the ocean. Can you see him? Can you see the fear that I see within him? You have exposed your own weakness; it's your friends, you may seem them as your strength but we all know if something was to happen to one of them you'd be left weakened, Discord has already fled in terror as I uncovered his worst fear, and now your punishment begins. I present to you, 'Your Greatest Failure!'"

Author's Note

Fifteen chapters are done now! The next chapters I have batched up may be a little late than usual, there might be a two-three month delay and I apologise for that. Thanks for reading!

Chapter 16 - Your Greatest Failure

Author's Note

A new year, a new beginning. Before you start reading this chapter, I must warn you it will contain dark themes of psychological and emotional pain.

Special thanks to CrimsonReaper!
Thanks for the support on this chapter!

Chapter 16 - Your Greatest Failure

"Your greatest failure..." He whispered.

Those final words of his pierced Twilight to the bone as she would witness a failure she would never forget. She became lifeless like a solid statue, almost acting like Discord when he was defeated and imprisoned. Slowly she felt herself numbing away, she could feel the pain coming to her once she would see the cruelty of his game. The air felt contaminated with worriment and fear to what would await them. The others felt paranoid sinking into them like a boat failing to float.

All stained windows of Canterlot's throne room were now corrupted, overrun by that unsavoury, stitched up rag of a face. His eyes felt like they were mocking the whole of them, despite them being empty of any sort of emotion.

All their eyes targeted the horrific face and then black. Fright's face disappeared, suddenly, words emerged from the black screen windows and said the following: Tape one.

This appeared to be a recording of the past. After nearly five months, Twilight Sparkle heard his voice...

These tapes all took place before Fright attacked Manehatten.

Tape One.

"H-hello!" A familiar voice called from the darkness.

Within seconds of hearing his own voice, Spike stepped into the spotlight. A worried expression grew on his face as he looked at the dark void around him. Uncertain and confused, he called out to the darkness, hoping that his new "friend" would respond.

"Fright?" He called out. "Are you there?"

Spike continued to look around him and took notice to the chair in the centre of the spotlight.

"No need to fret, my friend." A cold voice told him.

Spike felt his scales jump as Fright emerged from the dark, walking with ease as he rested his lifeless hand on the wooden chair.

"Come, sit," Fright told.

Spike produced a rather frail laugh. "Heh... Sorry, Fright." He apologised. "You gave me a scare."

Spike carefully walked over to the chair and rested his back, his feet hovering just above the ground and staring directly into the camera, however, that was unknown to him. The camera before him was also faded into the darkness which left the dragon oblivious to the fact that every breath, every word and movement of his was being recorded.

Fright forced himself into the darkness, away from the camera's perspective but still in Spike's sight.

"Uh, Fright. Is there any reason to why it's so dark?" Spike questioned, still analysing his surroundings which were just forever black. "I mean, there's only one light in here." He pointed upwards.

"Are you afraid of the dark, Spike?" He questioned.

"What?" Spike scoffed. "The dark doesn't bother me... All that much..." He whispered the last part to himself.

"To answer your question," Fright revealed. "This room was once my lab, so many wondrous experiments and discoveries happened here... that was until someone put a stop to my research. Now, only mistaken horrors die here, in the darkness around us, failures of my past I'd prefer you wouldn't witness."

Spike once again felt his scales crawling with an eerie feeling, almost looking white like a ghost. His mind pondered to what secrets would lie within the darkness around him.

"I know this place isn't like your home, and you're probably feeling sick, but sadly, this is all I could do in the meantime."

"Oh..." Spike felt a little guilt travel through him. "Sorry, I didn't mean to be rude."

"Rude? You're far from it." He enlightened. "You're Spike the Dragon: Saviour of the Crystal Empire, assistant to the Princess of Friendship and the first dragon to actually live among ponies. To me, that sounds... remarkable."

Spike's face lifted to a smile and he began to feel a little cocky as his ego was stroked. "Yeah, that does sound pretty remarkable, doesn't it?"

"I am intrigued," Fright spoke.

"Intrigued?"

"You may know a bit about me, Spike, but I want to know everything about you. The main question on my mind is how did you become an assistant to Princess Twilight?"

"Heh," Spike chuckled. "That's a rather long story, Fright, and besides there's not really much to know about me."

"You're being modest. Spike, we're friends and as your friend, I would like to know how it all began."

"Well, alright," Spike answered happily, and rather enthusiastically, too.

"It all started when I was a purple egg, I was used as an entrance exam for unicorns in Celestia's School for Gifted Unicorns. The test was to hatch the egg with magic and Twilight was the one who succeeded. At first, Twilight struggled to use her magic due to stress and pressure to the point where she was about to give up, but thanks to Rainbow Dash's sonic rainboom which must have triggered a reaction, Twilight went out of control! Not only did she manage to hatch me, but she also turned her own parents into potted plants!" He laughed. "She also turned me into a fully grown dragon, I was the same size as the Canterlot's castle! Luckily, Princess Celestia managed to calm her down and she withdrew her magic, returning me, her parents and everything else back to normal. Never before had the princess witnessed such a raw ability, she then offered Twilight to be her personal protégé. In the end, Twilight got her cutie mark by realising her special talent was magic and I was raised and trained by Celestia to become Twilight's assistant. So that's the story about how I was born and how I was assigned to be Twilight's assistant."

"And that's how you were born?" Came the cold and dark voice. "Already, the start of your life sounds harsh."

Spike only blinked in response, giving a poor laugh that lacked joy and humour. "Heh, I'm sorry, what?" He asked.

"You are a dragon, you were taken away from your biological mother and father, snatched while you were an egg. You were used as an exam entrance for unicorns to become something great. We all know births are wonderful things and they're celebrated because it's a beautiful thing in life, but you were a mere test. Was your birth celebrated like any other ponies?"

Spike couldn't really argue, his birth wasn't celebrated. He was born and that was it. Sure it was the moment he and Twilight first met, but even she didn't stick around. Spike held his head down as he began to think deep about his existence.

Fright continued. "Instead, the celebration went towards Twilight because she passed the exam, and you? I guess you were either thrown into a crib or a cage waiting for Celestia to realise that she could make use of you."

"Are you calling me useless?" Spike snapped.

"I'm not calling you useless, I'm the one that's telling you that the way you were born and raised was unfair. Rather than having fun like any other youngling would, you were raised to become an assistant to Celestia's star pupil and then she was granted to be a princess. That technically makes you a servant."

"Servant..." Again, Spike held down his head as he let Fright's words bury deep into his skull. He began to speak as a spark ignited inside his heart as he spoke cheerfully. "Raised differently compared to others or not, I'm still happy because I was assigned to be Twilight's assistant and friend."

"Spike, you're a dragon and you should be living like one. Let's keep in mind that you are still young as well. Are you having fun like a youngling? No. Instead, you're slaving yourself away because you're known as Twilight's assistant, and I don't think you were assigned to be her friend."

"What do you mean?"

"What type of friend would have you cleaning up messes? What type of friend would have you left in the dark? What type of friend would forget you?"

Spike held down his head in sadness, realising what he said was true. A true friend wouldn't forget him. But Twilight didn't completely forget about his existence, right?

"That's enough for today," Fright said, turning off the camera.

Tape Two.

Again, the perspective was from a camera, focusing on Spike with Fright nowhere to be seen, but his voice was present.

"Tell me, Spike. You said that you lived your life in Canterlot, but how did you end up in a small town like Ponyville?"

Spike perked upwards and presented a smile. "Ponyville? Well, Twilight and I were ordered by Celestia to visit Ponyville to check on the preparations for the Summer Sun Celebration, also, she was instructed to make some friends. There we met Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie. Once Twilight's duty with the Summer Sun Celebration was over, she felt sad because she had to leave her friends and go back to Canterlot. However, Princess Celestia gave her a new assignment, to stay in Ponyville and study the magic of friendship!"

"And what about you?"

A bit baffled, Spike spoke. "What about me?"

"Why didn't Celestia instruct you to make friends as well?"

Spike scratched his head and let out a chuckle. "I'm pretty sure that I was instructed to make friends as well, but the whole point of Twilight and I coming to Ponyville was to represent friendship and harmony. We demonstrated that after beating Nightmare Moon."

"Are you talking about the friendship you're not a part of?"

"The friendship I'm not a part of? I'm friends with Twilight, Rarity, Pinkie Pie, Fluttershy, Applejack and Rainbow Dash. I also have a lot of friends in Ponyville like Big Mac, the Cutie Mark Crusaders, Discord, a changeling named Thorax and Starlight Glimmer who is now, in fact, Twilight's personal protégé. So when you say the friendship I'm not a part of, I have no idea what you mean." He said while giving a shrug.

"You have Twilight Sparkle, the Element of Magic and now the Princess of Friendship. Rarity represents generosity and Pinkie Pie represents laughter. Fluttershy is that of kindness and Applejack symbolises honesty and Rainbow Dash shows loyalty. They all represent harmony, but what about you?"

Spike didn't know how to answer. Compared to his friends he did not represent harmony. He just sat there as he forced himself to think of an answer he could use to prove Fright wrong that he was a part of Twilight's friendship.

"And now there's this Starlight Glimmer that has a bigger role than you. She is being taught by Twilight the meaning of friendship. Did Twilight ever teach you how to make friends?"

"Okay, I've heard enough!" Spike shouted.

"So have I." Again, the camera switched off resulting in black.

Tape Three.

Again, it was the same thing. Spike was sitting in the centre of the bright grey room but this time, the light appeared to be getting dimmer.

"Tell me, my young friend. To you, what is a friend?" Fright asked.

"A friend?" Spike pondered. "Well, by definition; a friend is someone who has a bond of mutual affection. But to me, a friend is someone I can trust, I can love. Someone I need when I'm... alone..."

"And as a dragon, you don't get along with your own species, do you?"

"No." He simply confirmed. This wasn't all true due to the fact that he had become friends with Princess Ember, however, he had failed to mention her at this time.

"Are you ashamed by that?"

"What?" He hesitated to speak at first. "Of course not. Just because I'm a dragon and I can't get along with my own kind because I was raised by ponies doesn't mean I need to hate myself. In fact, I'm kinda proud of who I am. Dragons are greedy, intimidating and vicious, but, me? I am a dragon, but...

"But you're different." Fright interrupted. "You're not like most dragons. You're not greedy, intimidating or vicious. You're a dragon that pleases others, cares for those who are in need. Your so called 'friends' may see you as an assistant or a baby, but I see you as something more than all of that. I see you as something that allows hope and light to reach the end of the darkened tunnel. You're a good friend Spike, probably better than Twilight."

Spike didn't know whether to take that as a compliment or an insult towards Twilight.

"Furthermore, you may not get along with dragons, however, you get along with ponies just fine. What do you think of your friends?"

"My friends? You mean Twilight and the others?" Spike questioned.

"Yes." Fright's voice harshened a little. "Them..."

"Wow, I've never had a question like that before." His thoughts ran through his entire head like a race track; many answers sprinting around like a marathon. "They aren't my friends." He stated. "They're my family. Sure it may sound stupid because they're ponies and I'm a dragon, but in the end, does it really matter when it comes to appearance? You can call me an assistant, servant, slave, but no matter what you say, Twilight is my family! My friends are my family, that's what I think of my friends."

This little speech of the baby dragon's had left his "new friend" quiet. He didn't know if he was disappointed, stunned or surprised. The silence between them had polluted the air and Spike began to feel disturbed. Finally, the silence broke and conversation between the two fixed with Fright responding to his speech.

"That's very... thoughtful. You truly are something extraordinary, you know that?"

All that was seen was Spike laugh. "Thanks. I don't often get many compliments. Especially ones that actually make me feel proud of who I am."

"So, you see your friends as your family? That is very uplifting to hear from you. However, have you ever wondered what your friends think of you?" Fright brought up.

Spike sighed. "I already know what they think of me. They see me as a friend, assistant and a baby dragon. Deep down inside I know they love me, but... I've always been pushed around, you know?"

Fright gestured his hand. "Please, do go on."

"Like I said before; My friends are my family, Twilight's my family, but even family can go too far when it comes to pain. It hurts."

"Would you like to give an example?"

Spike's face turned cold, his memories sinking back in, his heart dropping from his chest and into his stomach. "Yes. It was mine and Twilight's first Winter Wrap Up in Ponyville. She had difficulty in finding how she could help clean up winter, but she found out that she was good at organising and she was given the title 'All-Team Organizer.' Once Winter Wrap Up had officially been wrapped up, I was tired and I fell asleep, unknown to me I was sleeping on an ice block that was melting above freezing water. They were laughing at me... they... they didn't even bother to help me, I nearly froze to death and they just stood back and laughed at me!" He choked, tears slightly forming. "The whole town was laughing at me, and I was humiliated. I nearly froze to death and they didn't even care!" His words forced, accompanied with sobbing.

"With friends like that, would you even consider them a family? Because I'm pretty sure they don't with you."

The hooded, disorienting monster approached the crying dragon, kneeling down and placing his index finger under the dragon's chin, causing him to look directly into his eyes. Spike sniffled.

"Anything else?" Fright continued. "Because I'm pretty sure it doesn't end there, does it?"

Before the answer was revealed, the camera cut to black.

Tape Four.

Instantly, Spike spoke the moment he heard steps being taken in the dark. A part of him felt joy and hope but he knew this feeling would die.

"Tw-Twilight?" He spoke. "Is that you?"

Silence remained until...

"What's wrong, Spike?" Fright revealed. "Feeling homesick?"

He recognised the voice resulting in sadness. Like Spike expected, the joy and hope he felt died within in him.

"Oh, hey..."

The steps taken by the hooded, slender figure stopped, staring directly down at Spike who was trying to avoid eye contact with him. At this point, he was beginning to feel crept out. His eyes slowly advanced upwards like an escalator. He was looking at Fright.

"I know what you're thinking." Fright sensed. "So say it."

This harsh tone of his pushed Spike to an edge where he felt a little intimidated than before.

He sighed. "I... I miss my friends." The dragon confessed. "I miss Ponyville, I miss Twilight. I feel more than homesick. I feel destroyed that I've been gone for this long and she's probably sick." Spike held his head into his claws. "I'm such a fool, she's probably destroyed half the land trying to find me."

"I don't think so." Fright answered back.

"What do you mean 'you don't think so?' I'm Twilight's number one assistant, her best friend, her family!"

Behind his back, Fright handed the dragon a rolled up newspaper.

Confused, he gently took the newspaper into his claws. He then analysed the paper, his eyes telling him that the paper was in fact from Ponyville as the company was Ponyville News. He turned the next page to the title saying "Say hello to the Princess of Friendship's new assistant!"

"Whatever you were to them. An assistant, friend, family. It doesn't matter... because what you truly are... is replaceable!"

Immediately, Spike's heart stopped pumping, a shiver vibrating through his whole body, sending signals of distress, fear and sorrow to the point where he could feel actual pain hit him hard deep inside his heart. Three pictures on a single page were displayed on the paper. He had been replaced by a filly; a young unicorn named Dinky.

The first photograph showed Dinky stacking books while Twilight was reading a book at her desk. The second photograph showed them both eating at a restaurant. The third photo was the most heartbreaking. It showed Twilight, Pinkie Pie, Applejack, Rainbow Dash, Rarity and Fluttershy all in the castle and in the middle was Dinky. Around them was confetti and above them was a banner in colourful writing saying 'Welcome New Assistant!' The text written were saying how great she was with stepping up to help the Princess and how she was capable of doing so many things to help with her magic.

Spike stared endlessly at three photographs, not blinking, not showing any sign life. He was stunned, horrified, dazed by the sudden realisation that he was replaced. His eyes teared up, showing emotional pain and devastation.

"No..." Spike's claws loosened the grip he had on the newspaper causing it to fall to the ground. His face was showing the very definition of sadness.

"No. I don't believe..." What he was about to say was moronic. That he didn't believe it. What was there not to believe? The evidence was right in front of him, however, he was forcing himself not to believe it, this was all very hard for him. "I...I..." He continued to stutter.

"She... replaced me..." Spike choked on his tears. "I was her friend, her family... and she *hic* she replaced me."

His head hung downwards like a construction crane with his tears dripping. Finally, he sunk his head deep into his claws, painfully crying. "No! No! No! NO!" Spike screamed, sobbing like mad into his claws.

Fright emerged from the shadows, stationing himself behind the chair Spike was sitting on.

"We have a lot in common you and me." He comforted. "My friends left me to suffer, and your friends left you to die. We are so similar when it comes to the betrayal of the ones we trust the most."

Promptly, Spike lashed out. "SHUT UP! THIS IS ALL YOUR FAULT!" He cried. "IF I NEVER FOUND YOU IN THAT STUPID FOREST I WOULD HAVE-"

"Been eaten by Timberwolves."

Spike quickly silenced himself, still enraged at Fright.

The steps taken by our bringer of fear ended beside Spike, kneeling down on one knee and looking him in the dragon's destroyed, teary eyes.

"Now, you know the truth," Fright told. "You were never a friend to them, you were never family to them. You were just an object; an object that was meant to be used, broken, replaced and forgotten."

That final word hit him, he just broke down again, his head hung with his tears streaming down his cheeks like a waterfall. "Why?" Spike asked. "Why *hic* did... they do this?"

Fright ignored his question. "You are the perfect example of how broken friendship and harmony really is."

"NO! NO!" Twilight screamed, her eyes devastated with tears. "I didn't replace you! I never forgot you! Everyday I missed you." She screamed, her voice filling the throne room.

It was no use, this was only a recording, the pain had long been inflicted upon him.

Tape Five.

Everything had changed.

Seeing Spike learn about his replacement had just changed him. He was hurt. The dragon was no longer surrounded by darkness, the room had brightened revealing broken glass, eight nooses hanging from the ceiling and bits of spiders crawling through the cracks of the tiled flooring. On the wall was a company of syringes used for Fright's wicked experiments.

The same Spike Twilight had once known had changed. He was no longer the happy, cheerful and devoted assistant shown in this tape. He was depressed; miserable, lost. He was just lifeless to the world around him.

Walking into view, Fright progressed his way besides Spike who continued to remain lifeless.

"The Princess of Friendship has herself a new assistant which means you have been abandoned by her."

Expecting a reaction, Spike remained miserable.

Fright continued. "You're mine now. My assistant, my friend, my pet." His words harshened, almost spitting venom. Through the decaying stitches that kept his mouth together, a weak, but dreadful grin could be seen.

Fright stood back up, his eyes still fixated on the dragon. Slowly, his mind tracked back onto the subject. "What lessons shall we learn about friendship and harmony today, my assistant?" He asked.

Spike remained lifeless, not taking any notice to the world around him.

"Forget friendship and harmony for now," Fright instructed. "Let's talk about something more interesting. Let's talk about fears." He suggested.

"In case you didn't know, I am infatuated by it. It's a powerful thing that runs through every being in the universe. Twilight has fears, Celestia has fears, Luna has fears and so does Discord. Everything has a fear. But what about you? What do you fear?"

Spike didn't answer, he kept his mouth sealed, shut like a front door locking.

As if he actually needed the answer, Fright knew his fear from a mile away. Although hearing him state his fear and knowing it had come true would give him the satisfaction.

Spike's eyes darted upwards, looking at Fright with no emotion displayed.

"Do you really think you can hide your fears from me, Spike?" He questioned. "I already know that fear you keep sealed in the back of your mind. Thanks to the demonstration your so-called friends have given, it's become obvious. However, it's not the typical fears that get you. Spiders, heights or the darkness, no. You fear of being forgotten."

Spike whispered. "Shut up..."

"When I found you in the Everfree Forest, you told me how it all happened, how Twilight mistreated you, how she saw you differently compared to her friends. When you informed me on how she forgot you, your life became meaningless. You were raised to serve her, to obey her, to do her bidding like a little pet! But now, you are nothing. You weren't her friend or family. You have no identity, no future, no life."

Spike curled himself up. "Stop..."

"Why? Because you know it's true. You can't rely on Twilight anymore."

"Leave me alone."

"But you already are alone."

"Stop..." Spike begged, continuing to sob.

"You've suffered to the point where you'll keep lying to yourself. You'll keep telling the same lies over and over, that you were friends with them, with her. But you were nothing but an object. A forgotten object that's broken, humiliated and abused."

"Please..." He choked.

Fright began to circulate around the crying dragon.

"Celestia's band of misfit representations of harmony have tortured you, haven't they? Your fears have peeled back the layers of your mind, you now see the monsters that they truly are, don't you?"

He continued.

"They abandoned you at the Gand Galloping Gala when all you wanted to do was spend time with them as friends. They've held many engaging parties and activities and they never invited you, they even forgot your birthday."

Spike dug his claws into his gills, preventing him from hearing the truth.

"Applejack and Rainbow Dash used you as a test dummy, a guinea pig in the Iron Hooves competition and for what? Just to prove who was the toughest. They abuse you."

"Fluttershy thinks of you as a pet. Pinkie Pie and Rainbow Dash have repeatedly bullied you due to your appearance and size. You saved the Crystal Empie and prevented a war between ponies and dragons and they neglect that fact, they only want to see you as a mewling assistant."

"Rarity has continually used your feeling just so she could get free labour out of you and despite the fact that she doesn't share the same feelings as you do, she refuses to tell so you'll keep obediently working for her, she's been playing you as a fool, she manipulated you into giving her your precious gem that was going to be your birthday snack."

"And Twilight. She's the one that replaced you. She's the one that looked you in the eyes and confessed that she forgot you all this time. You are nothing."

As Spike allowed his tears to spill uncontrollably, Fright stood in front of the dragon. He took it all in, he believed every word Fright said... and he was right.

"It hurts, doesn't it? The feeling that your loved ones are gone, and you're alone... The feeling that you have lost your rightful place in the crowd, and you're now lost in a void, a void which sucks the joy out of you and leaves you with nothing but anger and tears. That is depression." He said while Spike was in pain emotionally, quietly sobbing.

As his hood hid the remains of his face, he leant in closer to the dragon.

"You told me they were your family. What are they now?"

Nothing came out of the dragon's mouth. Just silence.

Tape Six.

Static and white noise interrupted the scene, sending more chills to the atmosphere around.

Spike had curled himself up into the deepest part of the wooden, broken chair. His small arms managed to secure his legs as he remained curled in a ball, his head pointing down, not showing his face. No attention was paid to his "friend" creeping around, his steps echoing through the room.

"Spike the Dragon: Assistant to the Princess of Friendship, saviour of the Crystal Empire, the first dragon to live among ponies. Those titles do not suit you. You are Spike the Dragon: victim of false hope; a target for humiliation and torment; a forgotten fragment," Fright spoke.

He continued, "You've known how long Twilight has used you, you know how her friends abused you. But never did you want to see it. All this time, you were blinded by harmony, but I have returned your sight, I have delivered you the gift of vision; the vision of truth. You see the truth and now you know the truth. You believe the truth."

"Believe... the truth..." Spike mumbled.

Fright rested his hands on the broken chair and leant towards the side of Spike's head, his stitched mouth breathing into his gills.

"What is that truth?" Fright asked.

"I... am nothing but an object... An object that was meant to be used, broken, replaced and forgotten."

Fright leant back, elevating himself back up from the dragon's side.

"The truth may sound harsh, Spike... But remember when I told you I could offer you respect and happiness. I can still do that. I can make all of this sadness you're feeling vanish, I can replace it with the feeling you truly deserve."

Still curled up from his outside world, he heard his words.

"R-Really?" Spike asked.

"Of course," Fright once again levelled himself with Spike, resting his right hand behind the dragon. "All you need to do is show a little..."

"Eh..." Spike flinched.

Fright removed the syringe that was pierced in Spike's back, his right hand retreating back to his side as Spike's body winced.

"Fear," Fright finished.

About a second after Fright returned to his normal level, Spike's eyes were consumed in red.

"Wh-What have you do-done to me?" Spike coughed, growling in pain.

Losing focus and balance, he felt himself being pushed by an unknown force. The dragon fell from the chair and hit the ground as his head frantically turned, looking left to right. From Spike's perspective, the floor crumbled away and red mist surrounded him.

Coughing took over his words as spit was produced. What he was seeing made him sick to the core of his stomach.

"N-No! No, make it stop! Please! Make it stop!" Spike begged.

On his knees, his head turned to all angles, witnessing his horrors.

The pain turned to sobbing, he was just yelling as his tears bled down his cheeks.

"Pl-please!" His voice weakened.

In response, Fright knelt down beside him and slapped the dragon. Of course, he did feel the pain but he just wanted the demons of his subconscious to stop terrorising his mind.

The crooked fingers grabbed Spike's cheeks as Fright's eyes ensnared him. "What do you see, little dragon? Are your friends betraying you? Being sent away? Becoming nothing, ceasing to exist? This is what life is now, Spike. Harmony is nothing."

Again, Fright's injected another dose into the dragon. Spike's eyes blackened, immediately collapsing onto the ground. He appeared to have passed out, entering his own domain to face his fears.

The ordeal was over. Twilight's punishment was over. Spike's torment was over. The horrific, hidden face of Fright was shown yet again on the stained windows of Canterlot castle.

He spoke...

"He's not dead, Twilight. Just broken. After experiencing the lessons of friendship and harmony, who would have thought you'd cause this much pain, torment and suffering towards one of the friends who loved you as a family. I wanted more than all of this, but this is what happens when you think friendship can solve everything. This is what happens when you force my hand, Celestia."

As the stained windows faded to darkened black with Fright fading away. Three words appeared.

HARMONY IS NOTHING.

The blackened, stained windows turned back to their original forms. No longer was it dark in the throne room, no. It shone brightly in this time of grief, misery and depression. In fact, the lighting in the room was offensively bright when everything should have remained dark, grey, miserable and damp. In the throne room, the sound of sobbing was heard, quiet and loud. The six Elements of Harmony remained weakened, powerless to do anything.

Nothing...

Not a single word was spoken in that room.

Already, Fluttershy had lost Discord and now, seeing Spike broken from reality, being turned into a victim of Fright's fear spell made it all worse. The poor pegasus broke down into tears, sobbing and shrieking, falling to the ground with her wings hiding her face.

Pinkie Pie never felt so much guilt before, all the happiness and joy that was consumed in her body was now plagued with wrong. Of course, her mane deflated as tears continued to stream endlessly. Her eyes pointing to the ground, she could not bare to look up again, her bottom lip was pushed out, quivering. None of this would have happened if Pinkie treated him like a friend.

Rainbow Dash struggled to see due to the constant tears in her eyes. Everything she had witnessed was the breaking of the dragon she cared for. For years she bullied, tormented and abused him with her stupid pranks and now this! She sobbed the loudest, feeling nothing but empathy for the dragon. All the abuse should have gone towards her, not him, she thought.

Applejack broke down like never before. It was very rare to see her cry, but this... She remained still, every tear dropped was filled with an abyss of anger and heartache. Did she really think about using a baby dragon as a test dummy just for her and Rainbow Dash's amusement? All she could think about was how stupid she must have been and how Spike managed to put up with the constant abuse.

Rarity... The poor unicorn was stunned, on the edge of collapsing into an endless void filled with grief. After many years of toying with his heart, playing with his emotions and pulling his string like a puppet, all of this made her feel dread. Fright was right about her, she was manipulative. She would only be there for Spike if it meant taking away something of his or charming him into doing her bidding.

The Princess of Friendship let this happen... Where did it all go so wrong? For many years, she and Spike had been so close, well, in Canterlot at least. What kind of friend was she? She's the Princess of Friendship for crying out loud and now, she just witnessed her first and very best friend suffer all because she foolishly forgot about his existence. The thoughts going through her mind forced her to come across every little thing she had done to Spike to hurt him. She's ignored, abused, humiliated, replaced and forgotten him. He was right, Fright was right. Harmony and friendship are broken if it's come to this. Watching him being destroyed mentally with fears was devastating.

This is what Twilight had been reduced to.

"Sp... Spi-ke..." She cried his name, too overcome with emotion to do anything. She was powerless. Afraid.

Chapter 17 - Recovery

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Chapter 19 - Arrival

One hour after Shining Armour's defeat...

At a fast pace, the airship belonging to Canterlot's military swiftly hovered through the clouds. Despite their travel only being an hour, it felt like an eternity to Twilight. The constant panicking was beginning to infect her with paranoia and anxiety. As Celestia instructed, the Princess of Friendship along with her friends and ten soldiers travelled to Tartarus where Shining Armour sent a message of distress; calling for help.

Alone on the deck of the airship, Twilight could only think of her brother who was in need of help. That and the remnants of the past; witnessing the mental torture of Spike. She couldn't afford to let anypony else suffer, not her friends or family. She was still horrified by the way he broke down, the way he was suffering in that dark room, she couldn't believe he was there for months.

His weakened, fragile voice was running deep into her brain, only making her feel worse and guilty of the damage she had caused him. The poor alicorn began to feel sick, never before had she felt so worried.

"Twilight?"

Startled, Twilight turned her head to see Rarity approaching her.

"Oh, hey Rarity." She greeted, the tone of voice sounding gloomy. "How are you and the rest doing?"

Rarity sighed, taking her stand next to Twilight, "I'm not going to lie Twilight, but I'm frightened. We all are. I don't care if Rainbow Dash denies it, she's afraid like the rest of us. We're more than willing to help you save your brother and stopping Tartarus' breakout, but what are we going to do against Fright's power of fear, Chrysalis' army of changelings and the diamond dogs?"

"Celestia has already informed me on how we're going to stop them," Twilight told.

"She has?"

"Once this creature's been taken care of and we recover the wounded, I plan to substitute my brother's place by raising the barrier and enchanting Tartarus' doors. There, reinforcements from Baltimare shall rendezvous with us."

"I hate to be negative, Twilight, but what if they're already there?" Rarity queried.

"I... I don't know, Rarity. If they're there, then they'll have to deal with Cerberus, but I know that guard dog won't last long against Fright's fear spell and Chrysalis' changelings. It's crucial we get there as fast as we can."

For a moment, Rarity grew hesitant to speak, it felt like the whole of her mouth went numb, her tongue becoming tangled which prevented her from speaking. Finally, she forced her words out.

"Twilight, I need a word."

Her friend responded with an expressionless look. No emotion was displayed on her face, it was just blank like a canvas.

"I... I want to apologise for what I did to Spike... The neglect, torment and mistreatment I gave him was..." A sniffle interrupted her sentence. "It was unacceptable. It was never truly my intentions to hurt him. He was kind, brave, smart and devoted towards us. And now..." Her voice slowly decayed into a weak cry. "I just watched him suffer; absorbing the pain he should never have earned. How are we going to set things right?" She asked, her tears streaming down.

Twilight gently extended her wing around Rarity, pulling her into a hug. "We all took a part in hurting Spike, Rarity, it wasn't just you. We can't deny the fact that we treated him wrong, but we can continue to help him. Leaving him with Fright to taste nothing but fears is not an option. We'll find a way to set things right with him, to fix him... The way we treated Spike was wrong, we know that and if I could trade places with him I would, but right now, we need to stop this breakout plan of theirs."

Rarity simply dried her tears away, replying with a nod and weak exhale.

After comforting her friend, Twilight knew that she couldn't just give up on him. Right now, her brother needed help. Both of them pulled from their embrace and noticed Princess Celestia departing from the Captain's quarters.

"Princess," Twilight said, addressing her.

"We will be arriving at Tartarus soon." She informed. "I trust you are ready to encounter whatever stands in our way?"

"I am, Princess. We can't allow this breakout to happen, but what if we fail?"

Celestia rested her hoof under Twilight's chin. "We won't. I won't allow Chrysalis and Fright to win." She assured her.

"Princess?" Rarity intruded on her conversation with Twilight. "May I ask what you plan to do with Chrysalis and Fright once this is over?"

"I have yet to decide, they're both dangerous. However, I will assure you that their punishment is severe."

Steadily, the airship endured deeper into the dark, foggy night. Soon, they would be ready to re-fortify Tartarus' defences and recover the wounded... Or so they thought...

Tartarus

Eerie whispers, vague screams and crazed laughter managed to escape through the closed doors of Tartarus. The grounds of the entrance towards the prison was littered with ponies... Unconcious, beaten, impaired... Defeated.

Black smoke slithered from the cracks of the surface, taking the form of the menacing nightmare that was known as The Hunter. His alteration was complete. He stood tall, his head sedately lifted to witness an incoming object. A vessel to be exact, one that belonged to the changelings.

The craft floating above him could be described as a flying temple; a hovering hive. The ship descended onto the craggy landscape, arriving at Tartarus.

From the deck, a few changelings departed, flying outwards onto the ground. Below the changelings' flying temple, a door opened with a stairway being constructed by Chrysalis' magic. Exiting from within, Queen Chrysalis along with Fright made their way to The Hunter.

At most, there appeared to be thirty changelings accompanying the queen. They scattered across Tartarus' entrance to observe the fallen ponies.

Chrysalis glanced at the fallen ponies, giving off a sadistic cackle. "This is all that stood in our way? Pathetic! I thought Celestia would have sent more of her little soldiers to guard such a spawn of hell."

"We have such little time, Chrysalis" Fright added, turning to The Hunter. "You mentioned that the captain fled, no doubt about it, he has called for reinforcements."

"Allow them to witness their failure," The Hunter spoke, his empty eyes somehow staring back at Fright.

"They shall, but we must keep them occupied. The breakout must not come to a halt any longer."

Fright pulled out a canister from his tattered coat, his crooked fingers tightening around the cylinder item.

"Another one of your voodoo tricks?" Chrysalis asked, unamused.

Fright merely acknowledged the queen, failing to applaud her comment.

"If they wish to stop us, then they must overcome their fears first. My latest spell of terror does need testing after all, why not let them trial the nightmares that await..."

The Hunter advanced, walking over the bodies he had beaten. He approached the doors, elevating his hands and pushing them against the metal exterior. Smoke began to emit from his claws, consuming the doors and pushing them open all the way.

The doors of Tartarus where open. The entrance was a dark tunnel that leads deeper into the heart of the prison.

"I must say, Fright," Chrysalis spoke. "I am rather impressed by your new pet."

"The Hunter is not a pet, Chrysalis. He is our key to vengeance, our instrument of darkness." He said, his bony hands connecting behind his back as he approached The Hunter.

"Hmph, whatever..." Chrysalis spoke apathetically.

With the doors open, Chrysalis' insect-like wings took flight. She hovered from the ground with her changelings following her movement.

"Hear me, my devoted servants!" Chrysalis ordered. Her voice echoed through her changelings. "Enter!"

The queen and her changelings all zoomed into the prison's entrance like a swarm of wasps, leaving Fright and The Hunter to follow. As Fright moved his way towards the entrance, The Hunter waited for him.

He glared at the mad scientist then looking back at the chaos he had caused.

"You seem troubled, Hunter."

The Hunter spoke, "You said you had them broken... Celestia has proven to become desperate, she will send them here."

"Then she is a fool to send them scared," Fright replied. "We are at an advantage, they are fighting a losing battle." He continued his path through the prison doors. "Come, there is much to do in such little time."

The Hunter remained silent, any sort of facial expression was hidden behind that mask of his. He took one step into Tartarus then turning into a trail of smoke as he advanced forward. Through the darkness before him, Fright followed The Hunter into the prison, leaving the canister filled with his latest fear spell behind. Slowly, the canister opening, producing the new gate of nightmares.

Ten minutes later...

Finally, the airship Twilight and Celestia along with the others were travelling on had reached its destination. The landing was a little rough, the landing gear making contact with the rugged terrain. They were on the grounds of Tartarus.

On the deck, Twilight and her friends took in their surroundings and already they felt sick to their stomachs. They looked around to see the broken, lifeless and dreaded, haunting land they were about to set hoof on. Their stomachs felt weak knowing that this was a land connected to Equestria, a place of wonders and beauty. The landscape was rough and wild; disobeying the beauty of Equestria's form such as Canterlot and Ponyville.

However, the landscape of Tartarus could easily be dismissed. What triggered their fears to run wild was a number of bodies scattered along the opening of the prison.

Anxiety and terror had infiltrated their emotions, their eyes becoming infected with worriment.

"N-No..." Celestia spoke weakly, her heart feeling struck with grief.

"Oh... Oh my," Fluttershy trembled. She was shaking in such a worried state.

Applejack and Pinkie Pie could only stare in horror as to what sort of monster could have done this.

Rainbow Dash felt enraged, her teeth gritting together. This only fueled her anger more.

Rarity was feeling sick, her stomach felt like it was going to explode from nauseous.

Twilight had once again frozen. Her eyes quickly examined the bodies, she was in full shock, but couldn't see Shining Armour anywhere. She didn't know whether to feel scared or relieved that her brother wasn't there among the bodies. Something far worse could have happened to him.

"Shining..." Twilight said, unsure of his location.

By now, Celestia along with everypony else took notice to the airship belonging to the changelings. They were aware of the fact that they were in Tartarus, but Celestia also noticed prison's doors opened, but grey fog consumed the entrance.

"The changelings got here before us..." Rainbow Dash spoke with a tone of defeat.

The ten soldiers on deck were just as frightened, but one had enough courage to ask.

"What are your orders, Princess?"

Celestia remained silent, she didn't know how to start her sentence. She was overcome with devastation knowing that the enemy was a step ahead of them, that and the many hurt ponies before her just weakened her heart.

"Princess?"

"T-Tend to the wounded." She ordered. "We must get them on the airship and recover their injuries."

That said, the ten soldiers all made their way off the airship and began recovering the wounded.

One by one, Twilight and her friends made it off the airship.

A few regained conscious, feeling too weak to even speak.

The lavender alicorn looked around frantically, seeing the soldiers recover the wounded. However, Shining Armour didn't appear anywhere in her sights which troubled her. She was beginning to feel fretful, her eyes throbbing to the sound of her heartbeat.

"Shining!" She called out, however, failing to get a response.

"We'll keep looking," Pinkie Pie said. "Shining Armour's gotta be around somewhere."

"You do realise while every second passes, Fright and Chrysalis are getting closer to breaking out Tartarus' prisoners, right?" Rainbow Dash asked.

"What do you propose then, Dash?" Twilight asked. "Leave my brother?"

"I wasn't suggesting that Twilight," Rainbow Dash said, her voice sounding a little aggressive.

"Urgh..."

"What was that?" Fluttershy alerted.

Twilight located the distressed groan coming from her left. She noticed a familiar pony limping his way towards her.

For a brief moment, her heart pumped with relief and satisfaction as she saw Shining Armour, trying to make a stand, however, he failed, collapsing onto the ground, tired and bruised. It was only then her sister took notice of his wounds.

"Shining!" Twilight exclaimed, approaching and readying herself by his side.

Twilight's friends all came to Shining Armour's aid, however, Celestia continued to inspect the fog blocking Tartarus' entrance.

Covered in cuts, bruises and dirt, Shining Armour managed to speak, "Tw- Twilight?"

"Yes, we're here, Shining." She cooed, feeling joy and tranquil pump back into her system.

"What are you-" A cough interrupted his words. "What are you all doing here?!"

"We got your message," Applejack said. "How are you feelin'?"

"Argh!" Shining Armour once again groaned in pain but resuming to get back onto his hooves. "I'm- I'm fine!"

"Darling, you look anything but fine," Rarity said. "You need to rest."

"No... Tartarus... The Hun-" Once again, he collapsed onto the ground with Twilight holding him steady.

"Stop struggling and let us help you!" Twilight told in a rather authoritative tone.

Fluttershy approached the wounded captain, emptying her saddle bag and wrapping a few bandages around him.

Twilight levitated him a glass bottle containing some sort of healing potion, however, it did not contain the same effects of one. Instead, it managed to ease the pain, but not erase it. Promptly, he drank it.

"It will take a while for the potion to kick in, however, the pain will only be soothed," Twilight added.

Carefully, Shining Armour rose from the ground with the help of his sister lifting him a little with her wing.

He began to take notice of the wounded soldiers being recovered, watching them being loaded into the airship with ease.

"I'm... So stupid!" Shining Armour growled. "All of those ponies, they sacrificed their lives for me while I tried to perform the enchantment spell and I still couldn't accomplish my mission. I'm a failure!"

"Don't be so hard on yourself," Twilight said. "I'm sure you did all you could."

"Shining Armour," Princess Celestia greeted as she approached the hurt captain.

"I... I failed, Princess... I failed you and... I failed Equestria..."

"Shining..." Twilight eased.

"You have failed no pony, Shining Armour. The gates of Tartarus may be open, but the breakout has not yet happened. I'm sure you did everything in your power to stop this madness." The Princess of the Sun reassured.

Rainbow Dash took notice of two soldiers carrying a beaten pony, Silver Strike.

"What sick tyrant did this?" Rainbow Dash asked.

"Rainbow Dash does raise a good question, what is it that attacked you?" Applejack asked.

Shining Armour released a sigh, every single memory of his attacker came back to him, the terror-bringing mask of the enemy who showed no mercy, no weakness, no emotion.

"He came from the shadows..." He told. "He called himself 'The Hunter'."

"The Hunter?" Rarity repeated.

"He ripped his way into the barrier using dark magic, he ruthlessly beat my team like a brute! Tartarus' doors were almost enchanted, almost secure from our enemies, but he shattered my connection, restarting my progress as if it was nothing!" He let out a growl of annoyance.

"You mean, The Hunter did all of this... Just him?" Fluttershy asked, feeling a little frightened.

Shining Armour nodded, feeling a little disgraced that he could not contain the situation.

"But... How?" Pinkie Pie asked with confusion poisoning her voice. "You outnumbered him thirty to one!"

"He has the ability to teleport and fade into the shadows, turning into smoke as well. In combat, he is cunning and merciless," Shining informed. "You cannot make contact with him! I couldn't take him on... I had to retreat! Retreat! I abandoned by post just to-"

"To get help," Celestia finished. "It was the smart thing to do, Shining. Beating yourself up about not beating the enemy is foolish."

"We can still fix this!" Twilight supported. "We need to get into Tartarus now."

"I'm afraid... That may not be an option for us, Twilight," Celestia informed with defeat rolling through her words.

"What?" Most of them said in unison, not wanting to believe what their princess was saying.

"Come, it is best you take a look." She advised, walking to Tartarus' entrance.

After reaching the open doors of Tartarus, they all took notice of the grey fog enthralling the entrance. Whispers of doubt escaped through the mist, faint screams and moans accompanied the fog as well.

The mane six along with Shining Armour studied the fog, unaware of what it actually was. The whispers and moans crept under their skin, they responded with a shiver of discomfort.

"Okay, I'll ask. What is it?" Rainbow Dash spoke, breaking the uncomfortable silence.

Celestia regret to educate them, "It's one of Fright's fear spells... It's known as a fear fog."

"A fear fog?" Pinkie Pie said.

"You mean, this is a different type of spell compared to the one he regularly uses?" Rarity questioned.

"Once we enter within the fog, we will journey into a world of fear. Who knows how deep this fog goes," Celestia said.

"Can't... Can't we you just teleport into the prison?" Fluttershy asked, hoping for a positive answer.

"I'm afraid not, Fluttershy," Celestia answered, disappointing herself as well. "Fright's fear spell disrupts our use of magic. Once we enter this fog, teleportation spells will be useless."

"So we have two options... Face our fears or let Fright and the rest of those who help him break out every prisoner in Tartarus," Pinkie Pie spoke, scaring herself a little from the options she presented.

"Sitting around and doing nothing isn't an option," Rainbow Dash barked.

"I'll go," Celestia announced. "Fright's sick, twisted spells of fear are something none of you can endure. We have all seen what it can do, but in order to save Equestria, I will do what is necessary."

"Princess Celestia, you going in alone is not acceptable. I'm coming with you," Twilight stated, standing her ground and not taking no for an answer.

"Twilight..."

"I am aware of what his sickening spells do, it may corrupt our minds and make us afraid of the real world itself, but what happens when you get past all that fog? Do you expect to take on Chrysalis and her changelings by yourself? You've seen the damage this Hunter can do. You will be outnumbered and Chrysalis has proven to be powerful when it comes to magic and Fright has plenty more of his fear-inducing tech. You may be an alicorn, but you can't do this alone."

Now grasping the reality of the situation, Celestia knew Twilight had a point, but seeing her under the effects of dark magic would only pain her.

The Princess of the Sun released a sigh, "Twilight... Your devotion and courage is something everypony should admire. But if you journey with me then you must face the fears that await. I don't want you to face the fog, I don't want anypony to. But you withhold a point I cannot argue. You do not need my permission to come, but this is a decision you must make on your own."

"Twilight Sparkle, do you wish to accompany me on tackling the fears beyond this door and stop the breakout of Tartarus." She asked.

It was silent. Not another thought was needed.

"Yes," Twilight stated.

Simply, Celestia nodded and looked towards the rest. "And the rest of you?"

Applejack and Rainbow Dash stepped up.

"We're by your side, princesses," Applejack notified.

"I'm going to give those creeps something to fear," Rainbow Dash smiled with confidence.

Shining Armour stepped up, but before he could get a word out, Celestia was quick to deny any sort of request.

"I'm afraid you can't accompany us, Shining Armour," Celestia denied.

"But-"

"You have done so much to stop our opponents, but in the condition you're in, it would be wise to rest up." She advised.

Shining Armour presented a look of disappointment but acknowledging his Princess's command. "Understood."

He looked at his sister and pulled her into a hug, "Please, be careful. I don't want you going in there, but we're running low on options. Please, Twilight, be careful."

"I will." She acknowledged.

Shining Armour pulled himself away, making his way back to the airship where the soldiers attended to the those that were hurt.

Before Pinkie Pie, Rarity and Fluttershy could step up, Twilight quickly spoke.

"I understand if you three don't want to come and that's fine." She said.

The three were unsure of what to do in a situation like this which only made them more scared.

"Twilight, in a situation like this, we really don't know what to do," Rarity said.

"You can wait until the fog clears," Celestia instructed. "Once the fog dissipates, gather as many soldiers that are deemed fit for battle and lead them into the prison."

"We understand, Princess," Pinkie Pie acknowledged.

Rainbow Dash gave a disapproving look towards the three, her eyes filling with disgruntlement. Both Pinkie Pie and Rarity were unaware of her disappointed glare, however, Fluttershy caught a glimpse of her expression. Immediately, the yellow pegasus was consumed by guilt with her heart aching to see her best friend dissatisfied.

Promptly, Princess Celestia faced the fog with Twilight, Rainbow Dash and Applejack at her side.

"Are we ready?"

The three nodded.

"Once we enter this fog, there is no going back. We must confront the nightmares before us and stop this breakout."

Creepily, the whispers became more apparent as the four got closer to the fog and then... Silence. They entered through the vast blanket of terror, unknown to what psychological tortures would await them.

As Fluttershy watched the four vanish into the fog, the image of letting down Rainbow Dash grew more in her head like a virus spreading. This was more painful to endure especially after the talk they had in Canterlot Gardens after the announcement. She remembered the exact words she cried.

"I-I know, but - but what if I'm not here for you? For our friends?"

Upsettingly, she closed her eyes tight while gritting her teeth. 'I'm not scared, I'm not scared, I'm not scared, I'm not scared, I'm not scared...'

Concerned, Rarity took notice to Fluttershy looking rather tensed.

"Fluttershy, darling... Is everything alright?" Rarity questioned, becoming a little frightened for her friend.

Just like that, Fluttershy darted past both of her friends, under pressure and entering the nightmarish fog. Instantly, her whole body faded.

"Fluttershy!" Rarity shouted with confusion breaking her voice a little.

Pinkie Pie just stared in disbelief.

The two looked at each other with muddled and shocked expressions.

"We need to get her!" Pinkie Pie screamed.

"Wait, Pinkie!" The white unicorn pleaded. "If you go into that... That abomination of nightmares, then you may get lost in your own fears!"

"Rarity! This is Fluttershy we're talking about. The poor pony won't last against her own fears! Either we leave her or try to get her."

Pinkie Pie didn't allow another second to pass, she dashed into the fog, setting herself a mission to retrieve her friend.

At this moment, Rarity was bewildered. She was looking back and forth, unsure of what to do. A yelp of frustration and nervousness escaped her mouth as she charged in after Pinkie...

Fear awaits...

Chapter 20 - Fog of Fears

Focused and intrepid, the sickening fog brushed through Twilight's fur and danced through her mane. Holding her breath wasn't an option, she wasn't going to let her lungs explode, but she didn't want to breathe in the toxic fog that could cause her mind to break from terror.

She inhaled the contaminated air the moment she entered the fog, the atmosphere around her was tainted with misery and abhorrence, leading her to feel nauseous. Her goals were still clear, she was trying to prevent Tartarus breakout from Chrysalis and Fright, which weighed more pressure onto her. Feeling a little queasy, she noticed her vision began to grow questionable as well as worrying.

However, as long as she had her friends by her side, she would overcome any sort of trouble. Rainbow Dash, Applejack and Princess Celestia were all there... Or so she thought...

Much to her shock, Twilight's blood ran cold when she noticed that Celestia, Applejack and Rainbow Dash had just vanished; disappeared without any sort of evidence of being there. She was alone; lost in the fog that would corrupt her mind.

"Princess?"

Her head began to twist and turn while her eyes tried to investigate through the grim, silvery mist. Sadly, a part of her felt defeated as she failed to see any form of life.

"Rainbow Dash?" She called out, but feeling defeated when no one answered. "Applejack?" Her voice grew more desperate, but still no answer.

She couldn't help it, but panic was cutting deep, wounding her mind. The moment she blinked, the whole of her world went black, her eyes only absorbing darkness. Her breathing became more noticeable, her mouth was drenched with the taste of doubt.

Despite her efforts, she tried to work her magic, to produce a light through magic, but nothing worked. This was odd, especially for a pony like Twilight. There was no doubt about it that the fog was messing with her.

"Come on!" She growled, attempting to perform some sort of light spell.

Her struggling was interrupted by a heavenly voice calling upon her.

"Twilight!"

Upon hearing the voice, she instantly recognised it to be Celestia which cured Twilight's worries.

"Celestia?"

She tried to pinpoint the source of location, following her voice, but instead, she witnessed a bright light at a distance. Again the voice called out but sounding more desperate.

"Twilight!"

The lavender alicorn quickly motioned herself towards the light and quickly it took the form of her mentor; her princess; her friend. She finally made contact with somepony in this black, endless void.

"Princess!" Twilight spoke in relief, happy to see her. "I'm so happy to see that you're okay, have you seen Applejack or Rainbow Dash?"

"They're fine, Twilight," Celestia answered. "But right now we have important matters to attend to."

"You're right, we need to stop this breakout."

Suddenly, Twilight felt her mentor's wing making contact with the side of her face, staring directly into her eyes.

"I was referring to your punishment," Celestia said in an angered tone.

"My... What?" Twilight spoke, dumbfounded and worried.

"The breakout has already happened, Twilight... All because of you."

"What?!" Twilight's shouted, her jaw nearly breaking off. "But we just entered the-"

Suddenly, a bright light illuminated from Celestia's horn, piercing the darkness around them. As the dark retreated from the light, their surroundings became clear. They were in the throne room of Canterlot's castle and she was in the centre of the room while Celestia was on her throne and by her side were the two other alicorns. Luna and Cadence.

"Princess," Twilight spoke with a hint of relief. "I... I don't understand. What's going on? We were supposed to be in Tartarus." Finally, she took notice to the two princesses beside her throne which only built up the confusion. "What is this?" She asked, her words beginning to fade lower in volume.

"What is this?" Princess Celestia answered in a mocking tone. "This is justice!"

"What?"

"For many years I looked at you as my own daughter, Twilight, but now I see you are nothing but a tyrant!" Celestia scowled.

Twilight's heart broke upon hearing her insult, what did she do wrong?

"But... What did I do? I followed your orders; your lead. What did I do wrong?" Twilight begged for an answer as her words trembled.

"The breakout, Twilight!" Luna barked. "It happened because of you! You allowed Fright to escape Manehatten's invasion and that has allowed him to free every cruel monster and demon within that prison."

"But... That wasn't my fault... I-"

"And what about Spike, Twilight?" Cadence reminded. "Did you really think it was acceptable to torture him? Do you think it was appropriate to destroy every little bit of mentality he had?" The Princess interrogated.

This wasn't right. Were her ears deceiving her? The princesses were accusing her of Spike's torture.

"But... I didn't torture him, that was Fright's doing! I may have hurt him and I am ashamed of myself for that, but it was nothing compared to the psychological tortures he committed!"

"You replaced him, you left him to decay in darkness!" Luna shouted. "You corrupted his mind by fears and made him sink into the depths of insanity!"

"What were you thinking, Twilight?!" Cadence spoke, her voice feeling a little betrayed. "Spike loved you and all you did in return was hurt him. Your brother and I are disgusted."

"Princess of Friendship? Your actions towards Spike has tainted that title," Celestia commented as she looked down at her. "All of those lessons you learnt, all of the journeys you went on to explore friendship, were they all lies?!"

"No!" Twilight denied with her eyes reflecting grief.

"Who's next, Twilight?" Luna asked. "You've gone so far to break the mind of Spike, it only makes sense if you continue to hurt others."

"You could hurt Flurry Heart next, your own niece!" Cadence reminded, warning her. "Would you do the same to her as you did to Spike?"

"No!" Twilight denied, feeling a little betrayed on hearing that question. "I love Flurry Heart, I'm proud to be her aunt, I would never hurt her!"

"Then why Spike?" Luna questioned, her eyes pinning down Twilight with trepidation. "Did you think his assistance needed to be downgraded to slavery?"

"Spike's my best friend, I would never go to such lengths to hurt him!"

Before Twilight could get another word out, Celestia roared.

"Enough!! Her voice echoed through Twilight's ears. "Twilight Sparkle! Due to your actions of abusing Spike, we hereby strip the title: Princess of Friendship away from you!"

Overcome with confusion and sadness, Twilight could only feel herself aching away. She was completely shocked to the bone to hear such dread. "But... It wasn't..." Her words broke down into a mess as she burst into tears, streaming down her cheeks. "It wasn't my intentions to hurt him! This isn't happening!" She exclaimed, feeling more and more emotionally damaged with every second ticking away.

"It most certainly is!" A familiar voice told, causing Twilight's ears to ring.

The frightened and sorrowing alicorn turned her head to see her parents. Needless to say, both of them looked disgusted, their eyes judging her.

"Mom... Dad..." Twilight's voice broke off into a shred of heartache.

"Hurting, belittling and neglecting the one who was considered a family to us! We expected better from you, Twilight, we raised you better than that!" Twilight Velvet shouted with hatred.

"I'm ashamed to call you my daughter..." Night Light shunned his gaze as he crippled her emotions.

"No! Mom, Dad! Please, it was a mistake," Twilight cried, begging her parents to listen.

"A mistake we won't allow to happen again!" Luna barked, her voice almost exploding Twilight's ear drums.

"You're clearly insane, Twilight!" Cadence insulted. "We can't have an unstable alicorn corrupting innocence throughout Equestria!"

"I'm..." Twilight sniffled. "I'm not insane!"

"I'd say otherwise..."

Only to sting her grief further, Twilight took notice of her friends lined up aside the throne room.

Rarity, Pinkie Pie, Rainbow Dash, Applejack, Fluttershy and Starlight Glimmer all stared at her like a target, their disapproving glance only weakening her even more.

"Rarity?" Twilight said.

"You denied Spike's friendship and treated him like a slave! You're no better than the beasts lounging in Tartarus!" Rarity said.

"I can't believe it was you who actually brought us all together, Twilight... You were smart, friendly and devoted to your friends, but now look at ya!" Applejack growled. "Feeding off of the cruelty you produce!"

Twilight's ears were beginning to burn from the insults her friends spat at her. At this point, she was feeling like a misunderstood animal.

"But..."

"You can't deny it any longer, Twilight!" Rainbow Dash yelled. "You're a monster!"

"What crossed your mind to even think it was okay to hurt Spike like that? He was your friend! A baby dragon and you showed no remorse for the pain he was feeling!" Fluttershy said.

"I..." At this moment, Twilight was feeling emotional punches to her heart. She sobbed, "I'm sorry... I didn't..."

"I can't believe I was actually friends with you! You are insane!" Pinkie Pie insulted.

"Being taught by you was one of the worst mistakes of my life," Starlight Glimmer commented.

Now emotionally broken, Twilight began to stutter, "I-I... I thought we... were friends..."

"Not anymore!" Rarity stated, looking away in disgust.

At this point, the grief was almost being welcomed within Twilight, her heart just snapped into shreds of misery. Whatever will she had left, it vanished... All she did was look at her friends, the family she had built... All she could do was cry, allowing every bit of tear to run down her cheek.

"You're insane..."

"You're sadistic..."

"You're unstable..."

"You're pathetic..."

"You're disgusting..."

"You're cruel..."

"You're broken..."

"You're far too dangerous for this world, Twilight Sparkle... You need to be confined from Equestria to save the innocent from your madness..." Celestia said, her eyes moving past the sobbing alicorn.

Right now, Twilight was a mess. Her eyes were brimming with depression as every tear continued to spill. She felt her whole body weighing down as if the insults that were spat at her made her feel weak.

"I... I'm sorry," Twilight cried. "But why? I'm not the enemy! Why are you all against me after everything I've done?!"

"Everything! Face it, Twilight..." Celestia shouted as the throne room fades to darkness once more.

Swiftly, candles hovered through the darkness, revealing that her parents, friends and princesses were gone. The throne room was now rotten, miserable and contaminated with misery.

"You're no different from the rest of us vandals."

Hearing his bone-chilling and lifeless voice punched her mind. Twilight gazed upon Celestia's throne, seeing that it was made from bones and seeing Fright rest there as his lifeless eyes pinned her down through the dark room nearly gave her a heart attack. His hood concealed his face, his jaw only visible to her.

Refusing to believe the image in front of her, Twilight stumbled back a bit while shaking her head. "No... No!"

"Welcome to the pit of fears... Your nightmares await..."

Abruptly, the castle crumbled to the ground, breaking down brick by brick, but as it hit the ground, it vanished. Twilight raised a barrier around herself, safe from danger, but as the castle's destruction was brought to a stop, her barrier was lowered and Fright along with his disgusting throne was left unscathed.

The castle grounds of Canterlot was unrecognised, instead, they appeared to be in a graveyard. On this horrific land were tombstones, all belonging to her friends and family. Celestia, Starlight, Shining Armour, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Luna, her parents... Spike. They were all buried deep under the ground she stood on.

"My... My friends?" Twilight's voice weakened as her eyes felt like they were stabbed through this heart-breaking image.

"Deny this image all you want, Twilight." He told, his harsh, dead-like voice ringing through her ears, becoming more terrifying. "But no matter the outcome, you will lose the ones you love. Perhaps they will die by the hands of your enemies... Maybe they won't die, but they will surely turn their back on you like they did during the wedding... Did they ever apologise for that?"

"Shut- Shut up!" Twilight clamoured. "You know nothing about our friendship!"

"Perhaps... But I do know that you will outlive your loved ones... That is one of the many gifts of being an alicorn... Or is it a curse?"

"SHUT UP! I'M NOT AFRAID! I'M NOT AFRAID!" Her voice roared, her tears beginning to break loose.

"Want to bet?"

The ground before her began to shake; rumbling as if an earthquake had struck. As Fright remained seated, the ponies buried deep into the ground began to ascend. Starlight Glimmer, Applejack, Rarity, Fluttershy, Pinkie Pie and Rainbow Dash all rose from the ground. Their eyes were blackened like the darkness from outer space.

Sickened and horror-struck, Twilight watched as the lifeless corpses of her friends rose from their graves, their skin rotting as inky black liquid poured from their agape mouths. Slowly, they limped towards her with Fright watching. The alicorn struggled to breathe, almost as if someone was choking her. Distressed, her watery eyes enlargened and her heart was racing.

Her friends' discomforting and bone-chilling moans grew closer, it was brought to the point where Twilight was almost shivering, wanting to scream, however, the fears she was feeling brought her feeling stunned to do anything at this moment.

Stumbling back a bit, she forced her words out as the lifeless shells of her friends endured closer to her.

"Gi-Girls..."

Only freakish moans escaped their unlocked mouths, however, the closer they got, whispers became apparent, crawling down Twilight's ears and tainting her mind with apprehension.

"Why did you leave us?" The whisper of Fluttershy crawled down her spine.

Reversing herself, Twilight couldn't take her eyes away from the rotting bodies of her friends as they continued to limp towards her.

"You did this..." The whisper of Rainbow Dash crippled her emotions.

Her friends' discomforting and bone-chilling moans grew closer, it was brought to the point where Twilight was almost shivering, wanting to scream, however, the fears she was feeling brought her feeling stunned to do anything at this moment. She was in a trance of horror.

"We're dead because of you!" The whisper of Rarity infected her thoughts.

Just as the life-extinct body of Fluttershy tried to effortlessly tackle Twilight, she quickly leapt back, watching the decaying pegasus trip and fall to the ground painlessly.

"Please save us..." The whisper of Pinkie Pie pierced her heart.

"STOP! STOP IT! STOP IT!" Twilight screamed.

"Help us..." The whisper of Applejack wounded her.

Exhausted by the lingering fears around her, the frightened alicorn cautiously evaded the lifeless shells of her friends. Rainbow Dash and Rarity tumbled to the ground, failing to block her path. Their eyes growing more desperate for terror.

"We needed you and you left us..." The whisper of Starlight Glimmer slivered under her skin.

Appalled by her friend's tormented corpses, Twilight couldn't last any longer, the thought of seeing them move like puppets while Fright pulled the strings was gut-churning. To avoid the horrors, she turned back and ran while the whispers and moans still revolved around her ear drums.

"HELP! PRINCESS! ANYPONY!" Twilight desperately screamed.

Continuing to run, the ground beneath her crumbled away and within her peripheral vision, dark blurs became apparent fading in and out. This whole world of fears was messing with her mind, trying to drain her sanity. The sound of her panicked breathing overcame the whispers and moans, however, her the blurs messing with her vision continued to toy with her.

Unexpectedly, her skeleton nearly jumped out of her skin the moment the body of a pony fell from the sky, landing just in front of her. Daring to look up, the sky rained corpses of ponies, all falling to the ground, but no screams were heard. They fell like rag dolls.

Knowing the situation she was in, the best option was to run and that's all that Twilight did. She ran until she approached the side of the island. Below was an empty, bottomless and dark void. Turning back, the corpses rose from the ground while letting out disturbing moans of pain while limping towards the distressed alicorn.

She spread her wings, taking flight, getting away from the creatures that were pursuing her. But catching her by surprise, the dark void beneath shot barbwire, drilling upwards and tangling her wings.

The alicorn produced a scream of pain as the barbwire tightly wrapped around her wings; securing them and pulling her down into the darkness. All while being dragged down into the pit, her scream lasted until her vision was consumed by total blackness.

With the way this nightmare was going, Twilight's heart was wanting to punch itself out of her chest.

She could still hear her own exhausted breathing meaning she was still alive, but the darkness she could see was unexplainable.

Out of the blue, a spotlight appeared in the distance, shining over a tattered, wooden chair. There resting on the seat was a beaten and bruised purple dragon, with his head slouched down.

Debilitated, Twilight felt her bones beginning to erase from her body. She was dazed by the dragon hunched over on the chair, but emotionally, she was overwhelmed by the sight.

"No... No please! Not this again! Not... this again..." She pleaded, too scared to move.

The ground lit a pathway for Twilight, telling her to advance towards him. If it was an option, Twilight would have stayed where she was, but considering she was in a world where fears come to life, anything could happen which grew her paranoid. From exhaustion, she could almost feel her bones cracking.

After taking the first few steps on the lit pathway, a screen to her left activated, showing footage of her memories. It showed Twilight... She was shutting down Spike; rejecting him.

"Sorry Spike, but the girls and I have plans today. But in the meantime, could you clean the library?"

Spike's emotions were clearly displayed on his face, he wasn't mad, but sad. He twiddled his fingers while looking away, "Well... I just thought..."

"Thanks, Spike!" Twilight said, saying her goodbye and leaving.

The moment she left through the door, Spike's body slumped over as he emitted a sigh of disappointment.

Then, the screen replayed the tape; constantly looping. Already, Twilight took notice to the way Spike felt. Was she really that ignorant? She advanced forwards only to notice more screens start up; appearing online left and right. They were all her memories, relating to the damage she and her friends caused Spike. Some even belonged to Spike's point of view.

"Can we... Hang out?" Spike asked.

"That'd be great, Spike, but I need to head off to Canterlot and prepare for tonight's gala. Ask our friends to hang out with you, I'm sure they wouldn't mind." She advised, leaving the house.

"But-" Spike raised a finger, trying to reason with her friend, but she left without acknowledging his reply. "They're going with you..." He sulked.

"Wh-wh-wha-t was-s that for?" Spike forced out, holding himself as the freezing cold water sunk into his scales.

"Pfft. Lighten up Spike," Pinkie Pie obnoxiously said. "We were only fooling. A brave and tough dragon like yourself can surely take it," Upon saying this, she couldn't keep a straight face while saying 'brave' and 'tough.'

Spike looked around and noticed there were a few other ponies in the café laughing at his pain.

"Yeah, a 'brave' and 'tough' dragon that wears a frilly apron can sure turn out to be a lame dragon," Rainbow Dash laughed along with Pinkie, a few others were laughing as well.

Twilight noticed an odd screen, one that broke her heart instantly. It showed Spike in the castle's kitchen, sitting on the counter while fidgeting with a gem. This was Spike's birthday... The one they never showed up to or bothered to say anything. The other screens showed events she couldn't bear to go through again, she couldn't even stand to look at them.

"Memories?" Twilight levitated the book towards her, she was astonished to find that the book was her memories, her past. She flicked through all the pages in horror to see every photograph of her memories burnt away. "Spike... how could you?!"

"It was an accident, I swear!" Spike pleaded.

"Every memory I had was in this book, every achievement. What were you thinking?!" She scowled angrily.

"But Twilight, it was an accide-"

"If I've told you once then I've told you a million times: stay away from the books when sneezing!"

"I know, but-"

"Every happy memory, the photos I could look back on and be proud of were in that book and now it's gone all because of your foolishness."

"Twi-"

"Do you literally not listen to a word that I say, can't you follow the simplest of instructions. Why must you be a nuisance! I swear sometimes I think you-" Twilight stopped herself the moment she heard the sound of the poor dragon sniffing, slowly choking on his tears. "Spike? Are... are you crying?"

"I did, but no matter how many times I tried you still didn't listen, you would just keep yourself busy with reading or having fun with your friends while I was kept in the dark. Do you even love me?" He asked, quivering his lip a little.

"Spike I do love you and you are my friend, I didn't mean to leave you out on purpose... It's just that... I forgot about you..."

Spike felt his heart being pierced, sliced into tiny pieces the moment Twilight said the word forgot. His eyes began to swell up with tears. "Forgot about me..." He repeated Twilight's exact words.

After being reminded of the way he was cut down, emotionally hurt and rejected, Twilight could only witness the remnants of the past; the memories on the monitors. By the time she reached her way to the spotlight, the glowing screens faded away and all Twilight could do was look down at her assistant, she trembled, her mouth refusing to open; not allowing her to speak. All she could do was absorb the emotional pain he must have suffered while she was having fun; leaving him to dwell in his sadness.

"You didn't deserve this." She spoke. "Everyday, all your life you've treated me like I was your family, you cleaned for me, you cooked my meals and you helped me when I needed you the most. You were there for me. Now, look at you... Look at what I've done."

The lifeless dragon didn't move a muscle, Twilight didn't even know if he was alive or real, but she felt like she needed to let all this sadness out. Sniffling in between words, she couldn't help but slowly break down.

"I want to say Fright's caused this pain more than I have... But I'm the one who neglected you, hurt you, belittle you, replace you... Forgot you. I'm the one that made you leave; I made your greatest fear come true. I looked you in the eye and confessed your fears: That you were being forgotten; becoming a dying remnant in my memories."

The weight of misery broke down on the alicorn, crying, "I should have been sitting in that chair, I should have been the one who suffered in the dark and experimented on, not you! I caused this... And if I could trade places with you, I would. Please, Spike... I need you to look at me, to know that I'm here... For you. I'm here." She cooed, her hoof motioning towards him. "Harmony and friendship can make you better."

Surprisingly, the dragon exhaled, producing a sigh. "What will it take for you to understand?"

Nothing could have prepared Twilight for that sentence. Spike's head raised upwards unhurriedly, his eyes dripping with the same black liquid that consumed her friends and his lips had been sowed with stitches, resembling Fright's mouth.

"Harmony and friendship is nothing compared to fear," Spike growled. "You should have found me... You should have saved me. You're no Element of Harmony. You're no Princess of Friendship, you're no friend... You're no family..."

"I'm sorry," Twilight deeply apologised, finding the state Spike was in heartbreaking.

"No, you're not. You don't care, you never cared. You're not sorry." A cough interrupted his sentence, his voice beginning to deepen a little. "But you will be."

Abruptly, the dragon's scales rapidly shredded into pieces, falling onto the ground. An agonising scream escaped his poorly stitched mouth, sounding like a demon's nightmare. With the alicorn watching with disgust and horror, her assistant taller, a little taller than her. In the process, bones cracked and the what remained of the dragon's scales stretched to pieces, the tail just falling off and onto the cold ground. Now, injured coughing was audible... Then a rather eerie laugh, easily recognisable to be Fright.

Spike had transformed into Fright in the most disturbing and nauseating way. The sound of the black liquid dripping became louder as it poured from Fright's eyes and mouth. It dampened his rag of face a little as he stared into the soul of the petrified alicorn.

"Scared yet?" He asked, cockroaches, spiders and maggots pouring and crawling from within his eyes and mouth.

Instantly, Twilight shattered into pieces of trepidation, the whole of her body crumbling down onto the cold ground as she trembled; shivering in the hands of fears. Her eyes locked shut, refusing to open them to the horrors before and around her. She couldn't take it anymore, she was losing it. Her senses were plagued by fear.

Alone on the cold ground, she continued to conceal herself from the world, trembling away from the monster that stood before her.

"Please! No... more!" Twilight sobbed. "I can't.... take it! No more!" Her cries muffled.

A tight grip pulled her wings to the ground and some unknown force restrained her hooves. She couldn't move and this was the mistake she made when opening her eyes. The deformed, stitched hand reached out to Twilight, wrapping around her face like a blanket, and then everything went black.

"Let us descend deeper into this madness."

Chapter 21 - Darkness

"Princess Celestia?!"

...

"Applejack?!"

...

"Twilight?!"

...

Despite her progression, it felt like she was getting nowhere. Muddled by the fact that the three ponies around her had simply vanished, Rainbow Dash continued to search for any sign of life within the fog. This fog clouded her thoughts with anger and irritation, constantly feeling a chill that would creep up on her like a bug.

"Stupid fog," Rainbow Dash cursed. "If that bugged brain queen and that stitched faced freak thinks this fog is going to stop me, then they've got another thing coming!"

The brave pegasus continued to descend into the fog further, looking out for her friends.

"Twilight?! Applejack?! Princess Celestia!" She called out, yet still no answer."Where could they have gone?"

Suddenly, a wave of pain struck Rainbow's head, her brain felt hammered the more she continued to breathe in the fog. Within seconds, her stomach felt infected with agony, the more her heart beat, the more it signalled a vibration through her bones.

"Argh!" She furiously growled in pain.

Without an explanation, a harrowing noise abused her ear drums, burning her sense of hearing. It sounded distorted like white noise. However, the moment the distorted noise lowered, a faint scream was heard, but it proceeded to get louder by the second. She didn't need to hear it again, she recognised it with great dread infiltrating her thoughts, painfully worrying her.

"HELP! PLEASE!" The voice begged, ending with an appalling scream.

"Fluttershy?!" Rainbow Dash thought.

It couldn't have been, she didn't enter the fog. Why in the world would she? Dash's thoughts were cut off by another scream.

"DON'T LET THEM GET ME, PLEASE!"

"Hold on! I'm coming!" Rainbow Dash alerted, quickly taking off with the help of her wings.

The distressed begging and screaming drove Rainbow Dash to worriment like never before, it was a painful hearing her friend scream, especially Fluttershy. The fog continued to shroud her path, trying to delay her mission.

"Fluttershy?!" Rainbow Dash called out.

Desperately, she waited for a response, something that would allow her friend to find her, but again she was met with another burning scream, filling her ears with dread and punching her heart knowing. It wasn't the response she had hoped for, instead, it just consumed her in fear, but this was her only chance of finding Fluttershy through the fog.

Again, she zoomed towards the sound of her voice. Never before had flying been so intense for her, she has been in many situations like this before, rescuing Pegasuses during the Wonderbolts training programme, but knowing that her friend was screaming in terror made her nerves explode.

Nearly out of breath and stressed out of her mind, Rainbow Dash was brought to a stop, calling out her friend once again, needing another way to find her.

"Fluttershy?!" She shouted.

...

Finally, the fog began to clear up which benefited Dash's chance of finding her friend, but she didn't need to look any further. As the fog cleared there displayed before her sight was Fluttershy, bruised, wounded and covered in cuts. Her face was covered in scratches, she remained lifeless on the crumbling ground. Bits of her hair and feathers had been shredded off, it was a sight that only terror could allow.

"Fl-Fluttershy?" Rainbow Dash trembled.

With no reply, she kneeled to the ground while shaking Fluttershy with ease, trying to wake her up.

"C'mon... Wake up. I'm here."

Nothing.

"I... I'm here. You can wake up now, the monsters are gone."

Nothing.

"Fluttershy..." Rainbow Dash whimpered, nudging her cold body.

As the Pegasus slowly motioned her head towards her friend's chest, not a single heartbeat was heard. It was quiet. She was leaning against a lifeless husk that was once her friend; a cracked shell with no soul.

"No... You're just sleeping! Wake up!" She cried. "Wake up!"

Rainbow Dash continued to nudge her lifeless body while tears streaked down her face. "Don't go..." She refused to let the image before her become a reality.

"WAKE UP!"

This wasn't happening, she was always there to save the day, especially when her friends were in trouble. Again, Rainbow Dash gently hugged the body of her deceased friend, uncontrollably sobbing, in a state of grief she was never seen in before.

Some time had passed and Rainbow remained next to her lifeless friend. The tears blocked her vision, not that it was a bad thing, she couldn't stand to see her friend like this. It felt paralysing, dreadful, depressing. The last thing that escaped her breath was a scream, a painful cry for help, not even Dash could reach her on time.

Still painfully struck by her friend's demise, her ears picked up the sound of footsteps. If any of her friends were to witness this, they would be just as destroyed as her... Except, through the fog, the soul coming towards her didn't take shape of a pony.

All this sadness Dash felt was slowly turning into anger as the stitched up figure came into her vision. The fog cleared from his path as he looked down upon the broken pegasus, he spoke, his voice sounding quiet, yet infernal spoke:

"You weren't fast enough, Dash," Fright mocked.

Devoured by grief and hatred, Rainbow couldn't stand looking at him, his voice penetrated her skull with annoyance. Here she was, mourning the loss of her friend and he shows up to mock her; taunting her.

"What did you do to her?!" Rainbow Dash growled, rising up from the ground.

"Her mind overloaded on terror... As will yours."

Facing directly at him, there was not a single trace of innocence shown on her face. Her eyes narrowed down in anger and at this moment, anyone would be as far away as possible, but the demonic creature stood there, awaiting her wrath. Anger boiled deep in her system, it hungered for payback and that's what she wanted.

Dash lunged herself over her friend's body, erratically punching Fright from left to right, aiming her hooves at his face. She kept going, furiously striking him but not once did he flinch, he took her hits and remained silent, not a single groan escaped his mouth.

After her final hit, Fright stumbled back a little, his head knocked to the right. He eerily motioned his hand towards his chin, snapping his head back directly towards the Pegasus.

"You let her die and now look at what's become of you. A failure who's washed up in doubt." Fright insulted. "What will become of you without your best friend."

The insult just made her wish to continue the streak of punches she had inflicted upon him, but they didn't do a thing. No one could resist such pain...

"This isn't real!" Rainbow Dash told herself. "This... This is all in my head, isn't it?! Fluttershy has to be alive, she has to be! This isn't real!"

Rapidly, two chains emerged from the ground, rattling and wrapping around Rainbow Dash's wings, pulling her down towards the crumbling earth. The pain felt aggravating, the feeling of the cold chains lashing around her wings; restraining her.

The appearance of Fright started to glitch, he was moving towards her, but not a single body part of his lifted, as if he was fading in and out of reality. He firmly grasped Rainbow's face, his eyes fading to black as well as his stitched mouth.

"This is all very real, Dash." He told. "You think bravery can overcome all obstacles, but look at where it's got you? Your loyalty to your friends has guided you to the fear of failure, but it's okay. The horrors around you are fading into the darkness, only one fear remains for you to suffer."

Disgusted by the way his aberrant fingers latched onto her face, she noticed her vision becoming blurry; sinking in darkness.

"No... Please! Not this!" The sudden change in her voice and facial expression satisfied Fright, she was scared.

"Lights out," Fright whispered.

Suddenly, through the stitches of Fright's mouth, he began to emit black smoke that stung her eyes, and just like that, the cyan pony's vision was a sea of darkness; her sight was wrapped in charcoal; smothered in ink. She was trapped with her own thoughts with no visuals of the world around her.

"I can't see!" Rainbow screamed, quickly stumbling onto the ground.

The chains that had enthralled her wings had sunk back into the ground, she was free, but what did that matter if her vision was blocked by utter darkness.

"Fr-Fright?!" Rainbow Dash shouted in panic and anger but failing to receive a response.

He was gone.

Rainbow Dash was alone, blind, scared. The beat of her heart increased as worriment took over her system, she was lost in the fear-inducing fog, constantly tripping over and bumping into things. Desperately, she called out for help but no one answered. This was it, her view of the world was gone, the way she saw her friends had disappeared. Her dream of being a wonderbolt was crushed, flying would no longer be safe for her.

Fear had taken her friend, her vision, her bravery.

"Help!" Rainbow Dash screamed, bumping into things and tripping over herself. "Anypony?!"

Overcome with sadness, she cried, "This isn't real! This isn't real! This isn't real!"

"GIVE ME BACK MY SIGHT!" She screamed.

Other than her vision quitting on her, her hearing was just fine. The ground she stood on crumbled, break into pieces. Rainbow Dash then fell, her wings feeling pulled down by an unknown force. The hooks of fear forcing her down into a pit of screams, still blinded.

Despite the fact that she was now blind, the horrible image of her best friend being brutally struck down was still dauntiing her.

This whisper crawled into her ears once more.

"Into the darkness you go..."

Chapter 22 - Lies

Her path was consumed in numerous shades of grey, no form of light could be seen. While Applejack continued to look for her friends, the whole time she wore a puzzled expression, pondering wildly on how they just vanished without her noticing. The more her surroundings were surveyed, the more she realised how noiseless and bloodless the fog was.

Fearfully, Applejack was becoming overwhelmed by the fog. Her sight was becoming a little blurry and her head was hit by a wave of irritation, like a headache. She was nauseous, the pain within her head felt bruised inside. The fog was getting to her and she knew it, but she wasn't experiencing any illusions based on her fears, she wasn't thinking about being afraid. Constantly, her mind told her she had nothing to be afraid of.

How wrong she was...

Determined to find her friends and make it through the fog, Applejack continued to move forward even when she felt weakened by the fog that, crawled into her lungs. Her courage could have inspired a lot, but she was brought to a halt when she heard a rather demonic but quiet whisper sink down her ear. Her bones felt shattered; too scared to move another inch.

"Liar..."

She responded to the unknown whisper, speaking with an authoritative manner. "Who's there?!"

A few seconds passed as Applejack barked her command at the looming fog, however, not a single soul was appeared before her, just the daunting fog that crept around her. It was at this time she noticed the fog grow thicker than before, greatly swallowing the path the mare stood on.

"Focus, Applejack!" She growled at herself. "You have nothing to fear, you're not afraid."

"Liar..."

Without warning, Applejack felt consumed by the soft, demonic whispers that scorched her ears. Her sense of sound was becoming distorted by the many voices brimming her mind, constantly calling her what she despised. A liar. The name calling felt like her brain and ears were being scratched. Annoyed with the whispers that became apparent, even as she progressed through the fog, Applejack couldn't take it anymore. Weakly, she collapsed onto the ground where the fog continued to cover her terrain. Both hooves were burrowed into her ears which didn't do a thing, the whispers felt like they were echoing.

Overcome with irritation and anger, Applejack shouted, "Stop! Stop it!"

"Liar..."

"Liar..."

"LIAR!"

"LIAR!"

"LIAR!"

As the voices continued to vex her, Applejack had no way of blocking the voices that lingered around her, it felt like they were trying to unravel her mind; sink her into torment. The sound of male, female and children alike all infiltrated her sense of hearing, aggravating the pony. Applejack could have sworn she recognised the voices to be the ones she loved, like Applebloom and Twilight. Even those she despised could be heard like Flim and Flam; taunting her.

Again, she barked at the voices, "Stop!"

Abruptly, her vision was consumed by a brief flash, cutting her sight from the world around her for a second. Upon opening her eyes and reconnecting with her surroundings, she noticed the fog had cleared and the whispers stopped. She rose from the dirty ground and recognised the unwelcoming forest that trailed worriment into her mind.

She was in the Everfree Forest. Alone.

"What in tarnation is goin' on?" She questioned.

Any view of the sky was blocked by the lifeless, twisted trees' leaves, covering the heavens above. The Everfree Forest felt so alive, bringing chills to the mare. Her nose twitched as she inhaled a disgusting and nauseating smell which had been escorted with a vicious growl. Briskly, Applejack turned herself around to see three pairs of eyes illuminating green. Emerging from the dark were three Timberwolves, growling and widening their mouths, presenting their wooden spear-like teeth.

Applejack backed up from the wooden wolves that lingered towards her, growling in hunger. Bravery and determination quickly brushed across the mare as she replied to the wolves with a courageous smile. She was Applejack, she dealt with these creatures before. She was smarter, stronger and faster than them, she was an athlete after all.

While lunging at her, one of the Timberwolves were ready to pierce their teeth into her skin, but proving her agility to be superior to theirs', Applejack swiftly leapt over them. Not one bit satisfied, the Timberwolves continued to hunt their prey by chasing her, but she was outmanoeuvring them all. Dodging, leaping and sliding, using the forest to her advantage.

Refusing to give up, the Timberwolves continued to chase her while viciously chomping their teeth together.

Bushes, vines and logs all became obstacles for Applejack, but despite her track becoming difficult, she still excelled without any trouble nor distractions. However, a problem ensued. Despite how focused she was, the moment Applejack leapt, her sight was gifted with the same white, brief flash that lasted a second. Her balance was off and the landing she made resulted in her falling onto the dirt.

Slowly, the orange pony lifted herself back up with pain gnawing away at her, that and her hat had become unusually large, tipping over her head and concealing her sight.

"What the?" Applejack said, her voice sounding lighter than normal in a tone of shock.

She lifted her hat from her face to gaze upon her hooves, smaller than before. She was a filly; a helpless child.

"What in the?!" She exclaimed a muddled expression wiped the bravery off her face. "I'm... I'm a filly!"

If she wasn't being chased, Applejack would have remained confused and horrified for a while, but the eerie howls of the Timberwolves snapped her back into reality. She quickly rose back onto her hooves and ran to find somewhere safe, preferably out of the Everfree Forest. Although due to her sudden change, Applejack found the environment around her quite large, she couldn't possibly leap over obstacles without tripping or stumbling, her speed wasn't as adequate than before either.

Panicking and falling into the palm of trepidation, the young filly tripped into a puddle of mud, coughing and nearly running out of breath. The Timberwolves picked up on her scent, tracking her down and locating her in this helpless state.

For the first time in a while, Applejack feared these creatures like never before. The fact that she had been reduced to a younger version of her self-made her feel powerless and scared. She could feel her heart nearly pounding of her chest, trying to break free from her body that acted as a prison for the beating heart.

"Stay- Stay away!" Applejack cried in fear.

Ferociously, the Timberwolves chomped and ground their wooden teeth together, ready to attack their petrified prey. While the young filly silently sobbed, her eyes streaming tears, the Timberwolves stopped in place, almost freezing like statues. The wind brushed through the forest with the leaves dancing, Applejack was too frightened to move.

But finally... She witnessed sky that was pushed behind clouds of gloom, hiding the sky completely. Dauntingly, the clouds shrouded over her. Her eyes gazed upwards as they continued to flow tears. The clouds formed a dark, black pattern which resembled a sinister face as if it was painted with ink. She looked back down at the forest which rotted her stomach, strangling her heart. Her eyes screamed horror. The lifeless trees around her had accommpanied a noose on each branch, hanging there was her friends and family. The ponies she knew were all dangling from the branch, seemingly lifeless.

"No... No!" Applejack screamed, covering her eyes. "This isn't happening!"

Enthralled by horror, sickened by sadness, Applejack sobbed into her hooves, hoping that she would awaken from this realistic nightmare, anticipating a saviour. However, a familiar whisper was recognised, plaguing her sense of hearing. Applejack's pupils shrank as the whisper crawled down her ear, trying to locate who said it, but instead, all she could see were her lifeless loved ones, hanging from the Everfree's strong branches.

"Liar..."

Applejack took notice of Twilight's hanging body, noticing it twitch. Unexpectedly, Twilight's eyes opened and illuminated bright white, screaming: "Liar!"

Her friends and family followed her position, screaming at her. Applebloom, Big Mac, Granny Smith, Rarity, Fluttershy, the whole of her friends screaming at her, constantly calling her a liar. Applejack broke down into tears of grief. The fog stung into her mind, forcing her to live the fears of being helpless.

Disturbingly, the hanging bodies of her loved ones continued to scream at her, but no matter how hard she tried to block her ears, Applejack could still hear them. She even took notice of a hooded figure walking towards her, she didn't need any doubt. She knew who it was.

Despite that her ears were covered by her hooves, she could hear his low, but devilish voice perfectly.

"The fear of being a liar and reduced to a young and helpless state... How sad, but pathetic." He taunted, the syringe on his wrist extending. "There is a time in our lives where we must all grow up, Applejack..."

Her sight shattered into pieces, nothing but darkness is what she was confronted with.

"Fear is no lie, it is the only truth you need..."

Chapter 23 - Hideous

Lost in the fog that consumed their senses, both Rarity and Pinkie Pie searched for their missing friend, screaming like there was no tomorrow. A wave of chills poked their bones, causing them to tremble and their thoughts soon to be conquered by fears, however, they remained watchful and highly alert; trying to locate Fluttershy. Left and right they searched, but the fog intervened; disrupting their progress. Rarity and Pinkie Pie screamed out their lungs, but nothing was seen through the fog nor was anyone heard.

"Pinkie, can you see her?" Rarity asked, losing her nerve.

Pinkie Pie responded with panic, "I can't see her! We lost her! What are we going to do?!"

Trying to calm herself, Rarity took a deep breath, "We can't give up on her. We'll have to progress through the fog. I know it sounds dangerous, but we can't just leave Fluttershy to... to..."

Her valorous voice was transformed into a tone of fear, "Pinkie?"

The unicorn's head darted from left to right, uneasy and brimmed with suspicion, but frightened as well. Pinkie Pie was gone, almost as if she had just faded out of existence. Not a trace was left of her; no evidence of being within the fog. Her heart began to beat at a rapid state, nearly pounding out of her chest. Fluttershy and now Pinkie Pie was gone, was something after them, snatching them away or is her mind playing tricks on her?

"Pinkie?! Show yourself, this isn't the time for games!"

...

No response reached out to her worried voice.

"Pinkie?!"

Again, Rarity inhaled the infected air by taking another deep breath, stressing over the choices that remained. She took notice of a cragged pathway, leading to the unknown due to the fog. Badly, Rarity wanted to turn back but leaving Pinkie Pie and Fluttershy to suffer wasn't an option for her, she wouldn't allow it Boldy, she followed the path, calling out for her friends. At this point, Rarity was acting as a beacon for life.

"Anypony?" Rarity yelled.

She was lost in desperation, sinking deep into a hole of anxiety. It felt like the mist was stroking her skin, gently, but uncomfortably pestering her. The constant thought of her friends suffering made her feel nauseous and agitated.

"Fluttershy? Pinkie Pie?" She shouted, hoping for at least one of them to respond.

After searching for any sign of life or clues, she finally came across something odd. She didn't know how to feel about it, being scared, confused, happy didn't seem to match her facial expressions, she just looked blank like a piece of paper with no imagination splashed onto its canvas. The rough pathway she had followed led her to a lone door. Just a door. It didn't seem connected to anything, it was just an oak wood door that looked dirty and lonely.

"Well, that's not the suspicious thing I've seen all day," Rarity stated.

This felt like one of Discord's old tricks, but he wasn't here. The thought of her absent friend upset her, but this wasn't the time for grieving, she had to locate her friends. Rarity hesitated to approach the isolated door, overcome with angst but also curiosity. Finally, her hoof leaned against the door, pushing it open to reveal darkness. Rarity's eyes widened in disbelief, thinking that this would have been some sort of distraction, but the fact that this detached door led to another world. She was flabbergasted.

She checked behind the door to see nothing connected, which meant that gateway before her was some sort of portal. She was presented with two options: Helplessly wander the fog and continue to helplessly call for her friends, or enter through the portal with better hopes of finding any trace of life. The white unicorn encouraged herself to go in, slowly advancing; entering the dark void that called to her. The moment she entered, the first thing she did was signal her friends.

"Pinkie Pie? Fluttershy?"

The lack of light bothered Rarity to no end, it supplied her with worriment and alertness. Questions generated in her mind as it took in the effects of the fog.

"Is anypony here?" She asked.

Barely, Rarity could make out her surroundings, she was in a room, one that looked familiar. The unicorn's bones nearly shattered into pieces when her ear drums burst, noticing the door that she had entered through slammed shut. In response, Rarity let out a yelp, the sudden abrupt noise nearly caused her heart to jump out of her chest. No longer was the darkness absolute, above her head was a dim light flickering on and off which allowed her to visualise her location. Around her were mannequins, the same kind she'd use to display her clothes on. Except these models were tattered and looked a little formidable and old. She couldn't help but feel like they were watching her.

Rarity grew uncomfortable with the light constantly flickering on and off, however, it did a good job of brightening the room a little, but it began to annoy her. Without warning, she was struck with nausea, the constant feeling of being alone and desperately searching for her friends had decayed her system; rotting her thoughts with anxiety.

"What is this place?"

Immediately, something tingled within Rarity's mouth, the sensation she felt was aggravating and excruciating by the second. It wasn't long before the whole of her teeth began to ache and send signals of pain. Feeling damaged and irritated by the sudden pain, Rarity couldn't go on, her teeth began to grow worse, she couldn't even speak, she was too focused on unpleasant aching.

Much to her satisfaction, the pain had stopped within an instant, however, it came at a heavy price.

"Ah." She moaned in discomfort. "That was rather odd."

Firmly, she raised her hoof and rubbed against the side of her cheek, trying to soothe the dying pain that infiltrated her teeth. Once the unicorn took control over her own mouth again, the sound of multiple cracks could be heard. Terror-stricken, Rarity's eyes widened upon hearing the dreadful noise, her teeth shattered into pieces, falling out of her mouth almost if she was vomiting. Tiny, little pieces of her teeth spilt onto the floor, cracked and broken. The unicorn was left stunned as every fractured piece of her teeth crumbled before her.

She couldn't express her fear through words, she just looked at the ground where the remnants of her teeth lied. Shocked is what she was, scared and bewildered to what had just happened. Even if she could speak, her words would be processed as an incoherent mess. To make matters worse, Rarity's attention was focused on her mane. Disturbed, she noticed shreds of it fall onto the ground, ripping into pieces for no reason at all. Nothing was attacking her, she was becoming something she feared...

With her hair falling out and toothless, Rarity exited the dreadful room by using the door she entered through. The fog was gone, she wasn't in Tartarus. Instead, what she had stumbled upon were a maze of mirrors that displayed her image, constantly reminding her of her appearance.

"Wh-Wha..." Rarity spoke, although, it was difficult without the help of her teeth.

Cockroaches and spiders along with maggots roamed the maze, causing the fear to boil within Rarity's blood. They oddly became attracted to her, crawling and wiggling their way towards her. Brimmed with fright, Rarity screamed while running through the maze or mirrors as she felt herself becoming weaker by each mirror she passed. They all displaced her features of beauty slowly transforming into her something horrid, she was becoming a mess of discomfort.

Voices crawled into her mind that insulted her, calling her ugly, disgusting, awful, horrid and creepy. Her screams echoed through the maze, constantly calling for help. The mirrors around her slowly began to crack and her image became much worse.

For a while, she continued to run, but everywhere she turned it was all the same, just mirrors that showed her appearance fading into disgust. Hopeless, her path was blocked by the endless trail of mirrors. Abruptly, the mirrors around her shattered into pieces just like her teeth earlier. No longer could she see what she looked like, the mirrors that taunted her were gone. The unicorn came to a stop, shaking off any lingering bugs that roamed on her back. Overcome with fear, Rarity broke down and burst out into tears as her body slowly decayed along with her beauty being robbed. She was wrapped in the arms of grief. It was unknown to her that she was slowly transforming further into something she despised.

"Make it- Make it stop!" Rarity sobbed.

The tears continued to burst as she refused to accept the changes overwhelming her body, she was sick... Scared. Despite her sadness consuming her, she picked up the sound of steps being taken. She encouraged herself to lift her head to see where they were coming from. Behind her, she was faced with a small, green hill. Looking down at her were her friends... Twilight, Applejack, Rainbow Dash, Fluttershy, Pinkie Pie and Starlight. They found her.

Wiping her glassy layers of tears from her face, Rarity brought her friends a smile of relief and contentment.

"You... You found me..." Despite having no teeth, she continued to do her best to speak.

Sadly, the relief and contentment that expanded across her emotions didn't last long.

"What is that thing?" Rainbow Dash asked in a disgusted tone.

Horrified by her question as well as feeling insulted, Rarity responded with irritation and misery. "R-Rainbow, it's me..." Again, the loss of her teeth made her speaking much worse.

"What's it sayin', Twilight?" Applejack asked.

"In all honesty, Applejack, I don't know. I don't even know what this creature is," Twilight stated.

"It- It's me... Rarity! I'm your friend!" She shouted.

"It's getting aggressive," Rainbow Dash warned, putting herself in a position to fight.

"Maybe it's just scared, Rainbow," Fluttershy commented.

"That thing?!" Rainbow Dash bellowed. "Look at it, what does a thing like that have to be afraid of."

Rarity felt betrayed, she was being mocked, insulted and observed like some sort of wild animal. These were her friends and they saw her as some sort of creature.

"It's certainly doing an excellent job of creeping me out," Pinkie Pie shivered.

"Do you think it can understand us?" Starlight asked.

"Yes! Yes, I can!" She answered.

"Too bad we can't understand it..." Twilight said with annoyance.

"Why can't you recognise me?!" Rarity screamed.

"Not to be rude, but can we hurry this up?"

Upon hearing that voice, she was stunned to see another pony emerge up the hill to look down on her. Next to Fluttershy felt like she was staring into another mirror, but she wasn't. She looked directly at the unicorn. It was her... Another Rarity.

"This thing's appearance is knocking me rather sick..." Her clone commented.

Rarity's lip trembled, looking up at herself. "You're... You're me..."

"Darling, why is it staring at me?" The clone of Rarity asked Twilight.

"You're me..."

"Twilight, we need to do something about this now! This thing has been haunting Ponyville for months now and the fillies can't get to sleep at night," Rainbow advised.

Not knowing how to deal with the situation before her, Twilight sighed, "You're right. A thing like this needs to be put in the Everfree Forest or a cave."

"Or Tartarus..." Rarity's lookalike said.

"It's me! WHY CAN'T YOU RECOGNIZE ME!" Rarity screamed.

Applejack and Rainbow Dash were put on guard while Pinkie Pie and Fluttershy cowered behind them. Promptly, Twilight and Starlight both emitted a beam from their horns that restrained her from moving. Although the spell wasn't fatal, Rarity collapsed onto the ground in pain where she noticed the fragments of the broken mirrors below her. She could make out her face, her lips were sewn, her face was stitched and her eyes were black and empty like a void. The beauty she failed to recognise was replaced with scars and gashes, she couldn't even recognise herself. It was almost as if something took her looks and was given features of a beast. Her reflection was that of a hideous monster, disgusting and repulsive. This is what her friends could see, her face was the definition of a mess.

"No... No!" Rarity screamed, her voice nearly breaking from dread.

The way she looked passed through her like a hurricane. Devastated, she elevated her head back up, expecting to see her friends judging her, but they were gone. Only one soul stared at her. Each eye of his haunted her as he forged his way closer, his face brought terror as she was helpless to move. Once again, he faded in and out of reality. Finally, he knelt down in front of the unicorn, his hand gripping her horn.

Fright's quiet and devilish voice continued to break her mind, clawing her ears. "Your beauty is related to time, Rarity... It will expire..."

Her vision shifted from staring at Fright to complete and total darkness, her fears deepening.

"Let your sanity fly, allow your mind to break loose..."

Chapter 24 - Melancholy

"Rarity?!" Pinkie Pie screamed, her lungs almost detonating. "Rarity, where are you?!"

Constantly, the ghost-grey mist crawled over Pinkie Pie's skin like spiders, reminding her that she was lost, alone and scared. Just like that, Rarity was gone; vanished with no trace left behind. Her mind began to malfunction; her thoughts of optimism were jammed. However, her doubts ran through her system like a river, rapidly flooding her confidence. She was finally grasping the situation that she was in, she was alone in a fear-inducing fog that could break her mind.

"Rarity?! Fluttershy?!" Her screams failed to make contact with any life.

No pony was with her. Twilight, Rainbow Dash, Applejack, Rarity, Fluttershy, Princess Celestia. No one, not a single soul.

"Anypony..." She whimpered, her body beginning to tremble.

This wasn't usual for Pinkie Pie, she would have at least pumped herself up with enthusiasm or motivate herself to save those she loved, but she couldn't. Rather than being jovial and determined like she had been in her past adventures, this time she was scared. As her body was brought to a halt, Pinkie Pie deeply inhaled and exhaled.

"Relax, Pinkie..." She softly murmured to herself. "You can do this..."

Startlingly, a crushing pain streamed through Pinkie Pie's head, throbbing with agony. Tightly, her eyes shut as she produced a yelp, the whole of her body sinking to the ground as both of her hooves secured her head as it continued to crowd with agony. It felt like her skull was cracking to the thoughts of her worries. Surprisingly, it wasn't long before the soreness within her head had extinguished. The pain that she had felt was unexplainable and somehow different compared to an ordinary headache. Slowly, her eyes fluttered open and she investigated her surroundings. Once again, nothing but fog, however, something caught her attention. Floating before her was a red balloon, slowly drifting away from the pony.

"Follow... Me..." A voice whispered.

"Hello?" She responded, rather panicky.

Startled, the pink pony examined her site, expecting to see somepony... or someone near her. Despite the whisper sounding close, no one was around her, nothing but the bright, red balloon that lightly drifted in front of her. The moment her eyes targeted the balloon once more, the whisper slipped into her sense of hearing yet again.

"Follow... Me..."

Pinkie Pie simply blinked as the balloon slowly began to depart, trying to lead her.

"Are you talking to me?" She questioned, tilting her head. "Do you know where my friends are?"

"Follow... Me..."

Confused, Pinkie Pie was desperate for answers, wanting to know who was whispering to her and how along with where the balloon came from, however, she couldn't help but bring a smile towards joyful party decoration. It continued to float away from her. Like a moth to a flame, she was absorbed by the balloon, following it through the fog. Her confidence began to steadily rise as the balloon guided her.

For a while, she continued to follow the balloon through the silver mist, it was at this point she began to question what she was doing, however, a spark of hope ignited within her heart the moment she heard a voice, no, she heard multiple voices. Not a second thought was needed, she recognised the voices as her friends. Twilight, Fluttershy, Applejack, Rarity and Rainbow Dash. She could hear them talking and laughing. The balloon had guided her to her friends. In the distance, her eyes managed to penetrate through the mist and witness her friends all grouped up. Never before had she felt relieved and joy mix together.

Pinkie Pie wanted to scream with joy and hug each and every one of them, but she contained herself,

"Oh, thank you, my balloon friend!" Pinkie Pie thanked, bouncing over to her friends.

As she progressed, hopping over to them like a rabbit, she greeted them with the voice of jubilation.

"Hi girls!"

Instantly, her setting dashed by in a blur and before she could grasp what was happening, her body made contact with the ground. Everything went by so fast that she couldn't even produce a scream or yelp. Her body felt suspended, not by pain, but by shock as it was unexpected for the pink pony. Luckily, she wasn't hurt, however, the impact caused her heart to race; beating rapidly as she tripped. Not a single word came out of her mouth, even if she had spoken, the sound of laughter would have cut her off. Her head elevated, looking up at her friends tower over her while laughing. This wasn't the type of laughter she would expect from her friends... They were laughing at her.

Twilight, Rarity, Applejack, Rainbow Dash and even Fluttershy... They all laughed at her as she tripped. Already, Pinkie Pie shot herself up from the ground like a flare, presenting her facial expression as downhearted as well as appalled.

"What gives?" Pinkie Pie asked, her voice sounding hurt.

"What's the matter, Pinkie Pie?" Rainbow Dash asked through tears of laughter. "I thought you always wanted to make us laugh?"

"Well, yeah... but..." Her words trembled. "You're laughing at me..."

Twilight responded with laughter yet again, "That's no different!"

Pinkie Pie merely tilted her head in response, looking unclear while trying to process what her friend had just said.

Rarity continued to laugh, "We laugh at you all the time, Pinkie! You didn't seriously think you were funny, did you?"

"Wha... What?" The pink pony said, her heart wrapped in layers of sadness.

"Are ya deaf?" Applejack asked. "Ya not funny, you just make a fool of yourself all the time, not our fault if we can't help but laugh at ya immaturity."

"If anything, you've grown more annoying since the day we met you," Rainbow Dash commented, looking ignorant towards Pinkie's feelings.

"How... How could you say that?" Pinkie Pie sniffled, wanting to burst into tears.

"Becuase it's the truth," Twilight told, oblivious towards her feelings.

"Honestly speaking," Rarity came forward. "I would prefer that toothless alligator over you."

"I'm sorry, Pinkie," Fluttershy apologised. "But you really don't know when to be quiet and... It does get annoying..."

"I mean, the way you go on is absolutely infuriating. How do you expect to gain friends when you're constantly aggravating those around you?" Twilight questioned.

"But... But we're fr- friends..." Pinkie Pie reminded.

"Friends?!" Rainbow Dash scoffed then bursting into laughter once more. "Who'd want to be friends with a freak like you?"

Once more, everypony burst into laughter, tearing up. Pinkie Pie just observed her friends laughing at her. It was cruel, booming and painful to hear as they continued to snicker at her. Their smirking became a taunt, their laughing roughened her ears and her heart felt like it was being massacred.

"Stop... Stop laughing at me!" Pinkie screamed, tearing up.

It continued to erupt her ears thick and fast, causing her to fall to the ground and cover them as she pleaded them to stop, however, the laughing got louder and more was heard. All the ponies she made laugh in the past came back to haunt her, laughing at her misery.

"STOP!" She cried.

Laughing and insults were heard which continued to poke fun at the depressed pony.

"Annoying!"

"Stupid!"

"Fool!"

"Dimwit!"

"Useless!"

"STOP IT!" Pinkie Pie screamed, covering her ears as her teeth clenched together.

Alternating, the fog around her began to thicken, transforming into hard, heavy walls that boxed her in. She was trapped inside a box, there was no exit; the walls prevented her escape. Left and right, up and down, faces formed into the boring walls around her. Their eyes were wide and black, their pupils were white as snow and like daggers, stabbing into her as she remained still. With great horror, the faces produced a wide smile towards Pinkie Pie, gritting their crooked teeth. Slowly recovering from what she had just endured, she finally observed the doorless and windowless room she was trapped in.

The faces screamed at her with laughter, the sound was unpleasant, disgusting and traumatic. Pinkie Pie began to crumble down into fear as she desperately looked for a way out, but only the repellent faces were present, resuming their high-pitched laughs that mocked her. Laughter, insults and chanting barged into her eardrums as she helplessly looked around for an exit, crying in pain.

"Stop laughing at me!" She screamed.

Ignoring her cries, the entertained and abhorrent faces continued their laughing, the ringing noise of torment dawdled within her mind. Without warning, the confined room she was placed within began to grow smaller, the walls along with the ceiling pushed themselves towards her; closing in on her. The discomforting faces continued to laugh at her desperation as she tried to push herself against the moving walls. As they motioned closer, Pinkie Pie felt cramped with the laughs now breathing down on her.

Her tears burst forth like a rapid stream, dripping from her face as she screamed from dread.

"HELP!"

Her distressed scream echoed as silence suddenly fell upon her. Fluttering, her eyes opened with caution as to what was going on, she dried the remaining tears that idled within her eyes. Furthermore, the faces that mocked her had faded from the walls, no longer were they laughing, no longer were they present. Pinkie Pie was in a lifeless room, however, she felt something that she hadn't felt before. A breeze.

Not processing a single thought, Pinkie Pie felt something tight around her stomach; something gripping her. Tied around her was an itchy and strong rope. Quickly, she looked up to uncover that the ceiling had vanished which left her exposed to the lifeless fog running through the air. However, that's not what caught her attention. Peering down at her was a disgusting, abhorrent face with stitches sewed into his mouth. Worryingly, the rope that was tied around her stomach was being held by the colossal version of Fright that towered over her. His fingers began to pull the rope which caused the pink pony to elevate into the air and bringing her up close, face to face with the hooded figure. Everything disgusting about his remnant face was visible, it burned her eyes.

Overflowing with anxiety, her body began to shake like an earthquake as his demented and crazed voice crawled delivered dread. Her scared expression fed him with satisfaction.

"You seem troubled, Pinkie..." Fright spoke. "I thought laughter was the best medicine..."

Through her constant shuddering, Pinkie Pie stammered, "Pl- Please... N- No more..."

Agonized and agitated, her head lowered down to see an endless abyss that echoed laughter of mockery and endless torment, the worst of it was that she could hear the laughing of her friends, family, the ones that she had cheered for and comforted. Her worries forced her to look back up at the colossal sized devil, begging for this nightmare to stop.

"Please!" She sobbed, her tears drenching her own fur. "I don't want to be made fun of anymore! I don't want to hear laughter again! I want to be alone!"

"Here I thought you cherish laughter... It appears I was wrong..."

Fright disregarded her cries and snapped the rope that held her, his cold, grey eyes following her as she descended rapidly into the abyss of insanity, where crazed laughter would break her mind piece by piece. The pink mare screamed in terror as she fell into the void with the teasing and taunting laughter becoming louder by the each second ticking away, her cries grew stronger until everything went black... No light... But the laughter slowly dampened as Fright's quiet and foul voice spoke.

"Your mind will deteriorate to the sweet sound of laughter..."

Chapter 25 - Fluttering Fears

Fear shined over her like sunlight, however, it wasn't heavenly nor was it pleasant, it felt more unnatural. The steps she took felt light, failing to accomplish any sound as she moved. Her presence was silent as the fog clouded her path; dimming her trail. The mare continued to move as her body shuddered in trepidation; violently shaking through the mist that would expand her world of terror and nightmares.

Unsteady, weak and light-headed, Fluttershy observed her surroundings frantically, her head twisting from left to right as an anxious expression grew clear on her face. Her doubts were heavy, weighing her down like an anvil. Despite the current state that she was in, the fog's illusions had not performed any tricks. Her confidence drained and she hesitated to move, she was making herself scared while heavily doubting her abilities.

"I... I can't do this..." Fluttershy's fragile and soft voice spoke, sounding agitated. "I can't do this..."

Her thoughts began to question her inability to carry on through the fog. Why must there be a voice that questions her courage; to make her hesitate, why can't she remain confident like her friends? Only now did she begin to realise that the decision she made was stupid, running off into the mist without telling Pinkie Pie or Rarity anything. Fluttershy grew sick to the negative thoughts that dawdled in her mind.

"Oh... Poor Rarity and Pinkie Pie." She sulked. "I knew I should have just stayed with them."

Being there for her friends put Fluttershy in a spot of negativity, she wanted to help Rainbow Dash and the others deal with this breakout, but now she just felt like a fool for barging into the fog alone. She chose to recollect her memories; her past adventures and the deeper she dug into her memories, her confidence steadily rose. Stopping Nightmare Moon, reforming Discord, saving an empire, saving her friends from a dragon, this fog of illusions was nothing compared to them. Her uncertainty no longer blocked her progress.

"No! I can do this," Fluttershy said to herself, washing away her negative thoughts and hesitation. "I can do this... I can do this!" She brightened up with determination.

Confident, she marched onwards, deeper into the fog. Nothing stood in her way, however, something caught her off guard, it didn't frighten or alarm her. Fluttershy's eyes could help but target a butterfly hovering in front of her path. Gracefully, it lingered around her until finally, she raised her hoof and landed it ever so delicately. The butterfly's wings were patterned with the colours red and orange, sticking out from the silver mist, expressing its colours.

Her mind felt unbalanced; confusion taking over her mind. Out of the blue, a butterfly happened to have come into her path and make contact with her. What was a butterfly doing in a miserable fog like this? What was doing anywhere near a prison filled with monsters? Somehow, the presence of animals, bugs and insects always soothed her; calming her from the storms of worriment.

"Hi there." She gently greeted the insect on her raised hoof. "You shouldn't be in a scary place like this. I'm sure those sick brutes would take pleasure in harming defenceless insects like you."

She couldn't help but turn right to see a unit of five butterflies nimbly fluttering their wings towards her, they each carried the same colourful patterns on their wings, red and orange, their warm, prepossessing colours reminded her of the sun setting after a nice day. She couldn't help but produce a smile, seeing the dainty creatures hover towards her.

"Are these your friends? You all look very pretty," Fluttershy admired.

As the butterflies gracefully flew around her with tranquillity, she couldn't help but feel immersed by the wings, they didn't look natural, instead, they appeared sharp. Her attention focused back at the majestic insect on her hoof, she was absorbed the wings, however, something began to grow. The colours of red and orange were still visible, but darkness began to wash over, forming an unnerving face that looked like it was screaming at her.

Dazed by the butterfly's wings, Fluttershy couldn't help but feel a little intimidated but fascinated as well. Never in her life had she encountered an insect to form different colours, this must have been used to scare off predators she thought.

With her hoof still risen, the insect directly launched itself at Fluttershy's face, it's wing grazing her cheek. It was very unlikely for her to flinch to the movement of bugs and insects when they crawled over her, but something was different. After the butterfly making contact with her cheek, she felt a cut that began to slightly burn her with pain.

"Uh..." Fluttershy began to tremble; intensely shaking. "Ow..."

Not knowing how to present her feelings towards the butterflies, she saw their wings as a sign of danger. She considered it an accident and decided to leave the group of insects to fly off, however, they followed her.

"You best leave this place," Fluttershy warned. "It's dangerous." She couldn't help but feel afraid of them as they possessed such sharp wings to hurt her.

Without care, they ignored her warning and launched themselves at her. Fluttershy blared in fear and pain as their sharp, pointed wings pierce her wings, legs and body. They began to swarm around her as she struggled to back away, the wounds they produced cut deep and deeper with each slash. Swiftly, they repeated their attack over and over, now Fluttershy was overcome with pain; her wounds irritating her body as she broke down onto the ground, screaming and crying in agony. Her hooves collapsed over her head as she hid from the world, however, her pain continued. Tears coursed down her cheeks as she cried in pain, not wanting to move. No... She was too afraid to move, inviting the pain to overwhelm her.

"Stop..." Her cries failed to reason with them.

The pain continued, the sharp wings deeply scratching her which rose her annoyance and pain.

"Stop..." She repeated, her tears rolling down her face.

She had the ability to communicate with animals, bugs, insects and creatures, they proved to be ignorant.

"Stop!" She screamed, rising from the ground.

Despite the terror that she was placed in and the fact that she wanted to run, her body halted. The butterflies were gone; simply faded away from her sight. Her hooves, legs, body, wings, face, she was covered in cuts that burned her, she held her tail and softly cried into it like a pillow. Her cries were silent, however, she would occasionally construct a sniffle, she was traumatised by what had happened and wished for comfort, she hated being alone. Negativity and doubts consumed her yet again, she had no idea what she was doing.

Furthermore, she resumed crying into her tail, frightened to move on. However, through her tears, she caught a glimpse of two green eyes, they illuminated through the fog. Fluttershy only felt fear, but soon would transform into surprise. Finally, the glowing green eyes forged closer towards her, revealing a familiar face.

She sniffled through her tears, startled. "Sp... Spike?"

His eyes resumed to illuminate green; glowing brightly to the point where his pupils were hidden. Immediately, Fluttershy knew something unusual about Spike other than his burning green eyes, he was walking on all fours, he even produced a growl while presenting his razor-sharp teeth.

"Spike? It's me... It's me, Fluttershy!" She spoke, wiping away her tears and doing the best to ignore her cuts.

Spike didn't bother answering, instead, he continued to growl, advancing closer towards the pegasus who remained surprised as well. Fluttershy was overwhelmed with bewilderment, to see her tortured friend here, but looking quite fierce by his movement.

"Spike?" She whimpered.

Finally, the dragon stood up on his two legs, his claws scraping his head in what appeared to be in anger and pain as he howled. Frightfully, his claws sharpened as well as his tail, the dragon's body produced terrifying wings as he began to grow rapidly. His appearance was no longer from the form of a baby dragon, he looked nightmarish, grown and vicious as his eyes burned with malice.

Overwhelmed by his sudden change in appearance, Fluttershy just stared into his eyes, showing nothing but fear. This fully grown, terrifying dragon blasted a roar in front of her, his mouth being ignited in flames.

"Spike... Spike! It's me!" Fluttershy cried, backing away from the nightmarish dragon.

Furiously, the dragon exhaled fire; shooting flames directly at her. In response, Fluttershy cowered behind her hooves, too scared to move once again. Even though the fire was directly targeted towards her, she was left unscathed, the pain did not come across her mind; she wasn't hurt. All the flames did was picture her surroundings differently, the fog was still recognised, however, the land around her was barren. Encircling her were numerous dragons, roaring and viciously growling at her. Bones and dust scattered the land like a battlefield, a sign of death and sadness had fallen upon this land.

Impotent and afraid, she didn't move an inch. Her mind was commanding her to run, but her fears blocked the signal. Surprisingly, the dragons didn't attack, however, one spat fire in front of her which caused the Pegasus to fall back; retreat until a cold, rough surface connected with her back.

Behind her was an ancient, deserted, dead-looking tree. It was grey and devoid of any life and beauty, but that's not what caught her attention. There were five weak branches with five nooses tied to them. Hanging there were her five friends.

Twilight...

Pinkie Pie...

Rainbow Dash...

Rarity...

Applejack...

They were all hanging on each branch, dangling as they hung there from the ropes. Thier bodies were lifeless; vacant; not inhabited by a single soul. Her wall of emotions came crumbling down, the tears punched her eyes as she formed a frightened expression. Her scream was silent, only now she found a way to ignore the dragons watching her, another fear is what blocked them away from her worries. Ongoing, her tears brimmed her eyes as she stared at the corpses of her friends.

Inside, her heart almost stopped beating, the bones within turned cold like a statue. The sound of her desolate sobs carried on until her eyes firmly locked shut for a second, she was in for surprise.

Forthwith, the moment the Pegasus' eyes opened, the withered tree had departed; ceasing to exist. However, her friends still hung in the air like a pendant. Somehow, even though she cried a river of misery while mourning the loss of her friends, she located the dauntlessness within her system. The grieving mare raised her head upwards to realise the branches took the form of fraudulent fingers as the ropes tied around the tips of the fingers.

Furthermore, Fluttershy's sight followed upwards to see a colossal form of Fright glancing down at her, his hand that contained her deceased, hanging friends lifted away while the other held them into his palm, grinding them into dust, nothing more, nothing less.

"You're too easy." He insulted.

As the remnants of her friends crumbled down before her, all that was left was a puddle of dust.

"You're frightened of everything, when you're not kind you're paranoid," Fright mocked.

Fluttershy began to back away from the enemy she feared most, his detestable and disgusting face looking down at her as his eyes dripped terror.

"You're afraid of dragons, changelings, monsters, losing your ability to communicate with your friends, heights, losing your friends, death. But you fear me the most, don't you?" His words harshened. "You hold back your friends because you're a coward; a pessimistic mare who constantly fails to defeat her doubts."

She failed to produce words, her tongue felt knotted caused by anxiety.

"You failed to stop me in Manehatten, you could have turned the tide of this conflict and rescued Spike, but you couldn't. Unlike your friends, you give into fear more easily, you allow it to take over rather than fighting it because even then, you're too scared to overcome it. You do nothing but disappoint and stagger your friends' progress, they don't need you."

"Please... Stop..." She cried.

His hands crawled closer to her like spiders, resting them as he continued to break her.

"You know this is the truth, you entered this realm of nightmares just to prove a point to all of them because you know they look down on you. At the end of the day, you're not fighting me, you're fighting yourself. You failed to trial your terrors and now, it's time to suffer." Fright indicated.

Upon hearing his signal, the dead-looking dragons breathed ink-black flames that consumed the Pegasus which enthralled her instantly. Strangely, Fluttershy wasn't burning, she was being transported to another location; another nightmare, one where she didn't have to experience it alone. Fright's tormented words twisted Fluttershy's mind, weakening her confidence. Needless to say, she was still crying, being branded as a burden and a coward. She couldn't argue, she knew what she was...

"I know your fears, doubts and struggles. They plague you and soon you will crumble into the hands of horror..."

Author's Note

Now I know I said I was going to try and bring out two chapters a month with the whole "fear world" segments going on through this story, but in all honesty, I've been having some trouble with chapter 26. I'm not posting this on a hiatus, it's just a little trouble I'm having with writing that particular chapter so I'll do my best to bring it out as soon as possible. Again, not rushing it, just being careful.

Thanks for reading!

Chapter 26 - Actions and Consequences

Author's Note

Hi everyone! This chapter was really fun to write, but looking at it now, it may be confusing to read. Within this chapter are presented two versions of Celestia (The real one and one of them is a hallucination). So the real Celestia will be written in a normal font and the alternate on will be written in the Italic font like this: Celestia. Thanks for reading this small piece of information, I just didn't want to get you people confused with what was going on within this chapter. Thanks for reading!

Chapter 26 - Actions and Consequences

"Tyrant..." The wind whispered...

She gained no pleasure from waking up to the sudden sound of shrieking, her senses felt contorted; twisted and out of shape, the unexpecting sounds almost gave her a heart attack. Celestia's surroundings were made blurry by the fog, the power the mist possessed cruised through the roots of her brain, sailing through until it would eventually burst into madness. Within seconds of realising that she had blacked out, the alicorn quickly rose from the ground and observed her surroundings, her eyes piercing through the fog.

The removal of Twilight, Applejack and Rainbow Dash had troubled her greatly, the fact that they were scattered could bring chaos. Concerned for the safety of her subjects, the princess called out to them, hoping that her voice would at least guide someone towards her, but it was hopeless, no one responded. Oddly enough, Princess Celestia had always found silence comforting, but now, it was frightening. It felt like a constant reminder, telling her she was alone.

With each step taken, the Princess of the Sun wandered through the fog. There was no path she was following, where she was walking was unknown, however, there had to be something more than just fog. The more she travelled, the more time dissolved; passing away like life itself. Thinking felt like her head was being bashed by an anvil, it was as if something was trying to prevent her from remembering the past, although the suffering continued to mangle with her mind, she remembered her objective; her mission.

Finally, after mindlessly roving through the disorienting fog, Princess Celestia stumbled upon something that flummoxed her. Blocking her unknown destination was a statue. A statue of her. It was white and the positioning of it made her look rather valiant and graceful, however, this image was ruined as it was vandalised with chains wrapping around the statue's wings as well as her hooves. In bright red, a word was sprayed over the statue's chest, insulting and demonizing her.

Tyrant...

Bothering her, she had to question what was going on.

"What is this..." Celestia spoke, baffled.

"Isn't it obvious?"

Celestia heard the diabolical, but reticent voice scrabble towards her. Not another thought was needed. Immediately, the alicorn twisted away from the defaced statue and quickly emitted a beam that would send her foe immobilized. Everything was so quick, the moment her spell had made contact with Fright shocked her. It didn't disable his movement, it took off his head. There he was standing, a headless Fright not moving, lifeless, but somehow still standing.

Crammed with shock and ailment with the headless monster in front of her, she was mainly hacked with dread. It wasn't her intention to behead him, nor was it to kill him in any way, it just happened by accident. She was only trying to apprehend him; to stun him.

"I... I..." Celestia stammered, her eyes glued to the headless enemy.

Bizarrely, he began to move, hobbling towards her in a disturbing way. Almost robotically, his left hand elevated to where his head formerly was. Crawly, his fingers began to shift, trying to grasp his removed head. The image was sickening, the fact that something lifeless was still moving like a puppet. However, once his hand dropped down to his side and stopped moving, black liquid began to connect like webs where his head was, then it was wrapped back up in rags and stitches. When the transformation was complete, Celestia recognised Fright's face but wasn't quite complete. Although his facial structure was recognisable and had been concluded, it was upside down.

Once again, his hand gripped the top of his head to where his jaw would be, then he broke it back into place, screwing and tightening the whole of his head back to the way it was before he was 'immobilized'. Shrilling cracks of his reformation wiped the silence, all while Celestia watched in revulsion. In the end, the structure of his head finally restored and he gave a rather haunting look towards the princess, despite his facial expression being emotionless.

After the reconstruction of the damage inflicted upon him, he continued, "Do I scare you..."

Shaking out of her paralyzed state, Celestia snapped, "Enough of this frivolous ordeal. Where are the others?!"

"They're going through the same trials as you are... However, I'm simply breaking down this terror to offer a better perspective on your fears." He informed.

"A better perspective on my fears," Celestia repeated with confusion. "Your fog is nothing but a tainted spell, I've been through worse."

Erupting from the ground, chains and barbwire shot at her horn, legs and wings, restricting her movement; limiting her freedom. Producing a scream of pain and discomfort, Celestia struggled to break free from the biting, metal bonds that gnawed at her. It was odd to see a princess; a powerful alicorn squirm, trying to break free from her mental prison.

"Of course you have," Fright tormented, his withered, disfigured fingers grazing her face. "Which is why you're going to relive those moments of terror."

For a moment, Celestia's heart skipped a beat, it felt like her stomach gnarled.

"What?!" She exclaimed.

"Since the moment you became a princess, you've feared of making mistakes, failures that would define you as an unacceptable ruler. You've made plenty of horrifying errors, some that you don't even recollect. But do not fret, fear will show you."

Within a second, Fright faded from Celestia's sight the moment she felt a breath of wind glide by. Her eyesight blurred, her current location ripped apart. Alone, the princess floated through a dark void, an ocean of darkness is all that she could see, nothing but blackness filled her vision. That was until she noticed the ground being painted. Finally, her surroundings grew colour, presenting detail that would tell her where she was now. The firm chains remained strong, continuing holding her to the point where she couldn't move.

"I know this place..." Celestia whispered to herself.

It was her castle, her first castle. Before the Everfree Forest enthralled her home, she forgot how fine and intimate it really was. Her inspection was brought to a sudden stop when she heard a yell located from behind a throne, her sister's throne.

"Not another step."

"Luna?"

The moment she said her sister's name, she thought an echo had travelled across the room, but to her right was... Herself; A younger version of Celestia. Finally, she pieced it all together. She was reliving her moments of terror just like Fright said and this was one she couldn't stand to be in. The way she had been positioned into this event made it look she was watching a play, whenever she tried to break free from the chains they would only tighten.

"Did you really expect me to sit idly by while they all basked in your precious light!"

Looking back at her memories, she could hear the pain within her sister's shouting. Luna's anger was like a field full of landmines, her fury detonating what was left of her former self before the nightmares took her down into a descent of madness. Simply put, Celestia couldn't stand to witness this failure of her's, forever changing who she was.

"There can only be one princess in Equestria," Luna apprised her elder sister, marching to the centre of both thrones. "And that princess... Will be me!"

Heavily, both her hooves crashed down onto the ground, the path towards both thrones crumbled and broke down. Dying into nothingness, the Princess of the Night's eyes were engulfed in a luminous light; endlessly gleaming. Behind the angered princess, the wall fractured, the extreme cracking of her darkness ascended upwards to a window, shattering which allowed the sun to shine through but not for long.

Upwards, Luna drifted just in front of the broken gap behind her, her magic taking over the moon, shifting its position in front of the sun, blocking the gleaming and wondrous light until darkness took over. The shadows crept onto Princess Luna as she welcomed the heinous thoughts that took over, being enthralled by dark smoke that consumed her.

Unsettling, the darkness moulded into a sphere, cloaking any evidence of Luna being in there. Vibrant and frightening, the pulsating orb stained red and orange, quickly being washed over by the colours black and blue. Finally, the orb burst and took the form of an alicorn, an alicorn that her sister feared to see again.

With the scene darkened and smoke coasting the castle, an abrupt, menacing laugh flared up the room. Luna took form into the dreaded Nightmare Moon, her teeth sharpening along with her size growing to the same as Celestia. The younger version of Celestia was stunned as well as angered to her sister betray like this, however, the Celestia that was witnessing her fears was horrified, knowing what was to come next. She tried desperately to break free from her chains, but once again, they all tightened and continued to restrict her.

Nightmare Moon fired a beam upwards, causing parts of the ceiling to collapse down onto the throne room's ground. Focusing on Celestia, she fired at her. Swiftly, the princess evaded and landed back onto the floor, trying to reason with her corrupt sister.

"Luna, I will not fight you," Celestia spoke. "You must lower the moon, it is your duty!" She reminded.

Nightmare Moon snarled, "Luna... I am Nightmare Moon! I have but one royal duty now... To destroy you!"

Once again, Nightmare Moon fired upon her sister, causing Celestia to fly from the castle.

"And where do you think you're going?" Nightmare Moon growled, taking flight.

Both younger versions of the sisters fled from the castle, leaving the trapped, frightened Celestia who was hallucinating all of this alone. Beaten with terror and filled with annoyance, she focused her power to break free. Despite the chains' stubbornness, they eventually broke, clicking apart, her freedom no longer barred. The moment she tried to evade from the scene to escape the failure that changed her, the world around her blurred and she was brought to another part of the castle.

"What?!" Celestia said, baffled.

Suddenly, a scream of distress rattled her ears when she saw her younger self, crashing down onto the ground. This was it, the path that she would ignorantly choose. Vines consumed her hooves, enthralling them and once again, trapping her. Once the past version of Celestia recovered, she spoke.

"Oh dear sister, I am sorry. But you have given me no choice, but to use these."

Quaking, the floor before her opened up, revealing the resting places for the items that were known as the Elements of Harmony. They all floated towards her, aiding Celestia in a final attempt to put an end to Nightmare Moon's tyranny. After gathering the elements, Celestia shot up into the air where she would put an end to Nightmare Moon's protest. The Princess of the Sun was glowing bright, objecting Nightmare Moon's path to eternal night.

The corrupted night that tainted the day surrounded them as both past versions of them continued to fire at each other. With the elements' assistance, Nightmare Moon was easily overcome by the power of Harmony.

"No!" Nightmare Moon screamed.

The corrupted alicorn was blasted back towards the moon where she would lie dormant for a thousand years. Watching her past self perform such an extreme act disgusted her, she was disgusted with herself. For a thousand years Luna was confined into the moon, alone and isolated from Equestria.

At this point, both Celestia's were silently crying.

"I... I thought it was for the best at the time..." Celestia uttered through her own tears. "I was only trying to defend Equestria from eternal night."

"Your reasoning didn't last long..." The other Celestia spoke, slowly decaying into Fright. "You sent her to the moon to rot for a thousand years. You could have handled the situation in many ways, but you were afraid and resorted into the only exception that would keep you safe. Equestria sees you as a hero for this act, but deep down, you know you were a coward. Your sister's temper and motives gave you a reason to be afraid and this is what forced you into a new world; a world of fear."

"SILENCE!" Celestia roared, angered with the constant mocking and taunting Fright presented.

All of a sudden, the castle along with Fright faded and Celestia had been pictured into a new past mistake. She was once again in a throne room but in Canterlot. Before her, she could see Twilight, along with her friends and herself again. Everypony looked shocked as well as disappointed.

"Twili-" Celestia was cut off.

"Come on y'all, let's go check on the princess," Applejack said.

This was it, another act that deemed her as an unfit ruler, but also a horrible teacher. This was Canterlot's wedding, the day of the changeling invasion, the day everypony turned their back on Twilight.

The five ponies didn't bother to acknowledge Twilight's presence, they merely walked by her as if she didn't exist. Their faces each told a story of betrayal and disappointment, however, Spike simply looked worried as he grouped other with the girls. The fact that they turned their back on her friend so quick was rather damaging to watch for Celestia, but it became worse.

"I was-"

"You have a lot to think about," Celestia shunned, not bothering to even look at her.

Twilight's facial expressions presented many things relating to sadness. Her mouth hung open in dismay, hurt by the fact that her own teacher and princess had turned away from her in this time of need, even her eyes told a story of sorrow. Not only did she feel betrayed by her friends, she felt like she had betrayed herself and as did Celestia, watching in melancholy for leaving her pupil to wallow in depression.

Simply, Fright walked beside the depressed alicorn, his words beginning to twinge her ears.

"Her friends were quick to abandon her for a princess they barely knew, and as for you... You couldn't make time to believe your own protégé; the one that foretold Nightmare Moon's return and you still chose to neglect the information she withheld to protect Canterlot. She warned you of the imposter, the queen that manipulated her own brother. In the end, she was right, and you as a ruler failed to listen to your prized pupil."

"I've had enough!" Celestia couldn't find the courage to even look at him.

"No... You haven't," Fright told.

Quickly, the scene changed and presented both Celestia and Chrysalis in a standoff, bright beams illuminated the room. There onwards, in an act of terror, Celestia had fallen, Chrysalis was triumphant against the Princess of Equestria. The worried gasps filled the room as Chrysalis stood victorious over the conquered princess. Quickly, the six ponies assembled over Celestia's damaged, body.

She murmured, "The Elements of Harmony..." Celestia's exhausted voice transformed into a commanding tone. "You must get to them, and use their power to defeat the queen!"

From there onwards, the six ponies grew confident, taking off to retrieve the Elements of Harmony just as Celestia commanded.

"And just like that, you fell... You failed to protect your subjects from Chrysalis and then you placed all that responsibility on Twilight. It was up to her to save you and Canterlot from fear, you succumbed to the terror that awaited instead of aiding your student," Fright drawled.

"Chrysalis... She was powerful," Celestia whispered in defeat.

"Or you're just weak." He insulted.

Growing agitated and irked, Celestia glowered face to face with Fright, "Enough of this petty analysis. I have made many sacrifices to keep Equestria safe, some have been deemed acceptable and some have been considered the worst mistakes of my life, but I have done everything in my power to keep Equestria safe and I don't need to be reminded of the mistakes and failures I've made by a fiend who experimented on his own friends just to yield better results for his fear spells."

"And who pushed me to that edge?" Fright asked rhetorically.

The sudden guilt that lingered seeped into her blood, numbing her brain as her mouth became sealed. Drained, the princess felt consumed by a void; her emotions becoming empty every second she lived this psychotic ordeal. It wasn't right for her to feel the beating of his words peel back the layers of her mind. She knew what was to come next, the next horror awaited her vision.

Outside Equestria, in a world she had no control over, in all her life, Princess Celestia had never felt so powerless. Her voice lowered, whispering as her eyes sealed shut.

"Please... Don't..."

As if her pleading would change the outcome, their location shifted as expected. No longer were they in the Canterlot castle, instead, they went back to the remnants of both their pasts, her fears boiling down to the opening of what drove her once resilient, sane student into a corrupt, insane monster. Every remnant of the past was beginning to wither away Celestia's confidence as ruler.

Around them were shattered glass, destroyed books, equipment that would benefit the safety of Equestria if had not all been destroyed by the Princess of the Sun. Dark and wretched, the lab was defined gloomy with the destruction of his research being scattered into pieces around the room. Lifeless, a unicorn was placed in the middle of the littered room, absorbing the disaster and destruction that set his mind into a broken state, a taste for vengeance.

"How perceptive of you to put a stop to my work," Fright mocked, his low and creepy voice beginning to echo around the tormented alicorn. "You see me as a monster, but you forced me into madness... You and I are no strangers to terror, but yet, there is a difference... You are a monster, but no one is afraid of you. You're a coward."

Frustration and anger now consuming her, Celestia clamped her teeth against each other, shouting, "I am no coward, nor am I an addict to terror like you!"

Despite her shouting, his satisfaction grew knowing that she was on verge of breaking.

"Is that so?" He questioned.

Once again, their location changed. As their surroundings developed, screens appeared from left to right, showing every bit of horror Celestia had committed. From Luna's banishment, Discord's imprisonment, Sombra's expulsion and Tirek's capture, Celestia would consider these more to be good deeds considering she kept Equestria safe, although her sister's imprisonment on the moon would be the only thing she would consider a mistake.

"What is this?" Celestia said, sounding surprised and looking aghast.

Forming and mixing, the dim clouds above revealed Fright's nauseating, fake face, the unknown, black liquid dripping from the seams that kept his terrifying mask of a face together.

"You say you're not an addict to terror, yet you have always resulted in making your enemies endure a miserable fate." He reported.

Celestia's attention turned back to witness the screens that absorbed her into the harshness of reality. Watching Luna/Nightmare Moon being blasted into the moon and confined there for a thousand years was something she never had the pleasure of watching. Although he was hard to reason with, seeing Discord turn into stone was sad, a creature's life put on a halt just by playing with his powers instead of reforming him, to begin with... Even then, he was set up in her garden. Just because he became a statue, it felt like she treated him more of a trophy towards her victory instead of realising that he was a prisoner in his own body. Corrupted by darkness and hate, she couldn't remember trying to reason with King Sombra all that well, but she remembered clearly of turning him into a shadow and banishing him to the ice of the Arctic North.

"I tried reasoning with my enemies and they were the first to resort to violence, harming my subjects!" Celestia argued with the fear-inducing version of Fright.

"And in return, you harmed them. Physically, mentally and emotionally. You're not the gracious princess you think you are, you're a tyrant."

"I did everything I could to keep Equestria safe!" Celestia roared.

"And thus begins the endless cycle; an infinite loop that will always keep your precious land threatened by some outcast; a mentally ill sinner, all because you didn't know how to help them." The more he talked, the more his whispering repeated around Celestia's drained body.

"Sinners like Chrysalis and Tirek are beyond help, they take pleasure in seeing others hurt, that powers them! You expect me to sit by and watch them continue to cause havoc?!" Celestia quarrel, narrowing her eyes in frustration.

"As a princess, I expect you to assist the sick minded. The reason why Chrysalis and Tirek are beyond your help is that you're afraid to deal with them, they scare you and you think they deserve to be locked in a cage much like the nightmares that kept you up at night when you were a scared filly."

"But... But they've harmed-"

Not giving her a chance to speak, Fright continued:

"Both of them thrive through supremacy. One was born to feed off others and the other was betrayed by his brother. Your sympathy doesn't leak towards them because you consider them as monsters like you do with me."

Chrysalis and Tirek were something else, as far as she could remember, they were born evil. But seeing how the changelings needed love to survive and how she never bothered with helping a vicious species in need was considered ignorant. As for Tirek, he deserved to be locked up in Tartarus for his crimes, but he has been there for so long that she had forgotten about his existence.

"But your heinous victories aren't the only act of terror you've managed demonstrate throughout your delicate life," Fright spoke.

Abruptly, the screens that surrounded the ailing alicorn altered, switching to show multiple acts of manipulation and mistreatment towards Twilight Sparkle. It was at this moment, Princess Celestia was losing her edge; becoming irritated by the second. They showed Twilight doing countless tasks, saving the Crystal Empire, stopping Discord and Nightmare Moon...

"What is this?!"

"You already know..." Fright paused.

Failing to understand him, the princess remained silent, not giving in towards his views on terror.

He continued, "From the very beginning, you have used Twilight Sparkle as a pet; a guard dog. She has kept you safe, she has done your bidding like the servant she is. The Princess of Friendship has been your soldier rather than your student, and despite her victories, you have always bested her when it comes to recognition."

"I don't use her..."She growled.

Once again, Celestia's heart began to pump with hatred whenever someone told her she manipulative towards her student.

"You're right... You don't use her... You control her," Fright told. "You control everypony in Equestria, they are willing to die for you while you sit in your beloved throne and cower. You have the power to fight back, but there is one thing that prevents you... Fear. That is why you resort to your way of 'justice' because it keeps you safe. We both know it's terror. You can convince yourself that you reformed Discord, but in the end, it was that paranoid pegasus who dealt with him. Dealing with anxiety and paranoia, who would have thought you'd place all that pressure and stress onto Fluttershy to change the ways of a chaotic God..."

He resumed his mockery, "When the day comes, Twilight Sparkle will become exactly like you. You maddened your sister just like Twilight maddened Spike, she's following in your steps... Wait until the world despises her, wait until she is a target by your enemies. Once the breakout is complete, you will know true fear and you will know where it all went wrong. Those who follow you, worship you, protect you... They will suffer just to keep you safe. You say friendship is the way to solve complications, yet you've made more enemies than friends. They're waiting to be released and I will gladly set them free."

"ENOUGH!" Celestia shouted, but soon her frustration and anger were overcome by worriment.

"No!"

Within a heartbeat, the monitors that presented Celestia's memories of manipulation and treachery shattered and Fright's mouth broke loose, his jaw stretching as an eerie, whispered scream breathed down her. Blurring, her vision went dark as if a blackout had occurred. With her mind supplying her thoughts with uneasiness, Celestia tried to look around the void that blocked her sight, the only thing she could hear was her own erratic breathing and her heart banging against her chest.

As darkness accompanied her, Celestia felt like she was drifting through space, alone with her thoughts until a spotlight bled into the darkness, turning on like a lamp. With the radiant light shining before her, there lied an alicorn on the ground, her back facing towards the princess. Upon examing the alicorn, she recognised it to be Luna.

"Luna?" Celestia spoke, anxious and muddled.

As Celestia reached her sister, the spotlight freeing her from the darkness around them. It appeared Luna was unconscious; out cold. However, for some reason, her eyes snapped open, her pupils shrinking down to size while her mouth unlocked with a painful, gut-wrenching scream. Abnormal, Luna's body began to tremble; twitching as she continued to scream in agony.

"Luna?!"

Nearly scaring Celestia to death, she began to panic, trying to restrain her sister but all that did was hurt her as Luna's frustrated kicking pushed her away.

Suddenly, Luna's skin began to stretch, her fur falling off. Rapidly, the feathers on her wings began to disintegrate, burning off alone with her tail and horn. Cracking, breaking and exploding with pain, Luna's hooves began to mould into old, tainted hands, fingers cracking into place as her screams went on until they became coughs of distress and gasps for air. Black liquid began to slither from her broken jaw as Celestia watched.

Celestia knew what this was... A fear that she could never remove from her mind. That moment when Fright gruesomely turned into the humanoid creature, she despised every second of it, it was a memory she couldn't shake nor obliterate from her subconscious. Now she was watching Luna become the monster Fright became, it only made it worse that it was her doing that made Fright into the creature he is now.

Whatever was left of Luna was gone, no remnants remained of her, only Fright as he pulled up his hood, cracking his bones into place. Rising from the floor, he turned towards Celestia as his mouth sewn together. His face began to mould into the mask that he hid behind. The Princess of the Sun wanted to end this nightmare, she wanted to end this madness once and for all, but in a world that was run by fear, she couldn't do anything. Decaying, her stomach began to crawl with sickness. Waiting for his mocking to resume, he remained silent.

Much to her shock, the fear continued. Behind Fright, multiple spotlights began to bloom through the darkness, showing more ponies on the ground. To her left, to her right, even behind her, she saw her ponies; the subjects she swore to protect within their own light. Twilight, Spike, Shining Armour, Cadence, everypony she knew... She was going to witness a transformation that was loathsome and disgusting especially when it came to her loved ones. Around her, the screams of misery and anguish crowded her hearing as did the sound of cracking bones and fractured minds, she wanted close her eyes but the fears wouldn't let her.

With regret and suffering, she watched everypony she loved turn into the demon she constructed. Disgust, hate, sickness, misery. These were all the things Celestia was feeling. Her eyes blurred through the tears that produced within her eyes, watching as the ponies around her dreadfully turned into Fright until Twilight was the last. What made her's worse is that she tried to call to her.

"H-Help!" She vomited the black liquid that lingered through the fear realm. "Help me!" She cried. "Help..."

Silently crying, Celestia wanted it to end, but to her horror, it only lasted longer than expected. Twilight's form finally burned into her enemy. What used to be the civilians of Equestria, Celestia witnessed them all turn into the enemy she despised.

Concurrent, all Frights spoke, "What you did to me that day... Would you call it justice? Fairness? Sane? The socially challenged, the mentally ill, the sick minded, the caged monsters that have forgotten what light is, they are all at your throat for the punishment you appointed them."

"I'm sorry... But please, I can't go back to the past to change the mistakes I've made... I've suffered enough... Please! Make this nightmare end and we can-" Even when she tried reasoning, it was too late for Fright to change his mind.

As all the versions of Fright disintegrated into nothingness, the remains built up a large version of himself, peering down at the now, insignificant princess. His voice sounding distorted, echoing through the void.

"You don't know what suffering is, you have only served it, not endured it... But I can acquaint you with what it feels like..."

Forthwith, the colossal version of Fright began to fade in and out of reality, white noise filling the void. Hastily, his hand raised, breaking the void; shattering like a window, causing the distressed princess to fall into madness and insanity. Through the terror she had explored, it wasn't over... What awaited next, there was more to come, but she wouldn't have to face it alone.

"You have no idea what lies beyond this world of fear... What you endured here was just a taste..."

Chapter 27 - A World of Fear

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Chapter 28 - Tartarus

Eeerie, ancient and gothic, this section of Tartarus was like a coliseum and burrowed into the walls were cells; containers with disturbing, aggressive creatures locked behind, banging their head against the bars repeatedly. Some were laughing maniacally and sticking their ominous hands through the bars, trying to reach the one who cursed them to rot in this hell. The cells were endlessly ascending all the way up to the top where the devilish laughs continued to echo, there were thousands of them in here, all restricted behind bars. All around were monsters, creatures, demons that hungered for revenge and freedom, soon to be set free.

Through the prison bars, there were many repulsive creatures. Some contained three eyes, some looked like wolves and spiders while others looked like abhorrent messes, creatures that lingered in nightmares. Within the prison, an insane amount of changelings patrolled the area. Changelings within the pit were hovering, some were hanging from the walls, waiting.

Oddly enough, Tartarus had been described as hell, but the air that poisoned the confinement space was cold. Tartarus as a prison lacked any feeling but fear, which is why Fright took a liking to the hellhole. Burrowed into the wall at the far end of the prison, opposite the entrance lied a platform that controlled the prison's structure that united its walls. Before him, an orb that acted as Tartarus' controls. It glowed dark blue and within this sphere contained the magic that secured Tartarus' bars. This sphere acted as a control system that would allow the cells to be shifted around, open and closed, allowing the user to gain control over the prison's structure. However, due to the prison's security being run by magic, this breakout would take longer than expected.

Gently, his skeletal fingers began to press and sway on the control system, the surface of the sphere feeling smooth and cold. With ease, he began to slowly decay the walls of Tartarus' security, accessing the heart of the prison.

"Fright!" A strident and vicious voice called to him.

Despite hearing well of the voice, Fright's focus remained on the sphere, operating the prison's break, erasing the defences.

Ascending up the platform, Chrysalis scowled behind the demented scientist, seeing that his attention was still focused on his plan. Her eyes narrowed in frustration, locking onto him with impatience.

Standing tall, she growled, sounding impatient, "Do not ignore me, Fright!" Her row of teeth sharpened. "We need to talk!"

Resuming to tinker with the prison's command centre, Fright continued with his back faced to the queen, however, this time acknowledging her presence.

"I'm listening."

As Queen of the Changelings, Chrysalis always expected those she spoke with to face her. However, for Fright, she could make an exception. His face wasn't pleasant to look at. With her anger fading, her impatience remained.

"During our meeting, when you approached me along with those other foolish villains around your table, you said if we followed this little plan of yours, we would have our desires become a reality," Chrysalis reminded.

"Are you not gaining satisfaction from seeing your foes scared?" Fright questioned, finally turning away from the sphere, facing the queen.

"My desire isn't seeing them scared, my desire is seeing them defeated!" She hissed.

"Fear will offer that soon."

Snapping like a twig, Chrysalis grew irritated with his confusing path to victory. She began to yell with annoyance, "Fear this, fear that! Do you ever shut up about fear?"

"Without fear, we wouldn't have gotten this far," Fright stated, his attention fully aimed at the changeling queen.

"You mean without my assistance, you wouldn't have gotten this far?!" Chrysalis interjected, sounding irritated. "My army has aided you in this quest for retribution and provided you protection."

"And I have provided you guidance towards victory," Fright told. "You will see your most hated enemies defeated, but first, patience is crucial."

"I've just about had it with your obsession with fear and complicated planning, listening to you is leading us down an arduous path, there have been many opportunities to beat our enemies and yet we are wasting them with more plans! What good will this breakout do?" Chrysalis questioned with a snarl.

"These monsters are locked up for a reason," Fright surveyed the prison, looking around the cells. "They frighten the world, they are recognised as demons to Equestria. When they roam, they create chaos. Chaos leads to panic, panic leads to fear, fear leads to terror." Barely visible through the stitches, he smirked. "Rapt by the madness; distracted by the havoc, there's too much for them to handle. With this breakout, we will have the advantage."

"As long as the princesses are secured behind their walls, protected in their strongholds then all that terror will be useless," Chrysalis frowned. However, in her mind, something clicked. Her eyes began to sparkle as the corners of her mouth slid upwards, indicating she had something satisfying brewing in her mind. She continued with a merry tone, "Unless..."

Fright turned to the queen, noticing her wide grin.

"...We were to take Canterlot," Chrysalis finished, looking at Fright with bliss, eager to see his reaction.

Merely tilting his head, Fright looked at Chrysalis with his empty eyes, not smiling or sulking. Through the stitches that imprisoned his mouth, he spoke, "You want to take the capital of Equestria for your own? How ambitious."

"This is just the advantage I need to get a piece of what I desire. Taking Canterlot will rightfully humiliate Celestia!" Chrysalis exclaimed, trying to make Fright share her vision. "Like you said, Fright, chaos leads to panic. When this breakout happens, the princesses will be preoccupied with too many distractions, threatened by the horrific monsters that plague Equestria, then... Then they're more than likely to become overwhelmed!" With a grin and for once she felt like she was on the same page with Fright, "All it will take is an attack and then we can take their home while they watch helplessly."

Intrigued by the way Chrysalis was going with her plan, Fright didn't fear of questioning the queen. His toneless voice reached to her, "Canterlot is certainly a different door of difficulties, unlike Manehatten. It won't take a threat to scare them off."

"My army will do more than just scare them off," Chrysalis spat. "I'm aware of the complications, I brought down Celestia and invaded that city before!"

"But you failed to succeed," Fright interjected.

With great vexation, Chrysalis' eyes flared with rage, staring at the scientist who brought up her past downfall. It seemed impossible for someone to hold such anger within their eyes, but despite this, Fright didn't feel threatened, he didn't flinch nor back down from his statement, he simply continued.

"Your confidence is not armour." He told. "Canterlot is fortified after Manehatten's ruin, they are barricaded behind that barrier produced by magic."

"You don't think I know that?!" Chrysalis snapped. "I just need to find a way to bring that barrier down or deal with the one holding up that force field. Cutting off the main source of their defence will allow my army to strike, but how?" She asked herself, turning away from Fright in seek of answers.

There were many options for Chrysalis that deemed fit for her invasion, but something was nagging at her. In the deepest pit of her mind, whatever approach she thought of were backed up with doubts. She wanted her attack to be perfect, she feared of it being ruined. Defeating her ideas and concepts were the haunting memories of past failures, flooding her mind that led the queen to uncertainty. Annoyance hit her body, she felt the lifeless eyes of Fright taunting behind her, quietly laughing at her while she failed to scheme. Between the two, it was just silence, that was until Fright chose to goad the queen.

"Are those thoughts brewing in your mind frightening? Are you prepared to right your wrong and take Canterlot, or will you be humiliated again?" He interjected, his voice creeping into Chrysalis' bubble of thoughts.

Growing furious, she turned back to Fright, throwing her frustration at him by shouting, "Silence!"

"There is no such need for anger," Fright eased. "I am sure your solutions towards Canterlot's invasion are sound and disastrous, but your impressive army cannot strain themselves against their defence. You need to rely on someone else to infiltrate past that shield. Consider using our instrument of fear."

It took Chrysalis a few seconds to realise who Fright was talking about, but after finally connecting with who he was talking about, she presented a dubious look, "The Hunter?" She questioned with doubt. "That animal of yours may have secured us this prison and outplayed those guards, but having him infiltrate Canterlot, a city populated by ponies? He'd stick out like a wound."

"His stealth benefits the task, his abilities allow him to make his own way through the barrier. After he locates the target; the one who's holding the barrier together, then their defence will fall and that is when you are able to strike." He explained. "He is your key to taking Canterlot."

Continuing, Fright placed his fingers together, steepling, "Attack that city with all of your strength until the barrier breaks, or use the element of surprise. I know you fear failure, I know another loss will make you crack. I will not get in your way Chrysalis, if taking Canterlot is a piece of your desire, then pursue it."

Chrysalis glowered, her answer remains unknown to him. Just when she was about to leave, she turned only to see the commander of her army waiting patiently behind her.

"My queen," The commander greeted.

"What is it?" Chrysalis asked, drained by boredom.

"We have prisoners."

Lowering her head in exhaustion and gently closing her eyes, she exhaled deeply, speaking in an annoyed tone, "Of course we have prisoners, we're in a prison, you moron."

"Oh," The commander responded with a nervous laugh. "Forgive me, my queen, perhaps I should have been more specific." Clearing his throat, he announced proudly, "It is an honour to inform you, my most beautiful and powerful queen, that we have successfully caught the two alicorns: Princess Celestia and Princess Twilight."

At first, hearing that title impaled her heart, she brimmed with shock to hear that she had been caught. "What?!" She blared. "Celestia! Twilight! Here?! Are you sure?"

The commander responded with a nod, "We are certain, your highness. They were backed up by the bearers of the elements."

What the commander was saying caught Fright's attention, he turned from prison's central controls and stared at the changeling. His burning grey eyes widened in disbelief, the fact that they somehow managed to pass the fog astonished him. However, the shock Chrysalis felt didn't last long, it was soon consumed by joy, the fact that her enemies were foolish enough to come here and get themselves captured brought the queen delight.

Suddenly, laughter began to erupt from her mouth, "Is it Hearth's Warming Eve already? What were those fools hoping to accomplish by barging in here?!" She laughed.

"They're trying to stop the breakout. Despite all that fear, there is still a flame of defiance flickering deep inside them," Fright approached the commander, breaking away from the core's controls. "How they passed the fog astounds me, but for now, we must confine them."

"Actually, Fright," Chrysalis turned towards with a smug look. "I think they deserve some form of punishment for trying to interfere with our plans, and I'm not talking about using your wicked fear spells, despite how devastating they are, but, I think it's time I had some fun..." Her tone of delight quickly trailed off into a voice of hate. "...With the wretched vermin that have fueled my world with despair and displeasure." Her eyes erupting with resentment.

Continuing, she dropped the hateful tone and decorated her voice with normality, "Let me tend to our guests and I promise to keep them in one piece." She smiled. "Then again, I don't really need your permission, do I?"

What emotions Fright conveyed behind that mask of a face was unknown, however, it appeared that he allowed the queen to have her fun.

"You may have your fun. But remember, we want them broken," Fright reminded. "Once fear dissects their minds, then they are yours to deal with. Stick to your word and keep them in one piece. There is much more for them to fear."

"Of course," Chrysalis agreed, smiling and finally, departing from the platform. Walking with ease, gliding down the old, damaged stairs along side her commander.

Her smile dropped, "Talking to him injects me with aggravation. Oh, well! Soon this alliance with him and those other fools will be over!"

"My queen?" The commander spoke. "What will become of us when this breakout happens?"

"Do not fret, my loyal commander," Chrysalis cooed. "We will be safe in our new home."

There were many thoughts brewing in Chrysalis' mind about the punishments she was going to bring on her enemies, but knowing they were all restricted due to Fright's plan slightly irked her. Quickly, the thought of taking Canerlot wrapped around her mind like a present. The sophisticated and beautiful city soon to be her's and now that she had both princesses captured, she might even have a different approach to taking the capital of Equestria.

Author's Note

Already, I can tell some of you maybe thinking this chapter is unnecessary or it wasn't the one you were expecting. Originally, I had this chapter all worked out and it was a lot longer and expanded the breakout segment a little faster. However, it looked rush and it felt rushed. I'm sorry to disappoint you if this chapter wasn't what you were expecting, but I felt like this breakout segment should last a little longer than just one chapter. Anyway, thanks for reading.

Chapter 29 - Behind Bars

Descending, Tartarus' long tunnels wormed their way deeper into darkness, almost bathing those who wandered into it in the complete dimness. Twisted and rocky, the walls that confined their freedom were flawed, imperfect from the rest of Equestria's beauty. Miniature, loose stones cluttered the broken, cracked and gothic ground of the prison, it seemed inevitable for someone to trip or at least stumble. Along the ancient, cracked walls were torches, yellow flames dancing and flickering through the darkness, sparking light towards their destination.

Though her eyes opened, Twilight couldn't grasp what was going on around her. Everything was a blur, her vision failed to restore the world she was in. Constantly, the routes of her ears shuddered; shaking and quivering to the sound of an unknown screech that played and lazed in her imagination. However, the bothersome screech was quick to fade and finally, her sight building up. Her back was slumped against the tunnel's wall, her spine feeling irked by the prison's irregular surface. Finally, Twilight took notice of the dark shade of pale-white idling in her vision. As each second passed, the drained alicorn fluttered her eyes, her sight improving swiftly with each blink.

"Cel... Celestia?" She mumbled, feeling discomfort.

"No..." The deep, tight voice denied.

By the time Twilight's eyesight fully restored, her brain was overwhelmed with great consternation. Despite that she had just unpleasantly woke up, her eyes snapped open wide as she found herself staring into the drab, dark eyes of The Hunter.

"...Dead wrong."

With Twilight slouching against the tunnel's wall, The Hunter had lowered himself down; crouching by the princess' side. In a desperate attempt to try and escape, Twilight's wings spread from her side. Catching onto her sudden spark in consciousness, he took action. The Hunter quickly rose from his crouched position, his foot slamming down against her chest, preventing her from escaping. Like daggers, the claw parts of his foot tightly dug into her. Wailing in pain as she felt the whole of her body being pushed back against the tunnel's wall, she tried to fight the soreness that was inflicted upon her.

"Aah!" Twilight wailed, her eyes sealed shut as pain took its course.

Feeling the great weight of his foot press down against her chest, Twilight's eyes darted up at The Hunter's mask, eye to eye they faced each other. In another attempt to escape, she tried to teleport, however, it was hopeless. Her ability and spells were being blocked. On her horn, dark crystals swarmed like locusts, this was the source interfering with her magic.

"That's not going to work," The Hunter informed, sounding disappointed in her effort to try and escape.

"Where are my friends?!" Twilight growled through the pain that flowed through her.

"No harm will come to them unless they do anything foolish..." The Hunter's blade-like fingers brushed against Twilight's face. "For now."

"If they're hurt-"

Just before Twilight could warn him or even speak, she was cut off by his growling, the spikes around his mask rattling as a sign of annoyance.

"Watch your mouth!" The Hunter interjected. "Not that you're already under my skin, you don't want to push deeper, do you? Not in the position you and your friends are in."

Giving in to his intimidation, he did have a point. She was captured as were her friends, doing something foolish would bring her and her friends' harm. Dropping the brave face, Twilight blinked slowly and sighed, fear enthralling her. She didn't know what to do.

Sounding frail, Twilight spoke, "What do you want from me?" She asked, knowing that his answer wasn't going to be pleasant.

"Many things." He answered. "I want you to suffer, to see you helpless and scared. I want you wiped from this world and have you remembered as the worthless coward you really are... But for now, I want to talk."

"I have nothing to say to you!" She growled, her eyes narrowed in anger, trying to look past his endless, deep eyes.

"Then just listen." He told in a calm tone, bring himself a little closer towards the distressed alicorn. "I don't know if it was valour or fear that brought you to this place, but coming here was a mistake. You're better than this, I know that. But I guess Fright's right, fear does change you. Take it from me."

"You don't know a thing about me," Twilight growled, growing tired.

"Oh, I know a lot about you and your friends." He countered. "I know how that mind of yours works, I know how you think and how you function. Given the circumstances you've been under, you've always found a way to miraculously squirm your way out of tough situations, but not this time. If you try anything, escaping or fighting back, I will break that horn from your head and make one of your friends swallow it." He threatened.

With his clawed-like foot holding her down, gripping her neck tightly, The Hunter lowered himself towards Twilight, eye to eye with each other. The alicorn simply showed an expression of anger, grinding her teeth in annoyance.

"Do you understand?" The Hunter asked calmly.

In response, Twilight remained silent. With the way The Hunter was acting, she felt like she was gambling with death.

"Do not make me repeat myself." His voice harshened.

"I understand," Twilight acknowledged in an anguished tone.

After making her squeak, the grip from The Hunter's clawed foot loosened and he lifted it from her chest. "You are awfully predictable. Always thinking of your friends, well, some of them, anyway."

She locked a look of grimace upon The Hunter, scowling at him.

Rudely, he grabbed one of Twilight's wing, his cold, rough fingers gripping them tightly, dragging the poor alicorn along the cold, rugged ground. Through the tunnels, the dark, crafty hunter took the lead, walking swiftly satisfied with his most recent capture. His clawed feet crushed the loose stones that scattered the prison's ground, causing the small stones to crumble and multiply. He remained latched onto Twilight's wing, dragging her body along the cracked floor. At the end of the darkened tunnel, a gloomy light barely clouded away the darkness.

Dark and hellish, Tartarus' pit was beyond anything nice, the sun, moon, sky, stars, they were all absent, only darkness with a few dull lights dancing to their song of loneliness. The only positive thing about this place was that it detained the vicious and sadistic creatures that hungered to create pain and misery. Through the twisted, cave-like corridor, the prison's levels somehow descended deeper. The many levels there were was sickening and what was frightening was that the prisoners were soon to be released.

Just outside of the main pit where the breakout was being orchestrated, a small, gloomy, damp room contained a few holding cells that would confine Twilight's friends. The room was small and constructed of stone. Grey, tough and cold, not any different from the rest of the prison. Furthermore, the floor was made from cobble, jagged and uneven, as if it was made without much of a care. Hammered into the walls, chains and shackles laid present, cementing depression and intense fear into anyone who was unlucky enough to be a prisoner. Burrowed into the walls were holes, holding cells that were rotten, but now full of life containing their new, scared prisoners.

Orders from Queen Chrysalis, the changelings had thrown Twilight's friends into the empty cells and took Celestia to another section of the prison, but leaving behind two changelings to guard the room. As for Twilight, she remained with The Hunter. Through the darkness, the sound of banging echoed constantly.

Determined and angered, Rainbow Dash threw herself at the iron bars that restricted her from leaving the cell. With great speed and might, she continued to throw herself at the bars with little success of escaping. They were all behind bars, including Fluttershy who remained senseless after trailing the hallucinogenic fog.

Traumatised and powerless, it was needless to say that they were all scared after travelling through the fear-inducing fog. What made it worse is that they were captured, however, it would appear that they would rather sit behind bars rather than travelling through Fright's fog.

Almost developing a rhythmic beat, Rainbow Dash continued to try and loosen the bars that trapped her. With no success, she grew irked, fearing the worse was soon to come.

Applejack simply watched the pegasus through her own cell, maintaining a perfect grip on reality. She was fine, however, the images of her fears projected over and over in her mind, the fact that she was helpless and chased.

Rarity held herself together, trembling. Now and then, she'd check herself if she wasn't falling apart, worried that she'd wither away like the fog made her believe.

Still, almost lifeless, Pinkie Pie didn't bother moving. Her head remained still, her eyes focusing on the floor. It wasn't like Pinkie Pie to be silent for this long, she was afraid.

"Come on! Break!" Rainbow Dash shouted, tiring herself out.

Opposite of Rainbow Dash's cell, Applejack watched and grew tired of the noise the resilient pegasus produced.

"Give it up, Rainbow," Applejack advised, sounding concerned. "You're only gonna hurt yourself."

"Give up?! No way!" She refused. "I haven't come all this way just to get thrown in a cell." She finished her sentence with another leap towards her bars, failing to break free.

In between Rainbow Dash and Applejack, Rarity stared lifelessly at the bars that restricted her freedom, however, she was aware of what her friends were talking about. Every now and then, she held her mouth in fear that her teeth would fall out. She couldn't tell if she was still in the fog.

"It's hopeless, Rainbow," Rarity joined the conversation, sounding defeated. "This prison is a nightmare... If those dreaded monsters couldn't escape these cells, what makes you think we will?"

"There has to be a way out!" Rainbow Dash told, tiring herself out. "Giving up isn't an option, not for us! I didn't go through that freak's fog just to call all this a loss. We're getting out of here." She continued, "Besides... If it's anything Daring Do has taught me, there's always a way out." Quickly, Rainbow took notice of her unicorn friend. "Rarity, can't you use your magic to phase through the bars or teleport yourself out of there?"

Rarity turned to Rainbow, shaking a little, but still answered.

"I... I can't." She stated. "Whatever that hunter did to my horn has blocked me from using any sort of magic." She answered, gently lifting her hooves to feel the dark crystals still intact.

Quickly, a shiver took Rarity by surprise and tightly she held herself in fear, hoping that she would not break or fall apart again like she did while venturing through the mind-sickening fog.

"Argh!" The frustrated pegasus leaned against her own bars in aggravation. "We were so close! We survived all of those stupid illusions just to get caught! The Hunter... Who does he think he is?"

"Someone who clearly doesn't like us," Applejack commented with a low sigh.

"This is getting ridiculous!" Rainbow Dash shouted. "The breakout could happen at any moment, Fluttershy's out cold, the changelings have taken Princess Celestia and that demon of a Hunter could be hurting Twilight as we speak."

"Thanks for remindin' us just how dire the situation is, Rainbow," Applejack replied with a frown. "We can't do much while we're in these cells."

"What's wrong with you all?!" The pegasus blared. "Why are you all so eager to give up?"

"Look around, Rainbow!" Rarity told, even she had to double take to realise that she was in a cell. "We're trapped, captured. What can we do in an awful mess like this?"

"We can at least try!" She told, trying to pull down the bars, struggling, but still trying to grasp her freedom. "Unlike all of you, I'm the only one that seems to be making an effort on trying to escape and help Twilight because right now, it seems like I'm the only one that's her friend."

"What's that suppose to mean?" Applejack barked with a glare.

"Stop it! Stop it!" A scream of anguish erupted from below Rarity's cell, revealing Pinkie Pie, completely frightened.

At that moment, the argument between Rainbow Dash and Applejack came to a sudden stop, no longer did they feel anger consume them. Instead, they just fell disappointed in themselves when they lowered their eyes below Rarity's holding cell. They witnessed Pinkie Pie tilting her head down against the bars, sniffling.

It was hard for Rarity to see the pink mare due to the fact that her cell was below her. She couldn't lay her eyes upon her grieving friend. However, Rainbow Dash and Applejack picked on their scared, aching friend.

As her eyelids clenched together, the tears still found a way to force through her sealed eyes. Pinkie Pie couldn't help but feel worried, stressed and scared. In her mind, the thought of her friends and those horrible faces laughing at her, screeching and screaming continued to haunt her while she was trapped in the fog. It didn't help that her friends were arguing, it didn't help her feel any better knowing all options were hopeless. Now that Twilight was alone with this Hunter, she feared the worse.

Silence danced in the air, caressing them lightly. Slowly, the lack of sound began to gnaw away at them, poisoning their bodies until they felt paralyzed. They had been bickering like children in a situation like this. Finally, the sound of sniffling broke the silence.

"I... I just want to go home..." Pinkie Pie sniffled.

Applejack swallowed down her guilt and spoke, "Hey... Pinkie, it's okay."

"Yeah," Rainbow Dash backed up. "We'll find a way out of this."

Not knowing how to add any comfort to the pink mare, Rarity silenced herself, fear wiped her thoughts of amenity. She was scared, they all were.

"We're all scared, Pinkie," Applejack assured. "But we'll get through this, we always have."

Through the comfort, the pink mare began to wipe her tears away.

"Yeah!" The pegasus approved to Applejack's words. "Applejack's right. We've been through worse than this, nothing gets by us, we always find a way." Despite her words of encouragement, her friends along with herself didn't feel too better, fear remained seated in their system. "We haven't lost just yet. Twilight's still out there, she could have escaped from that Hunter, she's gotta have a solution sorted, I'm sure she's planning something right now."

"How do you know?" Pinkie Pie asked, trying to fight her sadness, almost as if all sign of hope had vanquished from her.

"She doesn't."

As if their hearts had been punctured, their heads turned to the room's entrance where the two changelings where stationed. However, the two guards didn't speak a word. The voice that answered Pinkie's question sounded cold, corrupt and rough. Emerging from the darkness and into the room, The Hunter came into sight, dragging Twilight by the wing, scraping her along the rough ground, not giving her a chance to stand, he continued to just drag her. Desperately, she tried to stand, but it just ended with her struggling.

Worried, Rarity clamoured, "Twilight!"

Applejack simply growled at the figure while Pinkie Pie watched, worriment evident in her eyes as she watched The Hunter drag her friend without a care.

"Hey... Hey!" Rainbow Dah yelled in enmity, her eyes narrowing down at The Hunter. "Let her go!"

Ignoring the pegasus' foolish shouting, he continued. Not allowing the alicorn to barely stand, The Hunter's claw remained tightly locked onto her wing, allowing her helpless friends to watch him drag the Princess of Friendship roughly. Harshly, he heaved her just in front of him, in the centre of the room.

Before she could even stand up straight, The Hunter forcefully kicked her in the stomach. An anguished cry escaped her mouth as she felt the full force of his foot jolt to her stomach. In pain, she fell back down to the ground, winded and damaged.

All around, Twilight's friends took different reactions to this act. Like before, Rainbow Dash continued to yell at The Hunter, trying to pick a fight with him, desperately trying to break her prison bars to prevent him from hurting her. Shocked and scared, Pinkie Pie looked away, not wanting to see where this monster would go next with his attack. Applejack and Rarity felt a mix of anger and sickness. Much like Rainbow Dash, they were shouting at him to stop, pleading.

"Hey, freak!" Rainbow Dash growled. "Leave her alone! You wanna pick a fight, open this cage and I'll show you what happens when you mess with my friends.”

Bored of the pegasus' antics, The Hunter responded, "I won't entertain your foolishness." He remarked.

"Foolishness?!"

While Rainbow argued, Applejack spoke, averting her need and attention to Twilight. There was not much she could do due to the fact that her prison bars confined her.

"Twilight, are you alright?" She asked.

Struggling greatly, Twilight breathed, catching her breath, "I'm... I'm fine."

Before Applejack could respond, she was cut off.

"Of course you are," The Hunter interjected, all eyes on him. "You didn't think I was going to kill you there and then, did you?" He asked. "Oh no, not yet. First, the world is going to watch you suffer."

The Hunter grabbed Twilight's infected horn as she was overcome with pain. Nearby Applejack, he threw the distressed alicorn into an empty cell, containing her. Twilight didn't do much to retaliate, she simply battled the pain The Hunter induced upon her.

Regaining her strength, she looked back up and quickly tried to lunge free from the prison hole, however, he slammed the cage door shut, the banging sound exploding her ears. Captured and now helpless, Twilight's thoughts struggled.

"You can't do this..." She stammered. "If this breakout happens, lives will be ruined and-"

Connecting, The Hunter's eyes matched with Twilight, her tongue tied the moment he brought himself closer to the prison bars. Deep down, he could see the fears within her. She was frightened.

"Do you still think you're brave?" He challenged. "You're not brave, you're ignorant. You think magic, friendship and harmony are going to solve every single problem that occurs, but it won't! Not this time," The Hunter told, walking away from Twilight.

Desperate, Twilight ran out of options, "Wait!" She pleaded. "Why are you doing this? This breakout will only cause misery and terror. What you're doing is sick... And twisted!"

Stopping dead in his tracks, The Hunter remained silent for a few moments, almost as if the whole of his body went into shutdown. Clearly, they saw one of his claws curl up into a fist in what could only be described as anger.

"When it comes to being sick and twisted, you're no different," The Hunter asserted. "You all belong in this hellhole of a prison."

"Who are you to judge us?!" Rainbow Dash questioned.

"Does it scare you? Not knowing what's behind this mask?" He said, near the exit. "I am going to enjoy watching your fears turn you inside out... Slowly and painfully..." And with that The Hunter left the room, vanishing into the darkness.

After leaving, their souls filled with silence. Their blood began to chill and curl due to The Hunter's words, not only that, but the disgusting and tainted memories of battling Fright's fog began to flood back into their minds. Trapped, outnumbered, scared, no one knew what to say. Silence had always been comfortable, but not now. It was eerie and unpleasant, sickeningly screaming down their ears.

Trying to maintain her strength, Twilight felt infected by silence. Slowly, her confidence began to fall apart, she didn't know what to do. The silence continued to poison the air until Rainbow Dash spoke, breaking the quietness.

"He's pleasant." She grumbled sarcastically.

"What were you thinking, calling him a freak like that?!" Rarity snapped at Rainbow Dash. "Were you trying to get yourself crushed?!"

"Well, I'm sorry!" She argued. "But that... Monster has a lot of nerve throwing us around like that."

"And you could have got more of a beaten' if you provoked him!" Applejack interjected.

"Look, I'm sorry, okay!" Rainbow Dash forced out. "But can we please discuss our escape! If we stay here any longer then they win. Not only that, Fluttershy is in serious need of help, she hasn't snapped out the state that she's in."

"Whatever that vile fog did must have shocked the poor dear to the core. I hope she wakes up soon," Rarity aspired, sounding scared for her friend.

"She can't wake up in a place like this, no one wants to be here," Rainbow Dash told. "The faster we get out of these cells, the better."

Overcome with anxiety, her mind flowing crazy with every picture of defeat that was soon to come, Twilight snapped from her scared, lifeless state as she realised someone was missing.

"Wait." She started. "Where's Princess Celestia?"

With worriment beginning to act up in her system, Twilight looked to her friends for answers, however, they too shared the worriment brewing within.

"The changelings took her," Rarity informed.

"What?!" Twilight panicked. "What are they going to do with her?"

From the entrance, unpleasant to their ears, two mischevious cackles were produced by the changelings guarding the room.

"Maybe Fright's going to give her a dose of that poison he has." The first changeling snickered.

"Better yet: What if our Queen will brainwash her to our side." The second changeling laughed. "Wouldn't that be a sight?"

It was only nauseating for the captured ponies to think and hear about what was going to happen to their princess. The horrid suggestions and assumptions the changelings came up with sickened Rarity's mind, nauseating Pinkie Pie, fueling Rainbow Dash with anger and feeding Applejack with worriment.

As for Twilight, the weight of the world was pushing her down, scared and anxious, she didn't know what to do. Her mentor was in trouble, her enemies were winning and continuing to scratch her mind, she couldn't let go of the fog's sickening illusions.

Right now, in the position that they were in, they could only hope that Celestia was alright.

Dreary, dark and dreadful, her surroundings was the same as any other part of the prison. Regaining her senses, the white alicorn flickered her eyes open, trying to recollect and absorb what was going on. The princess remained slumped against the cold, strong, but fractured wall. Torn away from her allies, her friends, Celestia found herself captured, defeated. She was forced to leave Twilight alone with the ruthless brute that was The Hunter. Now, she was forced to leave behind Rainbow Dash, Applejack and the others in their cells. Then she felt herself succumb to some sort of spell... Something that made her go limp and cold.

Not like Twilight and the others, Celestia wasn't trapped in a cell, she was gifted with her own space in a withered dungeon that looked like it hadn't had life in it for years. From left to right, she observed the room. No one was there, but herself. Her eyes darted over the room to where she located a heavy door that stood there. As Celestia rose from the ground, she began to walk towards her only escape, however, something began to tug on both of her wings as she progressed, stopping her dead in her tracks.

Looking back, in search of the barricade that denied her freedom, she took notice of the chains that shackled her wings, latching onto the wall she tried to walk away from. Due to The Hunter's power, the dark crystals that swarmed over her horn made her lose contact with magic. Over and over, the princess began to initiate at least one spell, but no matter how hard she tried, her magic refused to work. Exhausted, she was left with a headache and rotten stomach contaminated by worriment for Twilight and the others.

Once again, Celestia tried to walk to her exit, her hooves dragging along the floor, pulling the chains that latched onto her wings, however, it would only impair her, pulling the alicorn back. Growling in desperation and frustration, the alicorn would try once more, however, her focus on freedom was interrupted by a cackle... A sadistic and devilish cackle that Celestia instantly recognised and feared.

Emerging from the darkness, presenting herself to the eyes of her enemy, Chrysalis bestowed a smile, one that took satisfaction towards the position Celestia was trapped in. Her sharp teeth complimented her vicious appearance as she slithered closer towards her prey.

"My, my," Chrysalis began to jeer. "This is quite the sight, is it not?

Not in the mood for her mockery, Celestia could only lock a frown onto the queen.

"Chrysalis..."

"Aw, what's wrong?" Chrysalis' voice sweetened in a mocking tone. "Are you still struck by Manehatten's destruction?" She questioned, her sickening hoof that was riddled with holes gently brushing under alicorn's chin. "Pity you weren't there to stop by and witness the chaos my changelings and I managed to cause."

Celestia winced back from Chrysalis' contact, narrowing her eyes down in frustration, but remaining silent.

The insect-like queen couldn't help but sigh in gratification, "It has been a while hasn't it?" She paused, but not receiving a response. "I was expecting Twilight and her pathetic friends to try and prevent our plan, but you? I thought you'd be in that undeserved castle of yours. Waiting for your little pets to do your bidding like you always have."

There was something about her cruel grin that just showed her unpleasant joy, she smiled right in front of her.

Knocking aside the bravado, Celestia came to reason rather than retaliating, "Chrysalis, you need to listen to me." She ordered. "If you continue to aid Fright in making this breakout a success, you will be responsible for so much misery, so much destruction. You can still back down and do what's right. You're playing a game that will cause Equestria's destruction, helping Fright will only-"

"Are you seriously trying to persuade me to help you?!" Chrysalis asked in disgust, growling at the captured princess.

Celestia winced back the moment the queen presented her barrage of sharp teeth clenching against each other. Like thorns, her eyes darted into her's.

"You truly are desperate," Chrysalis continued. "So weak, so pathetic, so scared." She howled a disgusting laugh. "We've won. I've won, and it. Feels. Good." Using her magic, she grabbed Celestia's head, forcing her to look into her eyes. "To see you captured and defeated, it just fills me with satisfaction. I've long waited to seek my vengeance and who'd think it would have taken a few threats and deals just to stop you in your tracks." She spat, cackling in Celestia's face.

"It will take more than that to stop us, especially when our home is on the brink of carnage. You haven't won yet..." Celestia argued. "...And you're not going to."

"Hm, you're right..." Chrysalis giggled. "Maybe it will take more to stop you."

With her grin extending from cheek to cheek, her teeth bare and sharp, the queen's eyes grew hungry for vengeance. Celestia's eyes darted up at the queen's horn that began to glow green, charging, ready to unleash some pain upon the princess.

"I am going to enjoy this..."

With the horrific melody of Chrysalis' magic playing, screams of pain and agony began to echo through the prison's tunnels, sounding just like another broken prisoner desperate for freedom.

Buried in darkness, sealed behind the cold, iron bars, Twilight along with her friends succumbed to defeat. Rainbow Dash had grown tired of the constant banging and bashing against her cell. Her resistance was getting nowhere. As for the rest, they remained silent, the fears that they encountered would play back in their minds, looping the constant terrors over and over... Now and then, manic laughter, cheering and abrupt screaming would interrupt the flow of their thoughts. In the pit, the monsters that were imprisoned sounded happy about their freedom.

"How many are there?" Rarity asked, trembling at the thought.

"It doesn't matter," Rainbow Dash interjected with a sigh. "They're not escaping, they won't." Her attention turned away from Rarity and to Twilight's holding cell. "Come on, Twilight, there has to be some way we can escape."

With a defeated sigh, Twilight responded, "Rainbow... I... I want to put a stop to this madness, I really do, but we're out of options."

"What... What are we going to do then?" Pinkie Pie whispered, trembling as well.

"Right now... Nothing," Twilight dolefully answered.

"Wh-What?" Rarity replied, almost sounding betrayed.

Just like the white unicorn, Applejack and Pinkie Pie looked at the alicorn in shock and confusion. Before Rainbow Dash could even speak, Twilight continued.

"Right now we can't do anything. We're trapped, surrounded. Any attempt to fight or even resist would lead to one or all of us down a path of pain. I don't want to see anyone else hurt." Recollecting the ones who suffered only brought a sniffle and wave of emotional pain. "Spike... Discord, Shining Armour... Fluttershy," Twilight's head turned to see the poor, shy pegasus knocked out in her cell, overcome by her fears. "The only thing we can do is wait until Shining Armour fights back with what remains of his team..."

"We don't have time for that!" Rainbow Dash barked, pointing to Fluttershy's cell. "Whatever's happened to her, it could get worse!"

"Even if we were to escape, changelings are roaming around here like it's their nest and then there's that... Hunter..." Applejack mentioned, feeling a shiver crawl up her spine.

"His abilities are somewhat the same Sombra possessed. Hiding in the shadows and teleporting," Twilight recollected.

"You don't think..." Rarity interjected, worried about who The Hunter was.

"Sombra couldn't be The Hunter," Applejack commented. "He's gone."

"The last time I remember, wasn't he a unicorn and not some... Uh... Umm..." Pinkie Pie's sentence trailed off, failing to compare Sombra to whatever The Hunter was.

"Applejack's right," Twilight told. "The treacherous king is gone, banished where darkness isn't his ally."

"Whoever he is, he'll be the one in this cell soon!" Rainbow Dash growled.

"He said he knew how I think. He's been observant," Twilight informed, looking afraid. "He's been watching us for a while, he saw us enter Manehatten when this whole mess began. Who knows how long he's been spying on us."

"Creep," Rainbow Dash scoffed.

The fact that they were being watched all this time had put them on edge, it scared them even further that it was by this ruthless, cunning hunter. Why and how he observed them without them knowing baffled their minds.

There was nothing peaceful about the silence that lingered, it's almost as if life had just died. If Twilight had a solution to escape then she would have done it by now. Maybe she did have a plan that would succeed in her and everyone's escape, but maybe she let The Hunter's threat get to her. Another enemy to fear... And this one appeared to hate her more than anything.

Once again, another abrupt, crazed laugh clawed their ears, but it was singular, it was close and it sounded familiar. From the darkness, entering the wretched, cold cell block, the two changeling guards cleared a path, standing at attention. From the darkness, coming into light and sight, Queen Chrysalis walked with glee, containing her exhilaration upon meeting her captured enemies. Forming like daggers, her eyes pinning down Twilight along with the rest of her friends.

"Do my eyes deceive me? Not one, but two princesses are here. That and you brought your pets along, ooh!" The queen beamed a smile while expressing her delight. "How noble."

It was easier to feel hate rather than fear when Twilight was faced with Chrysalis. Glaring, her eyes flash with indignance and her mouth remained sealed, but her teeth clenched together.

Quickly, the changeling queen shot a glance at Twilight's captured friends and immediately turned her focus back to the alicorn. It would appear she digested a need for mockery.

Right now, Twilight didn't need this. She wasn't in the mood for whatever Chrysalis had planned.

Applejack and Rainbow Dash glowered at the queen's presence, finding her to be just as hated as Fright. While Pinkie Pie and Rarity shared those feelings, they couldn't help but feel intimidated.

"Chrysalis..." Twilight responded in an angered tone.

"Oh, I am delighted that you remember me, Twilight." She blithely cheered. "With all this terror that's been going on, I was actually afraid that you might have forgotten who your real foe was," Chrysalis smirked.

"What do you want?" The alicorn sternly asked, maintaining her anger.

"Tsk, tsk, Twilight," Chrysalis disapproved of Twilight's tone with a smile. "That's no way for a princess to speak to a queen."

"You're no queen!" Rainbow Dash interjected. "You're a tyrant!" She barked while Applejack gave a disapproving glare towards her for seeking trouble.

It was odd, they were expecting Chrysalis to go off and roar at her, but she simply responded to Dash with a giggle. Her snicker didn't last long and it certainly wasn't pleasant to listen to either.

"Maybe I am a tyrant..." She openly agreed with the frustrated pegasus. "...But you have to admit I'm not the one who's doomed you here, no. Your precious Princess Celestia has, foolishly bringing you here to face her mistakes, locking away the poor creatures that have no idea what the sky looks like."

"And you're gonna release them to cause havoc upon Equestria," Applejack strictly replied.

"Princess Celestia was trying to keep us safe from those beasts," Rarity added.

"Oh, I'm afraid you're wrong Miss Generosity," Chrysalis disagreed, almost singing. "She's trying to keep herself safe. But once again, it looks like her mistake is going to cause Equestria and it's inhabitants trouble, and from the ruins, an empire shall rise under my rule."

"Enough of this, Chrysalis!" Twilight refused her mockery to go any further. "Why are you here?"

With a grin that was easy enough to intimidate the alicorn, Chrysalis spoke, "For so long I have been waiting to see you like this Twilight, to see you captured, behind bars. With this pathetic alliance I'm trying to hold together with that fear-obsessed freak, I've been waiting for a moment like this to arise."

"How... How did Fright manage to convince you to work for him?!" Twilight demanded.

Insulted by her statement, Chrysalis began to snicker. Through her malicious, sadistic stare, her eyes invited the alicorn into intimidation.

"Work for? Oh no, no, no." She denied. "The way I see it, he's working for me. Right now, we are acquaintances, I provide him with my army and he makes you suffer from his fear-based spells. We want you scared, broken too, and I'll leave that to Fright, but after that, you and the rest of your pathetic friends will be mine to deal with! I will have the last laugh, not him! My alliance towards that demented scientist is only temporary as with the rest of the fools he bargained with."

"But why?!" Twilight shouted. "Can't you wrap your mind around the situation we're all in! If this breakout does succeed then you'll be endangering yourself as well. Have you seen the beasts here?"

"I, Queen Chrysalis and the servants that belong to me are no weaklings, Twilight!" Chrysalis snapped. "Unlike the miserable, feeble soldiers you carry, all it will take is a few threats and hits and then they're gone, scattered like mice while mine are willing to die for me."

"Stop this endless quest for vengeance now!" The alicorn instructed, trying to pass the queen's arrogance. "This won't end well for any of us, you'll regret helping him."

Through her frenzied laugh, Chrysalis' tone was immediately cut back into a tone of seriousness.

"The only thing I regret is not targeting your friends sooner, it's obvious that they're your weakness. How I could end your miserable life right now, Twilight Sparkle. It would be cruel and barbaric, but when I saw what Fright's fear spells could do, that was when I was sold on what he had planned. Death would be an easy way out for you, I want to watch you suffer, then I will grant you death, or better yet: You may live to be my servant; a slave... Just like that dragon you forgot about."

Bringing up Spike felt like a dagger to the heart after witnessing what he went through. Angered, Twilight remained silent, only presenting a scowl towards the queen.

"Stop it," Applejack interjected, sounding irked.

Simply, Chrysalis turned to Applejack, showing her a repulsive smile, "But I don't want to."

Once again, Chrysalis shot back to Twilight, trying her best to not look at the queen. It was no mystery that she was going to continue annoying her.

"My apologies, dear Twilight," Chrysalis continued in a smug tone. "Let me carry on before I was rudely interrupted." Her eyes gave a quick turn to Applejack in frustration. "Anyway, the dragon. I have to say I am rather astonished by his faith, his confidence was so spiritually elevating. He told Fright how many adventures you went on and how many times you've saved Equestria. After all you have been through, all the battles, the journeys that defined you as the Princess of Friendship, he was certain that you'd find him. Well, he was certain... That was until Fright showed him your new assistant."

Dominated by intense sadness, Twilight couldn't help but feel dejected by the queen's words. Shamed by the fact that Spike was so quickly replaced only made her heartache. Badly, someone wanted to protest against the queen's mockery, but they were powerless and aware of Chrysalis' magic. It was a reminder to not interrupt the queen once more.

"You've already seen the tapes that revolved around his suffering," Chrysalis reminded. "But aren't you curious about what happened behind the scenes?"

"I... I don't want to know..." Twilight said, her voice crumbling in her own sadness.

"Well tough!" Chrysalis spat. "I'm telling you anyway!" Her sudden shout ended with a quiet cough, regaining her complacent tone. "After seeing how you replaced him, he just fell apart, breaking in his own misery. Who would have thought you were so eager to just replace him after a few months?"

"It wasn't like that!" Twilight growled.

"Wasn't it?" Chrysalis smiled. "How many times was he left out? Forgotten? Hurt? Used?"

"It wasn't my intention to hurt him!" Twilight yelled at the queen, only feeding her satisfaction.

"Don't get upset over this, Twilight," Chrysalis beamed a smile. "If it makes you feel any better, I was there to comfort him."

"You?!" Rarity scoffed. "He'd feel more threatened than comfort from a monster like you!"

"Well, not me, of course," Chrysalis revealed a devilish grin.

In a sudden green flash, Chrysalis' whole body quickly zapped in green flames, revealing a new form.

Twilight's eyes widened as she stared into her own eyes as if she was staring into a mirror. Chrysalis grinned in her new form, taking the appearance of Twilight. The ability to shape-shift had always been a threatening and deceiving trick the changelings possessed.

Horrified and stunned, Twilight's eyes remained glued to Chrysalis', seeing that she had now taken her form.

"But you?" Chrysalis resumed, sounding exactly like Twilight. "Oh, it was easy to pry information from him while wearing your face!" She informed with delight. "He was delighted to see that you had found him. It wasn't long before we started to chat, he told me how he deeply missed you and the rest of your pathetic friends. That was when I could taste his love for you all, the taste was everlasting and so, so sweet!"

Twilight's anger consumed her eyes, she shot a glare at the queen, clenching her teeth as fury boiled within her heart.

"You fed off him!" Rainbow Dash furiously shouted, giving Pinkie Pie a scare in her sudden change in voice.

"Relax," Chrysalis cooed. "I didn't hurt him physically or mentally, but emotionally?" She ended her sentence with a small demonic laugh, transforming back to her true self. "Once Fright wanted to continue with his experiments, I had to give up the charade and tell him the truth."

She leaned closer towards Twilight, whispering, "He was devastated... He knew you weren't coming... And I laughed!"

Quickly, Chrysalis pulled away from the now moping Twilight, allowing her head to sink into depression while the queen laughed historically.

"You... You monster..." Pinkie Pie quietly affronted the queen.

"You're lucky these bars are here, otherwise you'd be-" Rainbow Dash was cut off, but her anger was still present.

"Oh, stop, just stop." The queen spat. "What were you expecting? That I gave him a hug? That I'd show him the door and let him go? Consider it vengeance for all the trouble you've caused me!"

Badly, Twilight wanted to cry, she wanted to drain her sadness by sobbing, but it felt like she ran out of her own tears. All she could do was look at Chrysalis, shocked and upset. All defiance had vanished, she didn't bother to protest, she just stared at the queen.

With a jeering voice, Chrysalis mocked, "Oh, Twilight..." Her eyes took notice of the miserable alicorn that appeared to be in disbelief. "Brilliant Twilight. Smart Twilight. Heroic Twilight. How it satisfies me to see you scared, miserable, defeated. You deserve to be behind those bars after leaving the one you loved to suffer in the dark... All alone... And they say I'm evil."

"Leave her alone!" Rarity interjected.

"Twilight's no tyrant, the only one evil here is you!" Pinkie Pie shouted.

Taking no notice towards the others, Chrysalis was too invested in Twilight's emotions, wanting to see her break down.

Finally succumbing to misery, almost drowning in it, Twilight cried, "Please... Just let him go... Put me in his place, just please let him go!"

"With an offer like that, I'd have to take it... But you need to chew on what's to come when this breakout happens. Besides... The dragon is safer with us than he is with you."

"Shut up!" Twilight finally screamed, on the brink of tears.

"That's right!" Chrysalis motivated her sadness. "Cry! I want to see the Princess of Friendship sob like the filly she is!" She laughed, her trident teeth showing off to her. "He's in this position because of you and he's hurt because of you."

Distressed, Twilight simply held her head down in shame, not trying to escape from the queen's words.

"It's been fun," Chrysalis unpleasantly beamed. "But I have more important matters to attend to... Like giving your precious Princess Celestia another visit."

Slowly, sudden shock took over, her bones quaking as her glossy eyes widened in horror. Nausea began to swirl in Twilight's stomach, swarming a sickness that would form her with panic. Lost for words, not wanting to know what Chrysalis did to the princess, one of her friends took action.

"What have you done to her!" Applejack demanded to know, her voice bold and striking.

"I could tell you," Chrysalis chirped. "Or I could keep you guessing?" She shot an uncomfortable grin at Applejack.

"Do you think this some sort of game?" Rainbow Dash interjected. "Our home is gonna be ruined if those freaks get out of their cages!"

"That's the idea." She laughed. "It has been fun catching up, but I'll let you drench yourself in panic before I return. That's when the real fun begins, then you can all watch the demons break free from this prison."

Chrysalis was aware of the scowls she received but still presented a smile, leaving the room along with her two guards. "Don't worry about your assistant, Twilight... He's in good care."

Wounded, as if a whole world filled with misery crashed down onto her, mixed with the unwanted stress of the breakout and finding Spike, Twilight couldn't take it anymore. None of them could. Here they were, being tormented yet again. No one could say anything, they felt a mixture of sadness as well as annoyance.

"I'm sorry she made you feel like that, Twi," Applejack spoke up, trying to ease the alicorn.

"She's going to be sorry." A familiar voice called from the dark.

Twilight along with her friends' lifted their ears to hear the valiant voice emerge from the murky corridor, one that brightened the alicorn's hope. Even after all the torment, and the threats she had to put up with, she couldn't help but break a small smile to see her brother.

Author's Note

Sorry that this chapter got delayed, it was hard writing Chrysalis' interaction between Twilight and the others, that and I had to include Fluttershy's presence despite being absent from the dialogue. Anyway, thanks for reading!

Chapter 30 - The Breakout

Who knew how long it had been since Celestia had become senseless. Driven by discomfort and still putting up with a throbbing pain wandering around inside her head, she could remember the agony Chrysalis inflicted upon her with those dastardly spells. Needless to say, she was hurt. At first, her eyes refused to open but the sudden panic of remembering the breakout and position Twilight and her friends were in caused them to instantly snap wide open. With her heart pounding like a drum and her thoughts tainted with dismay and stress, Celestia raised herself from the dead-cold ground, trying to form an escape.

Upon getting up so suddenly, the princess that was now reduced to a prisoner in a pit she despised was met only with darkness. With her wings still shackled by the cold, iron restraints, it didn't stop her from trying to break free. As she struggled, tiring herself out, her eyes finally stopped waving from side to side and were brought to a halt when she noticed something looking at her. Even though it was dark, the silhouette of the figure stuck out greatly.

Patiently waiting, still like a scarecrow in a field. He raised his head a little, allowing his cold, barren eyes to captivate her. His cold, dead breath spilt into the air as he spoke through his stitches.

"So you came..." Fright said in an unhurried tone. "At first I was sceptical that you would appear, but here you are."

Filled with many things, anger, sadness, hate, Celestia didn't know how to feel. This was the first time she was face to face with the enemy that was once her ally. Acting as a puzzle, her emotions pieced together after realising what he had done to cause so much trouble. Angered by his presence, she narrowed her eyes, glaring at him.

"I doubt that you came here because you were brave, I'll take it fear drove you to take action."

"Did you think I would simply stand by and watch you cause such heresy?!" Celestia frowned, her voice rough and sharp as a knife.

"It wouldn't be the first." He replied, his poorly stitched mouth began to stretch a little across his face. "Do not forget you're the reason why I look like this... You watched it happen." He recollected. "How fear brought out the worst in you that day, it forever changed you, like how tonight is going to forever change Equestria."

His toneless voice stabbed her ears, she couldn't stand to look at his poorly repaired mask of a face. The stitches, the rags, it was art that only monsters would find adequate.

"After all you have done..." Celestia started, her glare sharpening like a spear. "Producing that vile poison, experimenting on your friends, torturing Spike and now this! This... This won't end the way you think."

Simply, Fright smiled through the stitches of his crafted face, satisfied with Celestia's fears getting the better of her, "You promised your subjects that they would be safe, that your home would be secured behind faith, but what will they see once the breakout is complete?" He asked. "They will see the fears you tried to lock away, the despair you tried to vanquish. Terror will swarm over their homes, over their lives because of your judgement."

If she was able, her magic would have blasted through him, but due to The Hunter's curse, she was powerless. All of her magic was being blocked by the dark crystal that cemented her horn.

"But do not fret..." His quiet voice clambered. "You will live to see it."

With his preaching about fear continuing to fly from his mouth, Celestia's temper began to spark a little, narrowing her eyes as she bottled up her fury, in the position she was in, she was right to stay quiet.

"I'm sure you're scared of what the future holds once those cells open." He whispered. "But it is time for the world to share my vision, to see you for the worthless coward you really are. A coward that will be empty of hope, ruined by her mistakes, and then... You can watch your subjects succumb to terror as they scream your name, chocking on their final breath that will be tainted by the horror you help provide."

“If you do this… I’ll make sure you’ll never see the light of day," Celestia growled with venom.

"Intimidation is something you don't possess and it is something I can't expect from a coward like you." He insulted.

"You're making a mistake!" She shouted, finally brimming with annoyance and agitation.

"Who are you tell me about mistakes?" He asked. "How many did you make that cost the sanity of your own sister?"

Celestia sharpened her glare once again, almost ready to lash out.

Despite her fury she bottled up, Fright, with ease, continued, "The creatures that are locked away; these brutes bent on madness, they were created because of you. They are here because of you. You're the reason why they're recognised as monsters to the world. You denied them a second chance; you denied them the help they needed. Instead, you forced them to decay behind bars until their souls broke. The cracks are forming and their liberation will come. Fear will sculpt a world of terror."

Forging away from his apprehended foe, Fright moved back, returning to the pit, "I have long yearned for this night; anticipated it. Not only will Equestria change forever, but so will it's inhabitants."

And with that, Fright left the dungeon Celestia was trapped in.

Wrapping her mind about what was happening, Celestia tried to pull from her restraints but the chains proved too strong for her. The darkness around her began to swirl, this wasn't the first she had been left angered and scared. She felt it when banishing her sister, but the thought of her home, her subjects that she swore to protect, it was scaring her deeply as every thought went into detail about the breakout.

Trembling, her heart pounded against her chest, almost trying to break free. No matter how hard she tried to break free, anxiety was beginning to leave a mark. She screamed for Fright, her voice travelling past her sealed door.

Fixated on the unicorn that was her brother, Twilight could feel the angst slightly numbing away, clearing a path for what felt like relief but only a small amount of it, for she knew the breakout wasn't over which came close to terrifying her out her skin. However, seeing Shining Armour outside her holding cell brought a smile to her face, not sure whether to admire his bravery or stubbornness. With her heart pumping up hope, the alicorn managed to lift a small smile.

Although his presence restored her faith in escaping, she couldn't help but feel concerned for the condition he was in due to The Hunter's attack. Through the darkness, Shining Armour emerged, carefully and steadily entering the cell block, doing everything he could to not draw attention.

"Shining?" Twilight softly spoke. "What... What are you doing here?"

Taken by surprise, Rainbow Dash commented, "This better not be some illusion or a changeling in disguise." Her voice rang with frustration.

Just before Shining could answer, entering the room was the pegasus Holly, the second in command. Despite the noticeable mark on her face due to The Hunter's attack, she looked fine.

"Looks like we're in the clear for now, Captain. But we'll need to act fast before we're spotted." She informed.

"Understood," Shining Armour acknowledged, turning his attention back to Twilight.

Feeling a mix of surprise and uneasiness, she simply stared at her brother through the bars that confined her, speaking, "What are you doing here, I thought you-"

"I couldn't let myself sit by knowing that you and your friends were in a place like this, Twilight. I had to do something," Shining Armour interjected. "Once the fog cleared, Holly and I tried to gather as many soldiers deemed fit... But I couldn't push them, not after what that hunter did. They were scared." He told.

In his eyes, Twilight could tell he cursed himself for letting The Hunter slip by.

"It was a good thing we came." He finished with a smile stroking his face.

"But you're hurt," Twilight said.

"I'll be fine, there are more important matters going on right now. Like stopping that vile queen!"

Glowing, the unicorn's horn began to brighten, creating a beam that targeted the prison bars of Twilight's cell, melting them with ease. No longer a prisoner to Tartarus, she was free. Not long after Twilight's release, he moved onto her friends, freeing them as their disintegrate. With every second passing, the iron bars lost their strength, turning into nothingness as they melted.

Hopping from the wretched hole, Rainbow Dash gave herself a stretch, her wings spreading, feeling the freedom. Same went with Applejack, proceeding to Rarity's cell and helping her down from the container. Bouncing free, Pinkie Pie zoomed to Shining Armour and hugged the unicorn, clinging to him like a magnet.

"Thank you!" Pinkie Pie heartened, relieved to be free.

At first, confused on how to react, Shining Armour lifted a smile as he looked down at the pink mare. Despite her fears, she was quick to pull away, turning her attention to Twilight who approached Shining Armour. Painting a small smile on her face, Twilight was quick to lunge at her brother, clinging to him much like Pinkie Pie did. In response to her sudden embrace, Shining pulled her close, accepting the hug of his sister.

"The fog... We saw awful things." She whimpered. "Chrysalis..."

"I heard what she said." He comforted. "Coming here was a mistake for her, for The Hunter, for Fright because they won't be leaving."

For a moment, embracing her sister, his eyes caught onto the fact that something was wrong with Twilight's appearance. Other than looking frightened, her horn appeared cursed.

"Your horn." He pointed out. "What happened?"

At first, Twilight began to stutter, hesitating to speak about the one who caused this.

"It... It was The Hunter. He knew we were coming and set up a trap."

Shining Armour's gazed at her sister with a stern look, "Did he hurt you?"

"I'm fine, Shining," Twilight cooed. "We're fine, but somehow The Hunter has managed to prevent me from using my magic. Same goes for Rarity."

Observing the corrupted crystals around Twilight's horn, Shining Armour's thoughts were brewing, they looked identical to the type of spell King Sombra produced. Before he could say anything, the feeling of security Twilight wished for didn't last long when Rainbow Dash's alarmed voice cut the momentary silence.

"Quick! She needs help!"

Everyone's attention turned to the alarmed pegasus, carefully lifting her unconscious friend from her cell and gently resting her down on the ground. For a while now, Fluttershy had been left in some sort of comatose even when she was in the fog. With Rainbow Dash by her friend's side, Holly approached them, analysing the unconscious pegasus.

"What happened to her?" Shining Armour asked, the look of worriment painting over his face.

"When we were in the fog, we witnessed our worst fears. We were all taken and shown a path of terror. Once we were almost out of the fog, Fluttershy simply collapsed," Twilight informed, almost aching her to bring up what she witnessed in the fog.

"Everything in that vile mist felt so real!" Rarity snivelled.

Frightened to know what has become of her friend, Pinkie Pie's mouth trembled a little, "How- How is she?"

Remaining silent, Holly wasn't too sure how to answer.

"Well?" Rainbow Dash blared, growing worried by her silence.

"I'm no medic, but all I can tell is that she's unconscious," Holly briefed.

"It doesn't take a genius to see that." The pegasus snapped.

"Easy Rainbow!" Applejack allayed, placing a hoof on the stressed pegasus' back.

Holly allowed the mockery to pass by and formed a solution, turning to Shining Armour.

"Captain, we have many wounded and whatever this Pegasus is going through is unknown, might I make a suggestion?"

"Proceed," Shining Armour permitted.

"We..." At this moment, Holly began to regret what she was about to say, her words slightly betraying her. "We separate our forces and take the injured back to Canterlot."

Shining Armour's eyes widened a little, shock didn't consume him but rather confusion.

"You want to retreat?"

Holly assured her loyalty, "I'll stay by your side no matter what, Captain." She spoke with a stern look. "But we have two airships outside, what I'm trying to say is that we have our pilot take this pegasus and those who are hurt back to Canterlot. Our medic is only one and he's gonna need all the help he can get, but he won't find it here, not on the doorstep of this prison."

Shining Armour was at a loss, as captain it was his call on the matter, but whatever choice he made he fretted that it would doom them.

"She does hold a good point, Shining," Twilight added. "None of us know what will happen here tonight."

"Alright," Shining Armour settled. "Holly, take Fluttershy back to the ship and tell the pilot to set a course to Canterlot. Have anypony willing to stay behind to come aid us, understood?"

With a smile brushing over her face, Holly replied, "Understood."

Without wasting another second, Holly lifted Fluttershy onto her back and was ready to go until Twilight spoke.

"Wait." The alicorn requested. "I think it's best one of us were to accompany her. She can't be alone."

Although she was the Element of Loyalty, Rainbow Dash's mind was swarming with wrath, she wanted to stay and stop the maniacs from ruining her world.

Applejack, Rarity and Pinkie Pie were willing to help their friend in need, but this would mean leaving the others to face the breakout.

Both Applejack and Rarity looked at each other and then turned to Pinkie.

"Pinkie, could you... Could you get her to Canterlot?" Applejack asked.

At first, Pinkie Pie wasn't against the idea of helping Fluttershy, it's true she wanted to leave Tartarus and assure her friend's safety, but not without the rest of her friends.

"But... What about-"

She sounded completely different without the joy and cheeriness layering her voice. She stood there while everypony's head turned, she didn't know how to feel. Was it bravery or cowardice to leave her friends for another?

"We'll be fine," Twilight told. "It doesn't have to be you, but after what we all went through in the fog, we all took damage and Fluttershy seems to be suffering from what she witnessed. When she wakes up, she's going to need somepony by her side."

Sealing her mouth for a moment, she brought herself to nod in agreement to Twilight, "You're right. I'll go... I'll go." She said again, trying to sound confident about her decision. "I want to make sure she's alright, but I don't feel good about leaving you all here."

"It's okay," Applejack assured. "We'll be fine."

"And you, Rarity?" Twilight spoke.

At first hesitant, Rarity spoke, "No. I'm staying. I have complete faith that Pinkie Pie will protect Fluttershy, there is no need for two of us to go."

Pinkie Pie lifted a smile, "All of you, please be careful."

Applejack and Rarity responded with a weak smile. She found it remarkable that after all they had been through, they were still strong enough to show a smile. As the pink mare hurried over to Holly, she was stopped by Rainbow Dash, gently lifting her hoof on her back as she spoke with frailty.

"Thank you."

Understanding the fear her friends were going through, Pinkie brought a smile of her own, trying to reassure them all that she along with Fluttershy was going to be safe. It was true Pinkie wanted to leave this place as soon as possible, but not leaving those she loved behind.

Shining Armour watched as Holly exited the cell block, taking Fluttershy and Pinkie Pie with her. Now that Twilight along with her friends was free, the only one left that needed saving was Celestia. She looked around the room. Shining Armour, Rarity, Rainbow Dash and Applejack. They were all that was left to stop this breakout.

Not allowing herself to be absorbed by the torment Chrysalis derided, Twilight brought her mind to the objective.

"We need to find Celestia." She reminded.

"But where could she be?" Rarity brought up. "This foul prison is like a maze."

"If that bug-brain queen is going to see her, then she won't be far," Rainbow Dash spoke.

"Then we better get a move on," Shining Armour said. "Time is of the essence."

"Hold on now," Applejack halted. "We can't just go racin' around the prison."

"You got a better idea?" Rainbow Dash questioned.

"I'm just sayin' we need to be careful, there are changelings swarming around here and then there's that... Hunter." She finished her sentence with a chill crawling up her back.

"Just let me lead," Shining Armour proposed. "I want you all to stay behind me and let me know if you see or hear anything, understood?"

Twilight didn't have a problem following her brother's lead, neither did the rest. They exited the room, in hopes to find their ruler and put a stop to this madness.

As Fright began to slither his way back to the to the platform, ready to continue with the breakout's progress, he was confronted with The Hunter, waiting for him with his arms crossed. Needless to say, he was somewhat expecting to see him there. Due to the mask, his emotions were unknown, but it seemed that he was disappointed in him.

"Is something wrong, Hunter?"

The Hunter responded with a low rumble escaping his mask, emitting a rattle noise that tuned the spikes around his false face, "Is something wrong?" He repeated in an annoyed tone. "They're still breathing."

"Death is their only escape from fear, you granting their demise would be doing them a favour."

"Then why prolong the inevitable?" The Hunter approached Fright. "You have them captured, you're perfectly capable of breaking them now, aren't you?"

"We agreed that we wanted them scared. How will they know terror when their home isn't threatened? How will they truly know that nowhere is safe once the breakout is complete?" Fright persuaded. "How will they know that they can't run from fear, from The Hunter?"

The Hunter remained silent, Fright's reasoning crawled into his mind. Let them toy with his victims. Slowly, the damaged alchemist past by his instrument of fear, returning to the controls as he deteriorated the prisons' defence.

"You will be rewarded for your support soon, Hunter. But until then, I have a task for you. One that requires your skills and intimidation," Fright informed, his voice lightening a little.

Once again, The Hunter gave off a deathly sigh, "What is this task?"

Tartarus' interior felt like a home that belonged to a devil. Constant laughs and howls along with screams and growls every minute. It echoed through the jagged, cave-like corridors, travelling through the darkness. With the five ponies travelling through the unpleasant darkness, the jagged stones listened to their trembling, their hearts pounding against their chest as every step they made failed to produce any form of sound. The deeper they descended, the more they bathed in darkness.

With Shining Armour taking the lead, he did everything in his power to keep them safe. His horn produced a rather small glow, allowing them to see but not too great as it would give away their position. Following the path the corridor guided, now and then he'd check behind him to see if Twilight and her friends were still following

Growing worried much like everypony else, Rarity stuck close. Her mind was flickering with angst, petrified to see a horde of monsters come crawling down the same corridor she was in.

Rainbow Dash was frequently twisting her head back and forth in case they were being followed. She was on high alert about many things, the breakout, the safety of her friends, another attack from The Hunter, but she was mainly wondering why Fluttershy did what she did. Why did she enter the fog? It was bugging her not knowing the answer, and it irked her to no end that she was in some sort of deep slumber.

Applejack kept a lookout for everypony, she noticed what her friends were going through, but at this point, trying to cheer them up would have no effect. Tartarus gave her chills, but she was brave to continue and surprisingly, she didn't show a hint of trepidation. However, her concern for everypony else grew strong.

Although she was free from her cell, The Hunter's warning kept circling around Twilight's brain, his harsh voice slithering down the routes of hears.

'If you try anything, escaping or fighting back, I will break that horn from your head and make one of your friends swallow it.'

It hurt! The way panic bubbled in her blood, the way everything was weighing down on her. Spike, her friends, the whole of Equestria, the world she may know it could come to a change if she failed.

Coming to an unexpected stop, Shining Armours' ears twitched to a sound the others failed to pick up.

"Shining?" Twilight softly whispered.

"Why have we stopped?" Rainbow Dash questioned. "Are their changelings nearby?"

"Do you hear that?" Shining Armour asked.

Silence lingered as everypony zipped their mouths closed, the echoes of the prisoners' manic voices continued to shake through the air, but it was faint. As Applejack and Rarity exchanged a look with one another, Rainbow Dash was ready to break the unpleasant silence, but finally, they heard it. What sounded like a bark decorated with pain, they heard the faint coughing.

"Do you think-" Rarity was about to question, only for Twilight to overtake Shining Armour's lead and track down the source.

"Twilight, wait!" Shining Armour commanded, his voice still lowered.

He was about to follow her lead, but Rainbow Dash took off, zooming past the captain and now, following Twilight. Clamping his teeth together and holding his voice down, Shining pursued the two with Rarity and Applejack promptly tailing him.

Through craggy hall, Twilight's heart began to twist and pump in hopes to find her mentor. Right now, the only sound she could hear was her own exasperated breath as she chose not to slow down; she refused to. It wasn't long before she began to pass by a collection of iron doors where she would now allow herself to break her speed. With her friends catching up, she heard the hurt coughing once more and chose one of the many doors to open.

Heavy and cold like ice, Twilight pushed her whole body against the door, but it refused to open. By her side, Shining Armour helped and slowly, it began to move. Slowly, but surely the door opened with a deafening creek. Open, Twilight along with her brother's eyes widened in shock. They had found Celestia.

Bound differently compared to the rest, the alicorn's wings remained chained and shackled as if she was a monster. Slumped against the cold, murky wall, Celestia's horn was identical to Twilight and Rarity's when it came to being infected by The Hunter's power. The elegant, graceful princess scathed by Chrysalis' magic, all around her body she felt a burning sensation cutting deep and squeezing her strength.

Celestia's eyes widened with a blank expression, "Twi... Twilight?"

"Princess!" She bawled, quickly running towards her damaged mentor.

As Shining Armour entered the dungeon, he accompanied his sister with helping the princess. Rainbow Dash, Applejack and Rarity entered the dreary chamber, their reaction much like Twilight's as their eyes bestowed upon Celestia, seeing the dark marks her wings were patterned with. The elegant princess had been marked with pain, she looked exhausted, tired within the eyes.

"Goodness!" Rarity gasped. "What- what happened to you?" She asked.

With the help of Twilight and Shining Armour, Princess Celestia managed to raise herself from the filthy floor and away from the cold, cragged wall. With a deep breath, Celestia explained, fighting the pain that was inflicted upon her.

"Chrysalis... It was Chrysalis."

"I've just about had it with these bozos!" Rainbow Dash clamoured while shaking her hooves.

"Keep your voice down, Rainbow!" Rarity commanded. "Do not forget that we are in a prison filled with brutes!"

"Are you okay, Princess?" Applejack grew a worried look, lifting her hat a little.

"Do not fret, Applejack," Celestia assured, holding her pain together. "I am quite-" With a struggle, Celestia nearly fell, only for Shining Armour to supper her side, maintaining her balance. "I'm fine... I'm fine..."

In this moment of security, Applejack turned back to close the door, in fear that they would be spotted.

"Keep her steady, Twilight," Shining Armour commanded, his horn glowing at the chains that tangled her wings.

Obeying her brother's command, the iron restraints began to disintegrate as Shining Armour's horn created a beam, directing towards the chains. With her wings now free, released from the grip of metal, Celestia stretched despite the pain she felt.

"Time is... Of the essence," Celestia said, slowly managing to walk by herself. "We need to stop them!"

"Don't strain yourself, Princess. You're hurt," Shining Armour eased. "That and your horn appears to be cursed by The Hunter's power."

"Enough about me, Shining Armour," Celestia told. "The breakout is almost ready, it needs to be stopped at once!"

"She's right," Rainbow Dash agreed. "I know Celestia's hurt, but so will everything in Equestria if this... Psycho succeeds with his plan."

"Well, we can't just-"

For a moment, all eyes were on Applejack, their ears open for what she had to say, however, her sentence faded to silence when she picked up the sound of buzzing, as did everypony else. The look of curiosity washed over their faces as did concern, that was when the buzzing got louder by the second.

Quickly and quietly, Rainbow Dash along with Applejack lifted the dungeon's door, slowly and steady. Peering through the gap they managed to create, they watched Tartarus' corridors swarm with changelings taking flight. Too many to count and hastily moving, their wings hummed through the barren, dark caves.

Closing the door back over, Rainbow Dash and Applejack exchanged a look between each other.

"What is it?" Rarity dreaded to ask.

"It's the changelings," Rainbow simply answered.

"There's a lot of them, but it looks like they're in a hurry," Applejack apprized with a confused look.

"They must be evacuating," Shining Armour said, his face slowly becoming frightened. "Which can only mean... The breakout is starting..."

The swarm of the changelings had long gone, it was only silent because no one had anything to say. Panic was beginning to rise in case they heard the manic screams get louder, but it didn't.

"What are we waiting for then?!" Rainbow Dash questioned. "This needs to end now!"

"And it will," Twilight confessed. "We must hurry."

"But what about Princess Celestia?" Rarity brought up, worried about her condition.

"I'm fine." The princess settled with a sigh. "These wounds aren't enough to stop me. This madness needs to end now."

Gracefully, even though she appeared to be damaged, Celestia's wings stretched elegantly like a swan. She rallied everyone to follow her lead. With the corridors clear, not another second was wasted waiting around in that daunting dungeon. Celestia refused to turn back, she refused to let the pain halt their progress. Through the empty halls, they hurried.

What seemed like forever, Holly and Pinkie Pie finally found their way out of the nightmarish prison. They could see the door opened, and to Pinkie Pie, it looked different, probably due to the fact that it wasn't covered in fog. Despite being free from the fog's horrid illusions, walking back from the hell-like pit still ensured her to feel the tight grip of fear.

Holly kept moving forward, determined and wanting to return to Shining Armour. However, many things troubled her and one of those difficulties would be trying to get at least one pony to stay behind with her to help the others. After The Hunter's attack, some were left angered while others were fearful and scathed.

In a world of her own, Fluttershy remained limp and senseless. Holly kept her perfectly balanced on her back and at a steady pace, she grew closer to the airship.

Worried for her friend, Pinkie Pie couldn't help but shift her eyes to Fluttershy every few seconds. Like a needle, thoughts pricked her mind on what Twilight and the others were going through.

"Do... Do you think she's going to be okay?" Pinkie Pie wistfully asked, looking scared and doleful towards Fluttershy.

Wih a sigh, Holly confessed, "That's the third time you've asked that same question and I'm going to give you the same answer. I don't know." Despite repeating this question over and giving her the same answer, Holly kept her voice light, she couldn't feel annoyed at the pink pony after what she had been through.

"Do you think it was a good idea leaving Twilight and the others behind?" She questioned. "I can't help but feel bad..."

"We're not leaving them behind," Holly responded. "I'm heading back in there with reinforcements and you have to get your friend along with the other wounded back to Canterlot. We're all doing our part."

Relief hit Pinkie Pie the moment she exited the prison, coming int view of the dead, barren land around her. Even though it was still depressing and eerie to gaze upon, it was better than being cooped up in a rotten cell. Her eyes darted to the two airships that belonged to Celestia.

Holly didn't stop to observe the dead land they stood on, she continued to the airship. With her hooves slightly sinking into the ground with every step she took, she couldn't help but let doubt get to her. Convincing the soldiers that Shining Armour needed back up was going to be difficult.

Taking notice that she was falling behind, Pinkie Pie quickly sped up to Holly and then slowing herself down when they reached the airship.

Upon boarding the ship, the interior was filled with the wounded, scattered around as their bones ached, their muscles hurting with every groan escaping their body. Frantically, the medic was stretching all over the ship, trying to attend to his aggrieved companions.

"Holly!" The medic took notice.

Gently, Holly lowered Fluttershy down and immediately Pinkie Pie rushed to her side. With the pegasus secured, Holly turned to the medic, taking a deep breath in.

"Where's Shining Armour? The princesses?" He was beginning to panic. "I can't treat this many wounded without assistance, I'm one pony."

"I understand your troubles, doc." She eased. "Which is why you're being returned back to Canterlot with the wounded."

At first, the medic didn't know how to take in the information, he had many questions driving through his mind. He wasn't against the idea of being returned back to his home, it was for the best.

"I... That's good news to hear, but what about-"

Holly quickly interjected, "Shining Armour along with Princess Celestia and the others are still in the prison. They're putting a stop to this madness and I plan to help them." Just then Holly turned away from the medic and her voice raised. "Which is why I'm going to need everypony's attention."

Hearing her valiant voice fill the air, the weakened and hurt soldiers' eyes were pointed at her, their ears open to her words.

"I bring word from Shining Armour." She announced. "Princess Twilight along with her friends have been found and they are continuing to fight this battle. However, they stand outnumbered against the changelings. To those who are wounded, you will be returned back to Canterlot to seek further medical attention immediately, although I ask those of you who can stand to fight with me, to save Equestria from this breakout. United, we can do better-"

"Cut the garbage, Holly!" A soldier rudely interjected, sounding irked.

At first, stunned to hear what was spouted at her, Holly felt a combination of confusion and exasperation lockdown in her system. This moment of valiance was shattered, her shocked expression turned to that of anger.

"I'm sorry, what?"

"Forget it, Holly!" The soldier told with a gruff. "'United, we can do better' is a load of rubbish! Did you forget what that beast did to us? He tore and pummeled through all of our defences like we were nothing! Like all of our training meant nothing!"

Just before Holly could respond, another soldier interjected, "He does have a point, Holly. We were thrown around like rag dolls and now you're asking us to get beat up again."

"I'm not saying that!" She argued.

"Against that demon, the changelings and whatever dark magic that alchemist has, forget it!"

"So that's it?" Holly questioned with a hint of anger. "You just want to hide and pretend everything's gonna be alright?"

"Look around, Holly!" Hammer Heart managed to stand, the wounds on his face present. "We clearly outnumbered that beast and yet he beat us. There was only one of this monster and he managed to do all of this!"

Around them, the soldiers Holly tried to rally were all hurt and suffering from their wounds, she could understand that the wounded needed to heal, but to those who could stand refused to fight with her due to fear.

"I'm sorry, Holly." Another weakened and frail soldier apologised. "But not this time. All we do is protect and fight, but in the end, what do we get for our services?"

"A future!" Holly shouted. "It's because of us, ponies look up to a future that's absent from fear and evil. We keep Equestria safe, we keep the princesses safe because we took an oath to defend what matters most!"

"And what about us? Do we not matter? Are we meant to just blindly follow orders and die like mindless drones?"

"No! Of course not!" Holly responded. "We're not drones like changelings, we have a reason to fight rather than just serving a queen. With two alicorns on our side, this fight will be a lot easier. Shining Armour needs those of you who are still standing strong, Princess Celestia and Twilight needs us more than ever. Tartarus is on the brink of having every prisoner set free, but we can stop that. Please, think of our home, our loved ones, our future."

Silence brushed over Holly as her fellow comrades failed to give her a response. It felt like the world around her had stopped moving; that everything was still. With her eyes darting around the ship, she could only take notice of how they were afraid and refused to look in her direction as if they were ashamed to admit the fear The Hunter struck them with.

"I'm sorry, Holly," Hammer Heart apologised. "But this is something the princesses can do on their own."

Disgraced that not even one of her own allies would stand by her, Holly simply locked a look grimace as her eyes darted to the ground.

Pinkie Pie remained by Fluttershy's side. Scared and worried knowing that Twilight and her friends weren't going to receive reinforcements, the pink mare was beginning to tremble with uneasiness.

Holly turned her attention to the pilot of the airship, "Get everypony back to Canterlot."

Slightly losing hope, Holly focused on the exit of the airship, proceeding to leave.

"You all have a right to be afraid." She eased. "But there has to be a time when you must stand up and fight, even if it is against the worst of your fears."

And with that, Holly left the ship. Quickly, the pilot escorted himself to the deck while the medic continued to try and stretch his attention to everypony else. With Pinkie Pie worried about more than one friend, she tried to calm her nerves by mainly focusing on Fluttershy, holding onto hope that Twilight and the others could prevent such a grim future.

Seeing the lifeless Fluttershy slumped down, looking blank, Pinkie Pie remained close by her side, holding onto her hoof. What was going on in her mind was unknown, help was needed and not just for Fluttershy, but for the others still wandering in Tartarus.

Rapidly pounding against the notched, broken ground, their hooves almost gave away into pain. For how long they were running, they did not know. Through the darkness, Rainbow Dash took the lead, soaring down hell's cave like a falcon. Time was precious and wasting it would only let their enemies get closer to the doors of victory. As Twilight began to pace herself through the prison's corridor that looked straight from a nightmare, her ears twitched to the sound of laughter and screaming, it was no different than before except it sounded closer and louder. They had arrived at the point where they could hear the prisoners' cheering bouncing off the cave's walls.

After turning a corner, Twilight along with the others finally brought themselves to a halt when their eyes took notice a constructed archway, it was filthy, dark and had pieces crumbling off. Through the crafted, gothic archway, the alicorn along with her friends heard the very same screams of insanity and ferocity, but this time it appeared louder, it felt like they were being roared at. It was like an arena for gladiators to battle in. Within the centre of the arena was some sort of contraption; an odd machine that took the form of a glowing sphere attached to a stand.

Taken by surprise, Rarity nearly jumped out of her skin when she heard the manic screaming burst into her ears.

"What is this place?" Applejack examined, her eyes going beyond the archway.

"This is the pit," Celestia answered, her voice sounding empty of emotion. "Tartarus' core, here the prison can be operated and shifted."

"So Fright must be in there then, let's go!" Rainbow Dash alerted, ready to charge in until Applejack bit her tail, preventing her from going any further.

"What gives, AJ?!" She snapped.

"Ah want to a put a stop to this whole mess just as much as you, but chargin' in there without a clue of what ya doing is just gonna make things a whole lot worse," Applejack told with a glare.

"She's right," Rarity backed up. "We didn't come this far just to get pushed back in a filthy cell."

"But there's not a changeling in sight, look!" The pegasus declared, throwing a hoof just beyond the archway.

Observing the pit, Rainbow was right. Twilight's eyes followed her friend's hoof and could only see the cells burrowed into the walls, that and from a distance, she could see the raised platform that controlled the prison. There wasn't a single changeling in sight, it was just a barren arena with cells delved into the walls.

"All of them left?" Twilight arched a brow, seemingly confused.

"They wouldn't have all left, not when the breakout is complete," Celestia said.

"Ah don't like this," Applejack commented, smelling something suspicious.

"I'm with you, Applejack," Shining Armour added. "This looks like a trap."

"Trap or not, we can't just sit here and wait for something to happen," Rainbow Dash raised.

"Rainbow Dash is right." Twilight's brother agreed. "Time's wasting."

Before the conversation could go on, another wave of cheering and horrific screeching echoed through the prison's halls as well as the ponies ears.

"They're excited," Applejack said with a slight tone of panic gripping her tongue.

"Look!" Rarity threw a hoof, pointing through the archway, into the arena that contained the thrilled prisoners.

Within the arena of Tartarus, the sphere located in the centre began to glow, a blue aurora surrounding its surface. Coming into view, they watched as Fright ambled to the sphere, facing away from them. They all spared a moment of attention as he began to sway and tamper with the sphere, coming close to winning. Upon seeing him, Twilight could only feel irritation and hate brewing in her system. Wrath was beginning to glaze over her eyes, steaming with fury as every second of Spike's suffering began to swat her brain.

"There he is," Rainbow Dash growled through gritted teeth. "I suggest we all charge at him, after what he's done, he deserves as much pain as possible."

"No," Celestia declined. "Nopony is going anywhere near Fright, not while he possesses his toxic illusions."

While discussing their strategy, crowded, no pony took notice to Twilight. Applejack, Rarity and Rainbow Dash stayed by Celestia while Shining Armour was concerned for everyone's safety.

"Holly said she went back for reinforcements, I can only hope they get here soon. Whatever The Hunter's done, you're incapable of using magic." He pointed to Celestia and Rarity. "I know you're all able to fend for yourself, but we're-" For a moment, his eyes widened when he turned his head to the empty space where Twilight originally was positioned. "Where's Twilight?"

Through the arch, they all watched Twilight advance towards Fright on her own. The way she was moving almost looked possessed with hatred.

"Oh no," Celestia whispered as her voice was attacked with disbelief, her eyes widening.

The lavender alicorn's pupils sharpened like daggers, her angered eyes appeared almost lethal, like they could rival with Fluttershy's stare. Her heart began to kindle, then burn with rage as her veins poisoned any innocence left within her, completely erasing mercy from her system; running it out of the picture.

Making her way across the pit, towards the centre where Fright began to operate the breakout, Twilight could only focus on one thing. The closer she got to him, the more she began to despise him. Manehatten, Discord, Fluttershy, Spike... All of the threats, the chaos and fear, it was because of him.

Taking action, Celestia quickly pursued Twilight while Shining Armour followed. Rarity displayed a look of dread, quickly coming to her friend's aid. Applejack and Rainbow Dash were quick to follow, concerned and concentrated wiping over their face.

From every corner of the prison, horrid screams and insane cackling traversed the pit, they're insanity forming an uncomfortable presence towards the ponies that entered. Princess Celestia feared coming back to a place like Tartarus, not because of it's bleak environment, but due to the monsters that dwelled behind their prison bars.

All around, they felt the merciless and cruel eyes of the prisoners stab into their soul. During her time in the fog that bathed her mind in dread and anxiety, Celestia encountered her fears, she couldn't shake the thought that she created them. All the monsters, the demons, the beasts that are sadistic and cruel, all functioning that way because she couldn't take the time to give them the help they needed.

Passing by the many cells that screamed at her in hate, Celestia along with the others blocked all their terrorising screeches, although it was difficult to ignore the monsters that she created. Cold and sharp, the prison's air gripped her in a world completely different from Equestria. These creatures have no clue what awaited outside the prison, they've been dwelling and wallowing, waiting for a chance at freedom.

There were so many monsters that drove Rarity to sickness, the way they looked at her rotted her stomach, scaring her eyes. Applejack and Rainbow Dash didn't allow the prisoners to get to them.

Almost nearing towards him, Twilight was stopped when Celestia interfered, blocking her path as if she was a barricade. Gently, she placed her damaged wing in front of her student's chest. She didn't bother to look at her mentor, her eyes, like magnets, were still connected towards Fright's position.

"Stop!" Celestia ordered. "I know this feeling consuming you, I've been there before, but don't! Not like this."

Catching the voices, Fright turned away from the control sphere and his lifeless eyes detected his enemies interfering. Oddly enough, he didn't look surprised or threatened.

The anger present on Twilight's face was a little frightening as if she wanted to pick a fight. When she noticed Celestia wouldn't budge from her path, she finally looked up, allowing the Ruler of Equestria to witness the hate in the lavender alicorn's eyes.

"He hurt Spike..." Her teeth gritted. "He's done nothing but haunt us!"

Twilight was almost acting as a bomb with a short fuse, burning away and ready to explode.

Shining Armour stood in front of both princesses, acting as a shield. His focus directed towards Fright. He glared at him, holding his ground, ready to expect the unexpected.

A bridge was formed the moment Fright looked past the unicorn and towards the Princess of Friendship, their eyes connected and this added to the furnace of hate scorching within Twilight.

"Don't do this, Twi," Applejack cooed, just behind her. "Remember what happened at the Diamond Dogs' camp, remember what we discussed."

In all honesty, Rainbow Dash didn't know what she wanted. It was true she wanted to see Fright hurt but seeing her friend dig for vengeance was something new, it scared her a little.

"I hate what he did to Spike too," Rarity joined in, trying to reach Twilight. "But this isn't going to make anything better. This is grief and I expect you to let it out, but this isn't the way to do it."

Still blocking her path, trying to soothe her, Celestia lightly reasoned with her, "He will be punished, but not like this. Don't let vengeance play your mind, don't make my mistake and have to wake up every day carrying the weight of having wrath take over." She cooed, eye to eye with her. "Please... For Spike..."

As if water poured over the furnace burning in her heart, Twilight freed a sigh and rested against her mentor's wing that denied her path. This feeling of being secured by the princess was therapeutic. Turning back, she witnessed heartache. Worriment was present on Applejack's and Rarity's face while Rainbow Dash looked consumed with hate towards the fear-bringer.

Hovering over Celestia, Rainbow Dash landed by Shining Armour's side.

"This ends now, Fright!" Shining Armour raised his voice. "It's over! Step away from Tartarus' core and you won't have to get hurt!"

He heard his words well and clear, but he didn't say anything. He didn't look threatened nor bothered that he, along with his plan had been compromised. With his stitches hanging over his mouth, Fright remained silent and turned back to the sphere, pressing and swaying against the surface as he erased Tartarus' security despite their warning.

This only further angered Shining Armour as he marked his eyes with vexation.

"Hey!" Rainbow Dash yelled. "Are you deaf or just ignorant? Step away from the core or we'll make you!" She threatened, pounding her hooves together. "And I'll be glad to make you!"

Finally, Fright spoke, his voice matching with the dead, infected air that surrounded them.

"Did it hurt?"

Everyone's ears boosted up upon hearing this.

"What?!" Rainbow Dash growled with a hint of annoyance.

"Did it hurt?" He repeated. "To watch him drown in his own fear, to watch him break because of your mistakes."

He was asking for it... To feel pain...

Angered and recollecting the events of the announcement, imagining the pain Spike endured, Twilight allowed wrath to take over her mind once more.

Worriment hit Celestia the moment she knew vengeance was playing on Twilight's mind.

"That's enough!" Celestia shouted, annoyance gripping her throat, her wing keeping Twilight steady.

"You can't frighten me, I know what you all are. It's a shame Spike couldn't share my vision sooner, all of this suffering would have been prevented."

Shining Armour advanced towards Fright, ready to contain him.

Hearing Fright's mockery once more, Twilight couldn't allow this to go on.

"He was a fool to think you'd find him. Because of your judgement, his hope and mentality shattered..."

That was the breaking point for Twilight, she looked up at Celestia, her face grew into an expression of anger, containing nothing but resentment. Her innocence was wiped; erased.

This look scared Celestia, no, it terrified her. She wanted to expand her comfort, but Fright's vexatious voice grew on the stressed alicorn like a headache.

"...All because you saw him differently, a servant; a slave... He suffered because of you."

No longer could she hold herself together, like a volcano, Twilight erupted with rage. Finding a passage, she struggled for a brief moment and slipped through Celestia's wing.

"Twilight!" She shouted.

Shining Armour and Rainbow Dash looked back to witness Twilight zoom past them like a shooting star, her hooves burning into the ground as she ran.

"Twilight, don't!" Just before Shining Armour could interfere, he was zapped; stunned. A small groan escaped his mouth and his body froze, a green aurora surrounding his body.

"What the?!" Rainbow Dash blared, quickly wrapped in green aurora as she was the second to become stunned.

Celestia's attention was focused on Twilight until Shining Armour and Rainbow Dash had been struck, immobilized.

"Shining-" A forced groan interrupted her sentence as the very same spell struck her body. A green aurora covered her white, fur, freezing.

With a sudden gasp, Applejack and Rarity hopped from Celestia's side and turned back to the pit's entrance, witnessing at least ten changelings all hanging above the archway. With their ability to change form, they blended in with the jagged surface, revealing their savage, insect-like appearance.

Like a swarm of wasps, they flew at Applejack and Rarity, taking them down in an instant.

Although Applejack put up a fight, sending multiple punches to the changelings, they tackled her down with full force. Despite her resistance, they hissed and growled at her, continuing to push down onto the ground, restraining her will.

Like Applejack, Rarity was forced to the ground, a spear pointing just in front of her face which froze her like a statue.

As her friends were overwhelmed by the changelings, Twilight's focus was still directed towards Fright. As he turned away from the sphere, welcoming the rage the alicorn possessed, she advanced. Her wings took off, leaping into the air, ready to tackle him.

The world around Twilight began to slow down, she remained focused on Fright, although she had been deceived. Fright's appearance began to fade, the poor stitches, the rags and his body began to burn away with the green aura consuming over him. In a flash, Fright was gone and there stood Chrysalis, playing the role of the demented scientist.

With Applejack and Rarity being held down and Celestia, Shining Armour and Rainbow Dash immobilized, they all watched as what they thought was Fright wither away into the Queen of the Changelings.

Her dark, crooked horn began to glow, firing at Twilight.

Just like that, before Twilight could even process what happened, the whole of her body was gripped by Chrysalis' magic. She had been stunned, held in place as if she was a trophy, levitating in the air as she struggled to break free from the malicious queen's force. Swiftly, Twilight was brought closer to Chrysalis, face to face as a massive grin spread across her face, her sharp eyes staring deep into the princess' soul.

"Are you always going to fall for that?" She howled a vicious laugh.

Realising the mistake she had made, being played like a fool, she wanted to protest, she struggled to break free, frantically turning her head left to right. Upon turning her head right, she was greeted with something unpleasant. With her heart racing, the anger slightly present, but rivalling her bewilderment, her eyes widened in a state of panic when she saw Fright, the real Fright next to her, his withered, disarrayed face just inches away. He lifted his arm, his hand being thrown at her neck, not punching her, but injecting her...

Twilight's breath drawn sharp, setting free a gasp as she felt the syringe around his wrist pierce her neck. Slowly, the vile poison slipped into her blood, infiltrating her body.

In her frozen state, Celestia could only behold the horror that was going on before her. She couldn't move or even speak, same went with Shining Armour and Rainbow Dash. Panic pumped their heart as they watched Twilight succumb to fear.

"No!" Rarity screamed, only to receive hisses from the changelings.

Applejack tried to break free from the changelings' hold, but it was futile.

Finally, setting free the syringe, pulling it back to his side and with a stretched smile, Fright took a step back.

Awaiting her turn, Chrysalis threw Twilight back, just in front of Rainbow Dash and Shining Armour.

"What did you do to her?!" Applejack shouted, being restrained by the changelings.

Upon colliding with the cold, rough ground of the prison, the alicorn struggled to breathe, choking on her own breath. Building herself back up, trying to stand, she immediately fell back down, desperately trying to grasp the tainted air around her as if she was drowning. She felt nauseous, sick in her stomach and mind.

She was scared.

She was afraid.

She was frightened.

With Chrysalis watching, a smirk grew bright on her face like a light, finally, she could witness the suffering of her most hated enemy.

"Now that was fun," Chrysalis beamed, watching pleasantly as Twilight slowly began to descend into madness.

Fright advanced from the core, wandering towards Twilight with ease as she crumbled down to the ground.

"Ngh-No, no!" The poisoned alicorn struggled to breathe.

Within moments, her eyes went blank, her pupils vanishing, leaving only a blanket of red brimming within her eyes. Panic began to cluster her mind, her heart hammered her chest, the world around her spinning as she collapsed to the ground, her eyes brimming with tears as the voices crawled deep, ready to tear her sanity apart. Like a shield, she held her wings over her, shaking rapidly, trying to hide from the demons she feared.

A sea of red mist began to cloud her surroundings, all around, shadow-like monstrosities rose from the ground, slowly limping towards her in a disturbing way. Some were crawling while others stomped their way towards her. The voices came crawling back... Like whispers that howled in the night.

'Stupid... Stupid... Stupid...'

'Annoying... Annoying... Annoying...'

'Pathetic... Pathetic... Pathetic...'

'Worthless... Worthless... Worthless...'

'Failure... Failure... Failure...'

'Scared... Scared... Scared...'

It was painful to watch and not do anything about it. Twilight was suffering, fear attacking her mind and no matter what Celestia or anypony could do, they were either restrained or stunned. With no sign of stopping, the deriding whispers continued, the voices accelerating as she trembled on the ground, holding herself together, silently crying and pleading the nightmares to stop. What made things worse is that she recognised one of the voices, it wasn't demonic... It was familiar.

It was Spike's voice.

'You left me to suffer... You left me to suffer... You left me to suffer...'

This is what he wanted, what filled Fright with satisfaction, to see one of the alicorns fractured, breaking while fear ran through her veins. Drifting around Twilight, circling around her traumatised body like a shark stalking its prey, his cold, uninhabited eyes stabbed right into her. Fright's reticent and devilish voice pierced the alicorn's ears, his voice being backed up with a satanic echo that brimmed her with trepidation.

"Don't fight it." He advised. "For too long you have neglected your fears, buried them in a sea of your own lies." Poorly, he waved his skeletal hand over Twilight. "Do not fight this feeling of trepidation corrupting your blood, rusting the cogs in your mind as you determine which reality is right and wrong. Let my toxic art dissolve the walls of your mentality. Let fear run its course."

As Twilight continued to silently cry, trembling and shielding herself from the world, the voices continued to pin her down. Then, screaming blasted forth and Fright's voice grew louder. Even though her horn had been corrupted by The Hunter's power, it began to flicker. Concentrated and scared like never before, feeling nothing but anxiety and panic smothering her heart, Twilight began to focus on using her magic, trying to break through the blockade that The Hunter had cast upon her horn.

"Even though your mind is being stricken with terror, I still burn with questions. What is it you fear, what horrors are you envisioning in that frail mind of yours? I'm sure you're scared of what the future holds once those cells open." He whispered, pointing to the prisoners around him. "Can you see it? One by one your friends dying? Branded as a failure to the world? Your home plunged into madness?" Finally stopping just in front of Twilight and lowering himself down, he eerily wrapped his hand around her contaminated horn, gently lifting the weakened alicorn's head, staring eye to eye with one another. "This is it... Tonight is the night I hear you scream..."

From Twilight's perspective, everything was banging, her misty, red eyes widened to the sight of Fright's poorly crafted face, the stitches keeping it together. Cockroaches and maggots poured from his vacant eyes, a spider crawled from his mouth and over his stitches.

'Scream... Scream... Scream... Scream... Scream... Scream... Scream...'

'Scream! Scream! Scream! Scream! Scream! Scream! Scream!'

The tight, demonic voices grew louder, knocking and scratching the walls of her sanity. As she stared deep into the emptiness that was Fright's eyes.

'Scream! Scream! Scream! Scream! Scream! Scream! Scream!'

Twilight's lip began to quiver, then her row of teeth clashed with one another as she tried to fight the voices bashing her thought while tears streamed down her cheeks like rain. There was no room to think, no space to breathe, still forced to look up at Fright in this weakened state, her mind began to crack, a scream was ready to erupt, not before one final message of dread struck her. Images of Spike's torment and suffering began to crowd her brain and this was the breaking point.

Applejack watched in panic, worried while Rarity was on the verge of tears, seeing her friend get torn apart. Rainbow Dash tried to break free from this spell Chrysalis had cursed upon her, but nothing worked, moving wasn't an option for her, same went with Shining Armour and Celestia who couldn't take another moment to watch Twilight succumb to this chaotic venom.

A surge of energy rushed into Twilight's horn, a scream bursting loud and clear from her mouth as her eyes locked shut. She was in pain, scared and angered. This scream was satisfying for Fright to hear, even Chrysalis found it pleasant to hear her suffer, but for Twilight's friends, it was haunting and agonizing to just watch her in such pain.

The scream echoed through the pit, Twilight was in agony and frustration, scared right out of her mind. An unpleasant smile developed underneath Fright's stitches, but something was off. With his hand still locked on Twilight's horn, he felt it warming up.

Just like that, the dark crystals that were latched onto Twilight's horn started to crumble, breaking and simply disintegrating. Snapping wide open, showing nothing but red in her eyes due to the fear venom playing around in her system, a wave of magic flared from her horn, a sphere of energy pushing back Fright, Celestia, Chrysalis, everyone and everything in her radius.

Celestia, Shining Armour and Rainbow Dash were forced back, free from Chrysalis' immobilisation spell. However, the wave Twilight emitted pushed them back, striking against the ground. Rarity and Applejack were no exception to Twilight's sudden force of power as they were sent back. It almost felt like an ocean's wave splashing down on them.

Breaking formation, falling apart, the changelings fell victim to this magic outburst as they were all forced back. Like being hit by a fully grown dragon's tail, Chrysalis was knocked back into Tartarus' core control system.

Bashing against the ground, landing on his back, Fright held the whole of his hand. He was astounded. Looking at the hand that gripped Twilight's horn, it was slightly scorched. His eyes widened a little but darted back to Twilight's position. Fear was still playing around in the alicorn and despite this raw ability, Fright became intrigued to watch.

All eyes were on Twilight, panting heavily and exasperated like a wolf when hunting its prey. There was no trace of her pupils, her innocence, her mentality. Dangling down at her sides, the wings of the alicorn gave in as they spilt to the ground. The Hunter's curse had been broken, she repossessed her magic.

Astonished, Rainbow Dash stared at Twilight with every bit of attention she had while raising herself from the ground. Applejack and Rarity managed to pick themselves back up, only to feel their focus absorbed by the fear-infected alicorn. They looked scared, not of her, but for her.

Shattered, the moment Celestia broke free from Chrysalis' spell, she chose not to care about the Changeling Queen or Fright. Frozen wide open, her eyes did not budge away from her student.

Landing roughly, Twilight's brother built himself up from the ground like the others. His words became hollow, leaving his mouth as he was left shocked, afraid of what her sister was battling. He could only watch, to try and reach her.

"Twilight," Shining Armour's soft voice reached her sister.

Within an instant of hearing Shining Armour's voice, Twilight's head snapped towards him. With a spark of anger present on her face, she looked possessed with fear lingering in her vision.

In Twilight's world, infected by Fright's poison, abhorrent monsters, disgusting and vile creatures made from rags, born from shadows and looking like demons that played in nightmares, she howled another painful scream. Her horn charged and she fired it all around Tartarus' pit.

"Get down!" Applejack shouted, knocking Rarity to the ground, dodging Twilight's unintended attack.

"What's happening?!" Rarity shrieked, worriment present on her face.

Left and right, Twilight's horn emitted a beam. Like a ribbon, it travelled through the pit, hitting and knocking a few changelings. Almost hitting Celestia, she barely evaded the attack.

"She's lost it!" Rainbow Dash exclaimed, speeding up to her.

With the creatures based on her fears vanishing and crumbling the moment she hit them, one of them managed to grab Twilight by the neck, it's bat-like appearance snapping its teeth at her. Of course, in the real world, this was just Rainbow Dash trying to bring her back to her senses.

"Twilight!" Rainbow Dash shouted. "Snap out of it, fight it! Just stop going psycho!"

Throwing her whole body at Rainbow Dash, and projecting a shield from her magic, knocking her back, she turned away and suddenly, her mind began to overload with of Spike's torment. They were brief, loud and horrific as she remembered him pleading and breaking when the syringe pierced into him. The fact that he was forgotten. The heartbroken face he made when Twilight stated he forgot him came rushing back into her memories, only fueling the fear and anger that had settled.

"Twilight!" Rarity cried. "You have to calm down, stop this!"

"She can't hear you," Celestia responded to the unicorn, shouting over Twilight's mental outburst. "Fear is blocking her reality... She only sees and hears her personal demons like what happened in the fog, only much worse."

"Well we have to do something'," Applejack shouted.

Struggling to break free from her terrors, there was something lurking in Twilight's mind that she needed to face.

Fright...

Although she feared him, Twilight was lost in a forest of wrath and dismay. It would be obvious to say that this wasn't Twilight anymore, just a shell of her being controlled by her inner demons. After frantically observing and twisting herself around Tartarus' pit, she located Fright. Still on the ground, weakened and gripping his slightly charred hand, his eyes widened when he noticed her coming this way.

He looked... Scared...

Storming towards him, her hooves striking into the ground as strands of energy began to flicker through her horn like a dull light bulb. Her posture had become nearly identical to a Timberwolf, dragging her wings along the ground while baring her teeth as she neared towards him, her red, barren eyes holding such animosity.

"W-Wait." His voice faltered.

Failing to get up, he began to back himself up, his hands clawing into the ground as he tried to retreat from the enraged alicorn, dragging his legs as he began to fall back.

Finally, Twilight stomped both hooves into his stomach, planting him down on the ground which resulted in the scientist groaning a little. Promptly, she pointed her horn at his face, charging up, ready to unleash agony.

As if her vision began to glitch, Fright spoke once more but sounding different. Not demonic, but familiar, like a friend.

"It's me!"

Still charging her power, she flinched a little upon hearing the familiar voice.

"Twily..."

Shifting like a puzzle, the appearance of Fright flared until he was completely different. Entering and exiting her world of fear, repeatedly she finally caught a glimpse of the pony she was attacking.

"Shining..."

Her vision playing tricks on her, changing from Fright to Shining Armour, Twilight's eyes sparked back to her original, purple eyes, her pupils returning from the red mist that filled them. The screaming insults, the eerie voices died down, the disturbing creatures around her were erased, except for the ones behind bars.

Stirring away, the foul venom that infiltrated Twilight's body, the poison that Fright injected into her had come to a stop. For a moment, she began to collect her thoughts, gazing at her brother she had pinned down. Slowly, looking around, she witnessed the changelings hurt, some limping away while Applejack and Rarity looked right at her, scared and uneasy, while Rainbow Dash slowly picked herself up, sadness and shock present.

"Twilight... It's okay... It's okay," Shining Armour cooed. "I'm here, it's me..."

She continued to observe the pit, witnessing the damage she caused. Still, nearly frozen like a statue, Celestia hadn't seen such power erupted like that since she took Twilight in to be her student. Needless to say, her friends were shocked to the core. Emotions began to swirl within Twilight like a tornado, it started off with tears brimming in her eyes and spilling forth, loosening her fears. She lost control over herself because she was afraid. Exhaling, choking a little on the air, she began to crumble a little while backing away from Shining Armour.

"I'm... I'm sorry..." She began to break down, gripping her eyes shut. "I'm sorry, I didn't mean to... I didn't..." Becoming a wreck, sobbing while ashamed to look at everyone, she refused to hear her own voice, feeling the need to keep herself quiet.

Looking deeply at her aggrieved and damaged sister, Shining Armour couldn't help but crack an opening of sympathy towards her. They all did.

They all wanted to comfort her, but this empathetic moment was cut short when a harrowing sound blasted through the pit, nearly shattering their ears. Everyone snapped from their shocked state and so did Twilight, still feeling traumatised, but turning to the centre of the pit, her tears still loose. Their eyes connected once more to see Fright, staring right at the alicorn as his finger was placed against the core mechanism of the pit.

He did it... The breakout was complete...

Author's Note

Chapter 30, all done! I was considering about making this chapter a bit longer, but I didn't realise I reached to 11,000+ words. Although I wrote the aftermath for this chapter, like escaping Tartarus, I'm thinking it would work well as it's own chapter, I mean there's a lot to absorb here and I do understand that's the point of a story, to take in it's meaning and what it presents, but something told me if I carried on, it would look a little sloppy. I think that's just me, but I hope you all understand. Again, this chapter was delayed and I do apologise for that, but I thank you all for your patience. I hope you enjoyed this chapter.

Chapter 32 - Painful Recollections

Words felt extinct at this point.

Through the air, beyond the grey, pillow-like clouds, the armoured airship sailed through a silver a mist. It was hard to believe that it was still night after all that had happened. From the announcement to The Hunter's attack to the Fear Fog and now Tartarus' breakout. Cold, the air was harsh and everypony had kept to themselves, talking would have dampened their thoughts.

One by one, Twilight recollected her memories of the breakout and with each analysis of remembering the events, it only scared her. Even if she wanted to put a halt to recalling, they would only bombard her thoughts. Alone, away from her friends, Twilight had isolated herself. On the deck of the airship, watching the slender, swirly clouds pass by, her brain pumped with pain and fear as she remembered her sudden outburst during the prison.

Tainted by the foul spells of fear, Twilight felt diseased, poisoned even though the vile venom had long departed from her body. Momentarily, she began to drift off into the night sky, only to be accompanied by the familiar screams that haunted her during her trip into the cursed realm that revolved around her fears.

With widened eyes, Twilight gazed at the night sky beyond the clouds, near the edge of the airship, she sat, watching the stars play their beauty over a sealed blanket of mist. Her body slouched over, her wings dampening to the deck's floor as she constantly felt haunted by failure, fury and fear.

He was winning.

Fright was winning.

As long as she was afraid, then he was winning.

There was no denying the fear that crept into her heart, the dread that was lingering in her mind, it was too hard to avoid. Struggling to maintain her own serenity, the alicorn's head slumped as her eyes focused on the passing clouds, still looking dull and dim. Inhaling deeply, she crumbled a little, scared more than ever now that Tartarus' raging monsters have escaped and Spike was still in the hands of a deranged lunatic.

In the pilot's compartment, Holly was at ease, maintaining controls over the airship, piloting through the night sky. By her side, Shining Armour could only hold his tongue for so long. Looking disturbed in the eyes, he quickly blinked, erasing all signs of fear as he spoke, turning his head to Holly.

"So what happened?"

Her silence wasn't taken as an act of rudeness, at first, he had thought she misheard him, but the pilot was doing her best to form her story. Holly knew what Shining Armour was questioning and before she could speak, he spoke again, refreshing her memories.

"With the rest of our group. Why wasn't their reinforcements?" He questioned, arching a brow.

With a sigh that sounded like she was in pain, Holly could only look disappointed in herself and she refused to look at her captain, even if she wasn't flying, she still couldn't bring herself to look at him.

"They were scared," Holly declared, not a single emotion budging from her disappointed expression. "They were scared because of how easily that hunter wrecked through our defences and they were too frightened to assist us because of how far the changelings moved on with their plan."

For a moment, Shining Armour turned his gaze away from his second-in-command, his eyes slouching down to the floor as he comprehended the story.

"I tried to convince them..." Holly stated. "I tried to show everypony that together, united we could fight back the fears and The Hunter, but they refused. Fear blinded them." She took a slight pause and reinforced her vision. "When they left, there was only me. I chose to stay with the airship because that was our only chance of escape in case the breakout succeeded and it did. I'm sorry I failed."

"You didn't fail, Holly," Shining Armour was quick to respond, a little too quick, almost as if he was expecting Holly to say that. "We all followed our duty in protecting Equestria, and I can't blame our team for fearing The Hunter. The way he moved, the way he just... Attacked relentlessly. Behind that mask is someone damaged, cruel and evil."

Resuming, he took a moment to regain his thoughts and feelings about the situation Holly had placed herself in, "Again, you didn't fail me for not bringing back reinforcements. You chose to stay with the airship and that was the best move. Thanks for staying by my side, Holly."

Finally, the second-in-command tore her gaze from the clouds and towards her captain, presenting a small smile but it was quick to fade when worriment bombed her thoughts once more.

"Thanks, Captain," Holly appreciated. "But what do we do now? The breakout succeeded and how are we going to fight off and contain these foul demons?"

"We'll think of something." He assured. "We have magic, unity and harmony on our side." He reminded with a smile that didn't look too confident but somewhat assuring. "Our top priority is to establish safe havens, secure everypony and clear away any threats."

Without any warning, a crushing pain struck Shining armour's head as he was quick to release a groan in annoyance, his hoof quickly motioning to his head where he felt the scratch from The Hunter.

"Is everything alright?" Holly asked, looking at her captain with anxiety in the eyes.

"I'm fine." He assured while his teeth gritted together, clenching his eyes shut as he waited for the pain to fade. "That Hunter got the best of us, but the next time he attacks we'll be ready... We have to be... We will be."

Without any sign, Shining Armour headed to the exit of the compartment and onto the deck, leaving Holly to flying them back home.

Within the airship, spacious and vast, the third deck was considerably dark, the light was faint but enough to see the three ponies that remained motionless, like cold statues in a garden. Around them, there were organised weapons, shields and crates.

For a while, Applejack remained still, sitting on a bench attached to the ship's wall. Her emerald eyes darted to the floor and refused to examine any other parts of the ship's interior. A lot was on the mare's mind, her hat slowly tipped over her head and blocked half of her vision.

Worried, tired and sick, Rarity sat next to Applejack with a frightened look covered on her face, clear as day to see. She trembled with distress and anxiety would fill rattle her limbs. Even the unicorn had lowered her eyes to the floor, she simply sat much like Applejack, however, fear looked more present as it quivered all over her.

In disbelief, enraged and also afraid, Rainbow Dash was in the same state as her two friends, except she stood tall just next to the bench. Tangled like wires, her thoughts conflicting with one another, she didn't know how to feel about this disaster but disturbed.

Finally, motioning her head and being the first to move, breaking the silence, she widened her eyes a little and spoke in a tone that sounded confused, "Did... Did we really lose?" She asked, now looking worried to receive the answer. It was hard for Rainbow to grip what had happened during the prison, she hated losing but this wasn't a game, losing meant consequences. When peace and life were on the edge, it was pushed off. Now pain and panic were trembling through Equestria's bones.

Applejack and Rarity elevated their eyes from the floor and targeted Rainbow Dash as the silence shattered. Rarity didn't want to answer, she knew the answer, but hearing it out in the open would just sound amiss.

With a sigh, closing her eyes and lifting her hat back into its ordinary position, Applejack reopened her eyes and avoided her gaze from Rainbow, answering with a voice that sounded exhausted and frail, "Ah'm afraid so, Rainbow."

Hearing it confirmed, Rainbow could only hold her tongue for so long. "But... We're the Elements of Harmony. We're supposed to maintain peace and..."

"That doesn't mean anything," Rarity interjected with a miserable look. "We lost because we were outnumbered, scared and hurt."

"We lost because that hunter got the drop on us!" Rainbow Dash argued. "If he was out of the picture then we would have stopped those freaks!" She shouted, shaking her hooves as she leapt into the air and allowed her wings to hover.

"But he wasn't," Applejack countered.

Another moment of silence managed to linger by, and the three couldn't find the strength to speak again. Replaying their memories, looping back to the disaster, they were all pondering about the breakout, but also examining the moment they felt afraid.

"I'm..." For a moment, Rarity paused and wondered if speaking would be acceptable at this time. She looked up to see both Applejack and Rainbow Dash's eyes aiming at her, completely regaining her voice. "I'm sorry to be the one to address this, but we all saw what happened to Twilight, did we not?"

"Of course we did, she was in pain and freaked out because of that fear poison infecting her senses," Rainbow Dash told. "I hope she's okay."

"I don't think I've ever seen Twilight act like that before," Rarity confessed. "I know the poor dear has had her moments, but back there, that wasn't normal."

"The way she just screamed and blindly tried to disintegrate everything around her. Did you see how she attacked Shining Armour?" The pegasus recalled.

"Girls!" Applejack raised her voice, catching the attention of the two, glaring at them. "Maybe it's about time we talked to her rather than about her."

Rarity and Rainbow exchanged looks of shame.

"We weren't trying to demonize her, Applejack," Rarity disclosed, her eyes targetting Applejack as she displayed a concerned look towards the earth pony. "Twilight's our friend and we could never be afraid of her, it's just..."

"A lot has happened tonight," Rainbow Dash finished. "From that cruel announcement to The Hunter's attack and then the fog... There's a lot to take in."

The unicorn regained her voice the moment the pegasus paused, "We were just worried where this is going to lead, with the breakout becoming a success and what will happen to Equestria."

"Ah know," Applejack said with a sigh. "We all have a right to be afraid. But Twilight's isolated herself long enough."

"Do you think she'll talk?" Rainbow Dash questioned as she arched a brow.

"She doesn't have to," Applejack eased, hopping off the bench and landing perfectly on all four hooves. "Just as long as we're by her side, then that's all that matters, right?"

For a moment, Rainbow Dash pondered back and gloom was present on her face, however, both Applejack and Rarity dismissed this as worriment.

"Yeah... Yeah, you're right." She complied with, her eyes averting away from her two friends.

Leaving, Applejack and Rarity got a starting lead while Rainbow was left with her thoughts. It wasn't long before she snapped out of her state and followed her two friends. Too many panicking thoughts about the future was striking her down faster than her own speed. Needless to say, she couldn't help but blame herself for the state Fluttershy was in.

Drifting off into space, still filled with doubts, discomfort and despair, Twilight couldn't help but feel worthless. From her lifeless position, almost frozen in time, she had not moved an inch. Hitting her brain, she couldn't help but recollect all the screams, the whispers, the voices, it was hurting her to remember. What made everything worse was when she blindly attacked her own brother and nearly collapsing the pit over her friends and herself.

With a small sniffle, her eyes began to water. Doleful was her eyes, they shifted to the side as they were beginning to glaze as tears began to break through the layers of her emotions.

Unexpectedly, Twilight's body was pulled by something strong, but gentle at the same time. Wrapping around her shoulder, Shining Armour was quick to pull his sister close to him. Although her heart ached and her stomach fluttered with anxiety, she couldn't deny that she felt secure.

Shining Armour closed his eyes the moment he pulled his little sister close, wanting so badly to erase the irritation she felt.

Coming to life, snapping out of her traumatized state, she looked up at her brother, lifting herself from the deck floor and onto all four hooves, keeping her eye contact focused on Shining Armour. Her lip trembled and she pushed herself towards him, accepting the embrace as she began to weep, sobbing into her brother's chest.

"I'm so sorry, I'm so sorry, I'm so sorry," Twilight frantically cried into her brother's chest.

"Twilight..." Shining Armour eased, bringing a hoof over her head and gently patting her back. "It's okay."

"No!" She cried. "It's not!" One by one, her tears streamed from her eyes and escaped down her face. "Back in the pit, I could have hurt you... Or worse... And that scares me."

"But you didn't," Shining Armour comforted with a smile. "I'm here, I'm fine. You didn't hurt me and we all know what happened. Fright's the one to blame for your outburst, you were witnessing your fears come to life. It's okay, this will all be okay."

Not wanting to argue or even fight back the worriment, she refused to talk and let her bother's comfort calm her.

"I just..." Twilight sniffled, choking on her tears. "I just want Spike back."

"And we'll find him," Shining Armour cooed, still by her sister's side. "We will find him."

Their words had faded into nothingness; silence among the night as they travelled in the air, escaping from terror. At first, the lack of words bothered Shining Armour, but it's what Twilight needed. True, silence comforted her, but also the company eased her. Her brother didn't need to say anything else, just being there, by her side is all that mattered.

Although the alicorn feared herself for losing control and nearly attacking her brother, Twilight couldn't push away Shining Armour.

Intruding on the silence, Princess Celestia forged her way to Shining Armour and Twilight. The two took notice of their princess and broke from their embrace, turning to the ruler of Equestria. This moment of serenity had no last long.

As Celestia approached the two, they couldn't help but notice how exhausted and stressed the princess looked, that and the corruption that swarmed her horn like a horde of wasps. How The Hunter's cure lasted this long was unknown to them. With a face that looked smothered by sombre, reckoned by melancholy, the princess put her focus on Twilight, her head slowly levelling with her.

"How are you feeling?" She asked, her voice paired with a mixture of sadness and concern.

Eyes on her mentor, Twilight averted her gaze and looked away, ashamed to confess, "Scared."

Sadness remained on Celestia's expression as she raised herself from Twilight's level, closing her eyes and trying to grip the new world she was about to face. Reopening them, she faced Twilight once more.

"I'm sorry you had to endure such a twisted and sick reality." She apologised. "I will assure, Fright and those who have assisted him will pay for their actions."

"If I may, Princess," Shining Armour interjected as he took a step closer to the alicorn. "But what's our next move?" He asked with a spark of apprehension in his eyes. "We couldn't stop the breakout and Tartarus' prisoners are now running rampant."

"The situation is frightening and dire, I understand," Celestia acknowledged. "I want to pursue our enemies so this madness can end, but right now, we need to alert and secure the whole of Equestria. Safety is Equestria's number one priority."

"Wait... What about Ponyville?" Twilight raised. "If there isn't an improvement in mine or Shining Armour's magic, then we may not be able to raise a barrier over the town." Slowly, the alicorn began to lose herself in panic's grip. "Our town is on the edge of the Everfree Forest and with the monsters now free from Tartarus, then... Then..."

"Ponyville needs to be evacuated," Shining Armour resolved, settling the issue with little discussion.

Before Twilight could even get a word out, wanting to respond to her brother in disbelief at the suggestion, she was beaten. All that she could do was look stunned at Shining Armour's solution.

"What?!" Three voices called out in shock from behind Celestia.

Twilight along with her brother snapped their heads to the three shocked voices. Standing there, all looking aghast as if a ghost had just become present.

"Leave Ponyville?" Rarity's aghast look faded into an expression of heartbreak. "But that's our home."

"Ah can't just abandon the farm, that's my home and so is Ponyville," Applejack tried to reason.

"The girls are right, Shining," Twilight interjected. "We can't just leave our home to those filthy creatures."

"Twilight, please," Shining Armour said. "I know this is hard, but we're both weak right now when it comes to using magic and The Hunter's magic is still interfering with Princess Celestia's. We need to get everyone out of the town and into Canterlot."

"We can't just turn and run, not again! We need to fight!" Rainbow Dash suggested. "Can't one of you send a message to Canterlot so they can give us allies or something?!"

"Rainbow," Princess Celestia gently spoke. "These monsters, the ones that were locked up in Tartarus. You haven't seen them, what they can do."

"But we've faced the God of Chaos... We even managed to reform him!" The pegasus grew frustrated. "I mean, this is our home! We can't just run like we did back in Tartarus. We're supposed to stop evil, not run from it!"

"I know!" Shining Armour countered. "But look at us, we're weak, hurt and tired. Our options are low and so are our numbers. Are you really going to consider asking the residents of Ponyville to fight those monsters?"

"Well-"

"What if someone gets hurt, what if they're taken or worse!" Shining Armour told.

"Okay, I get it!" Rainbow Dash barked. "I get it." She stated with a sigh. "But... There has to be another way. We can't just let Ponyville be destroyed."

"Ponies will lose their homes, their lives," Applejack sadly added. "Are ya sure this is the only way?"

"I'm sorry, Applejack... All of you," Princess Celestia apologised, feeling hit with disappointment. "But Canterlot's guards will be outnumbered against those vicious, blood-thirsty creatures. I won't allow anypony to get hurt."

"So we evacuate Ponyville, but what happens then?" Rainbow Dash questioned, a little agitated about the predicament they were in.

"We evacuate everypony to Canterlot," Princess Celestia stated. "With my sister's magic still strong and stable, the shield will provide our safety, that and the walls of Canterlot will too. Once everypony is secure behind Canterlot's walls, we need to alert the whole of Equestria about Tartarus' breakout."

"Then it's settled," Shining Armour spoke. "The moment we're in Ponyville's perimeter, we evacuate everypony to the train station and the airship. No one left behind."

Having their plan confirmed, Rarity, Applejack and Rainbow Dash all showed the same face. Disappointed and stricken with sadness, they simply glowered that it came to running once more.

"This isn't easy for any of you," Celestia condoled. "I know a lot has happened, but this terror will not last. I will make sure of it." Turning her focus to Shining Armour, she continued, "We must inform Holly and tell her to make a stop at Ponyville."

"Right away," Shining Armour acknowledged, accompanied with a nod. Before leaving, he was quick to give Twilight a smile, the kind that reassured her faith.

"We will be at Ponyville shortly," Celestia announced. "Until then, try and rest up." She advised, turning away from the four ponies. "And by the way..." She announced, turning around again, the four ponies' eyes on her. "Thank you. All of you. You've done a lot to be here and I am grateful for your bravery."

With Celestia leaving, Twilight was left alone with her three friends. With stars watching them, Rainbow Dash, Rarity and Applejack found it rather hard to talk while the alicorn remained a little depressed.

"So, Twi," Applejack spoke up. "How are ya holding up?"

With a sigh, Twilight responded, her voice decorated with sadness, "I'm sorry you girls had to see that... Back in Tartarus. I lost control and I-"

"Twilight, darling," Rarity interjected. "There's no need to explain yourself, we all went through that vile fog of fears." The unicorn stated while looking a little sick just by remembering the fears that played around. "We all saw something terrible and we know you lost control because you were seeing what you feared most."

"Yeah, Twilight," Rainbow Dash agreed. "We get it, it wasn't your fault."

"Thanks." The alicorn weakly smiled. "I lost control, but even then, before I was infected with Fright's fear venom, I still let my anger get the best of me. I jeopardised our position because I couldn't bottle up my anger."

"Twilight, ah know you're havin' a hard time, believe me, we all are, but don't keep blamin' yourself for this. Chrysalis and Fright may have won tonight, they may have bested us, but we managed to escape that prison safely."

"Yeah, and besides," Rainbow Dash interjected. "After all they've caused, I think they deserved a little thrashing."

"Calm yourself, Rainbow," Applejack eased. "Right now, the residents of Ponyville are gonna need us."

"I'm sorry but are we sure evacuation is the best approach to this situation," Rarity inquired as she arched a brow. "I don't want anypony to get hurt, but isn't there another way to keep our home safe?"

"I'm sorry everypony," Twilight apologised. "But with my magic along with Shining Armour's low, we can't do much to protect the town. Even Celestia's horn along with your horn, Rarity is still blocked by The Hunter."

Rarity's eyes darted up to the dark crystals swarming around her horn, frowning, "Whatever that brute did to me, I hope it fades away soon."

"I'm sure one of the eggheads back at Canterlot can assist you, Rares," Rainbow Dash said.

"Ah hope Pinkie Pie and Fluttershy are okay," Applejack brought up.

"I hope so too, Applejack," Twilight responded. "And girls, thanks for helping me tonight. I just hope this will end sooner than expected."

Sailing through the night, their voices died down as they would soon approach Ponyville. Even though Twilight was comforted, she still couldn't but feel afraid, everypony was afraid.

Chapter 33 - Evacuation

Inky and dark, the night stood strong while stars freckled and sparkled their lights, playing around while those below slept peacefully. Breezy and comforting, the wind danced through the night and onto the streets of Canterlot. Empty and lacking life, the city's streets were lacking life. Residents had tucked themselves away, sleeping. Even with all the panic spreading, the chaos happening, Canterlot still held beauty and peace. At night, everything looked more elegant. The spires looked as if it was reaching for the stars and the castle itself felt like a sanctuary from the darkness. Although the night was more majestic than scary, Luna couldn't feel mad if her night went unappreciated.

Through the halls of Canterlot's castle, Luna's guards patrolled the palace, left and right they kept observing and guarding. Inside and outside the castle, they watched over the sophisticated and divine city. Despite the night's delicacy, unsettlement drugged the air.

With Luna's night watch now occupying Canterlot, she watched over the city from her balcony. Placed in her spire, surrounded by her own night, she looked up to the many stars above in hopes that it would guide away this feeling of worriment that kept sparking like a light. It was hard to make contact with the stars when the moon shone brighter than all of them.

Even though the Princess of the Night had full control over the moon, just staring at the crystal-like ball scared her. Luna was stable, she felt stable but just by looking at the moon, the alicorn felt pleasant towards its beauty, but also fear due to the fact that it was her former prison. Unforgettable and haunting, it pained her to think of the night when she transformed into Nightmare Moon. With her magic still active, keeping up the dome-like barrier that surrounded Canterlot, the darkness in the sky was still clear. Nothing and no one had tried to break into Canterlot.

Snapping back to reality and just by staring at the stars, moon and the night sky, Luna shook away the painful memories that sank in and stared back at the city of Canterlot. On her mind, she couldn't help but realise the danger her sister along with Twilight and her friends were in. At this point, worriment was in the air.

"It's been too long." She whispered, staring into space. "Please... Please be okay..." Her eyes forced to blink as she turned herself away from the open night, walking back into the castle where the walls secured her.

Walking, she travelled back to the throne room, the images of Spike's suffering still tainting the stained windows of accomplishments. For a moment, she started to have doubts crawl into her mind about entering. Even in her own home, she couldn't help but feel haunted. Doleful and worried, she used her magic to open the doors, but before the alicorn could push them open, she froze when a voice had infiltrated her thoughts.

"Princess," A night guard called to her, sounding urgent.

Turning to her soldier, the doleful expression fading and looking alarmed, Luna spoke, "What is there to report, Captain? Any trouble?" She questioned.

The night guard approached the Princess of the Night, "No sign of any threats yet, Princess." He stated. "However, it would appear we have an airship on approach. We've analysed the craft and it appears to be one of ours."

Luna's eyes widened and sighed in relief, "My dear sister, it would appear she has returned." Turning away from the throne room's doors, she made her way to the exit. "Thank you for informing me, Captain." She thanked before clearing away from the guard's sight.

Eager to see her sister, Luna's hooves appeared to be brimming with trepidation, anxious to see if Celestia and Twilight along with the others were okay. Once more, a cold breeze travelled through her hair the moment she arrived outside, still en route to the aircraft that was nearing Canterlot's bay.

As time passed, the Princess of the Night made use of her wings to reach her destination faster. Even at night, the colours of the divine city remained vibrant and vivid. On time, Luna had set her hooves on the ground the moment the airship had stationed at the bay. She watched as the white, armoured ship slowly anchored beside the platform just against the mountain.

Finally, with the airship back in Canterlot, Luna's eyes located the craft's lower side and opening, she watched the door hit the ground, acting as a stairway. One by one, the soldiers that followed Shining Armour to Tartarus walked out of the airship with ease, looking hurt, scathed, damaged and disturbed.

Luna's eyes snapped wide open as her mouth hung open a little as she watched the struggling ponies exit the airship. Some were limping while others chose not to show their pain. Hit with anxiety and discomfort, watching only a few of Shining Armour's team walk out, the rest did not go unnoticed. Luna had sworn there were more, but not only that, there was no sign of her sister, or Twilight or even Shining Armour.

Before she could speak to one of the guards passing by, she watched the medic stumble out of the airship, hurrying towards her.

"Princess Luna!" He called out, stopping dead in his tracks just in front of her.

"Doctor?" The princess began to speak, barely managing due to trepidation that was seated, her heart beating faster. She immediately feared the worst due to the absence of the rest.

"We have many wounded and one appears to be in some sort of comatose." He stated. "They need to be treated immediately."

"Wh- What happened?"

"We were attacked by something, I don't know what it was but it was something ruthless and savage," The medic told.

"Where's my sister?" Luna asked in a mix of desperation and fear.

"She's back at Tartarus along with-"

"YOU LEFT HER THERE?!" Luna roared, almost waking up the entire city.

The medic immediately cowered and shivered in fear as Luna's angered gaze pinned him down. Still making contact with the princess, but stammering, he tried to explain.

"W-W-We were told t-to leave... By Shining Armour and Holly."

"Where's Shining Armour and his second in command then?" Luna interrogated.

"They stayed behind," The medic told, slowly regaining his voice, but still intimidated by the alicorn's sudden spark of anger. "There were many wounded and Shining Armour instructed us to head back to Canterlot while he helped Princess Twilight and Princess Celestia stop the changelings."

With her stare strong, like staring into a nightmare's pair of eyes, Luna looked annoyed by the current situation, until a familiar, but desperate voice called to her.

"Princess Luna!"

Breaking, Luna's sharp stare against the medic ceased as she turned back to the airship. Exiting the craft, she watched as a pink pony dashed towards her, the speed of her could almost rival Rainbow Dash's speed.

Fading, Luna's aggravated glare had transformed into an expression of confusion upon seeing the pink mare, "Pinkie Pie?"

Swiftly, Pinkie Pie became a blur, moving that fast as she reached the Princess of the Night, stopping inches away just in front of her. The pink mare could not keep still, she kept motioning her hooves back in forth as if she was walking on a treadmill.

"Fluttershy needs help, like, right now!" She bayed.

Absorbing the information, the imagery, the situation, Luna could only respond with a grave look. Alarmed, her ears lowered, panic present in the eyes as anxiety would crawl into her system and play around with her beating heart. Something told her that this night was going to last a little longer than expected.

At first, blackness. It was dark. Unaware of the world around her, Twilight had closed her eyes for a moment, only to feel herself slipping away into sleep. It didn't feel pleasant as it used to, she always had trouble sleeping ever since Spike vanished, but this was different. Sleep felt needed after what recently happened, but it didn't feel safe, not for Twilight. As she slipped deeper and deeper into the layers of slumber, the alicorn's mind began to play and dawdle. Oddly enough, it was as if her body was asleep, but her mind was wide awake.

Still in the depths of sleep, even when she was sleeping, Twilight couldn't escape her worries. Like a pack of Timberwolves, they stalked and hunted her down until she was brimming with fear. Her mind rattled back and forth, although she needed sleep, fear wouldn't allow it. Struggling, even in her sleep, it felt like her own mind was against her.

"Twilight..." A voice called to her.

Unresponsive, Twilight continued to sleep deep, but the voice grew clearer and louder, but just enough to bring her back into the world of wakefulness.

"Twilight..."

If sleeping wasn't pleasant, then neither was waking. Slowly, Twilight's eyes began to flutter open like the wings of a butterfly. Blurry was her vision, but soon it cleared and her sight returned as she relieved a yawn. Lazily, the cogs in her mind took a while to start, still fully trying to wake up.

Looking concerned and a little tired himself, Shining Armour heartened, "Are you okay?"

Taking in her surroundings, Twilight observed the airship. She couldn't believe that she fell asleep on the deck, where the air was cold as ice. Her eyes moved upwards as she turned to see the pony next to her. Blinking, trying to snap herself fully awake, as she spoke to her brother.

"How..." Quickly, tiredness had tangled her tongue as she tried to form her words. "How long was I out?"

"About an hour." He told. "We're coming up to Ponyville and I thought it'd be best to wake you. I know this isn't easy with the-"

"The evacuation, yeah... I got it," Twilight quickly cut off, avoiding Shining Armour's eye contact. "I just... I don't know how everypony is going to take the news about Tartarus. As if leaving their home wasn't bad enough, they have to be afraid of what lurks around every corner now."

Shining Armour spared a look of sympathy towards his sister, "I know it seems bad, there's no denying it. But we're saving lives and they'll soon see that. I know they will." He cooed. "They'll be safe at Canterlot, we'll all be safe."

"I know," Twilight uttered. "I just wish there was another way."

Before Shining Armour could resume his comfort, the sympathetic look he presented quickly transformed into alarm when Holly swiftly flew out the captain's quarters and landed right next to him.

"We're here!" She exclaimed.

Surprised, both Twilight and Shining Armour observed their surroundings. Calmly, yet quick, they took notice that they were no longer in the skies. It would appear their chat made them oblivious to their arrival.

Twilight looked from the deck and for a while, she felt a glimmer of happiness sparkle as she looked at her home. Being in Tartarus felt like a lifetime and now, she was glad to set hoof in familiar territory. However, the thought of leaving so soon is what crushed that small happiness brewing in her heart.

Not far from Twilight's castle, Holly had landed the airship just outside of Ponyville. With the night still present, waking everypony up was going to be problematic. Exhausted and drained, one by one, Twilight's friends arrived onto the deck and looked out towards Ponyville. Erasing the tiredness upon seeing their familiar home had armed their hearts, battling away the fears they encountered.

"Ponyville... It feels good to be back!" Rainbow Dash declared while building a smile.

"Don't get too comfortable, Rainbow Dash. We won't be here long..." Rarity informed, her smile fading to a depressed frown.

Being reminded of Ponyville's evacuation was quick to deconstruct Rainbow's happiness, and slowly, hate began to build for the cruel monsters that were soon to come.

Looking out to the town, sad in her emerald eyes, Applejack spoke, "Ah can't believe we're doin' this."

"This is all difficult, I understand," Princess Celestia acknowledged, bringing herself closer to the ponies. "But right now, in the state we're in... There's not much we can do to defend this place and asking the residents to fight isn't an option. Not against those vile creatures. No pony's getting hurt."

Crowded, almost forming a circle, the seven of them looked at each other, exchanging many looks that linked to their feelings about the evacuation.

"So, how are we doing this?" Rainbow Dash asked, raising a hoof.

"We'll split up," Shining Armour suggested. "We can cover more ground. There are few guards still stationed here after the Manehatten incident so they can assist us. Holly will stay with the airship until everypony's on board."

"Ah'll head to the farm, try and get my family," Applejack said. "Big Mac and Granny Smith should still be there."

"And I'll try and round up anypony who's on the border of Ponyville," Rainbow Dash joined.

"Then the rest will be up to us," Princess Celestia declared.

"Right," Twilight acknowledged, turning to Rarity and Shining Armour. "We'll alert the town square and make our way through the rest of Ponyville."

"If I may," Rarity interjected. "I don't think we're going to fit everypony onto this airship."

"Rarity's right," Shining Armour. "We'll have to make use of the train."

"Come on, what are we waiting for?" Rainbow Dash rushed, taking off into the air.

With the rest watching their brisk friend take off like a rocket, they all followed their roles. Steady, yet swiftly, they left the airship to Holly's management.

Setting hoof on Ponyville's landscape, the contact of grass brushing their hooves felt smooth and calm. Unlike Tartarus, Ponyville felt welcoming and alive. Celestia, Twilight, Rarity and Shining Armour all began to advance towards the calm, quiet town of Ponyville while Applejack broke away and headed to Sweet Apple Acres.

While Rainbow Dash and Applejack disconnected from the group, Twilight and the rest knew that it was going to be a long night.

Once more, time was slow. At this point, the seconds that melted away were mocking them. At the town square of Ponyville, it wasn't long before Shining Armour rounded up the remaining guards located within the village. Following protocol and activating the town's emergency sirens, Ponyville began to brim with the haunting signal playing over and over, alerting the residents.

Already, in a state of panic just by hearing the warning sound ring throughout Ponyville. Ponies popped their heads through open windows, exiting their homes to see what the disturbance was. Disturbed, tired and aggravated, most of Ponyville's residents were now on the streets, worried and crowding towards the town square.

Within seconds, clumps of familiar faces came together, loved ones huddled closely as the harrowing sirens clambered into their ears. With discomfort and paranoia filling the air, ponies began to look around, searching for answers, everypony asking questions. In seconds, what started out as a peaceful night erupted into panic.

Standing by, Princess Celestia and Twilight along with Rarity and Shining Armour soon became crowded with frightened faces and many questions. Although they tried to handle the issue, trying to explain, their voices became overwhelmed by the panicked shouting.

"What's happening?!"

"Are we in danger?!"

"Are we under attack?!"

Questions after questions came rushing at Celestia and Twilight, even when they tried to explain, their voices and words were bombed by more frightened yelling.

With the situation getting worse, Twilight gritted her teeth as her eyes widened, her pupils frantically scampered from left to right, looking at the crowd swarming her, their alarm infecting her. Soon, the words she tried to speak were crammed back into her mouth, no matter how loud she would speak, her voice would just die down. It was as if her voice was being washed over by constant waves of panic.

Even Celestia had trouble easing the crowd. Although she didn't share Twilight's distressed look, she simply became exhausted having her own voice devastated by the constant shouting.

"ENOUGH!"

Erupting like a volcano, loud and alarming, the whole town went silent as the scared ponies targeted Shining Armour, marking himself just in front of the princesses. He turned back to both princesses and Rarity and gave a small nod, allowing them to speak while the noise died to silence.

Before anyone could speak, a frail voice spoke to the princesses, not yelling like before, but slowly speaking in a soft manner. They watched as Mayor Mare approached them, trembling a little with a scared look.

"Princesses..." Her voice rattled with fear. "What's happening?"

This question didn't belong to Mayor Mare alone, many ponies shared this question. Looking beyond, Twilight and Celestia saw the many worried faces that surrounded them. At first hesitant, the Princess of Friendship was about to speak, only for her mentor to speak first and it was probably for the best, seeing how Twilight was still in a state of despair.

Stepping forward, almost looking ashamed to inform them, Celestia's voice raised through the silence, "Ponies of Ponyville." She announced. "It is with complete sorrow that I must inform you all... That the prisoners of Tartarus have broken free."

Gripped with shock, confusion and fear, the crowd slowly began to deteriorate into dismay. Even though they were beginning to feel dread and angst attack them, they remained within the town square, not running off in fear. Many questions rose to the princesses, most of them wanting to know how the vile and horrific creatures escaped.

Quickly, assuring their safety, Princess Celestia resumed, her voice still loud, yet delicate, even after the pain she had endured from Chrysalis, "You are all scared and in need of answers, I know. But Ponyville is not safe, not when security is low. Which is why you are being evacuated to Canterlot, with my sister's magic combined with the Princess of Friendship's along with my own, we shall fortify Canterlot's perimeter. Behind secure walls, our magic, you will be safe."

Although the residents of Ponyville had heard Celestia's solution, they responded with mixed feelings. Some had their safety restored upon hearing they were being transferred to Canterlot, however, others felt riled much like Rainbow Dash for having to leave. Despite assuring their safety, it wasn't enough to erase the fear that lingered. Once again, many questions emerged, some ponies were trying to form solutions to fight while others simply followed the evacuation plan.

"We can't just leave," Lyra spoke from the crowd.

"Yeah, this is our home," Bon Bon agreed.

"This is hard for everypony, I understand," Twilight joined, the sea of anxious ponies looking at her. "If there was any other way to protect Ponyville then we would have done it. But with our magic deficient and with the number of creatures free from Tartarus, we don't have much choice... I'm sorry..." The alicorn avoided her gaze from the ponies who looked at her, feeling as if she had failed them.

"Time is running short!" Shining Armour shouted, his voice loud and clear. "Near the Castle of Friendship is an airship, the guards and I will escort you there. Quickly regroup with your loved ones and make your way there!" He alerted.

Cautious, yet hasty, the crowd split into many groups, some chose to follow the guards that escorted them while others frantically chose their own path. There was a lot to take in. Lyra, Bon Bon, Mayor Mare, the Cakes... They all shared the same emotions, the same faces as fear crept into them. To Twilight, to Celestia, to everyone... It was devastating seeing them all flee.

Far and wide, the guards along with those who volunteered began to scatter throughout Ponyville, checking and searching if there was anyone missing.

Swiftly, arriving into town-square, Applejack hurried to Twilight's position, carefully passing through the many frightened ponies with ease. Nearing her friends, the earth pony's hooves locked to the ground, halting herself just in front of the lavender alicorn.

Not far behind Applejack, Rainbow Dash's wings kept waving through the air. Upon reaching her destination, she made contact with the ground like a magnet.

"Ah managed to get Granny Smith and Big Mac on board, but ah can't find Winona anywhere!" She stated, her voice had anxiety bouncing with every word she spoke.

"Was she not on the farm?" Rarity questioned.

"Ah searched everywhere for her, but even Big Mac and Granny Smith said she just disappeared," Applejack explained.

"Winona's not the only one gone, I can't find Tank anywhere!" Rainbow Dash exclaimed.

"Gone?" Rarity repeated in disbelief. "You mean they just vanished?"

"We can still look for them," Twilight told. "While the town's being evacuated, gather what you need, and help anypony along the way. Got it?"

Rarity, Rainbow Dash and Applejack all gave quick nods, taking off in different directions while Twilight remained in the centre of Ponyville. She watched as Celestia and Shining Armour guided the rest of Ponyville's residents to the airship.

Unknown how time would help her, Twilight needed to act fast.

Fluttering her wings, Twilight hovered just above the many ponies, guiding them with Shining Armour and the royal guards. All the way to the Castle of Friendship, they guided them to the airship where Holly awaited further commands. It wasn't easy for Celestia or Twilight to witness the fear the ponies carried, even the younglings, clinging to their parents.

Everyone in Ponyville was wide awake, alert and scared. Although their safety was assured, they still couldn't escape the grip of panic. Some of the Pegasus chose to fly to Canterlot rather than waiting for everypony. Although it was not advised, they still chose their wings over patience. With the airship beginning to crowd, Shining Armour along with the guards chose to direct the rest of Ponyville's residents to the train.

Twilight felt miserable to see the whole of Ponyville evacuating. Some were showing complete fear and exhaustion while others refused to let it creep into their system. Those who were denying the anxiety focused on comforting the scared and the stressed. Everypony had been rounded up, either on the airship or train, but something was gnawing at her stomach.

Everywhere they looked, Applejack, Rarity and Rainbow Dash couldn't find their pets. Winona, Opalescence, Tank... They were gone. Even Twilight failed to locate Owlowiscious. Much like the others, he had just vanished.

Like a bullet, Rainbow Dash rapidly flew through Ponyville, searching the town for anyone left behind or stuck. However, when patrolling, something snapped in her mind. Like a boomerang, Rainbow Dash retreated from her current path and promptly increased her speed towards her new destination.

From the airship, on the deck, Twilight and Celestia did a check on everypony, securing them and seeing if they were alright. Due to the airship's capacity, Shining Armour along with the guards chose to direct the rest of Ponyville's residents to the train.

"Are you sure this is a good idea?" Twilight asked.

"I'll be fine, Twilight," Shining Armour assured. "Not everypony will be able to take the airship so the train will be our best alternative. I'll meet you at Canterlot, okay?" He told, pulling her sister into a hug.

In seconds, their embrace did not last long. Shining Armour returned to his duty while Twilight watched her brother leave. Even though they would soon reunite, why did she feel so pessimistic? For her, for everyone, there was a lot to fear.

Before the alicorn could enter the airship, she watched as Applejack and Rarity forged their way towards her, their pets absent which continued to nag her with paranoia.

"Still no sign of Winona." The earth pony confessed, being pushed to the edge of discomfort.

"And Opalescence vanished as well!" Rarity reported back in dread.

Twilight could barely hear her friends just over the panicking the passengers produced, but she couldn't blame them, no matter how hard it was to hear.

"Well, maybe-"

As Twilight tried desperately to search for an explanation, Rainbow Dash unexpectedly came landing in between them with a note in her mouth. Gently, she allowed the piece of paper to slip from her mouth and pressed her hoof against it.

"I don't think our pets are just the only animals that disappeared." The Pegasus informed.

"What are you saying?" Rarity questioned, sounding perplexed.

"I went to Fluttershy's cottage and all of her animals were gone too. Even Angel," Rainbow Dash apprized. "Whatever's happened to them has something to do with this."

Stomping her hoof against the paper, their eyes darted to the note.

Wl mlg uivg, blfi kvgh zmw xirggvi uirvmwh ziv hzuv drgs nv. R'n hliib gsrh rh gsv lmob ulin lu xlnnfmrxzgrlm R xzm trev. R droo wl nb yvhg gl svok gslhv rm mvvw, yfg ru Uirtsg pmldh lu nb rmeloevnvmg, R'n zuizrw tivzg szin droo xlnv gl gslhv R zortm nbhvou drgs.

-Wrhxliw

"I found it taped to Fluttershy's door," Rainbow Dash told.

"But this... This is just gibberish," Rarity commented, more perplexed than before.

Applejack herself didn't know what to make of it either, she turned her head to Twilight, hoping she would be the one to make sense of it."Uh, Twilight. Do you have any idea what this means?"

Confused, puzzled and baffled, Twilight's eyes kept wobbling from left to right, reading the note over and over as she tried desperately to make sense of it. But nothing, it was just gibberish. "I'm sorry, Applejack, but I can't make anything of it."

"Well, it was left at Fluttershy's door," Rarity mentioned. "Maybe she'll know what it means."

"Yeah... Maybe..." Twilight said, leaving herself with many questions.

"We are ready to depart," Celestia appeared, approaching the four distressed mares. "I'm sorry it had to come to this."

"Ah don't feel good leavin' behind Winona," Applejack said.

"I don't feel good about it either, Applejack," Twilight heartened. "I don't feel good about any of this, but... But this seems to be the only way." The alicorn turned her head to see Ponyville one last time before the devastation that was soon to come.

"We're doing the right thing, Twilight," Rarity assured. "I hate to leave Ponyville too, but we're saving lives."

"As a princess and leader, you've made many sacrifices, Twilight," Celestia declared. "You've all shown great courage and dedication tonight, but I assure, we will be back for Ponyville."

"If I may, Princess Celestia," Rarity began, finally erasing the doubt and finding the courage to speak. "How are we certain that the changelings or Tartarus' prisoners will attack Ponyville?"

In response, Celestia remained expressionless and speaking in a tone of defeat, "I'm not sure. The creatures, the demons and monsters that dwelled in Tartarus do not share one mind. Some are predictable while others are improbable." She let her voice die down as a breeze past by, however, the was more to say. "I don't know that Ponyville will be attacked, but I don't want anypony to get hurt. I just want everypony to be safe and right now, Canterlot appears to be the safest place in Equestria." She finished, letting herself into the airship.

Twilight, Rarity, Applejack and Rainbow Dash all traded looks empathy and sorrow, before entering the airship. Concerned about Ponyville's future, they hoped their hometown would at least become recognisable.

Delicately, the airship lifted from the uncombed grass, beginning to hover back into the air, touching the night sky where everypony felt free from danger, but still imprisoned by anxiety. With Holly flying the craft to Canterlot, they would arrive their momentarily, they would be safe from harm.

Safe...

Devoid of life that made Ponyville cordial, the place was like a ghost town. Quiet and eerie, the village was almost buried in silence. Abruptly, the sound of steps began to spark, shattering the silence like glass. Through the town of Ponyville, the location wasn't completely empty after all. Something had entered the town moments after everyone had left.

Something horrible... Soon to be accompanied by more horrific abominations.

Author's Note

Hi everyone! Hope we're all enjoying the story so far, forgive me if these two chapters have felt a little weird, carrying the weight of misery and what-not. The significance at the ending here isn't something that should be looked into all that much, simply put, the "horrific abominations" are just the foul prisoners of Tartarus who happened to get an early start on ruining an abandoned Ponyville.

As for the cipher on the note Rainbow Dash retrieved, some of you may have already cracked the code, but to those who have no idea what the mystery is behind it, don't worry, it will be revealed soon.

Thanks for reading!

Chapter 34 - Relieving Doubt

Beautiful, chronic and caliginous, Luna's night would have been more appreciated if it wasn't for the panic and threats spreading across Equestria. Each star that gleamed went unappreciated, the moon became ignored and the feeling of neglect filled the night sky.

With the sky so dark and the remnants of clouds drifting by, they flowed while the sparkling stars watched. The airship Holly piloted was now crowded with many frightened faces, scared souls that remained tired and sombre. On the deck, they shivered and trembled through the cold, parents trying desperately to keep their infants warm. Within the interior of the airship, it wasn't any better. Younglings crying, mares and stallions wanting to know what lied ahead for their future in Canterlot and what would become of their home, Ponyviile.

Some of the fillies and foals were happy they were visiting Canterlot, however, they remained oblivious of the news about Tartarus' breakout. It would appear their parents thought it'd be best that they remained unaware of the liberated monsters and demons that would pick off Equestria's flesh while they roamed free.

With the atmosphere melancholy, some of Ponyville's residents chose to comfort and secure the scared, Applejack and Rarity being many of them while Rainbow Dash was distracted by the many thoughts of her unconscious friend, desperately hoping that she would be okay and awake by the time they arrived at Canterlot.

Troubled, Applejack had found herself communicating with Big Mac and Granny Smith during the flight. She for her family to try and recollect their memories of where Winona could have taken off to. No matter how hard they tried to remember, they could only respond to the mare with saddened looks which could only place Applejack deeper in a hole of dismay.

Although they had left Ponyville and evacuated the many residents, they still couldn't but feel bad about leaving their pets, but behind all the anguish, a glimmer of hope was telling them that they were safe.

Like an itch waiting to be scratched, Twilight and her friends couldn't escape the meaning of the note that was left by Fluttershy's cottage. It couldn't have been gibberish, it had to be something more and the Princess of Friendship convinced herself that somehow, Fluttershy would know. She hoped her friend was awake and free from her deep unconsciousness.

Throughout their travel, a lot of the ponies were clinging to Celestia and Twilight, in desperate need of answers to how Tartarus' prisoners broke free and what would become of Equestria. Their frail and fearful voices questioned Canterlot's safety and future.

"What if Canterlot falls?"

"Where will we stay?"

"What if we're attacked?"

Concerned and worried were the many ponies, but Celestia remained calm and carried a voice of certainty, presenting a stern look to all, "You all have a right to be afraid, but Canterlot is safe. With my sister's magic shielding the city, soon our magic will be restored and Canterlot's protection will increase. As for where you will stay, Canterlot's palace will provide many rooms for you all."

While the graceful alicorn managed to comfort and reassure the residents of Ponyville on their safety, Twilight did her best to ease the worried as well, however, even the Princess of Friendship had her mind pulling in her own thoughts. For a while, fear and doubt began to stampede over her, many things frightened her. It hurt to remember what Fright did to her back in the pit, it ached to remember the fog, it agonized her to think what Spike went through with Fright's torture and Chrysalis' torment.

Locating some space, Twilight felt her breathe accelerate, doing her best to contain her vexation.

"Princess Twilight?"

Upon hearing the familiar, young voice, Twilight turned around, her eyes levelling downwards as she stared at her new assistant: Dinky.

Gazing up at the Princess of Friendship, Dinky remained still, hoping that she had not interrupted anything.

"Oh, Dinky," Twilight spoke, her voice coated in delight as she stared at her new assistant with contentment, but it was obvious that uneasiness was still present in the eyes. "It's been quite a while, hasn't it?" She nervously laughed, trying to clean the atmosphere with bliss. "How are you?"

"I'm... I'm a little scared." The filly confessed with a shaken voice. "Are we..." For a moment, her words died on her tongue and she tried to revive them, but she feared the answer. "Are we in danger?" She forcefully whispered. "Because I heard about Tartarus... And..." The unicorn's voice began to break into a stammering with trepidation setting in.

With a sigh, Twilight lowered herself down to the anxious unicorn and offered her a look of uncertainty, "Dinky, you're a smart unicorn so you should know the truth." With a pause, the alicorn inhaled deeply and then exhaled, maintaining her calmness. "Things have been a little... Problematic around Equestria."

Twilight's explanation was enough to make Dinky's ears drop, a wave of sadness washing over the unicorn's face.

"But we're safe!" The alicorn quickly reassured, trying to wipe away the unicorn's doubts. "Canterlot is secure with Royal Guards, the city is safe behind walls and with the magic of Princess Celestia, Luna and myself, we will keep Canterlot away from harm, no matter what. No pony will get hurt and I will make sure of it. Nothing will hurt my friends, nothing will hurt anypony and I, from the bottom of my heart, will make sure nothing will hurt you."

"Do... Do you really mean that?" Dinky asked as a small smile began to assemble, looking up at the princess with pleasant eyes.

"Of course I mean it," Twilight declared, responding with a smile that gifted the young unicorn with amenity. "When Spike... Left... You stepped up and assisted me, not just with studying and work, you helped me in a time of grief. I'm proud of you and I appreciate all you've done for me. I'm sorry if I've had a hard time showing it, but-"

"Say no more, Princess," Dinky lunged towards Twilight's leg, hugging her firmly with her smile building greatly. "You've never had a hard time showing me how appreciative you are. And if any monsters come near you, then I'll do whatever it takes to make sure you're safe as well."

"That's very brave of you, Dinky," Twilight smiled down at her assistant. "And don't worry, we'll return to Ponyville soon."

"Yeah." The young unicorn looked up once more to Twilight, a smile now growing and gifting the alicorn with kindness. "And when Spike comes back, we can both be your assistants. I'd really like to know him better and perhaps we could help each other out."

At this moment, Twilight was taken back by Dinky's gentle and kind notions, it was hard to hold back her feelings as she pulled the young unicorn closer to her, embracing her new assistant. Almost lost in the future Dinky imagined, Twilight simply smiled and sniffled, "Yeah... I think he'd like that."

In the many sections of Canterlot's castle, an infirmary had been set up. Spacious, clean and immaculate, the infirmary felt like it belonged to the Crystal Empire, the walls spotless and tidy while the air felt gifted with a refreshing scent. Stationed by the walls, symmetrical to each other, many beds, big and cosy were taken by wounded Royal Guards, either moaning or whimpering in pain.

Stripped from their armour, wounded, covered in bruises and cuts that burnt damage to their soul and mind, each guard carried the horrifying image of The Hunter's attack. Fractured, injured and grazed, they felt the burning sensation clench their wounds. Whether it was their skin blistering or their bones aching, they couldn't escape the dread haunting them. While most of the Royal Guards fell victim to their wounds, some chose to deny medical support.

Many medics assisted those who were harmed. Roaming around the infirmary, some were frantic while others were oddly at ease. Some of the Royal Guards were fixed up without a problem, being healed with spells and potions, however, others took time to surpass the pain and trauma.

From the entrance of the bright infirmary, Luna looked at the damaged soldiers, either groaning in the pain that stuck on them like a parasite. Battered bodies, scratched wings, aching bones, they were all present in the room Luna stood in. Bewildered, the alicorn's eyes remained widened, giving her pupils space as they absorbed the images of the hurt guards.

Many thoughts rushed into her head, racing towards the conclusion on what and who this 'Hunter' was... However, panicked and troubled, she could only fear for the lives of Celestia, Twilight and the rest that accompanied them. Feeling disquiet enthral her like a sickness, Luna could only ponder if they succeeded or failed in preventing Tartarus' breakout.

"Your Highness?"

Snapping from her troubling thoughts like a twig, Luna blinked and turned to her side, her eyes lowering to see one of the medics.

"Is everything alright? You've been still like a statue for quite a bit. Do you need any assistance?" He asked.

Wiping her worrying thoughts clear, Luna spoke, "No... I'm... I'm quite fine. I thank you for your concern though." Her voice lightened as she commended the medic, but turning back to see the guards that were being treated. "Please tell, will the guards be okay?"

"Most of them are making a recovery, but some are still having a rough time trying to overcome the pain."

"And what of Fluttershy?" Luna asked. "Are you sure that the Pegasus is not in need of medical attention?"

"We examined her condition, your Highness." The medic informed. "She doesn't seem physically hurt, but she appears to be in some sort of state. Like a trance; trapped in her own subconscious."

"How do we support her?" Luna asked, inquisitive capturing her eyes.

"Right now, there's not much we can do." The medic confessed. "The mare is in her own world, battling whatever demons she's against. All we can do is simply wait until she finds a way to wake up."

Luna absorbed the information, at first she was blank like a piece of paper, but hearing how troubled Fluttershy may be only put herself in a state of melancholy, however, the Princess of the night had full confidence that she would awake from this unconscious mode.

"I understand." The alicorn acknowledged the medic with a slight nod. "Are you sure you and the other doctors are okay on handling your patients?"

"We're fine right now, your Highness." He smiled. "If there's a problem out of our control, we will notify you."

With a small smile that coloured Luna's face, she turned herself to the infirmary's exit, leaving the room that was drenched in empathy and sadness.

As the Princess of the Night ambled through Canterlot's castle, it was hard to shake away the thoughts that infected her mind with paranoia. Past the throne room, roaming through empty halls with the night still lurking outside, she forged her way upstairs.

Echoing, her hooves clapped against the glossy floor that looked like ice. Luna had gone beyond the throne room and past along the many guest rooms, in search of only one room.

Everything about this guest room was amicable. Warm and restful, devoid of demonic prisoners, absent of monsters that shrieked, this room felt like a safe haven, doing its best to erase any memories of Tartarus. The room contained a large bed, coated by a maroon blanket with matching pillows. Surrounded by blue walls that emitted a feeling of composure, it wasn't enough to settle in for a certain pink mare who felt her heart nearly explode from her chest.

Pacing back and forth, worried, shaken by anxiety's hands, Pinkie Pie could not contain her apprehension. Her eyes began to glaze with hysteria, her lips trembling as her tongue became numb, it was as if her mouth collapsed like a cave.

Continuing to frantically move up and down along the side of the bed, she had trouble holding herself together, mainly with controlling her thoughts. Like the harsh waves of the ocean, her thoughts would crash down in her mind, rapidly clouding her mind in a sea of uneasiness, leading her to worry about the state Fluttershy was in and the troubles Twilight and the rest were facing back in Tartarus.

Burrowed beneath the maroon blanket, secured in warmth and protected from the cold that lurked outside, Fluttershy remained dormant, unaware of the world happening around her. Against her head, she rested on the pillows that comforted her slumber.

Finally, the frightened mare stopped in place and turned to Fluttershy who looked peaceful, but no one knew what she was dealing with. What if she was facing her fears or slipping into an eternal slumber, these were all the thoughts racing in Pinkie's mind as her eyes clung to her friend.

"Forgive me for intruding." A voice called to the pink mare warmly and soft.

Tearing away from her friend's position, Pinkie Pie looked up at the other side of the bed to see Princess Luna, giving her a stare of sympathy. The mare had been panicking and nearly losing herself in the swamp that was her thoughts. At first, she jumped a little at the unexpected voice, but rest was assured when it was just another friendly face.

"I just wanted to see if there was a change in her condition," Luna confessed, now gazing at the sleeping mare.

"She's... She's going to be okay, right?" Pinkie Pie asked softly, trembling as her concern took control of her expression.

"Right now, I'm not sure," Luna admitted. "She's in some sort of dream, only she can find the way back to reality."

"Dream?" Pinkie Pie questioned. "You're the Princess of the Night, don't you help ponies with dreams and nightmares? Can't you help wake her up?"

"I've tried." The alicorn told. "But something's interfering with my magic, blocking me from contacting her mind. I find it peculiar, but I can only assume it has something to do with that fog you mentioned."

Upon mentioning the fog, Pinkie's eyes widened as the disturbed, horrific laughter began to stream into her memories. Coated in fear, her face showed it all, how she went from looking worried to traumatised. Enduring the fog was something she wished to never do again.

Luna took notice of the sudden change in Pinkie and spoke, "Many apologies for bringing up the madness you had to endure." She cooed. "I don't know what it was that you and the rest witnessed in the fog, but I assure, it was only an illusion, a nightmare created by that twisted alchemist!" She said with venom dripping from her tongue.

"So..." Pinkie began, wiping away the horrors and recollecting what Luna said. "You think that nasty cloud of fear is what's stopping you from connecting with Fluttershy?"

"I can't be certain." The Princess of the Night responded with uncertainty. "But it may be likely."

With a sigh, Pinkie Pie rested her hoof on the bed, growing mournful over her trapped and troubled friend, "I hope she wakes up soon. Fluttershy doesn't deserve any of this... None of us deserves this..."

Before Luna could continue her comfort, the guest room's door flung open and there stood a Royal Guard. Nearly jumping out of their skin, both Pinkie Pie and Luna turned to the guard with surprised looks, alert in the eyes.

"Forgive my intrusion, your Highness." The guard apologised with a bow. "But our night watch have spotted another airship making way to Canterlot. We've identified the vessel and it appears to be one of our own."

With sudden glee now bouncing on her heart as if it was a trampoline, a smile big and wide started to spread across Pinkie Pie's face, almost painting brightness. Not only did her smile widen, but so did her eyes, showing delight.

Almost rivalling Rainbow Dash's speed, Pinkie Pie zoomed up towards the guard, popping with joy and relief, asking many questions that bombarded the guard's space.

"Is it Twilight? Is it Rainbow Dash? Is it Applejack? Is it Rarity?" She frenziedly asked. "Are they here? Are they here? Are they here?"

Using her magic, Luna levitated the joyous mare back, pulling her tail gently as she remained still, her hooves sliding along the floor as she was moved back to the alicorn's position.

With ease, Luna approached the guard and spoke, "Do tell, is my sister on board that vessel?"

Initially, clearing his throat, the guard spoke, "We've only come close to inspecting the airship, Princess Luna. It is unknown who's onboard, but they had clearance upon entering."

"It must be them... It has to be..." Luna hoped. "Pinkie, stay by Fluttershy's side in case there's a change in her condition."

Brewing with relief that Pinkie Pie was able to see the rest of her friends again, she still couldn't escape the fear that glimmered. Responding with a nod to Luna's command before she left, the pink mare produced a warm smile as she turned to Fluttershy who remained passed out.

"Don't worry, Fluttershy." She cooed. "Our friends will be here soon, they'll help you wake up... They'll know what to do..."

Locked, the pegasus' eyes refused to open up and acknowledge her surroundings, not that she had a choice. Even though Pinkie was oblivious to what Fluttershy was dealing with, she looked peaceful and composed, but who knew what she was facing in this state.

It didn't take long for Luna to reach Canterlot's bay, as she progressed, the alicorn watched the frosted airship enter her city. The fact that it was permitted clearance to enter through her shield over Canterlot meant it must have carried her sister along with Twilight and her friends. With her heart beating like a drum, pumping hope and anticipation into her system, her eyes didn't budge from the airship's movement, she watched it slowly, but surely reach the bay.

Smoothly, the hefty, armoured aircraft anchored against the mountain where Canerlot rested by. Luna and many of her guards watched as the craft descended, landing like a bird grasping a branch. Even before it had landed, Luna could distinctly pick up more than one voice mumbling, murmuring from within the airship.

Nonchalantly, the Princess of the Night raised her head to bare her eyes upon the deck of the airship. Crowded, yet lifeless, Luna took notice of the many ponies onboard the airship, families, friends and younglings, all who wore the same face of exhaustion and trepidation. She knew most of the faces as residents from Ponyville.

Upon seeing the many ponies, Luna could not contain the thoughts that frightened and troubled her. As if seeing the Royal Guard's hurt and wounded wasn't enough to brim her with dismay, she came to the conclusion Ponyville had been attacked or destroyed.

Much like the last airship to arrive, the airship's lower side revealed a door, opening and hitting the ground with a thud that broke the ghostly silence. Upon reaching their destination, the many scared and miserable ponies began to exit the craft. Following the pearly path, they all moved like zombies, their heads either hanging down in sorrow or not moving an inch while most of the colts and fillies remained oblivious. Slowly moving, they began to head to Canterlot's palace while others broke off in search of relatives and friends.

Oddly enough, the Princess of the Night had seen this before, earlier tonight, where she watched the many Royal Guards limp and struggle to walk. Even though these ponies weren't hurt, they still moved in a manner that could label them as scared and gloomy.

Lost for words, Luna didn't know where to being. With her tongue tangled, her mouth locked and her eyes widened like disks, she watched as the saddened ponies all wander down the path. Confused and aghast, she was about to speak to one of the many residents of Ponyville passing by her, but a familiar voice finally came forth, one that sparked euphoria in her heart.

"Luna."

Shifting her gaze away from the sea of ponies that ambled and drifted, Luna's eyes brightened, sparkling with relief and happiness to see her sister depart from the airship. Behind the graceful, tall, white alicorn followed Twilight along with her three friends.

Finally, setting hooves back into the familiar and safe territory, Celestia admired the sight of her sibling. After a long night of worrying, fear and panicking, they had reunited. Quickly, she had leapt from the crowd and advanced towards her sister.

In response, Luna proceeded to do the same, hurrying to her sister while feeling overwhelmed with alleviation.

Almost being knocked back by a tide, Celestia felt surprised by Luna's sudden embrace, she could feel her heart knocking loudly. With a small smile, the white alicorn wrapped her wing around her younger sister.

In a frail voice that could nearly rival Fluttershy's, Luna breathed, "I feared the worst when being informed of your absence. I was so worried."

Pulling back from Luna's embrace, Celestia could only respond with a heartened look, "I'm fine, Luna. There is no need to fret, I am here now." She cooed.

Despite her sister's look of comfort, the Princess of the Night couldn't help but quickly catch on to the depressed Twilight Sparkle forging her way to Celestia's side, followed by Applejack and Rainbow Dash drenched in anxiety while Rarity carried discomfort.

Oddly enough, there was something that stretched Luna's curiosity. Of course, the sight of Twilight and her friends had her worried about what they endured through Tartarus, but catching onto Celestia and Rarity's appearance, she couldn't ignore the dark crystals swarming around their horn.

"Is everypony alright?" Luna asked, finally coming forward about Celestia and Rarity's physical state, Luna spoke, "What happened? Your horn along with Rarity looks corrupted and there has to be a reason why Ponyville's residents are here?"

With disappointment and defeat washing over Twilight's face, she and Applejack exchanged the same look while Rarity became shaken with dread. However, Rainbow Dash looked irked as she shifted her gaze towards the ground. No one wanted to break the news to Luna, but someone had to.

With a defeated sigh, lowering her voice as the crowd of ponies walked like zombies, she softly answered her sister, "They won..."

At first, feeling confused about what Celestia was mumbling about, she picked up her ears, only to receive shattering news.

"Chrysalis and Fright... They succeeded in breaking out Tartarus' prisoners. They won..."

Luna stepped back for a moment and hesitated to speak any further, shaking her head a little, trying to shake away and refuse what her sister meant. Stunned, the alicorn's eyes began to mist with angst as her mouth crumbled open a little.

"I'm so sorry, Luna," Celestia apologised, her face carrying shame and regret. "Everypony who helped me endured fear and pain, and I still couldn't stop them."

"You're not the one at fault here, Princess," Rarity assured.

"Yeah, Chrysalis and Fright are," Rainbow Dash growled, the thought of them making her blood boil.

Turning her head, fearing to know her sister's response, Luna trembled, "And what of Ponyville? Why was an evacuation needed?"

"There wasn't much we could do..." Celestia told with shame still present on her face. "With this corruption spell blocking my use of magic, and Shining Armour along with Twilight's magic deficient, there wasn't much we could do for Ponyville's protection. Asking them to fight wasn't an option, not against the creatures that dwelled in Tartarus. Not with the hate and fierceness they carry."

Upon being informed of the sudden and atrocious news, Luna couldn't deny that it felt like a nightmare. With her mind trembling, she felt bombed by disbelief. Needing a moment to grip this new reality of horror, the alicorn responded to her sister, her eyes infected with doubt.

"So... They won... Please tell me, what happens now?" She asked.

With the residents of Ponyville still passing by like the waves of an ocean, the Royal Guard escorting them to Canterlot's castle, Celestia couldn't escape from the hands of defeat. Twilight looked up to her mentor dolefully.

"I have no choice but to inform the whole world," Celestia murmured. "The last thing I want is to spread panic, but Equestria must be alerted of Tartarus' breakout. Ponies, Griffons, Dragons... Everyone needs to know. Everyone must be notified of this crisis and I'm going to need your help, Luna."

"How can I assist you?" The Princess of the Night asked, regaining her composure.

"I am uncertain of when this corruption spell will end," Celestia answered, looking up at her corrupted horn, refusing to let the alicorn cast any spells. Shifting her eyes back to her sister's position, the princess continued. "Furthermore, Twilight's magic is deficient and Shining Armour hasn't arrived yet. I'll need you and your magic to help me broadcast a message to the whole world."

Gently, from worried to lifeless like a statue, Luna looked at Celestia once more, deeply exhaling, "Of course, but if I may, sister..." For a moment, the Princess of the Night shot a worried look to Twilight but quickly looking back at her sister. "There is something I must tell you."

Intrigued, yet scared by Luna's light voice, Celestia spoke, "What is it?" She asked softly of her.

Once again, Luna revealed another look of angst towards Twilight and it did not go ignored by the alicorn.

Snapping back to Celestia, Luna responded sternly, "No... It can wait, right now we must warn Equestria of Tartarus' breakout."

Hit with confusion and puzzled by her sister's sudden change in emotion, Celestia couldn't help but let it slide and agree with her as she gently nodded, "Understood."

"Is there anything we can do to help?" Twilight asked.

Celestia turned away from Luna, gazing at the younger alicorn with warming eyes, "Twilight, I only ask of you to make sure Ponyville's residents make their way to the Royal Palace. After that, I'll need you to meet me and Luna in the throne room."

Before proceeding, Rarity spoke up, questioning Luna with concern, "Forgive my intrusion, Princesses, but how have Pinkie Pie and Fluttershy been?"

Backed up by Rainbow Dash, she spoke rather frantically, "Yeah, is Fluttershy awake yet?"

With a look of sorrow, Luna responded, "Pinkie Pie is quite alright, but as for Fluttershy, I believe she has not recovered from the fog. She appears to be in some form of deep sleep, one that cannot be disturbed."

Angered, but mostly disappointed, Rainbow Dash lowered her head and sighed. Much like Rarity, Twilight and Applejack, they showed dejection as well.

"A lot has happened tonight," Celestia spoke heavenly, her voice ridding the air of melancholy. "A lot of panic, pain and fear. I'm so sorry for what you had to endure, I'm sorry about what happened in Tartarus, in the fog... But we're safe now, away from fear."

Crowded, moving like zombies, the residents of Ponyville all remained frightened for their homes back in Ponyville, they feared for the future, afraid of the monsters that now roamed out of their cages.

With Luna's guards escorting Ponyville's residents to Canterlot's castle, Twilight watched with great sorrow. Turning around to her three friends, exhausted and sad, she spoke, "Come on girls, let's go find Pinkie Pie and Fluttershy."

As Celestia and Luna readied their wings, taking flight and hurrying to the castle, Twilight watched as they would prepare a message to Equestria, a message that may put the whole world in fear.

Author's Note

Presented by the skilled artist, Emosite CC has done some sketches based on the 31st chapter:

Emosite has done a lot when it comes to creating art, for MLP and Fear Within, she's even provided cover art for the story which I'm really grateful for. Creative and imaginative, she's doing a lot of awesome things such as her alternate universe comic known as Sparkle AU and a horror comic called Empty Halls which involves a lot of torment around Twilight and Spike. It's also worth mentioning that she does quite a lot of animatics on Youtube, she's even doing animatics for Daughter of Discord.

She doesn't just do MLP, she hops to Ducktales and other cartoons as well!

Check out her DeviantArt page for more of her brilliant art, there's a lot to see!
Emosite's DeviantArt Page

If you're seeing this Emosite, thanks a bunch for your kindness, generosity and support!

Chapter 35 - Interference

With the night still present, it didn't take long for the ponies of Ponyville to become secured. While most of them were offered to take refuge in the Royal Palace, some had broken away to stay with relatives or friends that lived in Canterlot. While fear remained glued to their mind, the thoughts of dread would not shake away, even with their safety guaranteed.

Worried, exhausted and anxious, the bright and lustrous atrium of Catnerlot's castle was brimming with melancholy, the air becoming poisoned with angst. The Cakes, Lyra, Bon Bon, Derpy... They all showed the same faces. They were scared. It was as if fear was cracking through their serenity, shattering their composure. Huddled into groups, friends and families, they all kept close, trying to calm one another, hoping that Ponyville, their homes were left intact, safe from the monsters that were liberated from the pit.

There was no doubts that Dinky remained scared, however, she chose to stay hopeful and a glimpse of hope was seen in her eyes as she stayed by her mother's side.

Carefully and calmly, the Royal Guards escorted the lost ponies to the guest rooms to spend for the night. Some wanted to refuse and continue being swarmed and hurt by their own worries, but drowsiness was quick to creep up on them. Friends and families stayed with one another, parents clinging onto their younglings or keeping them in sight in fear of them vanishing.

Applejack was seen comforting her family, trying her best to restore Big Mac and Granny Smith's confidence that Sweet Apple Acres was going to be alright. The looks her sibling responded with, as well as her elder, did not raise their morale. They knew they were safe, however, they felt scared for the future, much did everyone else.

Before entering the castle, Twilight was hit with a wave of exhaustion, but her anxiety would not let her rest. Seeing so many frightened ponies put her on edge and as a leader; a princess, it was her duty to reassure their safety. As if her soul had left her body, the alicorn looked frozen.

By the alicorn's side, Rarity spoke up, "I believe that's everypony. I hope they'll be alright."

"This place is more packed than the gala," Rainbow Dash brought up. "Do you really think leaving Ponyville was such a good idea, Twi?"

Snapping back to reality, her soul being tethered back into her body as she gave her head a quick shake, taking in Rainbow Dash's question, Twilight began to mumble, "Huh? I... I don't know, Rainbow." Finally, a sigh broke loose from her words. "This is hard for all of us, but what could we have done? I wanted to protect Ponyville with everything, but what choice did we have? Right now, I'm not sure of anything."

Her response only put Rarity and Rainbow Dash on edge, they exchanged looks of concern knowing that their friend was going through a difficult time.

"Well, if I may," Rarity opened up, presenting the alicorn with a comforting smile. "I think it was the right call to evacuate Ponyville, and you most certainly did a good job assuring and comforting the town."

With a weak smile, Twilight responded, "Thanks, Rarity, that means a lot, but Rainbow Dash does have a point. We should have done more, no, we could have if I didn't freak out with my magic back at the pit." She sulked, almost cursing herself as her head dropped down once more.

"You can't blame yourself for what happened back at Tartarus, Twilight," Rarity spoke truthfully. "You were scared and-"

"I know I was scared," Twilight quickly cut off, causing Rarity to flinch a little. "They got the better of me, both Chrysalis and Fright, I was afraid before I even encountered them, especially what happened in the fog, the cells, the announcement, but now we've got more to fear with Tartarus' breakout and the... The..."

With her words dying down, Rarity and Rainbow Dash could only see their friend work herself up, nearly steaming with disappointment, flaming over the incident that happened in Tartarus, but the deeper she dug into her memories, a flow of fear splashed down on her. Sulking, letting the anger fade, the alicorn dropped her head once more, drowning in a pit of worries and confusion.

"The Hunter..." Rainbow Dash finished.

Looking up, nearly jumping just by mentioning his name, Twilight gazed at Rainbow Dash with a look that almost felt empty of emotion, soon, trepidation began to fill her eyes.

"When Shining Armour and Holly came to save us from our cells, I was afraid to leave because of him... This Hunter really hates me and he claims that he knows my every move. Chrysalis, Fright, The Hunter... They have my friend, they have Spike and the more I show fear, the more I'm failing to reach him! I'm scared, but everypony is looking to me for answers, how can I restore their faith if I'm feeling anxious?" Twilight told, her throat nearly crumbling. "How can I tell them that everything's going to be alright?"

"Twilight, please... Deep breaths," Rarity told.

Quick to obey, the alicorn slowly dropped her words, inhaling deeply and slowly letting out the remnants of her stress, "I'm... I'm sorry." She apologised. "I'm just..."

"We're all scared, darling." The unicorn explained. "But we're safe here, nothing can hurt us, not Fright, not Chrysalis and certainly not that savage hunter." Rarity brought up their enemies with disgust.

"Ah managed to find Granny Smith and Big Mac the room Apple Bloom and her friends were stayin' in," Applejack approached.

"How are those three?" Rainbow Dash questioned.

"Right now, they're sleepin' like bears in hibernation." She told. "And ah think we should be gettin' some sleep as well."

"As great as that sounds, Applejack," Twilight started. "I don't think I can, my mind hasn't been able to shut off since we left Tartarus and I need to see the princesses."

"But what about Pinkie Pie and Fluttershy?" Rainbow Dash mentioned. "I thought we were going to see them?"

"Princess Celestia instructed me to meet them in the throne room once everypony had been secured into the castle. Could you girls go on ahead and check on Pinkie Pie and Fluttershy?" The young alicorn asked softly.

"Ah suppose so," Applejack agreed. "I just hope they're both doin' alright."

"You'll know where to find us, right Twi?" Rainbow Dash asked.

"Of course." The young alicorn gently brushed a small smile over her face, but the happy expression wasn't enough to rid the exhaustion around her eyes. "I won't be long."

Tired and still shaken from her experience in Tartarus' pit, Twilight felt pummeled by doubts and shaken by fear. Inhaling deeply, she began to proceed through the entrance of the Royal Palace, advancing through the atrium. Breaking away like a leaf from a branch, Twilight began to walk away from her friends, moving like a zombie, infected by misery. Her wings didn't properly fold to her side, they were seen hanging a little.

"The poor darling's been through so much," Rarity commented, her voice layered in empathy. "I can't imagine the stress she must be enduring, especially the way that vile Queen Chrysalis tormented her about Spike..." Gently, she raised her hoof up to her chest, losing herself in a pool of memories. "I'd do anything to see him again..."

"We all miss him, Rarity," Rainbow Dash told.

"Come on, girls," Applejack rallied. "Let's go find Pinkie Pie and Fluttershy."

Following behind Applejack, Rainbow Dash hovered while Rarity fell behind a little, they wandered through the halls that were now and then occupied with Royal Guards and a few familiar faces from Ponyville. Although they were safe, their concern for each other grew in this new world that brimmed with dismay.

By her side, feeling herself slipping away into the clutches of sleep, Pinkie Pie relieved a yawn as her eyes targetted Fluttershy, trapped in the realm of dormancy, unable to wake up. Even though it was the fear-inducing fog that put her in this state, she looked oddly peaceful, sleeping behind her warm blanket. With her eyelids drooping, Pinkie Pie could barely keep herself awake at this point.

Finding the strength to force her eyes open once more, looking at her unconscious friend, Pinkie Pie became perplexed for a moment, confusion crumbling down on her like an avalanche. Flooding into her mind, she remembered how Fluttershy just charged into the fog back in Tartarus.

"Don't worry, Fluttershy," Pinkie Pie broke down into a whisper. "I'm sure our friends will know how to wake you up... Perhaps I should just give my eyes a little rest as well... For now..."

With her eyes drooping shut, smiling, she mumbled, "Don't you... Go anywhere..."

Soon enough, just before the tired pony's eyes had completely locked shut, she caught a glimpse of the bedroom door opening. Without any noise, the door failed to screech, instead, it slowly drifted open. With her mind switching to sleep, she failed to process that someone was entering the room.

"Pinkie Pie?"

Upon hearing the familiar voice, her heart jumped with joy. Forcing herself awake, her eyes widening and she relieved a sharp gasp, she hopped from the other side of the bed towards Rainbow Dash, tackling her to the ground and hugging her tightly.

As Rainbow Dash was tackled to the ground, Applejack and Rarity watched as they slid across the room. Knocked to the ground, feeling the force of her friend's embrace put Rainbow Dash into a mixed state of alarm and comfort.

"I missed you all so... So much!" Pinkie Pie screamed with joy, nearly crying.

"P-P-Pinkie... Can't br-Breathe!" The cyan pony struggled.

"Darling, we missed you too, but perhaps it would be best to let Rainbow Dash breathe," Rarity advised with a warm smile, entering the room just after the cyan pegasus had been intercepted.

With a light chuckle, Applejack felt content to see Pinkie once again.

"Oh, I was so-so-so worried!" Pinkie Pie finally hopped, releasing Rainbow Dash from her grip.

Targeting Applejack, the pink pony quickly zipped towards her, repeating her loving embrace, but not so rough this time.

"We're fine, Pinkie," Applejack eased, responding to her friend's embrace. "You did good gettin' Fluttershy to safety. We missed ya both deeply."

Dashing towards Rarity, Pinkie Pie was clinging to everyone, missing them greatly.

Feeling the force of her hug, Rarity simply smiled and calmed Pinkie's nerves, returning her embrace.

Picking herself up from the ground, Rainbow Dash approached the bed that tucked away her unconscious friend. Pouring over her heart, she had faced a wall of heartache to see that her friend had not yet awakened from this state.

"How... How has she been?" The pegasus asked faintly.

Pulling away from Rarity's position, Pinkie Pie began felt sadness pierce her happiness once again, with an unsure look, she responded, "I... I don't know." She confessed, approaching Rainbow Dash. "Princess Luna has been trying everything to wake her up, but she said something was interfering with her dream magic."

"You mean Princess Luna can't connect to Fluttershy's dreams?" Rarity questioned.

Sadly, Pinkie Pie nodded to her question.

"So waiting is our only option?" Rainbow Dash asked.

"Maybe not," Applejack interjected. "There has to be somethin' to wake her up, what about Zecora? Is she here? She might have some sort of brew that'll wake her up. Did she arrive with everypony else?"

Trying desperately to recover their memories, it was obvious that they did not enter the Everfree Forest.

Aghast, with guilt washing over the white unicorn's face, she gasped, "We... We didn't leave Zecora behind, did we?"

Trouble arose when Rainbow Dash tried to form her words, her eyes hovering around as she tried to explain, "We were in a rush, she lives in the Everfree Forest!" With an irritated sigh, the cyan pony threw her head up and let off a growl. "We have to go back for her, she could be in danger and she might be our only help to waking Fluttershy."

"We can't go back to Ponyville, Rainbow," Applejack denied. "Ah want Fluttershy to wake up just as much as you, but-"

"Wait!" From the top of her lungs, Pinkie Pie screamed.

With her voice detonating their conversation, the pink pony looked around at her three friends. Unsure where to begin, afraid to even question them, but she felt compelled to join.

"Why... Why can't we go back to Ponyville?" The pink pony tilted her head, layered in confusion and curiosity.

All at once, Applejack, Rainbow Dash and Rarity swapped faces of regret and heartache. With the uncomfortable silence only lasting a few seconds but feeling like an hour to Pinkie Pie, she waited for an answer, however, their silence filled her with discomfort and angst.

"Listen, sugarcube," Applejack broke her gaze away from Rarity and Rainbow Dash, turning towards Pinkie. "Ah hate to break this to ya, but... We couldn't stop Chrysalis and Fright."

"What?" Pinkie Pie asked, fear rattling in her voice.

"We couldn't stop the breakout," Rainbow Dash joined in, however, her eyes failed to connect with the pink pony's. Instead, she presented a look of disappointment, concealing the anger that was pushed back.

"You- You mean..." Pinkie Pie trembled. "They won..."

"This... Is a lot to take in for all of us, Pinkie," Rarity commented, her delicate voice tried to reach her.

"We had to evacuate Ponyville because we lacked the defences." The cyan pegasus told, looking displeased. "After what Twilight went through, there wasn't much she could do."

"What happened to Twilight?!" Pinkie Pie nearly screamed.

"Relax, darling," Rarity cooed, approaching Pinkie Pie and resting a hoof on her back. "Twilight is quite alright."

Sharpening like daggers, Rainbow Dash's eyes pointed to the unicorn as her voice bounced with frustration, "Can you really say that, Rarity? Twilight's down in the dumps, she's scared and I think she's anything, but 'alright.'"

"I'm aware of her troubles, Rainbow." The unicorn returned a glare back at the pegasus.

"Can somepony please tell me what happened to Twilight?!" Pinkie Pie screeched, dragging both hooves along her face, panic pumping into her heart.

"Look, Pinkie," Applejack came forth. "Twilight's fine, she really is, but she had a run in with Fright's fear magic."

"Like the fog?" Pinkie Pie quivered.

"Sort of, but she's safe, she's with the princesses, you'll see her soon."

"So everypony was evacuated from Ponyville then?" She brought up. "Mr and Mrs Cake? The Cake twins? Are they here?"

"Yes, Pinkie, everypony's here," Applejack assured.

"And Gummy?"

Words departing from her mouth, leaving Applejack dumbfounded to continue, Rarity helped her explain.

"Pinkie, I don't know how to explain this, but it would appear all of our pets accompanied with Fluttershy's animals have simply vanished."

With a sharp gasp, Pinkie Pie presented a look of dread, "Gummy isn't here?"

"Neither is Tank," Rainbow Dash commented.

"Or Winona," Applejack joined.

"Opal wasn't anywhere in Ponyville either, however, there was a peculiar note left as Fluttershy's door," Rarity informed.

"Well, what did it say?" The pink pony questioned, her eyes glazing with curiosity. "What did it say?"

"That's the thing, we don't know," Applejack apprised. "It appears to be a load of nonsense if you ask me. But that letter might be our only hope to findin' out what happened to our pets."

"Well, where is it?"

"I believe it was left with Twilight," Rarity recollected.

"Considering it was taped to Fluttershy's door, we'd assume that she'd know what to make of it, but she hasn't woke up yet." Rainbow Dash said, her head slowly swung to her unconscious friend with intense worriment growing. "Our only hopes of waking her up from this state would have to be Princess Luna and Zecora."

Sinking like a ship, Pinkie Pie rested on the floor, absorbing the information that her friends messaged her with. From sad to worried, the pink pony was a puzzle of heartbreak.

"What... What do we do now?" She asked.

"We'll think of somethin'," Applejack allayed, placing a hoof on Pinkie's back. "Don't worry sugarcube."

With Applejack comforting Pinkie Pie, anxiety and trepidation cramming down into her system, her thoughts were swollen with fear. Needless to say, everyone in the room would be lying if they said they weren't scared. With the breakout being a success, they had a future to fear. Oddly enough, the only one that looked peaceful was Fluttershy, enveloped in her own world.

It had only been a few minutes since Celestia and Luna made their way back into the throne room, wanting to alert the whole world of the crisis that was executed in Tartarus, they both knew staying in silence wasn't an option. Not wanting to unleash fear into the world, they had to bring this message to the public. Every living thing must be warned of Tartarus' breakout.

However, before entering the throne room, Luna had presented news of her own, information that troubled her elder sister. Within the centre of the burnished and decorative throne room, the two alicorns looked like statues in their garden. Lifeless, still as if time had stopped working, Celestia's eyes were as wide as an owl's. In disbelief, left with a frown that wiped away her relief of returning home, she fell deep into a hole of disturbance.

Luna simply stared at her older sister. With a hint of worriment filling her expression, the Princess of the Night took a step closer towards her sibling, "Sister?"

Snapping towards Luna's position, "Who else knows of this?" Celestia asked.

"Only us, but she has a right to know, they have a right to know," Luna tried to convince.

"No!" Celestia quickly shut down. "Twilight Sparkle has been through too much tonight, the announcement, the fog, Chrysalis' torment and now this breakout. I... I don't know how much more she can take."

"Sister, she needs to know at some point," Luna cooed. "And what of Shining Armour, he has a right to know, he must be alerted of what happened!"

"I know!" Celestia trembled. "Just... They need time to heal, they will know, but not right now, not after tonight..."

"Very well," The Princess of the Night nodded. "I hope this is what's best for them."

Shrouded in disbelief, Celestia knew that Luna was right, she would eventually have to tell both Shining Armour and Twilight of this problem. Hit with trepidation; struck with dread, the Princess of the Sun had other things to clear with the world, such as preparing her announcement for the liberation of Tartarus' prisoners.

Unknown to both princesses, Twilight remained just outside the throne room. Her ears failed to pick up their concerned whispers, instead, she drifted into a world of her own. What seemed like an hour of wandering, but only a few minutes, the alicorn finally reached the throne room's doors. Pressing her hoof against the entrance, she was faced with the haunting memories of Spike's torment staining the throne room. With disappointment and sadness weighing down on her like an anvil, she held her head down, crumbling into misery.

Complicated, combined with mixed emotions, Twilight didn't know how to feel. Sad, angry, disappointed... Truth be told, she felt empty, devoid of happiness as if the feeling of joy never existed. Scared to enter the room that once brought accomplishments and happy endings, the alicorn trembled as she remembered every second of the agonizing torment her friend endured.

With great strength and courage, Twilight pushed the doors of the throne room open, catching the attention of both Luna and Celestia who darted towards the Princess of Friendship. Ignoring the stained windows, even though they did not possess any horrific visuals, the alicorn approached the two princesses.

"Princess Celestia, Princess Luna," Twilight greeted. "Ponyville's residents have all been secured, although, they are lacking faith. They're still scared."

"Thank you, Twilight," Celestia approved with a comfortable voice, soft like a pillow. "Your position as the Princess of Friendship has said a lot tonight, your bravery and dedication towards your friends and subjects have been inspiring. Fear will run its course, but we are safe here. I'm sorry there wasn't much we could do for Ponyville, but know this: Your home will not be abandoned or forgotten, Ponyville will be reclaimed. I will make sure of it."

"That means a lot, Princess," Twilight pleasantly lifted her head, feeling assured of her ruler's words, however, the satisfaction and assurance she felt was quick to fade, feeling the need to apologise. "I'm... I'm sorry for what happened in the pit. I'm sorry-"

"No," Celestia spoke, her soft voice becoming louder, almost ordering Twilight to stop in her sentence. "You have nothing to apologise for, what Fright did to you was inexcusable. I understand the fear you went through, the horror he twisted through your eyes. I understand the anger and hate you have for him, for Chrysalis and those who stand with them. They have gone too far..."

"Princess?"

"Twilight..." Celestia continued. "I'm just contented that you're alright. I'm sorry for what you went through." Lowering herself down, the alicorn brought Twilight closer into a hug.

The embrace of her friend, mentor and ruler felt like a whole new world to Twilight, it's almost as if fear didn't exist, as if the pain was extinct from Equestria. Feeling at ease with Celestia's comfort, the serene sensation did not last long as she eventually had to break away from the young alicorn.

"If I may," Luna began. "Are you sure there's enough room in the castle for a whole town?"

"Of course." The Princess of the Sun acknowledged, turning to her sister. "And if there's not, we can make room. Ponyville will not be abandoned, we just need to give them a roof to sleep under for a while. I will not allow a village to fall to such demonic creatures."

"Understood, sister," Luna responded, for a moment, feeling doubtful. "I believe the world is ready to know now..."

"Is something wrong, Luna?" Celestia questioned.

"What we're about to do, this may change Equestria forever..." The Princess of the Night confessed. "I'm not saying we shouldn't warn everypony, but this may put a lot of them in fear."

"It needs to be done, Luna," Celestia calmly confessed. "Everyone must be alerted of this crisis, remaining silent isn't an option."

Without any verbal response, Luna simply nodded, signalling Twilight to come to her side.

Quick to obey, the Princess of Friendship proceeded towards Luna, away from Celestia's position.

Closing her eyes, locking them shut, Celestia located a place of peace, steadying her breathing, looking graceful and peaceful.

With her magic forming, holding up the barrier around Canterlot, Luna directed a beam towards her sister, flowing like a ribbon. Her energy did not hurt the Princess, it halted right in front of her, projecting a screen that mirrored Celesita's reflection.

As Luna maintained her energy and strength, holding up the barrier and broadcasting a message to the whole world was difficult, her mind began to irk, a headache clouding over her.

Sparking and flickering, Twilight looked around the throne room and noticed the stained windows of their victories all presented a projection of Celestia. Twilight's eyes widened as their victory over Discord and Nightmare Moon along the other accomplishments vanished with a flash of light. Throughout Equestria, projections of Princess Celestia spread. The Crystal Empire, Fillydelphia, Baltimare, Canterlot and even Ponyville and Manehatten. Luna's magic began surged throughout Equestria, projecting Celestia to every single being.

Fillydelphia

In the metropolitan city, awakening from their slumber by a jingle that was loud, yet delicate to travel through ears. Stallions, mares and foals gathered onto the streets, staring at the many projections of their ruler who remained still, calm as her soul bathed in readiness. Conversations began to spark, chattering and babbling rising. Most of the ponies felt alerted and worried, but others looked contented to see their graceful leader.

Dragonlands

On her throne, wired with concern and curiosity, Princess Ember stared at the projection of Celestia that hovered in the sky, placing a claw under her chin and arching a brow as she watched the alicorn open her eyes to the world. Of course, many of the dragons began to raise questions, some in curiosity while others were hostile towards the projection. Some simply did not care.

Canterlot

All around Equestria, everyone sparked wide awake upon hearing the broadcast and seeing Princess Celestia who remained serene and undisturbed. Finally, the princess opened her eyes wide and stared into the eyes of the many ponies, griffons, dragons and every living thing. It was impossible to avoid this projection, at this point, the whole world was seeing Celestia.

On the streets, ponies wandered out to see the projection of their ruler. With tired eyes, they were quick to widen and removing the sleep that idled in their vision. Whispers travelled through the night, concerned and troubled about why the Princess of the Sun had awoken them so late.

In the royal palace, every window and mirror glimmered, flashing brightly as the white alicorn came into view, being witnessed by the Royal Guards, The Cakes, Lyra, Bon Bon, Dinky and Derpy and the rest of Ponyville's residents.

At this point, the whole world stared into Celestia's eyes.

Extravagant and charming, the guest room that contained five ponies had been uncomfortably quiet. Pinkie Pie remained seated on the uncluttered floor, clean and bright. Still shocked and struggling to cope with Tartarus' breakout, she didn't bother lifting a smile. Again, she could feel the clutches of sleep crawl up on her. Rarity and Applejack were left alone with their thoughts while Rainbow Dash rested her head against the bed, staring at her unconscious friend, losing herself in a cloud of wonders, desperately thinking why she chose to enter the fog.

Like a flare, flashing bright, Pinkie Pie was the first to take notice of the dresser mirror, failing to see her reflection, but witnessing Princess Celestia, looking tranquil.

With a stutter, Pinkie Pie forced her words out, perplexed with the mirror's function, "I-I think the mirror broke."

Each snapping out of their thoughts, their attention on Pinkie, Rainbow Dash hovered beside her while Applejack and Rarity trotted to the projection of Celestia.

Raising a brow, Rainbow Dash asked, "What's going on?"

Before anypony could answer, Princess Celestia's voice rose from the silence, standing tall with her wings tucked by her side, presenting a stern look, sounding clear and strong to Equestria, "Citizens of Equestria! Ponies, dragons, griffons, yaks and to every creature!" For a moment, there was a pause, one that glimpsed worriment to all. "It is with great anguish that I must inform you all that there has been a breakout in Tartarus."

Equestria exploded with shock, ponies gasping in horror, griffons were alarmed and yaks were confused. Sickened with Celestia's information, fear infected them like a virus. Foals clung to their parents, ponies held each other close as their hearts began to furiously pound against their chests.

Despite the panic the many ponies felt, Celestia continued, "But rest assured, the matter is being dealt with. It is imperative that all kingdoms and cities are placed on high alert. Secure from the-"

In a flash, Celestia's warning had been interrupted. With every projection blinking and ridding the image of the princess. Visions of the delicate ruler along with the throne room had snapped to darkness, only presenting the stitched, ill-repaired face of Fright, now seizing control over Celestia's message.

Eyes desolate of colour, staring at the open world, his new playground of fear, Fright's mouth remained confined behind his withering stitches, "I see your fears have finally bested you. All of that anxiety and paranoia in your eyes. How gratifying to see the ruler of Equestria powerless and scared, warning the world of her mistakes."

Canterlot's Throne Room

Drawing back from the screen projected by Luna, the tranquillity Celestia bonded with was quick to break, panic and anxiety now taking hold of her feelings. Aghast, Celestia's horrified look was quick to transform into anger, her voice rising.

"No... No!" She shouted. "Do not let him interfere!"

"I'm trying!" Luna responded, infuriated with the interruption.

Shocked much like her mentor, Twilight took a few steps back, staring heavily at the projection of the demented alchemist who took over the system.

Overcome with stress and tiredness, Luna did everything in her power to fight back the interference. Concentrated, her power grew, however, her aura that surrounded the screen faded to green. Without warning, the Princess of the Night felt a surge of discomfort burn her mind, stinging her head.

Letting off a growl in annoyance, Luna's magic was shut down from her own communication spell, however, she remained adequate to hold up the barrier around Canterlot. Weakened and nearly overwhelmed by her own energy, the Princess of the Night had lost control over her own communications spell.

"Princess Luna!" Twilight jolted, helping her up.

"I'm fine," Luna reassured, quick to rise back up.

Spreading like an infection, one by one, the stained windows of the throne room all displayed the unpleasant, ragged face of Fright, returning his voice to the public, having it creep down their spines.

"To all, you frightened souls: Don't bother with the princesses lies, their words will not package your safety nor will they erase the fear consuming you. As proven by tonight, your princesses are no strangers to failure, the prisoners of Tartarus are liberated from their cells, uncaged, free to do as they wish... And that terrifies all of you, doesn't it?"

Hunted by anger, Twilight turned away from all over the projections of her enemy. His voice was quick to scratch her ears, filling her with exasperation. Swiftly, the alicorn hurried out of the throne room, trying to escape the sight and voice of Fright, leaving both Celestia and Luna infuriated with the interruption.

As Twilight exited the throne room, she was met with multiple projections covering the windows, failing to escape from his sight and voice, it continued to travel through the castle. Desperately, she just wanted everything to go back to normal. Tonight would not end when it came to fear, pain and mockery.

"Can you see them? Take a wander, pry yourselves from your homes and see what terror has to offer. All the monsters, the beasts and demons that you all thought thrived in nightmares. They are picking at this world's flesh and bone."

Hurrying through the halls of the Canterlot's castle, Twilight felt her heart banging against her chest as if it wished to be released. She didn't know where she was going, all she wanted was to escape his voice, but no matter how far she chose to run, his dead, emotionless voice continued to spoil the air.

"How can the world know fear when you are blinded by harmony and peace, how can you feel terror's grip when gaps are bridged by friendship, how can dread fill the land when it has the wings of the alicorns to shield you. You want to be protected, secured and looked after by the princesses, by your leaders, so you have nothing to fear, but what will you do when they're afraid?"

At this point, the whole of Canterlot was nearly injected with doubt, questioning their safety, their faith and hope.

"Fear is more than just a branch connected to a tree of life, it is something more than just a natural occurrence. Fear is what keeps our lives from hollowing, without it, we are empty. From this moment on, harmony is nothing. Fear is everything! You are ruled by fear, controlled by fear and fear is controlled by me... Isn't that right, Twilight?"

As if her movement was stripped away; her free will vanquishing, Twilight locked in place the moment her name was voiced by the sadistic alchemist. Stressed, continued to be attacked by anxiety, the young alicorn found herself alone in one of Canterlot's hallways, dark and eerie along with the visuals of Fright.

"What happened at the pit cannot be ignored, not what you did. Do you fear what happened? What you did, what nearly cost your brother's life?"

Once more, the painful recollections that happened earlier choke her memories. Hurt and angered, Twilight simply stared at the immaculate floor of the castle, trembling as she gripped her eyes shut, blocking all visuals, but hearing well of his voice.

"I may inflict terror upon the minds of many, they usually scream, cower and cry, but what you did was... Different. You were scared, true to your fears, but how your nightmares deteriorated your control, how you lost your mind to dread was astounding. You nearly screamed your sanity away. You were inches from losing yourself to madness. That is what I want the world to see, those who stand with you, broken, shattered and scared and soon, it will come."

Trampled by complete sorrow, the lavender alicorn could only shield herself from the world, just like she did in the fog and Tartarus. Even when she wasn't infected with Fright's fear poison, she continued to feel swarmed by trepidation. Refusing to handle Fright's mockery, the alicorn simply muffled her distressed cries.

"You can't save your friends... You can't save Spike... No one is safe."

Deserted in the empty hall, the visuals of Fright finally had flickered off, his quiet, infernal voice had died in the silence. He had delivered his message to the world, his new world of fear.

It was heavy, this feeling Twilight felt. No matter how hard she tried to escape all of the horrors, it just came back to hurt her. From the announcement to the fog to Chrysalis' torment to Tartarus' breakout to evacuating everypony from her home, she couldn't take it. The terror, the misery, the sadness, it was crashing down on her like a comet. No matter how hard she tried to escape it, Twilight realised this torment, this agony and fear was going to last longer than she realised.

Scared, silently crying all alone in an empty hallway, the Princess of Friendship finally felt gripped by sleep, her soft tears slipping down her face as she felt sleepy... And then... Darkness.

Chapter 36 - The Aftermath

Something was different...

Darkness was rushed to the alicorn's sight within an instant of opening her shattered and exhausted eyes. Forcing them wide open, taking in the dark surroundings, Twilight rose from the cold, jagged ground that made the unknown location look deconstructed. With her heart wanting to break free, thumping against her chest, she was faced with a feeling of unsettlement as her heard twisted left and right, trying desperately to decipher her location. This didn't feel like Canterlot's Royal Palace, nor did it feel like anywhere homely.

For a moment, hesitant, Twilight's tongue trembled, stammering a little until she forced her mouth open, "Hello?" She called out, slowly beginning to move her hooves against the dead ground, advancing into the unknown.

She was quick to regret her action as she received many responses to her call. All around, she heard whispers, some sounding familiar while others were demonic.

"You're insane..."

"You're sadistic..."

"You're unstable..."

"You're pathetic..."

"You're disgusting..."

"You're cruel..."

"You're broken..."

As if she was falling into a pit of insults; spiteful words that hovered around and bit her, Twilight could only feel herself being hit with painful memories of last night's events. As if they were tides constantly rising and falling down on her, the poor alicorn could only feel overwhelmed with thoughts of despair and terror.

Overwhelmed with the horrific voices, Twilight began to panic, her ears flopping down stress and angst wore over her face like a mask. Worried, panic flowing into her heart and wanting to break free from this dim prison, the princess tried desperately to look for a way out, any bit of light to guide her away from the voices, but nothing.

"No... Stop!" She wailed and cowered, readying her wings as shields to block their crazed voices.

Her pleading was quick to be denied as the whispers got louder and louder by the second, continuing to roar and demonize her into a monster. Cowering, Twilight stumbled away from her position, swiftly turning around only to be faced with light, shining down before her.

Like a spotlight, tearing through the darkness, the moment the distressed alicorn laid her eyes on the light, they looked down to see a damaged and traumatised baby dragon.

With the blaring, devilish voices coming to an abrupt halt, Twilight studied her hurt friend. In the centre of the light, on his knees with his arms hanging lifelessly by his side, Spike showed no sign of life, his head sinking downwards, refusing to look up. Around him were broken pieces of glass, shattered much the dragon himself.

Tormented, broken and scared, reduced to a fractured soul cowering in the dark, the visuals of Spike as he was infected with fear, torn up about being forgotten never failed to catch up with Twilight. She remembered how he talked, how he was crying, how his heart failed to repair itself when he found out that he was replaced and forgotten.

"Sp... Spike," Twilight spoke, tearing up at the sight of her damaged friend.

Sparked with a glimmer of life, Spike's gills shot upwards, hearing well of Twilight's voice. It took a few moments, but he finally looked up at her. He was unscathed, no cuts, no bruises, just exhausted eyes with tears flowing down his face.

"Spike..." Twilight spoke once more, showing no sign of holding back her tears.

For a moment, afraid and slightly tilting his head, he relieved a weak sigh, "Why..."

Suddenly, the light burst into nothingness, the glimmering passage that pierced the blackness and Spike vanished into the darkness that surrounded and stalked Twilight.

Skipping a beat, her heart chose to rapidly bash against her chest as she frantically looked around in the darkness, desperately trying to relocate her friend, calling out to him with dread gripping her voice.

"Spike! Spike!"

Once again, the light flickered back on much to Twilight's satisfaction, however, it was short lived. With her head lowered, her eyes hoping to see Spike once again, but what she was met with made her blood run cold, almost turning to stone.

In the light, Spike was no longer there. Only a pair of clawed feet with crooked legs is what she saw. Fear rushed to her system as her whole head darted upwards, looking up to the pale, white mask that was devoid of any emotion; any remorse. There was no need for more than a second to process the identity of who Twilight was facing.

Swiftly, before their eyes could even connect, The Hunter grabbed the princess by the throat before she could scream or even unlock a gasp. His sharpened fingers gripping her throat as he lifted her up from the ground, bringing her up to the level of this barren, black eyes.

Struggling, shaking her hooves around as she tried to break free from his grasp. Hopelessly, she tried to fly away, her wings flailing as she continued to forcefully break free, but The Hunter's claw remained fixed against her throat.

Shaking, the spikes around his mask rattled in hatred, his voice tearing through the uncomfortable silence around them, "You're mine now!"

With his other hand free, The Hunter enthralled Twilight's horn, preventing her from using any sort of magic.

All while Twilight helplessly struggled, continuing, but failing to break free from his hold, she couldn't shake the feeling of dread consuming her. Cold, the alicorn felt The Hunter's power encase her, clouds of darkness swarming her; drowning her until she felt scared, empty of hope.

From side to side, her eyes trembled, trying to breathe through The Hunter's power, but it was proven futile. All she saw was the white, sinister mask, his cold and life-lacking eyes swallowed her into an abyss of fear as her vision slowly faded to darkness.

'No one is safe...'

It was harsh the way Twilight woke up.

Jolting herself wide awake, forcing herself up from the comfortable bed she rested against, Twilight set free a gasp and began to forcefully push her breathing; panting as if she had just raced Rainbow Dash. Shaking and scared by her sickening nightmare, the stressed alicorn began to recollect the many memories of last night's events, that along with the nightmare she had just escaped from.

Finally, restoring her sight, rubbing her eyes and erasing the sleep, the young alicorn studied the room she was located within, stretching her wings as she took in her surroundings. It didn't take long for her to realise where she was. Secured behind walls coloured white, clean and gracious, she knew she remained in Canterlot's castle, resting in one of the many guest rooms.

Oddly enough, she thought sleeping would be impossible, especially after what she had endured last night.

Bashed with the images of Spike, Twilight wanted nothing more to see him again and her uncomfortable dreams only pushed her to the brink of sadness.

"Spike..." She whispered.

With the fear from her chest departing, her breathing calming, Twilight looked down at the blanket that kept her comfortable and secure, becoming haunted by her nightmare. She wanted to cry, she wanted to relieve all of this pain and let it out with sobbing, but she couldn't. It felt like she ran out of her own tears.

Lost, not knowing how to feel or what emotions to display, the alicorn remained seated in bed as she turned to the window and noticing the bright blue sky with a few clouds interfering. It was satisfying to see the day, it felt so long since she had seen such brightness.

The announcement, The Hunter, the fog, Chrysalis' encounter, the breakout and her own frantic outburst were all playing in her mind, looping and circling. All of this fear took place in one night and Twilight didn't want to know what awaited today, not if it meant more suffering.

Like a wall collapsing, the alicorn's strength finally crumbled, holding her head into her hooves as she sobbed, becoming a victim of fear and anxiety. Every tear that formed dripped from her face, holding herself together as if she was withering away.

Through her muffled sobbing, her painful cries of agony, she murmured, "Spike..."

Afraid, Twilight's mind replayed the events of what occurred last night, those horrible memories refusing to leave her brain. She just wanted to be safe... She wanted everything to go back to normal... She just wanted Spike back.

Within the lustrous castle of Canterlot, the royal palace felt like a new place with the many ponies roaming around. Many guards patrolled the halls, alert and focused. Ponyville's residents would often leave the sacred palace and wander throughout the beautiful and sophisticated city, but needless to say, they were scared, some chose to deny the fear that crawled around, some chose to ignore while others were blinded by it.

With Fright's message putting many creatures in fear, Equestria became a new place.

Once Celestia had risen her sun, erasing the night away and abolishing the terror that tainted it, Canterlot's residents were in an uproar. Crowded with panic flying over them. Distressed mares and frightened stallions all demanded Princess Celestia, Luna and Twilight. It didn't take long for the throne room to become flooded with scared faces, trembling ponies as they demanded to know what happened last night. Ascending from their thrones, Celestia and Luna's conversation had come to an abrupt halt, their focus now on the residents of Canterlot.

Finally, Celestia had been free from The Hunter's curse, her horn clean and clear of any markings.

Panicking, wailing and shouting, the ponies all threw their voices at the two alicorns, wanting to know how Tartarus' prisoners managed to break free from their confinement or what would become of Equestria or if they were truly safe within Canterlot. Standing together, tall and strong, both Celestia and Luna maintained peace and showed nothing but serenity to their subjects. But deep down, their worries and doubts were flowing, however, they were strong to fight them off.

Altogether, the ponies in the throne room clamoured:

"What happened last night?!"

"Are we safe? What happens if the barrier falls?!"

"What if Canterlot ends up like Manehatten?!"

"Where is Princess Twilight?!"

"Who set them free?!"

Stepping forward, Celestia spoke loud and clear, "You all have a right to be afraid." She settled. "Last night the changelings orchestrated a breakout in Tartarus. With cities and kingdoms on high alert, Equestria will be safe. The matter is being dealt with, I assure you, but for now, no pony is to leave Canterlot. Not with the monsters liberated."

"How do you propose to take care of the maniacs who started this?" A voice called out, backed up with many ponies agreeing.

This time, it was Luna's turn to step forth, her voice, much like Celestia's, loud and clear, however, it was filled more with determination, "Queen Chrysalis and the psychotic alchemist: Fright, will be hunted down for their crimes against Equestria, along with those who have assisted them!"

Despite their perseverance, more and more questions arose, which is what Luna and Celestia were expecting. Although they were tired, they continued...

Much like the bedroom Fluttershy was being held in, everything about the room Applejack was staying in was identical. For a while, she had been awake, her eyes refused to stay shut for so long, but to her, the mare felt fully rested. Sitting on the comfortable bed, as soft as a cloud, Applejack released a yawn and produced a stretch, erasing any bit of sleep and tiredness within her.

After the message, last night, the hate for Fright grew stronger, the way he talked about Twilight, demonizing and branding her as a failure to the world.

Right now, the earth pony was a puzzle, not knowing what emotions to piece and display. As she hopped from her bed, her hooves colliding with the clean, mirror-like floor, Applejack felt homesick. Away from home, unknown of what was happening in Ponyville had only put her in a spot of worries, especially with Tartarus' breakout.

Unexpectedly, her ears lifted to the sound of gentle tapping against her door.

"Come in," Applejack granted, reaching and placing her hat over her head.

Allowed entrance, slowly pushing the door open, Rarity ambled in, her horn free from The Hunter's curse; healed and able to use magic once again. But despite this, the unicorn looked unsettled, almost as if she had been crying.

"Hi, Rarity." She said softly, almost sympathetically too. "Are ya alright."

"I'm terribly sorry to bother you, Applejack," Rarity apologised, approaching the cowgirl. "But I was hoping that you've seen Sweetie Belle anywhere."

"Oh, don't worry about that, Rarity." The cowgirl eased. "She's out with her friends. Granny Smith and Big Mac are watchin' over them and they said they'd get them somethin' to eat." While she explained, Applejack unlocked a sigh and frowned a little. "Ah tell you, ah don't think I've seen my family so..."

"Upset?" Rarity added.

"Yeah, they're feelin' empty about leavin' the farm, our home," Applejack explained. "And in all honesty, so do I..."

"I will agree with you, although, it hasn't been that long since we left Ponyville, it just doesn't do me any good knowing that there are filthy brutes rampaging across Equestria, all because some fiend wanted to prove a point." The unicorn broached, turning away from Applejack and looking disgusted.

Quickly dropping her sickened look from out of sight, Rarity continued, "Tell me, Applejack, you said your family was out, so why didn't you go with them?"

Lowering her head a little, the cowgirl looked uncertain, evading her eyes from her friend, resting against the bed and slowly forming her sentence, "Ah guess... Ah just wanted time alone to think about what happened last night."

Noticing the confusion Applejack was showing, Rarity sat next to her.

Taking a deep breath, feeling unsure about her question, the unicorn turned to Applejack and asked, "What did you see?"

Raising a brow, Applejack turned to her and bestowed a muddled look, her voice coated in confusion, "Am sorry?"

Looking down at herself, Rarity could only show sadness, "In the fog... I became something else, something horrid, something disgusting. You were all there, looking at me and casting me out as if I was a foul beast, no better than the ones in Tartarus. It felt so real and so... Distressing." At this point, the unicorn had to stop herself, she was becoming sick of remembering the dreadful hallucinations that plagued her mind.

"Oh, Rarity," Applejack cooed. "It was just an illusion, it wasn't real."

"I know, darling." She replied. "But... No, it was foolish of me to bring it up, I apologise."

"No, you were just tryin' to clear the air." The cowgirl settled, this time it was her to take a deep breath in, diving into the memories of the fear fog, recollecting. "It wasn't pleasant, but ah was bein' chased by Timberwolves, reduced to a filly. Ah couldn't outrun them and then..." Applejack trailed off a little, becoming silent as she turned back to Rarity. "Well, after that... It wasn't pretty. Nothin' about last night was pretty."

"I'm dreadfully sorry you had to endure that, Applejack."

"You have nothin' to apologise for, Rarity. We all took a thrashin', especially Twilight." The earth pony stated.

"The poor darling went through so much last night, I know we were all there, but... This Hunter has such resentment against her, Chrysalis tormented her and Fright infected her with that horrid spell. Twilight's an inspirational friend, why would anyone hurt her like this? Why would anyone hurt us like this?" Rarity wailed.

"Ah don't know, Rarity," Applejack confessed, shaking her head. "Ah just don't know..."

For now, the air around them was still, silence slipping into the room and it was growing uncomfortable, heavy and thick. While Applejack pondered, there was another question burning in Rarity's mind, trembling to speak.

"Do... Do you'll think he'll ever forgive us?"

Applejack heard well of Rarity's question, but the only response she could give was a sigh that filled the room with dejection. Making her way off the bed, the cowgirl didn't know where to begin with that question. It was obvious that she was talking about Spike, but whatever response she tried to create would only tie her tongue.

"After all that's happened to him... Is there a chance that he'll forgive us?" Rarity repeated with a sniffle.

"We all took a part in mistreatin' Spike." The orange mare told. "He has every right to be mad at us, but... But ah have hope that we can make things right with him again. May take a while, but... But right now, ah want to focus on gettin' him back first. Ah want him safe, and you do too, right?"

Almost looking flabbergasted by her question, Rarity triumphed over halting her tears of dismay, "Of course I do, Applejack. This our little Spikey-Wikey we're talking about. He doesn't deserve any of this as much as Twilight. I just... I feel responsible that he's in this position."

Remaining silent, the earth pony could only present a look of perplexity, raising her eyes a little. "Ah think we all do."

"But I'm the one who used him!" She argued, her triumph over ceasing her tears was short-lived, slowly creeping over her eyelids. "I took advantage of his feelings just so I could get free work out of him. At the time, I thought he liked working for me, but... There was so much about him we didn't know."

"Rarity..." Applejack eased, placing a hoof against the unicorn's shoulder. "This is hard on all of us, this whole mess has been nothin' but a maze of trouble. Spike meant a lot to us and am sure that we still mean a lot to him. Which is why we have to find him and get him away from those good-for-nothing bandits."

"We'll find the tough, little guy." She assured her with a matching smile. "And we'll do whatever we can to help him, but right now, we need to focus on the situation here, like helping Fluttershy out this state she's in."

Flicking away the tears that loosened from Rarity's eyes, she replied, "She's still isn't out of it?" She questioned worryingly, bringing a hoof up to her chest.

"Afraid not. Princess Luna's been trying everything to wake her, but nothin's workin'."

"Isn't there anything we can do?"

"Right now, no," Applejack put it wistfully, shaking her head and then with a sigh, continued: "But Rainbow does have an idea on how to wake her, she came up with a plan last night... But you're not gonna like it."

At this point, Rarity leaned back a little, intrigued, but also concerned on what Applejack had to say about Rainbow's idea.

Cautiously, turning her head from left to right, circling around her, Applejack leaned towards Rarity, whispering.

Upon hearing her friend's whisper, the unicorn's eyes widened in disbelief, pulling back, "She wants to what?!" The unicorn blared.

"Sh," Applejack worryingly hushed.

"Don't hush me," Rarity distressed. "What is Rainbow Dash thinking?! That's a terrible idea, not only is it dangerous, but it's..." Struggling to locate her worlds, the unicorn remained bewildered by the information. "It's absurd!"

"Trust me, ah don't like it any more than you. But if Fluttershy remains like this, maybe Rainbow's idea might just be our only hope of waking her up."

"Who else knows of this?" The unicorn calmed her nerves, asking softly of her friend.

"So far, Pinkie and us." She informed.

"And do you think the princesses will approve?"

Applejack lowered her head and mumbled, "Only time will tell."

Like a blanket, wrapping and securing over them, the silence had returned, stretching thinner and thinner over them.

"I still think it's a ridiculous idea, but..." Rarity trembled a little. "But perhaps we should see if there's been a change in Fluttershy's condition first before we make any drastic and valiant trips."

"Yeah," Applejack agreed. "Ah suppose so."

"And before we go." The unicorn interjected. "I just want to say thanks, Applejack."

In response, turning her head to her friend, she lifted a smile, a pleasant and warm one as well.

"And I was thinking." She continued. "When this whole ordeal is finally over and Spike's finally back with us, I was hoping we could take him gem-hunting. All of us, as friends."

"Ah think he'd like that, Rarity," Applejack smiled.

Taking their leave, both ponies left the room, although fear still latched onto them like a parasite, they knew they were safe.

What felt like an eternity, Twilight didn't know how long she had been crying into her hooves, her wings barricading over her, trying to conceal herself away from this new, tormenting world.

In this moment of grieving, a knock on her bedroom door had interfered with her sobbing, wiping away the tears of pain as she turned to the door. Right now, she wanted to be alone, to cry away her worries, but it wasn't long before another knock was heard.

Again, wiping away the tears that refused to halt, Twilight's frail voice crumbled in grief, "Come in." She granted with a sniffle.

Granted access, the door slowly opened without a sound and looking rested and prepared, Shining Armour entered the room, gazing at his sister as she tried to hide her anguish, although, it wasn't accomplished.

"Twily." He spoke.

"Oh, Shining," Twilight spoke, her voice still a mess of unhappiness and heartache. "Sorry... I was just..." Trying to break free from the rubble that was her own sadness, the alicorn couldn't help but dwell in it.

It hurt him to see his sister in such pain. Without a word, Shining Armour showed empathy towards her, painting a face of understanding as he walked towards her bed.

Wrapping a foreleg around her, the unicorn brought the young alicorn close, hugging her closely.

Twilight's stomach began to flutter with peace, just to have someone comfort her. Although it didn't erase the fear, it did ease a little. Enveloped in warmth, secured in a soft world that pushed away the lingering nightmares swarming her mind, calming her nerves.

"It's okay, Twily," Shining Armour cooed. "I'm here... I'm here and we're safe..."

Their embrace broke, Shining Armour tearing away from his sister as he showed a stare of peace, ridding the air of grief as he spoke in a gentle tone, "How are you feeling?" He asked. "Guards reported that they found you unconscious in one of the halls of the castle. Did somepony hurt you?"

Regaining her composure, withdrawing a sharp breath as she wiped away the despair that latched onto her, she spoke, "No, no." She denied. "I guess... I just passed out from exhaustion after hearing..."

Her words faded into silence; trailing off into nothingness as she remembered Fright taunting her, with the whole world hearing well of his words. It was evident that Twilight looked hurt just by remembering last night.

"I heard it too," Shining Armour informed. "The whole of Equestria heard that menace's message. He certainly has a lot of courage to taunt us when he's hiding." Sparing a look of sympathy, the unicorn lightened his voice, throwing away the hate he held for his enemies. "I'm sorry about everything that happened last night, you went through a lot, you and your friends."

"His announcement put a lot of ponies in fear last night," Shining armour informed. "I don't know how he managed to interfere with Princess Luna's communication spell, but there's no doubt the changelings must have had some part in it."

Returning her gaze back to her brother, feeling crowded between anxiety and discomfort, Twilight spoke, layered with concern, "How is everypony?"

"Your friends are alright, Twily." He briefed. "However, I believe Fluttershy remains dormant and well..."

"Did something happen?" Twilight shot a worried expression towards her brother. "Is somepony hurt?"

"No one's injured, Twilight," Shining Armour allayed. "Like I said: Your friends are alright, but Fright's little announcement has caused an uproar in Canterlot. The throne room is crowded and Princess Celestia and Princess Luna are in there dealing with the Canterlot folks, they're being questioned on Canterlot's security and the incident at Tartarus."

"They're scared." The Princess of Friendship concluded.

Although she hesitated, Twilight didn't want to get up, she wished to stay in bed and evade the panic that now filled the land. However, she did not allow cowardice to fill her system. Like a rabbit, she hopped from her bed and landed gracefully on the floor, steadily passing by her brother, turning back.

"I need to go see Fluttershy." She stated. "She needs help..."

Just as she was about to make her way to the exit of the bedroom, her legs became overwhelmed with numbness, as if her bones had turned to jelly. Slightly losing her balance, before Twilight could even stumble, Shining Armour quickly dashed towards her, catching her before she had slipped.

Steadying her balance, Twilight looked up at her brother and responded with a heartful smile, "Thanks." She said, however, even if though her smile was warm, her eyes could show anxiety from a mile.

"Listen, Twily," Shining Armour started, pulling away from his sister as she regained her posture. "You went through a lot last night, your friends included. You can't strain yourself like that, not again."

"I appreciate your concern, Shining." The young alicorn acknowledged. "But there's too much to do at a time like this. Equestria is plagued with monsters, Fluttershy's in some sort of unreachable state and Spike's still with Fright, Chrysalis and that... Hunter! I still need to find him."

"We will find him." The unicorn boldly told. "But right now, like you said: Equestria is plagued with monsters, leaving Canterlot and venturing out into the open isn't an option. Not yet anyway..."

"But..."

"But nothing!" Shining Armour denied. "I want Spike back just as much as you, but I'm not going to lose you in the process."

Intruding their conversation, a gentle knock was heard against the door, lightly tapping for the attention of both Twilight and Shining Armour. With their ears perking up to the sound of the light knocking, the alicorn looked at her brother who refused to argue any further with the idea of leaving Canterlot.

Turning her attention back to the door, Twilight spoke, "Come in." She granted.

A few seconds melted away once the Princess of Friendship allowed access to the room, but slowly and gently, the door pushed opened and there entered Twilight's young assistant: Dinky, who looked rather concerned as her head peered into the room, the rest of her body hiding behind the door.

"H-Hello Twilight," Dinky greeted and then turning to the alicorn's brother. "Hello, Prince Shining."

Her voice sounded frail, not afraid, but cautious.

"Shining Armour is just fine, kiddo." The unicorn returned a gracious smile.

"Oh, hi Dinky," Twilight greeted with a weak smile, anxiety evident in her eyes. "Is everything okay?"

At first hesitant, Dinky chose to enter the room, speaking in a voice that could rival Fluttershy's tone, "Am I interrupting?"

"No." The Princess answered. "Not at all. Are you and your mother alright?"

Dinky painted a smile and relieved a chuckle, answering the princess, "We're fine. The royal palace is so pretty and big. It's just like your castle." She said, her eyes studying the room. "Oh!" She shouted. "I forgot, I made you this."

Quickly turning back to the door and using her magic, she levitated a purple teacup into the room, hovering over her head as she presented another wide smile, "I made you some tea."

"Oh, thank you."

Admiring her young assistant's thoughtfulness, Twilight held the teacup with her magic, levitating towards her and allowing Dinky to rest her magic.

"Easy, Twilight," Shining Armour allayed, worried that her magic had not been rested.

"I'm fine." She assured him.

After a much-needed rest, it would appear Twilight's magic had returned to its natural state. She was in complete control. Gently, the alicorn took a sip of the tea. Luxurious, the taste warmed her mouth as she rested the cup down on a nearby nightstand.

"Dinky, that was lovely," Twilight appreciated. "You know, you didn't have to."

"No, I wanted to," Dinky told. "And I wanted to say he was wrong."

Confused, taken back a bit, Twilight could only answer with a muddled expression, even Shining Armour didn't know who the young unicorn was referring to.

"I'm sorry, who?" Twilight questioned.

"That scary, mean monster who appeared everywhere last night," Dinky informed with a shiver. "He said you couldn't save your friends, but I don't believe that. You evacuated Ponyville and we're safe now, away from the monsters. You saved a lot of ponies last night and I believe you can still save a lot more."

With her worries and anxiety slightly draining, it was nice to hear her assistant's hopeful words. Pushed with assurance, Twilight moved towards the small unicorn and pulled her close.

"Thank you, Dinky. That's very kind of you to say."

"So, does that mean you're going to leave to find Spike?" Dinky questioned, looking up at her princess.

With a warm smile, Twilight arched a brow at her the young unicorn, "Were you eavesdropping?"

"No, I didn't mean to," Dinky broke free from Twilight's embrace as she tried to explain herself. "I was only waiting for you and Prince- I mean, Shining Armour to finish, but- I just wanted to know if you were going to leave Canterlot because I don't want you to get hurt."

"It's okay, Dinky," Twilight comforted. "I'm not going to leave... Not yet anyway, but I am going to find Spike... Maybe not today... Maybe not tomorrow... But I'm going to find him and I won't stop until I do."

"We're going to find him, Twilight," Shining Armour joined in. "And I'm going to make sure that Chrysalis, Fright and this Hunter will pay for what they've done!"

"And I wanna help!" Dinky chimed in. "Is there anything I can help you with today, Twilight?" She smiled brightly, nearly as wide as Pinkie's smile.

"Right now, I think I'll be fine, Dinky..." The alicorn told with a smile. "But why don't you go see Apple Bloom and the rest of your friends, I'm sure you could help them."

"Okay, Twilight!" She happily leapt, leaving the room in delight. "See you soon!"

Upon leaving the room, every bit of composure Twilight was balancing had slowly tipped over, feeling lost in a forest of disorientation and stress.

"Twilight?" Shining Armour spoke.

"I'm fine, Shining," Twilight turned to her brother. "It's just hard to grasp all of this at once. Spike's still missing and this breakout. I can't believe they actually won."

The unicorn brought up. "I won't sugar-coat it, things look rough, but right now we're safe. We'll get through this, together... As friends and as a family."

Twilight turned to her brother and presented a smile, raising herself a little, "Thank you. You know, it's slightly amazing on how Dinky can be so happy in a situation like this."

"It's because she has faith in you, Twily. We all do."

Once again, giving her sister a quick hug and quick to release, "I better get back to my post. Are you sure you're gonna be alright?"

"I'll manage," Twilight told, happiness was very weak in her voice, it sounded beaten by uncertainty. "I'll need to put my attention towards those who are hurt, especially Fluttershy..."

With a single nod, Shining Armour left the room, not before giving her sister another smile that gifted her with the feeling of safety, "See you soon, Twily."

As her brother left the room, Twilight's eyes froze at the door of the bedroom. All she had to do now, was work up the courage and see what fear awaited for the day.

Drained, sulking in confusion and sadness, Rainbow Dash found herself drooping over the edge of Fluttershy's bed. There she rested, looking peaceful, but trapped in her own world.

Reeling, the pegasus' mind became a playground of questions, one sticking out from the crowd. She lost track of time, she didn't know how long she had been frozen like this. Did she even get any sleep?

Slowly, a pink foreleg sailed towards her, perfectly placed on her hoof was a muffin.

Catching onto the delicious scent, Rainbow's eyes budged downwards to see the muffin and her eyes followed the pink foreleg that led directly to Pinkie Pie, greeting her with a friendly smile.

Snapping out of her crowded thoughts, shaking her head a little, Rainbow Dash connected her stare with Pinkie, "Thanks, but no thanks, Pinkie." She denied, turning away from the food that was presented to her.

Pinkie Pie tilted her head a little, pulling back her foreleg and bringing the muffin closer to her. Twitching and picking up the appetizing smell of the snack, she found it irresistible, a little stunned that Rainbow would turn it down.

"But you haven't eaten anything this morning." The pink mare declared. "You sure you don't wanna bite?"

"I'm just not hungry," Rainbow Dash replied blandly.

Letting the scent of the snack get to her, Pinkie Pie ate the muffin without hesitation, not wanting it to go to waste.

Enveloped in her own thoughts, Rainbow Dash finally tore herself away from the edge of the bed and groaned, "I don't get it! Why did she do it?" She asked, turning to Pinkie.

"Do what?"

"Fluttershy." The pegasus told. "Before me, Twilight, Applejack and Princess Celestia entered that fog, you and Rarity said you were gonna stay behind along with Fluttershy. So why did she enter at the last second?"

"I'm sorry, Dashie," Pinkie apologised, looking down at her hooves. "Fluttershy didn't say anything before charging in after you, not a single word."

"It just doesn't seem like her to do something so... I don't know..." Rainbow Dash's wings began to flail, throwing herself up into the air while producing a complicated groan. "Why did she do it?!"

"Do what, might I ask?"

Rainbow Dash, along with Pinkie Pie, turned their attention to the open door, watching both Rarity and Applejack enter.

Pinkie Pie presented a welcoming smile, not too wide and bright, but it was warming to see that even after what she went through last night, the pink mare was still strong to lift a happy expression.

"Hey Rarity, hey Applejack." She greeted. "Rainbow Dash was just wondering why Fluttershy entered the fog... The spooky, terrifying... Fog..." Pinkie Pie finished with a look of disruption, a creeping shiver travelling through her whole body, although, she was quick to shake it off.

Trading looks of confusion, Applejack and Rarity were puzzled by this as well.

Mainly focusing on the unicorn, Rainbow Dash zoomed towards her, "Rarity!" She exclaimed in delight. "You must have noticed something different about Fluttershy before she entered the fog, right?"

"Well, I..." Rarity trembled a little, uncomfortable about how close the pegasus was getting close to her. "She was rather quiet, but that's all I could tell. The poor dear didn't say a word."

With a frustrated growl escaping from Rainbow, she began to buzz back and forth between the unicorn and the pink mare. "Oh, come on you two! There has to have been something she said or... Even did before charging into the fog!"

"Forget it, Rainbow," Applejack interjected. "No pony knows why Fluttershy did what she did, all we can do is find out from her." She said, turning to the unconscious pegasus, wrapped and secured behind her blanket.

"But why?!" Rainbow Dash exclaimed in desperation. "Why did it have to be Fluttershy?!" Swiftly, her voice of desperation transformed into anger. "And who does that freak think he is anyway?! Showing up everywhere, belittling Twilight and scaring the whole of Equestria like that!"

"He certainly is repulsive," Rarity commented, showing disgust just by mentioning the alchemist.

"And mean..." Pinkie Pie wistfully added.

"We can't wait any longer," Rainbow Dash told, finally lowering herself back to the ground, throwing a hoof to the dormant pegasus. "Whatever she's going through, it could be getting worse, and Princess Luna isn't getting anywhere with contacting her subconscious."

"Listen, Rainbow," Rarity came forth. "We're all worried for Fluttershy and we'll do anything to wake her up from this state, but from what Applejack told me, this idea of yours... It's perilous, and what will Twilight and the rest of the princesses think of it?"

"Think of what?"

Snapping their heads to the open door, they watched Twilight enter the room.

Setting free a gasp with widened eyes, hopping into the air the moment the alicorn came into sight, Pinkie Pie launched at her.

Drawing back a little, feeling the force of her friend collide with her, Pinkie Pie wrapped both forelegs around Twilight, embracing her friend closely and tightly, her heart pumping with so much joy to see her.

"I'm so so glad to see you again!" Pinkie Pie chimed, smiling brightly. "Did those meanies hurt you, are you okay?!"

Overwhelmed by Pinkie's strength, but bringing a smile, Twilight managed to force out, "I'm... I'm fine..."

Hearing her friend struggle to speak, the pink pony was quick to back away, blushing a little. "Oops, sorry."

With a short smile still present on the alicorn's face, her focus remained on Pinkie, she too wrapped a foreleg around her, "Thank you, Pinkie... For bringing Fluttershy back here."

"How are ya feelin', sugarcube?" Applejack asked, breaking up the reunion.

Allowing the alicorn some space, Pinkie Pie pulled back, standing next to Applejack.

With a deep breath, the Princess of Friendship looked around the room, her friends all in sight. "I'm fine, but... But I can't deny it. I'm scared... I think we all are."

Her friends didn't argue, not even Rainbow Dash.

"Last night was..." With a sigh interrupting her words, the alicorn gave in, dropping her posture as she lowered herself down a little, anxiety weighing her down. "I don't even want to remember it."

"I don't think any of us want to," Rarity joined, averting her gaze from everypony.

Turning her attention to the dormant pegasus, still trapped in the cold space of sleep, Twilight looked at her friends worryingly, "How has she been?"

"Nothing's changed," Rainbow Dash informed, hopping from the floor and taking flight, hovering with her forelegs crossed. "She's been like this since the fog."

"There hasn't been a change since?" Twilight asked with dread. "You mean, Princess Luna's magic isn't helping?"

Simply, Rainbow Dash held her head, shaking it slowly.

"She's... She's going to wake up, right?" Pinkie Pie questioned. "She has to..."

"There has to be a way." The alicorn turned to her friends. "Whatever the fog's done to her, she needs to snap out of it now and we'll need to do everything we can to help her."

"Actually, Twilight," Rainbow Dash spoke. "I may have an idea."

Upon hearing the pegasus come forward, Rarity and Applejack presented a look of worriment to see how the alicorn would react.

All ears, Twilight spoke, "You do? Okay, Rainbow, let's hear it."

With a deep breath, Rainbow Dash looked directly into the alicorn's eyes, not hesitating for a moment, "We need to go to the Everfree Forest."

"What?!" Twilight gasped, drawing back from the cyan pegasus, shocked at the suggestion. "Rainbow, are you crazy? Why in Equestria would you want to go there at a time like this?!"

"Because we need Zecora." The pegasus told. "She's still there and she could be our only hope to helping Fluttershy."

"What are you talking about? Zecora's with..." At this moment, Twilight's face began to slowly drop, coming to the realisation that they didn't go into the Everfree.

Turning to Pinkie Pie, Rarity and Applejack, she hoped that at least one of them would tell her that they were mistaken and Zecora was away from harm, but they only showed faces of remorse.

"Oh no..." Twilight uttered, looking dreadful. "Did we really leave Zecroa behind?"

"We were in a rush," Applejack joined. "No pony's to blame here."

"She lives in the Everfree Forest!" Rainbow Dash exclaimed. "We were too preoccupied with Ponyville!"

"But what do we do?" Rarity questioned, raising her hoof. "We can't just leave her there, not with Tartarus' beasts wandering Equestria."

"But we can't leave as well," Pinkie Pie rang. "I don't even think I can make those monsters smile."

"Well, we have to do something!" Rainbow Dash told.

"Even if we were to go, I don't think Princess Celestia and Luna allow us, not after the breakout," The white unicorn intruded.

"Well, we need to do something!" The pegasus alerted, throwing her hooves into the air. "For Fluttershy and Zecora."

"No..."

"What?!" Rainbow Dash gasped, turning to Twilight who hung her head down.

"I'm sorry, Rainbow... But no..." She uttered. "We all saw what happened last night, all those... Monsters... No pony is leaving Canterlot. I refuse to let any more ponies suffer."

"But what about Fluttershy and Zecora?" Pinkie Pie asked.

"I... I don't know..." Twilight confessed. "We'll think of something, but right now, I don't want anypony getting hurt. Not again."

"But we don't even know if Ponyville was attacked!" Rainbow Dash argued.

"I just... I just want us to be safe." The alicorn responded, sadness gripping her voice.

"Yeah, well Fluttershy isn't!" The pegasus told.

"That's enough, Rainbow," Applejack joined in, however, her voice failed to reach the cyan pony.

"We went to Tartarus for your brother, we went to the Diamond Dogs' camp for any leads to Spike, so why is this any different?!"

Pinkie Pie and Rarity exchanged worried looks as they began to back away a little, watching as their two friends argued and bickered.

"Because out there is dangerous!" Twilight countered, her voice rising.

"We went to Tartarus, didn't we?" Rainbow stomped.

"That was to prevent a breakout! We can help Fluttershy, there has to be a way without going to the Everfree. Out there is nothing but trouble, especially since the breakout!" The young princess informed. "I'll consult the princesses about Zecora, but there has to be something here within Canterlot to help Fluttershy."

"We need Zecora's potions and medicine, Twilight. If there was anything here, she would have woken up by now."

"Rainbow, after the breakout, anything could be out there," Twilight was beginning to shout, her voice riddled with frustration and anger. "If we want Fluttershy to wake up, she'll need us here, and we still need to find Spike, we're no good to him if we're dead."

"And you weren't good to him alive either!" Rainbow barked, being driven by frustration.

"Rainbow!" Applejack shouted.

Pinkie Pie was horrified at the pegasus while Rarity lifted a hoof over her mouth, shocked to hear such vile words.

Almost as if she had been struck in the heart, shattering into a million, tiny pieces, Twilight's eyes widened at the angered pegasus, slowly stepping back. Evident in her eyes, she was hurt by the statement, slowly tearing up.

Snapping out of her frustration, the anger was quick to fade as there was nothing but remorse filling her eyes. "No, hey, Twilight- I... I didn't mean that... I...," Rainbow began to stutter, completely bewildered that she had said such a disgusting thing towards her friend.

"I tried..." The alicorn responded, fighting back the heartbreak crawling around in her chest. "But you didn't see his face when I confessed his own fears to him, how devastated he looked!" Twilight burst. "I thought he was better off without me after seeing such pain I caused him, but you're right! I was never good... As a friend or a family... And now... He's stuck with a maniac who wants nothing more to make an example out of me because of how much of a scared failure I am!"

Drenched in sadness, Twilight turned to the door and exited, quickly fleeing from Rainbow's sight.

"No, wait!" The cyan pony protested. "I didn't mean-" But before she could say anything, Twilight was long gone.

Turning back to the three ponies that were left in the room, Rarity and Applejack showed nothing but disgust towards the pegasus. On the other hand, Pinkie Pie evaded any look towards Rainbow, staring at the floor as she could only show dismay taking over.

"I didn't mean to say that." She tried to explain, guilt infiltrating her system. "I was just worried about Fluttershy."

"We all are!" Applejack barked. "She's our friend too!" She growled, leaving the room in search of her grieving friend.

"None of us was good to Spike," Rarity commented, following Applejack. "But you had no right to say such a vile thing."

Slowly following, Pinkie Pie ambled just past the drooping pegasus, not looking mad, but sad.

"Pinkie, I really didn't-"

"I'm sorry, Dashie." The pink pony cut off. "But that was really mean. Sometimes, Twilight was better than all of us when it came to Spike..." She dolefully spoke, leaving the room.

As the beautiful bedroom became empty of her friends, Rainbow Dash turned back to the bed as a sigh escaped from her mouth, resting her head on the mattress, silently cursing herself for saying such a thing. The only pony that was left by her side was Fluttershy, who remained trapped in dormancy.

"I'm such an idiot," Rainbow growled to herself.

Chapter 37 - Runaway

With her mind working overtime, the cogs turning with no sign of stopping, Rainbow Dash remained idle, hanging over the bed Fluttershy remained trapped in dormancy. As the Pegasus held herself together, frustrated by the situation she was placed in, she couldn't help but silently curse herself for the way she treated Twilight.

At this point, Rainbow Dash looked tuckered out. The constant worrying over her friends only damaged her mind with fear. Throwing her hooves over her head, she let out a growl in agitation through gritted teeth.

"Why did I say that?!"

She remembered how her friends looked at her, with disgust, shock and heartache. Even she was disappointed in herself.

Turning her attention to Fluttershy, still inactive, something in her mind clicked. She knew it was a bad idea, but she couldn't stand seeing one of her friends linger in possible danger.

"I know what I have to do..." She whispered to herself, erasing all doubt from her face and replacing it with valiance.

Quite some time had passed since Twilight fled from her friends. At this moment, the poor alicorn was stressed, blocked from tranquillity and overrun with anxiety.

Her heart felt compressed, a storm of worriment clouding over the alicorn, lost in a blizzard of anxiety, sinking deeper and deeper into trepidation. Twilight didn't know what to do, she was sad and afraid, depressed that she, along with the whole of Equestria has become tangled in a web of horror and distress. Enveloped in many thoughts, the alicorn couldn't retreat from the frightening ones.

Alone, isolated on a balcony attached to the many spires of the Royal Palace, Twilight looked out to the beautiful, niveous city, secured within a bubble of protection; a magic barrier to keep threats away from this elegant haven. Even when she was inside this magic barrier, why did she still feel so... Threatened.

'You weren't good to him alive either!'

Those words rang through her mind, rattling her ears. Sadly, her heart remained shattered into fragments, no matter how hard she tried, it failed to put itself back together. Devoid of any strength to even show a single emotion, the alicorn continued to look out into Canterlot.

Deep down, she knew Rainbow Dash was worried about Fluttershy, they all were, but she didn't want to lose any more friends. However, there was a lot of things that the pegasus said was right. If they did have some sort of spell or potion in Canterlot that was capable of bringing anypony out of unconsciousness, Fluttershy would be awake by now, and Zecora remained in the Everfree, unaware of Ponyville's evacuation.

She couldn't recall a time where things were this bad. She despised the fact that Chrysalis and Fright succeded with their plan on breaking out Tartarus' prisoners, she cursed herself for not alerting Zecora. Doubt crammed the alicorn, not knowing what to do. She didn't want anyone else to get hurt, to suffer.

Preoccupied with her own thoughts, Twilight became disconnected from the world she was in, she didn't take any notice to Pinkie Pie and Rarity who approached her.

"Darling, are you alright?" Her voice softly called to her.

Lost in a pool of thoughts, Twilight remained silent. This only caused Rarity and Pinkie Pie to exchange looks of concern with one another.

Choosing to accompany her friend, the unicorn stood next to her, looking at the city of Canterlot. It wasn't long before Pinkie Pie repeated Rarity's movement.

"I can't imagine your trepidation, Twilight," Rarity spoke. "But we're all scared."

"You don't have to be alone, you know?" Pinkie Pie joined with a warm smile.

"I am appalled with what Rainbow Dash said, but you know what she said isn't true, right?" The unicorn confessed. "Despite how aggressive she appeared, I think-"

"She was just scared for Fluttershy," Pinkie Pie interjected.

"Fear is getting to everypony, but that still doesn't excuse her for how she spoke to you," Rarity resumed.

"I don't blame her for being scared, angry or sad," Twilight finally spoke. "I know she's worried about Fluttershy, we all are. But I just don't know what to do." She said, sinking deeper into an ocean of disorientation. "I don't want anypony to get hurt, but maybe Rainbow Dash was right. Zecora might just be our only chance of waking up Fluttershy."

As if her words came to a halt, Rarity didn't know how to respond, she remained silent, seeing the stress and anxiety consume the alicorn.

Regaining her voice, Rarity spoke back up, "Well, there has to be something here in Canterlot that will help Fluttershy wake up, there has to be."

With a sigh, Twilight turned herself around, "Yeah... There has to be. I'm going to consult the princesses about Zecora, then we'll put our attention on Fluttershy." She said, shifting past the unicorn.

"Wait, Twilight." The pink pony instructed, raising her hoof to the alicorn.

Turning her head back, staring at her friend with an expression of concern, Twilight obeyed the instruction without a single word. Even Rarity bestowed her eyes on Pinkie.

Placing her hoof back to the ground, her pupils hovered around a bit, evading Twilight's gaze as she tried to locate her words. "I know it's no excuse for the mean things Rainbow Dash said, but you know she didn't mean it, right?"

Lowering her head, Twilight simply nodded, heading back into the castle as she weakly uttered, "I... I just can't talk to her right now." It was true that her feelings remained shattered from what her friend said, but they had long been crumpled and broken since the announcement last night.

They could only watch as the depressed alicorn drag herself through the lustrous halls of the Royal Palace. When the alicorn left their sight, Pinkie Pie was going to follow her, but Rarity raised her hoof over the earth pony's chest, stopping her from pursuing the alicorn.

"I think it'd be best to give her some time alone, Pinkie." She advised.

"But she's been alone throughout most of the day," Pinkie Pie questioned. "I just want to try and cheer her up."

"And there's nothing wrong with that, darling." The unicorn eased. "Your heart is in the right place, but just give her some space at the moment. In the meantime, I believe we should put our focus on Fluttershy."

As Rarity made the suggestion, they both left the balcony to regroup with Applejack.

Wandering through the many halls of the Royal Palace, Applejack, much like Twilight, felt detached from reality as she tried to look for her. She searched and searched, but no sign of her. She had asked many of the ponies, taking residence in the castle, if they had seen Twilight.

Sadly, Applejack had no luck when it came to finding the alicorn, she had no idea just how many ponies there were in the palace. Still wandering through the burnished halls, delicate and heavenly, the cowgirl's ears picked up to the sound of steps, locating the noise as she turned around to see Rarity and Pinkie Pie approach her.

"Hey girls," Applejack greeted. "Did ya find Twilight?" She asked, curiosity sparkling in her emerald eyes as she tilted her head a little.

The two ponies halted herself in front of her, Pinkie Pie replied with a simple nod while Rarity spoke, "We did, but I'm afraid all of this stress and anxiety is getting to her."

"Well, where is she now?"

"She's telling the princesses of Zecora," Pinkie Pie informed. "We thought that she'd need some time alone... Again..." The pink pony looked disheartened with her head lowering a little.

"But is she alright?" Applejack questioned.

"Honestly, Applejack." The unicorn replied. "I don't think I've ever seen her so... So distressed."

"The nerve of Rainbow." The cowgirl growled. "Ah know she's worried and she has every right to be, but there was no reason goin' about and hurtin' her heart like that."

"I'm... I'm sure she didn't mean it," Pinkie Pie comforted.

"I am just as dismayed as you are, Applejack," Rarity commented. "But Pinkie Pie is right, although, it doesn't excuse the awful things Rainbow Dash said, I do believe that frustration got the better of her."

"Well, what do we do now?" Pinkie asked.

"Applejack! Applejack!" Called a familiar and tender voice.

With the three ponies turning their head down the hall, they watched as Applebloom, Sweetie Belle and Scootaloo came running towards them.

"Applebloom, what is it?" The cowgirl confronted her younger sister.

"Sweetie Belle, is everything alright?" Rarity questioned, for a moment, worriment glazing over her eyes.

"Everything's fine, Rarity." The young unicorn told with a smile. "But-"

Just before Sweetie Belle could speak, she was interrupted by Applebloom, hopping into the air as she spoke with concern, "We thought you said no pony was allowed leave Canterlot..."

"What are ya talkin' about?" Applejack probed. "We did say that."

"Then where's Rainbow Dash going?" Scootaloo asked, presenting a perplexed look.

"What do you mean?" Rarity dreaded to ask, leaning back a little. "She should be with Fluttershy."

"Well, we just saw her leave," Sweetie Belle stated.

Altogether, trading looks of bewilderment, the three ponies eyes widened.

"Oh no..."

Confusion and anxiety swirled around the miserable alicorn as she wandered through the lonesome halls of the royal palace. Now and then, some ponies would approach the Princess of Friendship, expecting her for answers on the situation Chrysalis and Fright had caused. In response, Twilight would barely lift her head and no matter how hard she tried, she failed to wear a reassuring smile.

All she could respond with was, "We're doing everything we can." And that was it. It was true, Twilight was trying her best to keep Equestria safe, but looking at all that she had done, from saving Manehatten, trying to prevent the breakout and evacuating Ponyville, it felt like chunks of her was missing.

Happiness, tranquillity, bliss... They were all missing since last night. She was emptied of anything joyous and filled back up with fear, anxiety, paranoia and constant doubts. Where did it all go so wrong, she thought to herself. How far would the changelings along with this sick alchemist go just to get to her?

One by one, a crowd of ponies, nobles and even soldiers left the throne room, stained with dismay and concern, wanting and pleading for their safety from the princesses. After many questions, they were left unsure and scared, despite having their safety guaranteed. But after last night, no one could blame the fear everyone was feeling. Some were mumbling, grunting and bickering while others had gripped a tiny piece of hope

Luckily, they didn't spot Twilight, otherwise, they would have been galloping towards her and bombarding her with the same questions they asked Celestia and Luna.

Struggling, the alicorn didn't feel right. She wasn't comfortable with the fact that Spike still remained with Fright and Chrysalis, that and the breakout of Tartarus' prisoners, but she continued to question her faith and methods as a princess and a friend.

What Rainbow Dash had said really struck her and she knew she feared for the state Fluttershy was in, they all did, but Twilight couldn't find the key to unlock the answers.

Continuing to drag herself down the corridor, Twilight rested against the throne room doors for a moment, desperately regaining her thoughts, picking and twisting them, trying to find a solution to what she could do to help Fluttershy and stop this madness from going any further. It did bring her a sliver of hope and joy knowing that Dinky had complete faith in her and so did her friends... But why didn't she feel the same about herself?

Taking a deep breath, closing her eyes and standing tall, calming her nerves a little, Twilight reopened her eyes and entered the throne room.

Once again, the throne room had returned to normal. The many colourful and stained windows of accomplishments had been restored, no longer did they display the horrific and gruesome face of Fright. However, Twilight remained fearful of them changing, whether it would be another announcement or just more torment towards her and the rest of Equestria.

From afar, Princess Celestia along with Luna watched as Twilight entered the throne room. Departing from their thrones, they chose to approach the young alicorn, meeting up in the centre of the room. It was hard for the royal sisters to say anything, they both traded looks of concern and then back to the young princess.

"I'm sorry for all that has happened," Luna was the first to speak. "I hope you're alright."

"How are you feeling?" Celestia asked, lowering herself down a little towards the young alicorn.

Lacking any emotion, Twilight responded, "Scared..."

"And there's nothing wrong with that," Princess Celestia answered. "I'm sorry for what you and your friends endured last night. It wasn't fair... It wasn't right."

"These vandals have gone too far," Luna stomped her hoof against the floor.

"Luna, please," Celestia cooed, turning back to Twilight. "Equestria has been put on high alert. The Crystal Empire, Baltimare, Los Pegasus... They are all secured. Everypony is safe."

"Not everypony," Twilight stated. "During the evacuation of Ponyville... We left Zecora behind. She lives in the Everfree Forest."

"Oh," Celestia uttered. "Oh no. I'm... I'm sure we can-"

"Twilight!"

Upon hearing the calls of distress, Twilight turned herself around while Celestia and Luna raised their heads to see Applejack, Pinkie Pie and Rarity quickly advancing towards them. Immediately, the look of panic and alarm on their faces put the Princess of Friendship in a deeper pit of anxiety.

When reaching the three alicorns, Rarity let out a nervous giggle and bowed her head to the alicorns, "Many apologies for the intrusion, princesses, but..."

"Rainbow Dash is missing!" Pinkie Pie screamed, flailing her hooves into the air.

"What?!" Twilight cried out, wincing back. "Missing?" She repeated in disbelief. "What do you mean missing?"

"Listen, sugarcube," Applejack approached. "Applebloom and her friends said they saw Rainbow take off."

"Take off?" The alicorn tilted her head. "No... You don't mean..."

"They said they saw her leave the city," Rarity informed, bringing a hoof to her head. "Whatever was she thinking?!"

"She was thinking about Fluttershy..." Twilight whispered. "She's going to the Everfree Forest. She's going back to Ponyville."

"What?" Celestia spoke, almost alarmed. "Alone?"

"The Pegasus may only find trouble," Luna commented. "It is prudent that we change her course of action before she's faced with danger."

"But you're keeping up the bubble!" Pinkie Pie exclaimed. "Canterlot will be completely open to baddies and creeps if you leave!"

"She's right," Rarity agreed. "And I'm certain the rest of Canterlot will disapprove the idea of any of the princesses leaving."

"Let's not forget that this is Rainbow Dash we're talkin' about," Applejack commented. "With those wings of hers, she's probably already in Ponyville by now."

"We'll never reach her in time!" Pinkie Pie cried in distress.

"I'll go."

Everypony in the room whirled their heads to Twilight, receiving a mix response of disapproval and worriment.

"Twilight, you can't be serious," Rarity argued.

"I know you're capable of taking care of yourself, but I don't want you going back out there," Celestia lightly ordered. "Not after what happened last night."

"We can't just leave Rainbow Dash out there. I don't want anypony going out there either, but I don't want anypony getting hurt. Spike's still with that psycho, Discord's been blackmailed and Fluttershy's trapped in some sort of slumber!" Twilight stressed, however, she slowly managed took a deep breath in and let it out. "I don't want anypony else to get hurt. Rainbow said some stupid things, but I don't hate her. She's still my friend and I'm going to help her... Alone."

"But... Why don't you want us to go with you?" Pinkie Pie dolefully asked. "We haven't done anything wrong, have we?"

"What?!" The alicorn exclaimed. "No, far from it, Pinkie. I just don't want anypony to get hurt, there's too much of that going on right now. If we all go, then there's no telling what will happen. I can still catch up to her if I use my wings, hopefully, she hasn't reached Ponyville just yet."

"Twilight," Celestia began, approaching the Princess of Friendship. "It doesn't have to be you, there must be somepony else who will go in your place."

"She's my friend." The alicorn responded. "I'll bring her back."

"Twilight, ah really don't like this," Applejack opposed, coming forth and shifting her hat a little. "Fair enough you may have a chance of findin' her faster with those wings of yours, but what if somethin' happens to you?"

"I'll be fine, Applejack," Twilight responded. "You have my word, I promise you."

"But..." At this point, the cowgirl sighed and admitted that there was no convincing her. "Okay. Just... You and Rainbow get back here safely, you hear?"

With a small smile, Twilight nodded to her three friends, who all responded with a smile of their own, however, it didn't do well hiding the worriment that hid in their eyes.

Turning to the two alicorn sisters, Princess Luna responded with a nod and a look of faith crossing her face, "Be careful, Twilight Sparkle."

"I don't like the thought of you going out there with whatever monsters are roaming, but... Rainbow Dash is your friend. I understand why you must go after her. Please, be careful," Celestia spoke, lowering herself to Twilight a little as her voice softly eased the anxiety a little.

Quick to act, Twilight nodded to the princesses, her friends and reeled herself around, swiftly leaving the throne room. Despite the alicorn's valiance, her three friends all produced a mixed expression of worriment and fear.

"We can't just let her go alone," Rarity spoke.

"Oh, she won't be alone, Rarity," Applejack responded.

As Twilight sped down the elegant and glamorous halls of the royal palace, she was quick to exit the castle, immediately taking flight and leaving Canterlot, in search for her friend.

Chapter 38 - The Everfree Forest

It had been quite a while since Rainbow Dash left Canterlot.

With her wings thrashing, fighting the air as she took flight, the Pegasus was on high alert. Clear and bright, there wasn't a cloud in sight, only a blue sky, endless and beautiful with the warm, golden sun hanging just above her. Now and then, she could spot specks in the distance, flying, interfering with the blue canvas. It was unknown what she thought of them. For all she knew, they could have been pegasi that were lost, changelings out hunting, birds or even monsters that contained the ability to take flight.

Now and then, she would look down and see the pure, natural land. Equestria had not been consumed to a wasteland as she had thought, but that didn't mean monsters weren't roaming and lurking beyond her vision.

It was true that Rainbow did feel fear as she flew to Ponyville, but all that mattered right now was finding Zecora and waking up Fluttershy. She wanted to tell Twilight and her friends that she was leaving in search of Zecora, but she couldn't face them, not after her sudden outburst. Constantly striking herself with insults, she continued to curse herself for being so harsh and insensitive.

With great speed, Rainbow became a blur, travelling beyond the mountains and skewering the heavens. With every single pound in her chest, she could feel it greater than the last thump. At this point, it was drowning out her ears.

Lowering herself to a nearby mountain, the cyan pony felt her hooves collide with the rocky, cold surface as she tucked her wings to her sides. She set free a sigh as she looked around. Oddly enough, after the breakout, Equestria looked quiet, almost as if nothing had changed. From the mountain, Rainbow Dash could only see a few specks flying at a distance, still unknown to what they could be.

Her eyes hovered to the nearby railroad that connected between Canterlot and Ponyville. Her ears slightly twitched as she picked up the sound of water swishing as she descended down the railroad. Continuing down her path, she took notice of the waterfall beside her, gently running under a wooden bridge. She was getting close to Ponyville.

"Alright Dash!" Rainbow said to herself. "You can do this! This is for your friends! I've handled Diamond Dogs, dragons and changelings. I can take care of a few prisoners, nothing can stop this pegasus!" She declared with a confident smile, ready to take on the world.

"Except me."

A surge of alarm and fright rushed through the Pegasus as her eyes widened in distress. Her voice wasn't hard to identify, but she had to see it to believe it. Spinning herself around, she watched the lavender alicorn lower herself to ground as if she was being delivered from the heavens, her wings steadily and slowly cementing to her side.

Rainbow Dash had trouble speaking.

Unravelling her words, finally regaining the ability to speak, the Pegasus was baffled, "Twilight?! What are you doing out here, I-"

"I should be asking you the same thing," Twilight responded with a disapproving glare, not looking pleased in the slightest. "I thought you were crazy when suggesting on going to the Everfree Forest, but this?! This is beyond crazy, Rainbow! After last night, can you not grasp what's out here?!"

"Then why are you out here?" The cyan pony argued.

"To bring you back!" The alicorn told with her glare still intact. "You could have been hurt with what's out here, or worse!"

Hopping into the air, crossing her forelegs and evading her stare away from Twilight, she growled, "Why do you care?"

With her disappointed glare fading, Twilight looked blank for a moment, then stunned, "Are you serious?" She questioned while arching a brow. "You're my friend, of course I care!"

"Wait?!" Rainbow Dash with a puzzled voice, her eyes reconnecting with Twilight. "You don't hate me? But I said-"

Immediately interfering with her friend's sentence, Twilight interjected, "Look, you said some stupid things." This time it was her turn to break the focus she had on Rainbow. "Some stupid, harsh and overwhelming things." She halted for a moment as she turned back to her friend. "I hate the things you said, but I don't hate you. Yes, I may be upset with you and disappointed that you chose to say the things you said and the truth is, I still am, but you're my friend."

Rainbow Dash lowered herself back to the ground, taking in every word.

"We're not fillies, Rainbow, and we can't be acting like this if we want to help Fluttershy, Spike and everypony else affected by this madness. So please, come back," Twilight pleaded, a desperate look crossing over her eyes. "I don't want anypony else hurt."

As she absorbed the alicorn's words, her ears flopped downwards and presented a look of remorse. Gripping her eyes shut and relieving a sigh, she reopened them and stood tall, "I'm sorry, Twilight... But I can't." She confessed.

Before Twilight could get a word out, Rainbow Dash quickly zoomed closer to her friend and halted the princess' voice.

"You're right!" She agreed rather quickly. "Out here is dangerous, especially after Tartarus' breakout. But you're also right about Fluttershy, she does need us, but what good are we if we don't know what to do to help her?" She asked, tilting her head a little. "I have a hunch Zecora will know what to do and for our friend's sake, I'm going to do what I think is right." She declared, putting her hoof down. "I'm sorry, but I'm going to the Everfree Forest, for Fluttershy and Zecora."

Slightly dismayed to hear this, filling up with worriment, Twilight lowered herself down a little and sighed. This lingering anxiety kept tangling her mind, but deep down, she knew Rainbow Dash was right. Picking herself back up, the alicorn ambled past her.

Confused, raising her eyes a little, Rainbow Dash watched as the alicorn walked past her without a word.

"Um, you do realise Canterlot is back the way you came, right?"

"I know," Twilight responded. "I'm coming with you."

"Wait?" Rainbow Dash asked in disbelief. "You are?"

"Yes." The princess simply answered, facing her friend once more. "You're right, Fluttershy and Zecora need us, and you can't go into Everfree Forest alone, and please!" Twilight forced out. "We need to be careful. We're almost at Ponyville and who knows what could be there, so no flying on ahead."

"Well let's get-"

Before she could finish her sentence, the cyan pony's eyes targetted Twilight, already moving on ahead.

Once again, Rainbow Dash looked down to the ground, realisation struck her. She didn't apologise for what she had said which should have been the first thing to come out of her mouth.

Steadily, fighting the air, she began to flail her wings, not flying off, but gently hovering just a few inches off the stone, cold ground, following the railroad and her friend back to Ponyville. An apology was working in her mind.

Canterlot

Once again, revisiting the guest room that contained the senseless Pegasus, tucked away in absolute stillness, Princess Luna had not moved a single inch from the bed's side. Quiet and concentrated, the Princess of the Night's horn was sheathed in a dark blue aurora that flowed and staggered around. For so long, she tried her best to locate Fluttershy's subconscious, trying to reach her and connect her back to reality, but nothing... All she could feel was interference, a barricade that would hinder her progress.

However, despite her troubles, Luna felt this interference before. Despite her silence, she was not the only one in the room. Applejack and Rarity waited patiently with their siblings along with Scootaloo.

Pacing back and forth frantically, her teeth chattering and finally collapsing onto the floor, curling herself up, Pinkie Pie squealed, "I can't take it anymore!" She shivered. "It's been too long! They should have been back by now!"

Comforting the agitated pink mare, placing a hoof on her head and gently petting her, Rarity stated, "Pinkie, darling, it's only been Twenty minutes."

"Twenty minutes too long!"

"Am sure Twilight and Rainbow Dash are alright," Applejack comforted, approaching the curled up mare. "Twilight's smart and Rainbow's fast, they can last out there longer than Timberwolves in the Everfree Forest."

"Of course Rainbow Dash can last out there!" Scootaloo chimed in. "A few prisoners aren't going to stop her!" She told, punching her hooves into the air.

"Uh, Applejack," Applebloom spoke, looking up. "Is Fluttershy gonna be alright?"

Trouble locating the right words, the cowgirl simply smiled at her sister which bought her enough time to form her sentence, "Ah... Yeah. She's gonna be just fine."

"But what's Princess Luna doing?" The orange filly asked, raising a brow.

"She's trying to reach Fluttershy in her dreams," Sweetie Belle answered. "But it looks like she's having some trouble."

The concentration Luna had been growing finally snapped, the aurora that enveloped her horn faded into nothingness as she opened her eyes, turning to the ponies in the room. Struck with disappointment that her progress hindered, the alicorn felt useless when it came to helping Fluttershy.

"Any luck?" Applejack approached the princess, hoping for good news.

With a sigh, Luna turned to the cowgirl and spoke, "Nothing."

"I'm afraid I can't quite grasp this," Rarity said, leaving Pinkie Pie's side and approaching the princess. "What's preventing you from reaching her?"

"Something's latched onto her mind, like a virus and it's acting as a barrier," Luna stated. "There are no doubts, it has something to do with that fog you encountered last night and what's strange is that I've felt this interference before."

"You have?" Pinkie Pie shot herself up from the ground like a flare.

"Wait? When was this?" Applejack asked.

Looking away for a moment, Princess Luna felt a little sick upon realising why this interference was so familiar. She turned back to the ponies in the room and began, "When Spike vanished... Twilight requested that I would find him by contacting him in his dreams. But I could never reach him. I could never find him." The alicorn locked a look empathy towards the dormant Pegasus. "All I was met with was a barrier, the same that's hindering my connection with Fluttershy's dreams."

Luna continued, presenting a look of sympathy towards the three ponies that stood before her, "Fright's vile poison of fear is what's keeping me away from her subconscious and all these months, it was the same thing that kept me from reaching Spike... They were both infected by it."

Applejack, Rarity and Pinkie Pie all looked down, their sadness getting the better of them, same went for the Cutie Mark Crusaders. It was sickening to hear that Fright's fear poison dwelled in Fluttershy and Spike's system. All these months, who knew how much Fright injected that horrid venom into him.

"There has to be somethin' around here to help," Applebloom informed. "There just has to be!"

With a nod, Luna turned towards the exit, "I'm going to try and find one of the doctors, see if there's any potions or some form medicine to help her wake up. I will be back shortly." The alicorn informed, leaving the room.

Turning to her friends, Applejack pushed out a sigh, "Don't worry girls, things are lookin' rough, but Fluttershy's gonna wake up soon. Ah can feel it, she's strong like that."

Despite the many failed attempts of trying to bring their dormant friend back to reality, a glimmer of hope still lingered throughout all of them.

After traversing down the mountain, continuing to follow the railroad back to their home, the silence between Twilight and Rainbow Dash was strong, like a blanket covering the both of them. They were both on alert, looking out for any threats or sign of danger, but even between them... The silence had just grown awkward.

With Twilight's hooves brushing against, the fresh grass and Rainbow Dash continuing to hover just a few inches off the ground, they hadn't made a single stop nor did they say a single word.

At this point, the Pegasus couldn't take it, she had an apology forming in her mind, but she didn't know how to bring up how she acted. Focused and pushing aside her doubts, she finally spoke...

"So I... I said some things back there."

"Not now, Rainbow," Twilight renounced, her voice empty of any emotion.

"No, please," Rainbow Dash hovered and landed in front of her friend. "Let me say this."

"Say what?" The alicorn leaned back a little, presenting a frown.

"Look, I didn't mean any of the things back at Canterlot." She confessed with doleful eyes. "I didn't mean any of it, I was just so... So..." For a moment, the Pegasus hesitated to carry on speaking and she was about to force the rest of her words out, but her eyes snapped wide open as her gaze travelled past her friend.

"You were so...?" Twilight repeated the Pegasus' sentence, hoping she would continue.

Promptly, Rainbow Dash grabbed the alicorn's shoulders and began to shove her, wheeling her away from the railroad and frantically trying to find the nearest thing she could hide behind.

"Rainbow, what are you-?" Before Twilight could get her words out, the Pegasus quickly pushed her behind a boulder

"Hey-!"

"Sh!" Her friend shushed, the look of alarm wiping over her face.

Confused, yet complying to her command, Twilight slowly and carefully lifted herself up from the ground while Rainbow Dash nudged to the side a little, taking refuge behind the boulder. They succeeded in keeping silent, not making a single noise, keeping the silence intact.

Steadily, Twilight, followed by her cyan friend peered past the boulder, looking to the lone railroad. The alicorn was about to question Rainbow Dash, but just in good time, Twilight's mouth sealed shut upon seeing three teenage dragons come into sight, landing near the lonely tracks.

As the three teenage dragons landed, the heads of the two ponies quickly retreated down a little behind the boulder, but their eyes remained glued to the dragons, curious to see them here.

Last to land, in front of his two cohorts, Garble let out a growl, his claws curling into fists as his wings folded to his red, scaly back.

"I hate this place..." He moaned.

"What are we doing here anyway?" One of his dragon companions asked.

"We've got another deal to make with those moronic Diamond Dogs. Apparently, they've set up base in a little place called Ponyville." The red dragon answered with a chuckle. "I tell ya, I knew that little psycho's planned breakout would scare everyone, but I didn't know it would have made one of the princesses flee their home along with the whole village."

The two ponies ears nearly fell off when hearing the Diamond Dogs had taken control over Ponyville, it sent a signal of shock and uneasiness into the stomachs. Fluttering like butterflies, horrible thoughts came crashing into their mind as they fretted on the state of their home, what if it had suffered the same as Manehatten.

Sending each other a disturbed look, Twilight noticed Rainbow Dash's expression fade from worriment to anger. Her pupils began to blaze like fireballs as she slowly began to wander from behind the boulder, she was getting ready to pounce and attack them.

Quick to act, Twilight's horn was enveloped in a blanket of light, stopping the Pegasus in her tracks and bringing her back behind cover while receiving a disapproving glare.

"Then again, a few threats do scare everyone off, I shouldn't be surprised considering what happened in Manehatten," Garble said, brushing his claws against his and admiring how sharp they were. "You know, I'm starting to like this Fright guy."

The two dragons looked at each other with a raised eye, somewhat surprised as they asked, "Really?"

"Of course not!" Garble laughed, presenting his keen teeth. "The guy's a freak! As is that Changeling Queen and everyone else a part of this stupid alliance. Once we've achieved our goal, we're out! I don't want to bother carrying on with this stupid partnership. No more deals with these stupid Diamond Dogs and no more taking orders from that sick psycho!"

"Bet you wouldn't say that to his face." The other dragon laughed.

"What face? It's practically a mess of rags and stitches," Garble howled another laugh, but abruptly stopped himself, raising his claw at this two cohorts and presented a scowl, baring his teeth. "But if you tell him a word of this conversation, I may just have two deal with you two myself, you got that?!"

Nervously, his two dragon friends shook their heads in compliance, intimidated by Garble's sudden change in attitude.

"Good." He withdrew his claws away from his associates and turned himself away. "Now come on, let's get this stupid deal over with. Maybe we can burn down a house when we get there."

Taking off, spreading his wings, Garble along with his partners took off into the air.

As soon as the three dragons were out of sight, Twilight and Rainbow Dash emerged from behind the boulder, disturbed, worried and agitated. Quickly, the cyan pony advanced just in front of her friend to see if they were still in sight, but a blue sky is all that came into her vision.

Feeling a mix of agitation and tense, Twilight managed to push it all under her control. She stepped closer to Rainbow Dash who didn't bother to look at her.

"Were you really going to pick a fight with them?" She spoke gently.

The silence was her only response.

"Rainbow, what did I-?"

"Didn't you hear what they said? The Diamond Dogs have taken our home, those dragons have been causing nothing but trouble for us! They deserve as much pain as possible," Rainbow Dash finally answered. "Those dragons, the Diamond Dogs, the changelings, Fright and Chrysalis, after what they did, they deserve what's coming to them."

"You could have been hurt," Twilight reasoned, advancing closer to the Pegasus.

Once again, Rainbow Dash remained silent.

"Something's up. Even before we entered the fog, you've been different. We all have, but you..." With her ears dropping down, the alicorn had concern glaze over her eyes as she took another step closer. "Could you please look at-"

Twilight brought her mouth to a halt when she heard the sound of sniffling infiltrate her ears. The disappointment she held for her was quick to fade.

"Rainbow..."

Complying to her request, she slowly turned herself around to face the alicorn. With wide eyes, doing her best to repress her tears, Rainbow Dash could only let them slide down her cheeks.

Seeing the layers of bravery and courage peel off, she couldn't fight off the tears that slipped down her face. Sadness and despair began to deteriorate her valiance.

Shaking her head a little, her eyes still aimed towards the princess, letting anguish take hold of her heart, her lips trembled, "I'm sorry..."

Twilight's heart dropped at the sight of Rainbow Dash slowly crumble down.

"I'm sorry." She repeated sorrowly. "I... I didn't mean to say the things I said. I was just scared for Fluttershy... And- and..." She choked a little, gripping her eyes shut, preventing herself from crying any further, but failed as she reopened her watery eyes. "You we- were good to- to... Spike."

For a moment, her wings shielded her face as she wiped her eyes and then retracting them back to her sides, "You were better than me, everypony was better than me when it came to being there for Spike. I had no right to say what I said, so I'm sorry. I'm so, so sorry. I know I crossed the line and I don't expect you to forgive me, but I just want you to know that I'm sorry."

Rainbow didn't give Twilight a chance to speak, she continued, her voice beginning to break as she sniffled, "And if it means anything, not a day goes by without thinking how I could have done better to be by his side. I know I tormented and ridiculed him a lot, but I did care for him! I just wish... I wish he knew that!"

"I'm so, so, so sorry..." She finally lowered her head down, sobbing, letting her tears drop to the grass below her. "I'm sorry for everything! I'm sorry that- that he did this to you! I'm sorry for being so stupid..."

Still, Twilight watched as her friend refused to look at her, heartbroken as the cyan pony remained silent, tears continuing to flow and slide down her face.

Quickly, the alicorn pulled the weeping Pegasus into a hug, trying to lift her sorrows as a surge of empathy took flowed through her, "It's okay... It's okay," Twilight cooed.

"No, it's not," Rainbow Dash blurted. "He... He didn't deserve any of this! I'm sorry for the way I spoke to you."

"It wasn't your fault. You said some things you didn't mean, I've been there before," Twilight comforted in a gentle tone, bringing her friend closer into an embrace of empathy, wrapping her in a blanket of pure serenity.

"You... You have?" Rainbow Dash pulled back a little, sniffling.

With a simple nod, pulling back as well, Twilight averted her eyes in shame, "Why do you think Spike ran away..."

"I really am sorry..." The Pegasus murmured.

"It's okay..." The alicorn soothed. "You were worried about Fluttershy, I understand. I wanted to stop those dragons as well, but remember what happened in the prison? When I tried to confront Fright?"

In response, Rainbow Dash nodded, her crying easing as she dried her eyes with her wings.

"It was a trap, Chrysalis deceived me and because I wasn't thinking clearly, I could have got you, Applejack, Rarity, my brother and Princess Celestia hurt." Twilight placed a hoof on her friend's shoulder. "I came so close to hurting you all just because I lost control of myself. I don't want anypony to get hurt... Zecora needs us... Fluttershy needs us... Spike needs us, and if we're going to save them, then we'll need to help each other. Help me save them... Help me fix this. Will you help me?"

"Yeah... Yeah!" Rainbow Dash shook off her misery and absorbed her courage and valiance back into her heart, immediately, the depression that filled her eyes were extinct and her confidence had been restored. "Of course I will! We're friends... And friends stick out for each other." She smiled.

"Then let's go," Twilight returned a smile back. "We have a friend to save."

"And... Before we go," Rainbow Dash spoke with a nervous tone, chuckling a little and erasing any form of tears around her eyes. "Could we keep this between you and me? I'm not usually the type of pony to get mushy."

Keeping her smile intact, Twilight nodded.

With the rift between them patched, the two of them let go of their troubles against each other. They wanted to win, they wanted to help Fluttershy, to save Spike. In sync, Twilight and Rainbow Dash readied their wings, leaping into the air and hovering a few inches off the ground, away from the boulder they took refuge behind and hurried to Ponyville.

Ponyville

With the day still bright and in such little time, Ponyville was looking quite different. For starters, there wasn't a pony in sight, not a single one, not a Unicorn, Pegasus or Earth Pony. Roaming about, carrying and transferring crates, snooping around and into empty buildings, barren of authority, the Diamond Dogs showed no respect for the property they were destroying and vandalising. The beautiful weather did not mix well with this certain day, maybe it did for the Diamond Dogs, but not for everypony else.

Luckily, no buildings were destroyed or reduced to rubble. However, there were smashed windows and broken doors. The interior of Ponyville's homes was a mess, all due to the Diamond Dogs looking and searching for valuables. Campsites were made and it appeared they were establishing an outpost or ready to take Ponyville for their own.

At the town square of Ponyville, the Diamond Dogs were on patrol and now then, a few creatures slipped into the town, scavenging and intruding around. The guards belonging to the Diamond Dogs were told not to bother with them unless provoked. Laughing maniacally, they were having the time of their lives, stealing and taking other's treasured possessions.

Not what it used to be, the town hall was looking a little rough. For starters, the maroon, double doors were nearly faded of colour and had been scratched all over. Inside, the place was torn and filled with equipment that belonged mine-dwelling dogs. Spears, arrows, crossbows and something new...

Exiting through the broken doors of the town hall, walking smoothly, without a care in the world, Rover stretched each leg with a stride and within his paw, now and then, gently throwing it up into the air was some sort of orb. By his side, snickering and following his leader's movement, Spot was counting the many gems he had in his paws.

Looking around the town square, Rover admired the sight, turning to his companion, "This is it, Spot!" He said with a cackle. "Things are finally looking up for us Diamond Dogs."

"A new home and a new life for us," Spot snickered. "Nothing's gonna stop us now! Gems, diamonds, rubies, it's all ours!"

"You bet it is!" The Diamond Dog leader laughed. "And we're not done yet!"

"What do you mean?" The small Diamond Dog asked with a hint of confusion wiping across his gem-thirsty eyes.

Patting his companion's back, waving his other paw in front of his face, he presented the glamorous, shiny and lustrous tree-like castle. Twilight's home, barren, unsecured, lonely... Rover and Spot licked their lips in desperation upon seeing the shiny crystals blooming from the castle's structure.

"Who knows what treasures that castle holds," Rover drooled. "I've had our guards take hold of the place before any of those..." The vicious dog's eyes narrowed a little in disgust and baring his teeth. "Prisoners... Could go anywhere near it."

"What are we waiting for?!" Spot chimed, jumping up in excitement. "Let's get going!"

Their thoughts of treasure and luxury were shoved away and before they could even move a single step, their path was blocked when three teenage dragons landed directly in front of the two. Garble stood up straight, peering down at the two dogs, his eyes showing discontent.

The dragons' entrance was abrupt and unexpected, it nearly sent the two Diamond Dog's fur flying off in alarm and fright as they halted in their tracks, shocked to the core of their stomach, but that shock was quick to vanish. Together, the two responded to the dragons' entrance with narrowed eyes. Spot crossed his arms in displeasure while Rover sighed and rolled his sharp-like pupils around his green eyes.

"Oh, it's you three." He groaned.

"Yeah, yeah, yeah," Garble responded, flicking his claw at the two. "I want to get this stupid meeting over as much as you, so let's get to it!"

Both Rover and Spot exchanged an unpleasant look of happiness.

Finally, they had arrived. Twilight and Rainbow Dash broke off from the railroad's direction and wandered up a hill, only to gaze at what Ponyville had become. Struck with bewilderment, Twilight winced at the sight of her home, taken by the Diamond Dogs while Rainbow Dash presented a look of agitation, growling at the sight. Needless to say, they were hurt to see their home vandalised, damaged and taken.

"Oh no," Twilight gasped. "What have they done to this place?"

"Those... Those... Those cowards!" Rainbow Dash yelled. "Taking our home without a fight! I'll show them." She growled, ready to charge off into the town, but was held back by Twilight's magic.

"Rainbow, no." She denied. "This isn't easy for me either, I don't think it'll be for anypony, but we're not here to pick a fight. We're here for Zecora."

Looking back to Twilight and then back to Ponyville, she could only hold her head down and sigh as the alicorn's magic faded from her body, free to move again. Turning back to her friend, she spoke, "But we can't let them get away with this."

"They won't," Twilight responded. "But right now, we're here for Zecora and Fluttershy. We'll need to traverse through Ponyville to get to the Everfree Forest."

With a chuckle, the Pegasus presented her wings with a confident smile, "Luckily, we got these!" Just as she was about to take off, she was stopped again, but this time, no magic was needed.

"We can't!" The alicorn told, just in time before her friend took off into the skies.

"And why not?!"

"Well, for starters, if we're spotted, then the dragons can easily take us down." The princess informed. "We can't fly over Ponyville, it's too risky."

"Then what are we going to do? We can't just walk through Ponyville," Rainbow Dash told. "And going around isn't exactly our best option either, there's Diamond Dogs everywhere!"

"I have an idea." The alicorn assured. "But it's a little dangerous..."

"Well, dangerous is my middle name, what have you got?" Rainbow Dash asked, a little anticipated with Twilight's scheme.

Standing back a little, sealing both eyes shut and standing tall, pushing out her chest as she focused on her breathing, Twilight's horn began to lightly glow. Concentrating and letting her mind work, the alicorn let her magic run down a concentrated course.

To Rainbow Dash's astonishment, the lavender pony faded away, disappearing.

"What the?" The cyan pony's head frantically turned left to right, looking around for her missing friend. "Twilight? Twilight?"

"I'm right here." She responded.

Despite hearing her voice, Rainbow Dash failed to locate her friend anywhere.

"Where?" She asked once again.

Finally, like being painted back into reality, Rainbow Dash watched her Twilight approach her, her horn still glowing as she appeared out of nowhere. Once she witnessed her friend

"Woah," Rainbow Dash admired. "How'd you do that?"

"It's an invisibility bubble," Twilight informed, directing her friend to look around them. "Inside this bubble, we're invisible to the world. The Diamond Dogs won't be able to see us, however, the bubble moves along with me so we'll need to stay close with one another. That, and this spell won't last long, I'm estimating we have a good Twenty minutes before the bubble begins to fade."

"Are you sure you don't want to fly over?"

"The invisibility bubble distorts when flying. This may seem dangerous, Rainbow, I know." The alicorn confessed, her eyes trembling a little. "But we can't take the risk, the Diamond Dogs may not possess the ability to take flight, but the dragons do and who knows how many of Tartarus' prisoners have wings. We're so close to reaching Zecora."

"Alright then," Rainbow Dash allayed with a nod. "Lead the way."

"Okay, stay close," Twilight instructed.

With the alicorn moving along and by her side, Rainbow Dash following closely, staying within the area of the bubble, they kept quiet, but their hearts began to beat greatly against their chest. Steady with every movement, lightly placing their hooves on the grass they tread on, they slowly wandered down the hill and into Ponyville, now infested with Diamond Dogs and a few unpleasant creatures.

When entering what was once their hometown, the two ponies that were cloaked in a bubble of transparency couldn't help but feel sick to their stomach, their core rotting as they witnessed the damage these vandals had produced. There were many damaged structures that caught their curious, frightened eyes.

As they travelled through town, it was impossible to ignore the number of creatures roaming and wandering about, showing no respect for the property they were damaging. Guards of the Diamond Dogs patrolled with spears and crossbows, two of them were staggering just in front of Twilight and Rainbow Dash's path, causing the invisible mares to halt in their tracks, holding their breath in fear.

Keeping inside their bubble of safety, deceiving the creatures they passed by, no one seem to have noticed their deception. Keeping calm, carrying on throughout Ponyville, their two ponies couldn't tear their eyes away from every building they came across. It was true the Diamond Dogs took hold of their home, but horrific creatures didn't stop from entering.

What was once the elegant and delicate home of the generous Rarity, it was hard to gaze upon the battered boutique. Run down, windows smashed and the front door clawed at, it was horrible seeing such a pleasant home taken by ruthless creatures. Slithering on the roof, a snake-like creature with was hissing and baring its teeth to any other creatures coming near it.

"Rarity is not going to be happy," Rainbow Dash whispered, sounding repelled by the sight, her ears flopping down and staying close to the alicorn's side.

Dismayed, Twilight couldn't help but feel a wave of pain wash over her, seeing her hometown defaced and wrecked.

"How could I let this happen." She whispered to herself, her voice fading into misery.

"Come on, Twilight, we're almost there," Rainbow Dash inform, continuing to keep her voice low. "We just need to make it through the town square."

...

Evading past the many Diamond Dogs lounging, patrolling and snooping around, they hurried over the bridge and entered the town square, once again, halting in their tracks when coming across the same three teenage dragons they encountered along the railroad, bickering with the two Diamond Dog leaders.

"Those jerks again," Rainbow Dash growled, keeping within the bubble.

Planning to continue their path to the Everfree Forest, Twilight couldn't help but feel compelled to investigate what was in the paw of Rover. Even Rainbow Dash was trying to determine what it was.

"That's it?!" Garble roared. "That stupid, little contraption is what we were brought here for?!" The dragon growled, pointing his keen finger to the mechanical orb being chucked up and down into Rover's paw. "Does it even do anything or do you just want to play fetch?!"

In response to their leader's comment, the two dragons shared a chuckle while Rover and Spot presented a glare of annoyance towards them.

"I was sceptical of this contraption as well, but you'll be surprised at what it can do," Rover laughed. "Allow me to demonstrate."

With ease, Rover turned directly towards Twilight and Rainbow Dash which immediately caused their hearts to drop, thinking that they had been found, but they were in luck. Promptly, Spot along with Garble and his cohorts followed the Diamond Dog's path.

Slowly backing away a little, both ponies kept calm, hoping that they couldn't be seen and as they moved, the invisibility bubble latched onto Twilight's every movement. Luckily, as they moved, their eyes didn't follow. Beyond the two ponies, coming across the bridge and into the town square, they watched as one of the Diamond Dogs' guard was backing up, trying to defend himself from one of the creatures that escaped from Tartarus.

Abhorrent, the creature had no eyes and its mouth couldn't conceal its keen teeth, showing them to the world. Scrawny, slender and sharp, the colour-lacking creature shrieked and growled at the Diamond Dog guard.

Poking his spear at the foul prisoner, he growled too, but it was somewhat inferior to the monster he was facing, "Back! Back you stupid-"

Snatching the spear from the guard's grasp, the wild creature simply snapped it in two, breaking it like a twig and then setting free a disgusting scream causing the guard to flee. Turning his focus to the three dragons and the two Diamond Dog leaders, the foul beast relieved another scream as it got on to all fours, ready to attack.

Before it could move, Rover lobbed the orb at the creature, resulting in the creature becoming enthralled in a puff smoke, followed by crackling. Struggling to move, the creature screeched as its legs and body froze, becoming stone cold.

Twilight and Rainbow Dash's eyes widened in astonishment, watching every second of the creature being materialized into stone. Garble along with his companions stood there, bewildered and then let out a malicious laugh.

"Where did you get that?" Garble asked.

"It's called an obsidian orb," Rover informed. "They happened to show up just when that hunter arrived."

"Look at us!" The dragon laughed. "We've got Equestria in our claws, in a matter of time, there won't be a single pony to defy us!"

"I can't wait to have our own statues of the princesses, or better yet, that whiny, annoying unicorn!" Spot laughed. "Let's see her whine when she's frozen! Heh-heh, right Fido-" Immediately, the small dog's laughter was brought an abrupt halt, forgetting that his other accomplice had been caught. "I miss Fido..." He sighed.

As the teenage dragons along with the Diamond Dogs barked with laughter, concealed within the bubble of invisibility, Twilight and Rainbow Dash traded a look of dread, worriment filling their eyes as they clenched their teeth in fear.

Slowly, not making a sound, the two invisible ponies slipped past the dragons and the remaining Diamond Dogs, carrying on with their mission, continuing throughout the wrecked Ponyville and proceeding closer to the Everfree Forest.

The Everfree Forest

Never before had Ponyville felt so uncomfortable, so different that it was sad. Treading away from the village, on the outskirts, they had finally entered the dark and gloomy Everfree Forest. They were out of sight from the Diamond Dogs, the three teenage dragons and what other monsters lurked in Ponyville. Right now, the Diamond Dogs were seizing control over their home, it was horrible, but better than having it destroyed.

After making their way past Ponyville and into the Everfree Forest, Twilight put a stop to her magic, letting the transparent bubble around her and Rainbow Dash dissolve. Spreading apart from each other, descending a little deeper into the Everfree, they stayed on the path to Zecora's hut.

The twisted, crooked, dark trees sheltered the two ponies from light, calming their nerves, their hearts aching to see their homes ruined.

"You okay?" Twilight asked.

"Huh?" Rainbow Dash snapped out of her thoughts and responded. "Oh! Yeah... It's just... it's a lot to take in."

"I know." The alicorn confessed. "But we'll fix this, together. You, me, Applejack, Pinkie Pie, Rarity and Fluttershy. Once we find Zecora and wake up our friend, I'll alert the princesses about Ponyville. With my magic restored, we'll take it back with the help of the Royal Guard."

Twilight's plan felt good to hear for Rainbow Dash, it pained her to know that Ponyville was in the hands... Well, paws of the Diamond Dogs. Following the clear, but creepy path that dwelled in the dark forest, they finally reached their goal.

Almost lighting up like a firework, Twilight's face brightened with a smile as did Rainbow Dash when their eyes met with Zecora's hut. Still intact, not a single sign of damage crossing their analysis. The alicorn approached the zebra's door and gently knocked while the Pegasus kept a lookout for any threats.

After a few seconds of silence, there was no sign of the door opening.

"Zecora, it's me and Rainbow Dash," Twilight whispered, hoping that she would open the door.

"What if she isn't home?" Rainbow Dash questioned. "For all we know, maybe she made her own way to Canterlot, or what if she got captured?!" Lifting herself off the ground, grabbing her face, the Pegasus' face was hit with dread, her eyes widening like saucers. "She could be anywhere by now, she could even be-!"

With her rambling cut off, the hut's door slowly opened and there stood Zecora, relieving a sigh and presenting a welcoming smile to the two.

"You were saying?" Twilight giggled, causing the cyan pony to scratch the back of her head, her eyes darting away from her friend as she felt abashed.

"Rainbow Dash, Princess Twilight," Zecora greeted. "You two gave me quite a fright."

"There's a lot of that going around." The Pegasus groaned, rolling her eyes.

Twilight stepped forth and spoke softly, "Sorry, Zecora. Can we please come in, it's an emergency."

"Of course." The zebra nodded with a smile and made way for her two guests as they entered. "There is no need to be afraid, I am at your aid."

As the two ponies entered, Zecora closed her door and attended to her guests.

"Zecora, I am so sorry about all of this," Twilight apologised, looking down as guilt ran through her.

"What are you apologising for, Twilight." The zebra softly spoke. "I heard well of this breakout last night."

"Wait, you did?"

"News travels fast," Zecora offered a reassuring smile. "So what brings you here at last?"

Rainbow Dash stepped forth, "We've come to take you to Canterlot. Ponyville was evacuated last night due to Tartarus' breakout and well... Things aren't looking good. The Diamond Dogs have taken Ponyville and Tartarus' prisoners are roaming around Equestria!"

"When Ponyville was evacuated, I didn't think to check the Everfree Forest. I'm sorry I left you behind, Zecora," Twilight dolefully spoke.

"I heard well of Ponyville's alarm, but luckily, I was in no harm. There is no need for apologies, I understand. You found me just as planned. So much to do, I'll come with you two."

"Before we go, there's another thing we have to bring up," Rainbow Dash interjected. "Not long ago, Twilight saved Manehatten and fell into some sort of state, infected by some fear poison. The same thing's happened to Fluttershy, and Princess Luna is trying everything to wake her up, but she said she said her magic's being blocked from reaching her mind like her senses have been weakened or something..."

In response, Zecora could only show confused look.

"Do... Do you have some sort of potion or brew that will wake her up," Twilight asked, brimming with hope.

Much to the dismay of the two ponies, Zecora shook her head, "I'm afraid not. Fluttershy is trapped in her subconscious, I see. This poison of fear restricts her from being free."

"So there's nothing that you can do to wake her up?!" Rainbow Dash questioned, shooting up into the air like a flare, struck with anguish and shock.

"I may not be able to wake her, but there is something else I can help with, but where...?" Zecora turned away and began to look through the many bottles that contained colourful potions.

Waiting patiently, Twilight and Rainbow Dash gazed upon Zecora as she returned, presenting a green bottled potion.

"What is it?" The Pegasus asked.

"This will ease your friend's infection, allowing the Princess of the Night to make a connection."

"You mean this will allow Princess Luna to reach Fluttershy's subconscious?" Twilight asked gleefully.

Zecora lifted a smile and nodded, grabbing and storing the potion in a saddle bag.

Both Twilight and Rainbow Dash turned to each other, smiling greatly, their worries eased. They were getting closer to saving their friend from whatever nightmare she was trapped in.

"Zecora, you have no idea how thankful we are," Twilight stepped forth.

"Thank you," Rainbow Dash appreciated.

"I'm glad to be of assistance," Zecora said. "But the day is nearly fading, perhaps we should trot, onwards to Canterlot."

"Oh," Twilight sighed. "Back through Ponyville..."

Catching on to Twilight's doleful, yet frightened expression, the Pegasus spoke up. "Hey, Zecora. Twi and I had a hard time getting here, do you know another route through the Everfree Forest, Ponyville is swarming with beasts and creeps right now and well... I'm not one to back down from a good fight, but there might be a bit too many of them for us to handle."

"Of course." The zebra confirmed, gathering what she needed, bottles of potions and plants, sliding them into her brown saddle bag. "Follow my lead, my guidance is all you will need."

As Zecora made her way to the door, Rainbow Dash painted a smile, lifting her hoof to Twilight, "Come on, we made progress today. Don't leave me hanging."

A little confused at first, Twilight painted her own smile and complied, "Alright." She lifted her hoof and tapped it against her friend's.

With ease, the two ponies left the hut, staying close to the zebra as she guided them through the Everfree Forest.

Canterlot - Throne Room

"I can't take it anymore!" Pinkie Pie screeched, her hooves dragging and sliding around her face in panic. "What if they don't come back?! What if they're in trouble?! What if-?!"

Gently, Applejack hushed the frantic, pink mare by placing her hoof over her mouth, "Simmer down, Pinkie."

"But- but..." With a sigh, the pink mare deflated to the floor. "They've been gone for so long!"

"I'm sure they're just taking their time, darling," Rarity spoke, followed by a nervous giggle, worriment coating her voice. "Though, it has been longer than expected." Her teeth began to chatter.

Entering the throne room, the Royal Sisters, Princess Celestia and Luna approached the three ponies.

Towards Luna, Rarity spoke up, "How's Fluttershy? Has there been any improvements."

Let down with her progress, Princess Luna slowly shook her head and responded, "Once again, I'm afraid I must disappoint. No progress has been made with the Pegasus whatsoever. I'm sorry."

"This is hard for all of you," Princess Celestia spoke up. "But if it's one thing I know, I'm sure Twilight will find a way. She's resilient and smart like that. I have faith that she'll return with a solution to awaken your friend."

"You bet we have a solution!"

Turning to the open doors of the throne room, out of nowhere, Rainbow Dash hopped into the air and landed rolling into their sight, halting just in front of them as she rose back on her hooves, standing tall with a smile that showed confidence and pure happiness.

Immediately, upon seeing her friends safe and sound, Pinkie Pie relieved a scream of joy and bliss, jumping from the floor and launching herself towards Rainbow Dash, latching onto the Pegasus as she embraced her with a crushing hug, resulting in the cyan pony to almost squeak.

A few seconds melted away and Twilight had entered the throne room, a pleasant smile plastered over her face as she was accompanied with Zecora.

"Twilight, Rainbow Dash, Zecora!" Rarity exclaimed. "Thank goodness you're alright!"

While Pinkie Pie tackled Rainbow Dash, Rarity and Applejack proceeded to Twilight, embracing and comforting her. Pleased, her worries dying down, Celestia broke a smile upon seeing the young princess return as did Luna, her anxiety easing.

"Are you hurt? Is everythin' okay?" Applejack questioned.

"We're fine, Applejack." The alicorn assured. "As you can see, Rainbow Dash and I managed to find Zecora." She presented the zebra standing next to her.

With a sigh, the cowgirl felt her nerves calming but turning back to Rainbow Dash in anger, "What were you thinkin'? Leavin' without sayin' a word. If Applebloom and her friends didn't see you take off, you could have been seriously hurt!"

Departing from Rainbow Dash, Pinkie Pie hopped back to Applejack and Rarity.

"I know, I know," Rainbow Dash responded. "I just... I couldn't face all of you after I lost my cool earlier. I had no right to say what I said back there and well, I was worried for Fluttershy and it was wrong of me to shame Twilight like that." She looked back at the alicorn, who responded with a warm smile.

"All is forgiven, Rainbow." She said.

With a smile of her own, the Pegasus turned to her three friends, "I know what I said was stupid and harsh, but do you think you girls can forgive me?"

"Of course," Pinkie Pie quickly spoke.

Rarity followed after, stepping up, "I suppose it's alright. After all, you were afraid and I don't think anypony can blame you."

"We've all been on edge a little lately," Applejack confessed. "We all understand how ya feel, Fluttershy's our friend too. Ah can forgive you, Rainbow. Just try not to lose your temper again, ya hear?"

"Thank you." The Pegasus smiled. "And thanks to Zecora, she may just have a potion to wake up Fluttershy!" She informed with delight.

Dashing to the zebra, inches away from the face, she squealed, "You do?" At this point, the pink pony was nearly exploding with intense happiness.

"I'm afraid what your friend says isn't necessarily true," Zecora stated. "It may not wake her, but clear the fear from her mind, it will do."

"Clearing the fear," Princess Luna joined. "That should allow me to reach the Pegasus in her dreams."

"That means Princess Luna might just be able to make contact with her," Applejack cheered. "Mighty thanks, Zecora!"

"It was no trouble, dear Applejack. With one sip, Fluttershy's fears will surely break and crack."

"What are we waiting for?" Rainbow Dash asked. "Come on! We've got a friend that needs our help!"

Faster than a bullet, launching herself into the air, she left the throne room with Pinkie Pie gleefully hopping up and down after her. Applejack and Rarity accompanied Zecora, leading her to the room that contained Fluttershy. However, before Twilight could leave, she was quick to confront the princesses.

"Um, Princess Celestia, Princess Luna," Twilight started. "I don't know how to say this, but the Diamond Dogs have taken Ponyville. I'm sure Rainbow Dash will tell the rest of what happened today, but there's quite a number of them."

"I'm sorry to hear this, Twilight," Celestia acknowledged, disheartened by the news. "I am sickened that the Diamond Dogs have taken a hold over your home." Washing away, Celestia's sorrowful tone and saddened look vanished, replaced with determination and valiance. "But know this, in two days, Ponyville will be reclaimed. With the Royal Guard healed, focused and prepared, Luna, will remain here while I assist in taking back your kingdom."

"If I may, sister," Luna spoke. "Why two days?"

"The Royal Guard may be healed, but fear is not so easy to leave from anypony. We both know this. If what Twilight says is true and the Diamond Dogs have a firm hold on Ponyville, then they will certainly keep the town as their own without completely obliterating it."

"But there's something else you need to know!" Twilight interjected, quickly and frantically. "The Diamond Dogs don't just possess crossbows, they have some sort of orb."

"An orb?" Luna raised.

"Rainbow Dash and I witnessed the Diamond Dog leaders use it on a prisoner of Tartarus, he turned into stone."

"What?" Luna winced as Celestia froze for a second.

"They called it an obsidian orb," Twilight informed.

"More trinkets," Luna growled. "No matter! Despite their toys, we can still take back Ponyville."

Celestia approached the Princess of Friendship, "From what you have told me, Twilight, I believe our enemies are growing stronger. We will take Ponyville back, until further notice, you and your friends are to remain in Canterlot. You have done so much for your friends and subjects, I'm proud of you."

Bowing her head, Twilight complied, "I understand, Princess, and thank you."

As the young alicorn rose her head, she made her way to the throne room's exit but turning back to the Royal Sisters as Luna's voice reached her, "I'll be with you and the others shortly, I'll try my magic again to reach Fluttershy."

Twilight smiled and nodded, leaving the alicorns' sight, regrouping with her friends.

Once they were alone, Luna snapped a glare towards Celestia, causing the older alicorn to draw back a little.

"You need to tell her." The Princess of the Night ordered. "Same goes for Shining Armour."

"I'm trying!" Celestia confessed through agitation. "They've been through so much, I just can't... Not yet... They need time to heal."

"They need to know what happened, both of them," Luna lowered her voice, speaking softly to her elder sister. "I am needed for Fluttershy's awakening." She told, making her way to the throne room's doors. "They need to know, dear sister. They need to know what happened and if you can't tell them, then I'll have to."

The moment Luna left, Celestia fell into a hole, filling up with discomfort, sadness and fear. She dropped her posture and fell limp a little, letting her worries sink back into her busy mind. She needed to be the one to confess. She needed to find Shining Armour first.

Author's Note

There's no doubt about it, I am a slow writer and I'm trying my best to get these chapters pumped out, while not rushing them, but trying to work at a faster pace. Don't get me wrong, I'm having a blast writing these chapters and this one felt different because I wanted to lift up the mood a bit, restoring Twilight and Rainbow Dash's friendship, finding Zecora and having them return to Canterlot safely because, well, I've been repetitive with the terror and the sadness and I know that's meant to linger, but it does become somewhat tedious. Fear is sticking onto this story like glue and it probably will for a long time, especially in the upcoming chapters.

Furthermore, I may be breaking the cycle here. I tend to publish chapters at the end/start of a month, but I might try something a little different. Chapter 39 will be published on the 11th of November.

Thanks for reading, I hope you enjoyed. Also, I hope everyone had (or is having) a thrilling Hallowe'en!

Chapter 39 - Phobophobia

Endless, the sky was a canvas of blue and there was still no cloud in sight. Not a single one. When it came to the weather, today had been rather beautiful, it was warm and fresh, Celestia's sun remained delightful and golden to the world, however, with what Equestria was enduring right now, no one could take much notice to the weather. Everyone was still scared and alarmed after Tartarus' breakout. Equestria was on high alert, staying clear from danger, but a lookout for the vandals who caused this.

The ponies of Canterlot had their worries slightly eased when taking into account that they had three princesses with them. With their combined magic, they were sure to keep Canterlot safe, away from harm. For a while, Princess Luna had kept her barrier strong over the city, it looked as if the capital of Equestria was secured within a bubble.

Needless to say, Canterlot's inhabitants were worried, but surprisingly, that didn't stop them from going on about their day. Their faith and hope remained wrapped around the princesses, but some were on edge, fear lingering in their systems. Most fillies and colts were kept uninformed of the breakout, continuing their days with happy faces, not a speck of trepidation on them.

Shining Armour was unaware that her sister had left Canterlot in search of Rainbow Dash and Zecora. Luckily, they returned before he could see her again. Most of the day, he was training the Royal Guard while his second-in-command, Holly kept a lookout. Nothing came into sight, Canterlot was safe, protected and clear.

Through the halls of the Royal Palace, Ponyville's residents were roaming and wandering, some leaving the castle to try and enjoy the day, erasing the many questions they had on what became of their home. Despite all that has happened, smiles couldn't help but break as they remained with their friends, families, their loved ones.

Once again, the guest room that kept the unconscious Pegasus had become occupied with all her friends, anticipating that she would wake up once the potion took effect.

Within her blanket, cocooned in warmth, Fluttershy remained trapped in dormancy, not uttering a single word, showing no sign of wakefulness.

As Princess Luna entered the room, she came into sight of the many ponies that anticipated her awakening. Princess Twilight became still, breathing calmly as she clung onto hope. She didn't look happy or sad but prepared.

Pinkie Pie was bouncing in gleefulness, shaking greatly. She couldn't wait to see her friend awake.

Rainbow Dash was just as happy as the pink mare, her hopes were high, almost reaching the sky. The Pegasus couldn't help but crack a smile.

Applejack and Rarity were content, smiling with ease as were the Cutie Mark Crusaders who were thrilled to hear of Zecora's potion.

By the side of the bed, Zecora readied her potion as Rarity approached her, gripping the bottle with her magic as the zebra lifted the unconscious mare's head up a little. With delicacy and ease, the graceful unicorn opened the bottle and gently tipped it, causing the potion to drip into Fluttershy's mouth.

"Am not one to question your methods, Zecora," Applejack spoke. "But are ya sure this potion will work?"

"A few drops are required," Zecroa replied. "To clear a path for the fears as you desired."

"I'm sure Zecora's concoctions will help dear Fluttershy in every way possible, Applejack" Rarity assured her friend, placing the bottle on a nearby dresser.

"Why isn't she waking up? Why isn't she waking up? Why isn't she waking up?" Pinkie Pie desperately asked.

"Calm down, Pinkie," Rainbow Dash steadied.

"So is this potion meant to wake her up?" Scootaloo asked.

"Not exactly," Applebloom answered. "It's supposed to give Princess Luna a better chance of contactin' Fluttershy."

"Which means Princess Luna should wake her up," Sweetie Belle chimed in.

Zecora turned to the Princess of the Night who stayed on the other side of the room, approaching Fluttershy. Bowing her head, she smiled, "Whenever you are ready, Princess. With the potion in effect, your magic should connect."

"I thank you, Zecora," Princess Luna smiled, readying her magic.

Before the Princess of the Night could perform her spell, Twilight stepped forth, "You can do this, Princess Luna."

Having trouble containing herself, Pinkie Pie began to shake Rainbow Dash, "We're gonna get Fluttershy back! Are you excited! I'm excited!" Her voice rattled with elation, her shaking resulting in the Pegasus to become dizzy. "I can't wait to hear her soft, quiet voice again!"

Besides Fluttershy's bed, Luna became still, closing her eyes as her horn was consumed in a magical blanket of blue. Focused, her mind trying to reach the Pegasus, the alicorn was struggling. Even with Zecora's potion in effect, the Princess of the Night had to admit that nothing changed, she still couldn't locate Fluttershy.

Everyone was convinced that time had stopped, no one spoke a word and Luna didn't make a single move, almost turning into a statue.

Rainbow Dash and Pinkie Pie wanted to feed the Princess of the Night a million questions, but they held back. Although it was hard, they managed to keep their lips sealed.

Twilight, Applejack and Rarity, along with the three fillies, they simply grew wary of the silence.

Only a minute had passed and everyone was waiting for something to happen. Anything. As the silence grew stronger, Rainbow Dash broke it, "Well, have you found her?"

Luna struggled and presented a look of sadness, let down, "Nothing..."

"What?" Pinkie Pie looked heartbroken, her hopes crashing back down to the ground.

"What do you mean? I thought the potion was supposed to help," Scootaloo said.

"Maybe we just need to wait for a minute or so..." Twilight reasoned, but even she felt a little disheartened.

"But what if it doesn't work?" Rainbow Dash asked.

"I'm sure Twilight's right, Rainbow," Rarity joined. "Maybe we just-"

"No, wait!" Luna exclaimed, all eyes on her. "I... I see her. I see her!" Following her words, Luna's eyes snapped open, glowing white as her pupils vanished.

At this point, the shattered hope had been reconstructed. Luna was making progress and this brimmed everyone in the room with relief and glee.

Fluttershy's subconscious

Rippled, distorted and broken, Princess Luna had finally entered Fluttershy's dreams. With her mind infected by the fog's fear, the alicorn needed to find what was plaguing her senses. Steadily, soaring through the air, this dream was a nightmare, obvious to tell by the setting. Focused, Luna scanned her surroundings. There was no land, but broken pieces of familiar places.

Everything was grey, dull and lifeless, floating islands of the Pegasus' memories and previous locations were stationed in the air, almost as if Discord had been the one tampering with her mind, but this was the work of that disgusting and harmful fear poison. One by one, the Princess of the Night continued her flight, searching for Fluttershy.

Now and then, whispers crawled into the alicorn's ears, harsh and ghoulish whispers. They spoke when the wind gently brushed across the alicorn, but Luna showed no bother towards them, it was as if she was used to them.

Princess Luna was feeling disoriented by her surroundings, it was true that some nightmares gave her this feeling, but what perplexed her was that she came across nothing monstrous or horrific. Through the rippled and fractured world, hovering above the broken pieces, she finally came to a sudden stop.

Descending, making contact with the broken island, Luna observed the setting she was dropped into. Still grey and broken, she took notice to the dusty, sand-like ground, barren of any life. Shifting, the walls around her were torn and broken, but they moved, repeating their deconstruction, falling apart and rebuilding itself every few seconds.

"I've experienced nightmares like these before," Luna said to herself. "But why does this feel so different?" She threw the question at herself, desperate to know.

As her own question hovered around in her mind, the alicorn's ears twitched a little, picking up a faint sound of sobbing. With her eyes widening, picking up a sound that wasn't a ghastly whisper, relief sparked within her chest as she walked lightly through the barren, deserted island, paying no attention to the shifting objects that glitched in and out of the Pegasus' mind.

Following the quiet and soft cries, Luna did her best to pinpoint the source. As she endured the funny, twisted, depressing land, she followed the path, vines moving like snakes as they cleared the walkway for the princess.

Odd, Luna showed no reaction to this nightmare's game, she continued to follow the path with ease, "This is no ordinary nightmare. This has something to do with that alchemist's fog."

After turning a corner, passing by the rumbled, broken pieces of a statue, she finally found her. Relieved, struck with happiness, Luna's eyes targetted the weeping pony.

Fluttershy had been found.

Against a rough, dusty and cracked wall, a curled up Fluttershy was seen weeping on the floor. Her cries showed no sign of ceasing, her tears continued to drip down her face and onto the dusty, lifeless ground. She covered half of her face with her long, smooth mane in shame, but also protection, trying to secure her vision away from the nightmare she was placed in.

"Fluttershy?" Luna spoke softly, her voice managing to reach her ears.

Hearing the familiar voice, Fluttershy couldn't help but feel fear. Her heart racing as she looked up at the princess, the Pegasus backed away towards the wall, terrified for her life as she continued to silently cry. She was convinced that this was some sort of trick, another deception played by her fears.

She didn't say a word, she continued to whimper and tremble, quaking in the face of Luna as she retreated to the wall behind her. It was possible for her to fly away, but her wings remained frozen, infected by despair and dread, too scared to move them.

At first, confused, Luna brought herself to a stop, "Fluttershy...?" The alicorn's voice rang with puzzlement.

Clenching her eyes shut, she finally managed to force out her words, still trembling and shaking as she cried, "Please... Just- Just leave me alone..."

"Fluttershy, it's me," Luna reassured, gently and slowly motioning her hoof to the Pegasus which was another to make her flinch.

The princess withdrew her hoof and tried again, speaking softly, "Open your eyes, kind one. Do not be alarmed, I promise you... Whatever deceitful tricks you have encountered, I assure, I am not one of them."

Fluttershy was hesitant, still in the hands of terror, unsure of what to do. It took all of her strength to loosen her eyelids and open them. Her eyes remaining puddles, she looked directly at Princess Luna, waiting for the worse to happen, but nothing happened. Luna remained the same, elegant and graceful, shining through the miserable, unstable world they were in.

Still trembling, backed up against the wall, her breathing began to slow down a little.

"Prin- Princess Luna?" Fluttershy trembled, still unsure of the alicorn.

"Do not fret, I am no monster." She eased. "But a friend."

Still shaking a little, Fluttershy bounced off the wall, like a bullet, dashing towards the Princess of the Night, gripping her, hugging her tightly as she buried her face into the alicorn's shoulder, unleashing a stream of tears, madly crying.

For a moment, startled by her speed, Luna winced a little upon impact, but as she looked down to see the crying mare, frightened and exhausted, the alicorn couldn't help but spare a moment of sympathy towards her. Luna extended her wing around Fluttershy, gently wrapping her in comfort and security.

"I... I want to go home," Fluttershy stammered, her tears cluttering her quiet voice a little. "I want to see my friends again... Please... Just... Just let me leave this place. I'm so... So scared..."

Giving her some space, Luna looked directly into the scared, fragile eyes of the terrified mare, "This is all a nightmare, Fluttershy. None of this is real, it's all orchestrated by that fear-inducing fog you entered."

"The- The fog." She whimpered, cowering behind her mane.

"Your friends and I are trying to release you from this dormant prison, I am here to awaken you," Luna offered a comforting smile. "You have nothing to fear."

Before Fluttershy could shift her emotions, not another word was spoken between the two. However, abruptly, a sinister, cold and lifeless voice burst the silence, coming out of nowhere.

"She has everything to fear..."

Jolting, as if she had been shocked, Fluttershy released a yelp, cowering behind the Princess of the Night, who stood tall and remained valiant, showing no fear towards the demonic voice.

Appearing from the void below, a skeletal, shrivelled hand, stitched and pale, grasped the rotten, brick wall. Coming into sight, Luna and Fluttershy both watched as the colossal hallucination of Fright glare down at them.

Much like his appearance in the real world, the alchemist's eyes were barren, however, they appeared to be glowing black as was his stitched mouth. As his gaze lasted longer on the two, Fright put all of his attention on them, throwing his head closer towards the alicorn and the Pegasus as he presented a wicked grin through the stitches that imprisoned his mouth.

"Especially in this world where I pull the strings."

"Stay behind me," Luna ordered Fluttershy, who remained quaking behind the alicorn.

The blue alicorn stepped forth, her horn shining greatly, "Back away or thou shall be vanquished!"

Despite her warning, the illusion of Fright grew closer.

Luna was ready, with Fluttershy behind her, almost acting as her shield, she bared her teeth and readied her magic, preparing to erase this foul illusion from the Pegasus' mind. However, something halted Luna's magic from initiating. In fact, she couldn't move, her whole body froze as if she had been turned into stone.

"Princess Luna?" Fluttershy whispered behind her mane.

"Wha- What's happening?!" The alicorn stammered. "I can't move!"

Luna struggled, trying to break free when she noticed she was beginning to fade away. Her eyes widening in dismay as she managed to turn back to Fluttershy. The fear-inducing venom in her mind was fighting back, trying to resist Zecora's potion, causing the Princess of the Night's connection with Fluttershy's mind to distort and break.

"Fluttershy!" Luna shouted. "Run! Avoid the fears, I will return to awaken you!"

"But-"

"Run!" The princess commanded, fading away into nothing, leaving her alone with the lingering fears.

"Princess Luna!" Fluttershy cried as the princess vanished from her sight.

Stressed, exhausted and petrified, her pupils were shaking as she looked up from where Princess Luna was standing, her gaze connecting with the demonic colossus of Fright, his fingers tapping against the broken, cracked wall, remaining silent.

Brimming with fear, worriment contaminating her heart, pounding against her chest, Fluttershy began to back away a little, a thousand thoughts rushing into her head as she felt the fingertips of horror brush through her hair.

Snapping out of her trance-like state, her pupils returning to her eyes and the glow fading, Luna was brought back into the guest room, with the eyes of Twilight and everyone else in the room staring at her.

"Did you find her?" Rainbow Dash asked in a frenzy. "Is she waking up? Is she?"

"No, no!" Luna shouted, causing everyone in the room to wince, scaring and alerting them.

"Princess, whatever is the matter?" Rarity spoke, troubled by Luna's outburst.

Snapping her head to Zecora, the blue alicorn uttered, "Your potion is battling with the infection that's plaguing her mind. She's in trouble."

"What?" Everyone gasped.

"We have to do something!" Rainbow Dash exclaimed.

"What can we do?" Applejack questioned.

"Princess Luna," Twilight spoke. "Can't you try and reenter her dream?"

"I can try," Luna responded. "But with that vile poison clouding her mind and fighting back Zecora's potion, it may be difficult. I'll do what I can."

Resting, motionless and completely unaware of the world around her, Fluttershy stayed cocooned in her blanket, secure in the comfortable and spacious bed.

Once again, the Princess of the Night stood tall, her horn glowing brightly as she tried to relocate the Pegasus' subconscious. She detected the fear infesting Fluttershy's mind. Focusing all of her energy on trying to make contact with the Pegasus once more, she gripped her eyes shut.

It didn't take long for Luna's eyes to force wide open, her pupils diminishing as they were consumed in a blanket of light. Slipping past the fears, the blue alicorn reappeared into Fluttershy's mind, but trouble awaited.

Fluttershy's subconscious

Cowering, lowering herself to the floor as she slowly backed herself away from the monster that was haunting her, Fluttershy felt her heart bouncing around in her chest, her legs becoming numb and feeling like jelly, wanting to collapse again. Still hiding behind her long, pink mane, she had trouble comprehending the situation she was in.

Fright's void-like eyes continued to immobilize the Pegasus in fear. Slowly, his hands slithered past the rubble on the fractured island. Shifting, he began to change shape and form, turning into a trail of smoke as he reappeared in front of her, to normal size, ambling down her path, the syringe around his wrist sharpening.

Backing away, Fluttershy managed to force out a whimper, "I'm... I'm not afraid of you..."

Upon saying this, Fluttershy noticed Fright freeze entirely. Almost as if time had completely shattered, the illusion of the deranged alchemist had halted. Whatever she said, it seemed to have prevented him from moving any further.

Gently, rising from the ground, her voice still soft, but growing clear, she tried again, hoping to erase the terrors from her sight, "I'm..." Clearing her throat, she began to build up the courage to put on a brave face and speak a little louder, "I'm not afraid of you."

At this point, she was convinced she was looking at a statue. This illusion of Fright showed no movement, no life. The world around her was quiet as her eyes failed to disconnect from him. With her courage still building up, Fluttershy wanted to just remain where she was, not that she felt safe, but it was better going anywhere near him.

Lightly, lifting her hoof and placing it back down against the coarse ground, rough and irregular, she was planning to run past him as Luna ordered her, but upon motioning her hoof, Fright finally moved.

Nearly jumping out of her skin, her heart pounding like a drum once more, Fluttershy watched as Fright's head jerked, resulting in an unpleasant, disturbing, cracking sound. Unnatural, turning like a cog, the hallucination of the alchemist's head twisted upside down, his size growing taller and the arm that contained his syringe simply fell off, withering away from their sight. For a moment, his right arm gone, another one was being constructed from the contaminated air around them.

Like a web being crafted by a spider, the illusion stored a large, mechanical syringe onto Fright, serving as his new arm. With more noises shattering the Pegasus' ears, more cracks and snaps, Fright's stomach ripped open, revealing a dark, inky abyss with skinny, sooty claws that were shackled and chained, trying to grasp her.

Growing tall, his upside-down face split a grin, but from Fluttershy's perspective, it appeared as a frown.

"Afraid now?"

With her heart nearly dropping to her stomach, sick and scared more than ever, Fluttershy backed away from this demonic hallucination, her eyes glued on the nightmare coming her way. Acting fast, taking in Luna's command, she managed to evade from Fright's path, escaping from his sight.

With her hooves kissing the land below, not wanting to look back, she hurried away from the scene as fast as she could.

Being dropped back into this mess of a world, Princess Luna spread her wings and soared like an eagle, evading and passing by the many broken, deconstructed islands. In search of Fluttershy, she hurried, trying to find the monster that was haunting her and hoping to rid him entirely this time.

Focused, Luna allowed no time to waste, she searched every inch of this demented world run by fear, hoping to clear the trepidation running through the Pegasus' mind. Against the clock, the Princess of the Night traversed the many hovering islands, carefully analysing for signs of Fluttershy.

"I'm coming, Fluttershy." She said to herself, drifting through the void.

Determined, the alicorn continued her search.

Almost out of breath, Fluttershy kept on running through the lifeless, cracked world, too scared to look back, too scared to stop. The path she took was lonely and obscure, not that she could take in the scenery around her, for it was nothing but a bleak, void with fractured islands that contained a segment of her memories such as her home, Canterlot, the doorway to Tartarus.

The pounding noise of her hooves colliding with the filthy ground matched with her beating heart, heat rushing to her head as she felt overwhelmed with sickness, the thought that this monster was following enough to fill her mind with dread. Scared and alone, evading the obstructions and broken rubble in this colourless, desert world, Fluttershy continued her path, left to right she didn't stop. She wasn't sure if he was still following her, but looking back was a risk she didn't want to take.

Tired, worn out and feeling heavy, she could have dropped to the ground like an anvil with all of this nausea contaminating her system. Finally, Fluttershy chose to look back, her head cranking ever so slowly and to her astonishment, nothing was there. No monsters, no demons, no nightmarish creatures chasing her, just the depressing, stone cold void.

For a moment, she felt relieved, regaining her breath. The shy mare sank her head as she tried to collect her thoughts, to strategize a plan to free herself from this fear-infested prison.

"Princess Luna?" She faintly called out, looking around the twisted, floating pieces of the world.

"Anypony?" She called out again, but this time her voice weakened.

Again, the silence was her only response. Cold and dull, she just wanted to dig a hole and bury herself away from this miserable world. Before she could speak another word, her ears shattered to the sound of a screech. The shrilling got closer and closer, but this time, Fluttershy wasn't immobilized.

Leaping away from her spot, the frightened mare frantically observed her surroundings, her head twisting and turning as she tried to locate a place to hide. On this barren, floating island of horror, Fluttershy's eyes only picked up rubble, shrivelled trees, decimated walls and horrific statues of beasts.

As the shrieking continued to get louder by the second, Fluttershy didn't spend another moment thinking. Pouncing over the half-destroyed wall, she crouched and hid behind it, placing her back against the freezing, uneven structure.

An unwelcomed shiver travelled through her spine, sending chills through the whole of her body as the bothersome and chilling screech drew near. With her eyes widened like saucers, her lips trembling as she continued to shiver in fear, Fluttershy remained hidden from Fright's sight. She clung to her breath, trying to keep quiet and it was hard due to the constant trepidation pushing her.

For a moment, forcing herself to look, Fluttershy's head peered over the fractured wall.

Coming into sight, Fright, more deformed and hideous than before, hobbled forward, the many skinny, shrivelled arms that poured from his cracked open chest began to grasp the air with their claws, still shackled into the dark abyss within his heart.

Upon seeing him, the shy mare quickly pulled herself back and concealed herself away from his sight.

The horrible shrieking came from no soul but from the massive, mechanical syringe being dragged along the ground, scratching the floor. As he raised his arm with a limp, his stitched, crafted mask of a face, now upside down, Fright glanced the area around him, accompanied with lurid whispers that mumbled incoherently from the imprisoned arms that hungered for freedom.

"You can't hide from fear..." Fright told, his voice echoing throughout the world, backed up with eerie whispers.

Shaking greatly, trying to maintain her breathing, forcing herself to keep quiet, Fluttershy continued to take refuge behind the deconstructed brick wall. Remaining lowered and cowering as if she tried to bury herself, she wished to sink away from this beast's sight.

With every movement his head made, surveying the area, it resulted in an uncomfortable snapping sound. A short, small, cold laugh escaped his stitched mouth as he began to move, slithering as she raised his hand to the wall the Pegasus cowered behind.

Brick by brick, what was left of the unfinished wall started to float upwards into the air like a flock of birds, leaving the frightened mare startled as her only barricade abandoned her.

"In this world, your broken, scared, little mind, everything is under my control..."

With no structure disrupting their connection, Fluttershy's eyes swelled with paranoia and dismay, backing away while stumbling a little. She couldn't tear herself away from this mess of a creature, trying her best to rise from her crouched position, but failing every time, anxiety was pushing her down. Sinking deeply, her heart was being lowered when the Pegasus noticed him fade in and out of existence, moving closer towards her position.

Placing his syringe into the ground, injecting whatever madness it contained into the earth, shadows emerged from the ground, horribly representing her friends. Devoid of any colour, their faces missing, blank and their voices all sharing a devilish voice, they screamed:

"Coward!"

"Coward!"

"Coward!"

"Coward!"

"Coward!"

"Stop it! Stop it!" Fluttershy screamed, covering her ears as she finally broke free her wings, flying over Fright and taking off.

Raising his hand once more, a wall constructed from bones emerged from the void below, stopping the Pegasus in her tracks. With the situation she was in, Fluttershy continued to fly away, landing to the nearest island she could find.

On her trail, Fright followed with ease.

Left and right, the Pegasus searched for a way out of this disorienting dimension, hoping for a beacon of some sort to guide her away from the monster that haunted her.

On the barren, floating land that was held by chains, Fright carried on with his pursuit, traversing the disorienting world as if he was a ghost.

Fluttershy dared not to look back, she knew she was being followed, she heard the whispers, the strange, ghoulish whispers. With her breathing like thunder to her ears. She kept on running and running, hoping that time would not run out for her, hoping that there was an exit out of this nightmare.

Distressed, the Pegasus finally approached a dead end. Out of nowhere, more walls emerged from the sand, blocking all routes. Afraid, Fluttershy glanced at the walls, she was readying her wings and about to take off into the dusty sky, but stitches quickly formed and blocked her off. Cornered, no options left, she watched as the hideous beast approach her.

"Poor mare..." He taunted, his voice hollow of any emotion. "Paranoid, anxious and cowardly... You can't outrun fear, but it was amusing to see you try..."

The closer he got, the arms that were ripping out of his chest were clawing at the air, ready to unleash their grip on the Pegasus.

Right now, hopeless and scared, Fluttershy was many things. Afraid, powerless and trapped, she sobbed, but something within her snapped. Instead of cowering, she pounced from the wall and stood her ground, still tearing up, but confronting the monster forging his way towards her.

"Spike, Discord, Twilight and the rest of my friends..." Fluttershy said. "They've all been hurt because of you. I won't let you hurt me."

Taking no notice, Fright continued down his path, closing in on her, "Your friends hate you... You're a disappointment to all."

"I won't let you hurt me." She whispered, gripping her eyes shut. "I'm not afraid of you!"

Inches away, Fluttershy winced, expecting the worse to happen. However, nothing came, Fluttershy felt no pain, her worries were high, but nothing made contact with her. The shrivelled claws that tried to lunge free failed to reach her.

Oddly enough, the whispers she heard changed, they growled in what appeared to be frustration. Slowly, she forced her eyes open and placed all of her attention on the monster that cornered her.

The many arms that were lurching from Fright's open chest began to weakly grip his face, looking up as a growl echoed throughout the world. Breaking, cracks began to form all over the fear monster, white rays pouring from within as he slowly began to shatter like glass.

To Fluttershy's surprise, he was beginning to disintegrate.

As he slowly fell apart, piece by piece, he uttered, "Qrfcvgr zl ivpgbel naq nyy gung V nz qbvat, zl terngrfg srne vf oerjvat..."

Fading, Fright vanished from the Pegasus' sight, obliterated and not a trace of him was seen.

Fluttershy didn't know how to feel. Her emotions felt conflicted, she wanted to cry, but in fear or relief, she did not know how to present her tears? The monster that haunted her was gone and as she looked up from where the nightmare was originally standing, a familiar face approached her.

With her horn still glowing, Princess Luna, with ease, made contact with her. She had destroyed the vile monster that stalked her mind, she had saved the Pegasus.

Still unsure of the tricks that lurked within this world of fear, Fluttershy flinched a little upon seeing the Princess of the Night.

"There is no need to fret, Fluttershy," Luna soothe, raising her hoof to allay the Pegasus' doubts. "Are you alright?" She asked.

"I'm... I'm... Please tell me it's over..." The Pegasus shuddered, almost falling to the ground. "Please tell me he's gone."

"You have nothing to fear anymore." The alicorn allayed. "The nightmares are gone. You are safe."

Like a painting being washed away, the world around them vanished. Everything was white, nothing was in sight, just the two ponies that dawdled in a world of blankness.

"This... This was all just a nightmare?"

"Yes and no," Luna answered. "True, what you experienced here was a nightmare, but it was caused by that awful alchemist's fear fog. Last night, your senses were plagued by his corrupt spells which caused you to collapse, your friends have been worried sick about you."

"My friends..." Fluttershy sulked, avoiding her gaze from the Princess. "Where are they?"

"In Canterlot, as are you." She informed. "Your friends have been trying everything in their power to wake you. Forgive me for not erasing the fears sooner."

"Canterlot." The shy pony pondered. "But what about the-" Hit with a wave of memories, recollecting the events, her pupils shrunk as her eyes widened. "The breakout..."

Before Luna could inform her of the sad news, a light shined over the two.

"What's that?" The Pegasus asked.

"Do not be alarmed, you're waking," Luna stated, as she started to fade.

As the glowing light enveloped her body, Fluttershy watched as Luna faded once again, leaving her sight, but it wasn't long before she followed too. Finally, she was waking up, returning to her friends, to the real world.

There was no comfort, no delight, no peace in waking up from her prison of dormancy. For a moment, dwindling in a world based on fear, doubt and terror and then talking to the Princess of the Night, Fluttershy jolted up from her position and breathed sharply, gasping as she felt the clean air enter her body. Despite the bed's warmth, it's cosy mattress and pleasant pillows, there was nothing peaceful about her awakening as she felt uneasy and afraid.

As she awakened from her state, paying no attention to her friends that surrounded her, she looked beyond them as a million thoughts rushed into her head, many thoughts that troubled her. The breakout, the changelings, Discord and Spike, her friends. Twilight and the others immediately caught on to this, but instead of approaching anywhere near her, they let her regain her breath, snapping out of her shocked state as she finally absorbed the room.

All around her, frantically turning her head left to right, not a monster in sight, Fluttershy saw only the faces of her friends. Receiving a mixed reception, some faces showing concern while others showed relief and happiness. She even saw Luna standing by the side of her bed, offering her a gentle smile.

"What..." She stammered. "What happened? Where am I?"

Unexpectedly, Rainbow Dash and Pinkie Pie rushed to the confused mare, hugging her tightly, joy and relief taking hold of them.

"She's awake!" Pinkie Pie shouted in jubilation.

"She's alright! She's alright!" Rainbow Dash joined in with her pink friend.

Overwhelmed with Rainbow Dash and Pinkie Pie's strength, Fluttershy could only feel confused as her questioned were left unanswered. Her eyes darted around the room, still puzzled. She watched as Twilight, Applejack and Rarity approached her, still confused.

"Girls...?" She began, managing to speak through her two friends.

"Oh, Fluttershy," Twilight said, letting her stress depart, feeling free from anxiety's weight and relieved that she had snapped back into reality. "We're so glad you're alright."

Resisting the urge to embrace her friend, Applejack saw how she was huddled by the other two hugging her. "Perhaps it'd be best to give her some space, you two." She said with a chuckle.

Synchronised, Pinkie Pie and Rainbow Dash pulled themselves away upon hearing the cowgirl's voice, their smiles still intact while Fluttershy continued to look around the room.

"Fluttershy," Rarity joined in. "We were so worried."

"We thought you'd never wake up," Applebloom chimed in.

"Wake up?" Fluttershy said, trying to dig through her memories, having trouble recollecting. "What happened?"

"You don't remember?" Applejack questioned.

"It's probably for the best that she doesn't have to remember the awful things that occurred last night," Rarity answered the cowgirl, a shiver going through her just by remembering the events from last night.

"I..."

"You are alright, aren't you?" Rainbow Dash asked with a hint of uncertainty.

"I... I don't know," Fluttershy answered, infected by the same uncertainty that her friend carried. "I kinda have a headache, but..." Suddenly, she was hit with a wave of painful thoughts, colliding with her head as couldn't help but feel disturbed. She was remembering. It was all sinking back in, the fog... The Nightmares... The Fears... The Terror...

Slowly, she cowered a little as everyone in the room saw her shiver.

"Fluttershy?" Twilight spoke.

"The... The fog..." She began to tear up. "I... Everything I saw was so..." Trouble slithered her words as her voice retreated back into her throat, only producing a frail whimper.

"Hey, hey," Applejack approached, stroking her mane in comfort. "It's okay, whatever you saw, it wasn't real."

"They were just illusions," Twilight stated. "Projections based on our worst fears."

"He... He said I was a coward... That I do nothing but hold you all back. That I'm worthless." She sniffled. "He said hurtful things and... Everything was so scary..." She collapsed onto the bed, cowering and covering her head with her hooves.

"Oh, don't cry, Fluttershy," Pinkie Pie cooed.

"You're safe now, darling." The unicorn comforted with a reassuring smile.

"I'm sorry you had to go through that Fluttershy, but Rarity's right, you're safe now," Twilight consoled, sympathy wiping the alicorn's feelings.

Unsure whether to ask, Rainbow Dash turned away from the frightened Pegasus and towards the Princess of the Night, "What did she see?"

"It appeared that Fluttershy's fears projected a far more twisted version of Fright while she was unconscious. I'm afraid that the hallucinations might have planted seeds of doubt and anxiety in her mind," Luna informed.

"She's going to be okay though, right?" Scootaloo asked.

"Those who were attacked in Manehatten's theatre room made a full recovery, physically and mentally," Luna told. "I assure you, Fluttershy may recover just like them, but... Right now, she's going to need some comfort."

"Fluttershy," Rainbow Dash reeled back to her friend. "You should know by now that you're nowhere near worthless. You've done some much for us."

"Rainbow's right," Rarity agreed. "Those illusions you envisioned were just created to scare us, to distort the truth."

"But why did it feel so real," Fluttershy trembled. "Why did it feel like he was right?"

"His spells were created to induce terror and despair," Luna told.

"A lot of scary things happened last night, Flutters," Pinkie Pie said. "But with you being awake... I don't feel so afraid anymore." She squeed, gently hugging her friend again.

While Fluttershy was enthralled in Pinkie's embrace, Rainbow Dash pulled herself back to Twilight and the others, whispering, "After what she's been through, I don't think it's a good idea to tell her about last night."

"Ah agree with Rainbow," Applejack acknowledged with a nod. "Ah know we shouldn't keep somethin' like this from her, but maybe it's best she calms down a little first."

Twilight and Rarity couldn't help but stick to the same page as their two friends as they looked at Fluttershy, still shaking a little, but with the comfort of Pinkie Pie at her side, she couldn't help but break a smile, even after all that she endured. There were still questions burning in the Pegasus' mind, but she feared to ask them. She didn't want to know.

"Yeah, you girls are right," Twilight said. "We will tell her, but not right now."

With the help of Zecora's potions and the magic of Princess Luna, Fluttershy was finally free from her prison of personal fears. She was still scared but being with her friends again, seeing colour and familiar faces, it was enough to ease her heart.

Author's Note

ROT13

Chapter 40 - Revelations

Night approached as the sun began to set and Canterlot remained on high alert for any threats in sight.

It had been an hour since Fluttershy's awakening and she was still feeling scared and on edge. Sadly, she hadn't bothered to move from her bed, she stayed sitting upright, lost in many thoughts. However, Princess Luna did a remarkable job of clearing fear venom that lingered in her mind thanks to Zecora. With the zebra safe, secured in Canterlot, the Cutie-Mark Crusaders offered to assist her in crafting more potions, some that could possibly put up a fight against the fear spells of their enemy.

Fluttershy looked around the room, her eyes wide and infected with disbelief. Twilight was looking disappointed in herself, Rainbow Dash and Applejack could only show looks of sadness and as for Rarity and Pinkie Pie, they averted their gaze from the Pegasus, heartbroken to tell the kind mare of last night's incident.

Her friends had informed her of The Hunter and his resentment against them and how Fright and Queen Chrysalis unleashed the denizens of Tartarus from their cages and how Ponyville how to be evacuated.

"We lost... You mean all those monsters are free and... Oh my... I'm not feeling too good." She quivered, almost losing colour from her face.

"This is a lot to take in, sugarcube, ah know," Applejack cooed. "But all the ponies from Ponyville are safe here, we're safe so there's nothin' to worry about."

"We tried everything, we would have stopped them for sure if that stupid hunter didn't get in the way," Rainbow Dash growled. "For his sake, he better hope he doesn't see us again."

Fluttershy could only hold onto her tail and whimper, frightened by the news.

"If anypony is to blame here, it should be me," Twilight confessed. "Maybe we could have stopped them if I didn't lose my temper at the last second."

"Twilight, you can't be serious," Rarity interjected. "You did everything in your power to stop those maniacs."

"We could never blame you, silly," Pinkie Pie chimed in.

"Thanks, girls, but..." The alicorn sighed. "Just seeing him there, alone and after the announcement, I wanted to make him pay for what he did."

"Fright's still gonna pay for what he's done," Rainbow Dash expressed, shaking her hooves, ready for a fight. "That goes for Chrysalis too!"

"Don't forget about those Diamond Dogs," Applejack added with a snarl. "Just thinkin' about what they're doing to our home is makin' me sick."

"I'm sure those ruffians will get what they deserve," Rarity apprized, turning back to Fluttershy with a comforting stare. "Anyhow, it really is nice to see you awake, darling."

"I'm sorry you had to wake up in the face of bad news." The Princess of Friendship apologised. "But luckily, no pony was hurt."

Trembling, Fluttershy managed to build up her voice, "If... If everypony is here, then... What about the animals? What about Angel? Please tell me they're here, please tell me they're alright."

"That's the thing, Flutters, we don't know," Rainbow Dash answered.

"What... What do you mean?" She asked worryingly.

"We're not gonna jump to conclusions." The cowgirl interjected. "While we were roundin' up everypony, it seemed like all the animals simply vanished."

"Including our pets!" Pinkie Pie fired. "Gummy would never wander off, I'm starting to suspect he was taken."

"And that might be the case, Pinkie," Twilight said, placing her attention on Fluttershy. "When Rainbow Dash searched your cottage, she found a note, but it appears to be..."

"Nonsense!" Rainbow Dash finished.

"Considering the note was left at your door, we were hoping you'd know what to make of it," Rarity assumed.

"I don't know," Fluttershy whispered, hiding behind her mane. "May I see it?"

Hit with realization, Twilight raised her head upwards a little and presented a sheepish smile, "Oh... I must have left it in the airship when we arrived here. I'll be back in a moment, girls."

Passing by her friends, before exiting, Rarity's voice reached her, "I'll come with you, darling. You might need some assistance."

Whirling her head back, Twilight smiled, "Fine by me, Rarity." She approved of the idea as the two of them left the room.

As the two ponies left in search of the cryptic note, Applejack, Fluttershy, Pinkie Pie and Rainbow Dash remained in the room. Not long after their two friends had left Pinkie Pie's eyes detected Fluttershy's anxiety, she could see it in her eyes that she was worried about many things and she had every right to be, but with a small smile forming, the pink pony spoke with delight as she pushed herself closer to the shy mare.

"You know, Fluttershy." She began with a cheery voice. "I'm betting you must be as hungry as a manticore, no! Two manticores with how long you've been without food. Am I right?"

Before she could respond, as if on cue, her stomach growled, grumbling which caused her eyes to shy away from the pink pony.

"I suppose I could have something little to eat." She murmured.

"Oh! Oh!" Pinkie Pie bounced with delight. "I've got just the treat for you, come on, Applejack! I'm going to need your expertise with this particular recipe."

As the pink pony happily hopped her way to the room's exit, Applejack simply smiled and softly acknowledged her friend, "I'll be glad to lend ya some help, Pinkie, but let's not go overboard, am sure Fluttershy only wants somethin' little to eat." She turned to the mare, still uneasy and a little frightened. "Right, sugarcube?"

"Um, yes please," Fluttershy said, her voice remaining frail.

"You coming, Rainbow?" Pinkie Pie asked.

"I'll pass." She said, waving her hoof while forming a small smile.

"Alright then, you two just wait here, food is on the way." The pink pony smiled. "Come on, Applejack!" She screamed with glee, leaving the room with the cowgirl following her, simply producing a light chuckle and shaking her head, closing the door behind her.

Rainbow Dash and Fluttershy both watched as two more of their friends left the room.

Forming a smile, the cyan Pegasus snickered, "Heh, Pinkie Pie never changes, does she?"

Failing to match her friend's humour, Fluttershy simply shook her head and looked down at the bed she was safe on, "Never..."

Leaving the Royal Palace with Rarity by her side, Twilight continued her route to Canterlot's dock. It looked like there was a fire in the sky as the sun began to set, welcoming the night. With no surprise, the day went by fast due to the alicorn waking up late, but a lot was done today. The residents of Ponyville had a place to sleep, Zecora had been rescued and Fluttershy had finally woke up from her trance-like state.

Traversing through the city, there was surprisingly a lot of ponies out and about, some had even tried to halt Twilight, questioning her of the situation that happened last night. The alicorn was quick to answer, doing her best to gift composure to the frightened ponies that asked her about Tartarus and the changelings.

With ease, trotting through the tasteful, luxurious, secure city, Rarity's eyes were fed with beauty, but she didn't allow the sights to hinder her and Twilight's progress. She carefully stuck by her friend. While traversing through the Capital of Equestria, they were nearing their destination.

"I simply don't understand why Canterlot's docks have to be so far from the Royal Palace." She probed, a hint of exhaustion in her voice. "Although, I must admire the bay's structure against the mountain, it does look rather unique." Her eyes glimmered with fascination as she studied the mountain that rested with the city.

"We're almost there, Rarity," Twilight assured. "I sure hope that note's still in the airship. Hopefully, Holly wouldn't have moved it."

"And let's hope dear Fluttershy will know how to decipher its incoherence." The unicorn hoped with a smile, but quickly confusion wiped over her expression. "Rather peculiar that somepony would leave a note just for Fluttershy and not the rest of us, don't you think, Twilight?"

"It is strange." The alicorn agreed with perplexity plastered on her face and rattling her voice. "But what I can't seem to understand is why would somepony leave a note with ramblings on it." She arched a brow while facing the unicorn. "I'm with you on hoping Fluttershy will know what to make of this message and I can only hope that our pets are safe."

"If I may, Twilight." The unicorn continued. "I don't believe I thanked you and Rainbow Dash for helping Fluttershy. If you hadn't ventured to the Everfree Forest to help Zecora then we may have likely been stuck in the same predicament as before."

"Rainbow Dash was right," Twilight said. "Zecora's potions were the only thing that could have helped Fluttershy out of that state. I think we owe our thanks mostly to her."

With a quick look of shame washing over the alicorn, Twilight couldn't help but stammer a little as she spoke, "Hey Rarity. Just so you know, I didn't dismiss Rainbow's plan because I disapproved of the idea of helping Zecora and Fluttershy. I just... I didn't want anypony to get hurt after..."

"You don't have to explain yourself, darling," Rarity settled with a warm smile that put the princess at ease. "I know perfectly well what you meant and I think Applejack and Pinkie Pie understood as well. Even Rainbow, however, her trepidation made it hard for her to understand at first and I can see why. Needless to say, I'm pleased that our friend is safe from whatever nightmare she endured."

"I am too," Twilight happily agreed. "I'm glad we managed to wake her up, I don't want anypony spending another second in that reality ruled by fear. The faster we stop Chrysalis and Fright, the better."

"Agreed."

Finally, they had reached Canterlot's docks, there were quite a few airships stationed, all huge, hefty and armoured, but rather welcoming. As they glanced around the many airships, Rarity was caught off guard as her ears picked up the sound of Twilight lightly giggling to herself.

Trying to block her short laughter, the alicorn gazed upon the airships, feeling waves of memories pour into her mind.

Seeing her friend break out a bit of joy brought a smile to her as she spoke, "What's so amusing?"

"Oh, I'm sorry, Rarity," Twilight faded her laugh. "Just seeing all these airships here made me remember something when I was a filly."

"Oh." The unicorn smiled as she continued to calmly move along with the alicorn. "Care to share your thoughts?"

"You sure you want to listen?" Twilight asked. "I'm not sure you'd find it all that funny."

Rarity waved her hoof, dismissing the alicorn's reasoning, "Please, Twilight, hilarious or not, I'd be delighted to hear your little story."

"Well, alright."

The two did not falter or stop when walking, they continued through the docks as the Princess of Friendship recollected her memories, passing by the few airships stationed aside.

"When I was younger, when I was still in Princess Celestia's School for Gifted Unicorns, I remember Shining Armour used to go crazy over airships, he found them spectacular. I mean, seriously, he'd always dream about joining the Royal Guard, but behind that dream, he always wanted to fly his own ship." The alicorn told with contentment sliding in her voice.

Twilight happily looked at the many flying crafts around her and continued, "I remember our parents got us tickets for a cruise on a zeppelin. His whole face lit up, he was ecstatic. Spike and I were elated, but it couldn't rival my brother's excitement." The alicorn tried her best to maintain her giggles, but they couldn't help but break through her sentences, closing her eyes and she tried to continue. "When the Zeppelin took off, he got airsick. I don't think I've ever seen somepony go from excited to nauseous so quickly like my brother did that day. Spike burst into tears and couldn't stop laughing, he found it hilarious and in the end, even Shining did."

Rarity lifted a hoof to her mouth as she lightly set free a small laugh much like her friend.

When the happy memory came to an end, Twilight's happy expression couldn't keep itself up any longer. With a frown, her whole face dropped upon finishing her story.

"We were all one big happy family and Spike was a part of that," Twilight said dolefully. "I don't know how I managed to let things drift apart between us. We were so close. He was the first friend I made that was technically outside my family, but my friendship with him is what made him a part of my family."

Taking notice of her sudden change in expression, Rarity softly spoke, "And he still is." She added. "There's no denying it, these past few days have been difficult, but we will find him."

"That's what I've been worried about though, Rarity." The alicorn's voice became a whisper. "What if he doesn't want to see me?" She stated, it felt agonizing to hear those words slip from her mouth.

"Whatever do you mean, darling?" Rarity asked, taken back a little by the alicorn's misery. "You're... You're not thinking about giving up, are you?" She dared to ask, looking a little horrified.

Sharing the same look of horror, Twilight winced, "What? Of course not." The alicorn's disturbed look eased a little, returning to normal. "I'm going to do everything in my power to save him from Fright and Chrysalis. With Fluttershy awake and the ponies of Ponyville safe here, we can put our attention to stopping them and rescuing Spike." She declared with valiance, however, it was quick to fade when the realisation struck her. "After that... How will I know if he even wants to come back?" She dropped her head down a little. "I'd do anything to make things right with him again, I'd do everything in my power to be the family he deserves, but look at where he is. I was his guardian, his friend and I want him to come back, but what if he doesn't want to."

With her lip quivering, she raised her head, looking directly at her friend, "What if he hates me?"

For a moment, aghast, Rarity gasped, "Twilight, Spike loves you, with all his heart, he even said you were like a family to him during..." The unicorn cringed a little upon almost bringing up the announcement, quickly halting her words. "Besides all that horror from last night, before we entered that dreaded prison, you said we'd find a way to set things right, to fix this and I believe you can."

Approaching the alicorn, Rarity rested her hoof under the princess' chin, lifting her head a little, "Together, all of us can fix this."

Pushing her frustration to the side, Twilight unlocked a sigh and released the weight of agitation pushing down on her back. Shaking her head, snapping out of her depressed state, the alicorn replied.

"You're right. We can make this right. No more doubts, no more fears. We will find him and we will fix this. Fright and Chrysalis aren't going to stop us any longer, neither is that demonic Hunter! This is for Spike!" She cheered.

"That sounds better and I'd be more than happy to help my little Spikey-Wikey in whatever way I can."

Coming to a halt, the two ponies stopped when they noticed the airship they arrived on right in front of them.

"Well, it appears that we've reached our destination," Rarity stated.

"I hope nopony's taken this note," Twilight said, entering the airship with Rarity following behind.

Vast, delicate and pearly, Applejack and Pinkie Pie trotted through the spacious hallway, taking notice to a few guards marching by, carrying on with their patrol. They even saw a few familiar faces causing the pink pony to cheerfully greet them.

Still moving along, Pinkie Pie bounced down the hallway, keeping up with Applejack. On her back, the cowgirl carefully and with ease, carried a whole pie, balancing it perfectly, showing no difficulty, almost like an acrobat in the circus.

Through the glamorous and charming corridors, the smell of apple pie had touched many of the ponies' noses, fixing up their stomachs with hunger. The scent was fresh, warm, delicious and appetizing.

"Uh, Pinkie," Applejack started. "Ah know ya being thoughtful as always, but am sure Fluttershy said she only wanted somethin' little to eat. This might be too much for her."

Unravelling a chortle from her gleeful smile, Pinkie Pie sang, "You never know, Applejack. I'm sure she can have at least two slices and the rest of our friends are probably hungry too."

In response, Applejack couldn't help but agree, "Yeah, it has been a rather long day."

"One that paid off!" Pinkie Pie cheered. "Oh, I'm just so, so, so glad that Fluttershy finally woke up, we owe a lot to Twilight, Rainbow Dash, Zecora and Princess Luna!"

"We sure do, Pinkie." The cowgirl smiled.

"When this is all over, I think I'll throw the biggest party ever! With all our friends, there will be food, games, smiles, it will rid the fear those meanies have been causing," Pinkie Pie rambled, almost losing herself in a forest of her own thoughts.

She had it pictured in her eyes, painting the scene with all of her friends, every single one and no one would be forgotten. No screams, no frightened faces, just laughs and smiles.

"Wouldn't that be fun, Applejack?" As the pink mare continued her path, she was brought to a sudden stop when she noticed the cowgirl failing to respond to her.

"Applejack?" She called out, confused, noticing that her friend was no longer by her side.

Whirling around, she looked behind her and saw the cowgirl not far behind. For a moment, Pinkie Pie studied her expression, she appeared lost in thought just like she was, but it was as if all of her emotions were missing, she looked baffled with her eyes widened a little and her mouth hung slightly open.

"You okay, Applejack?"

Snapping out of her thoughts, the cowgirl shook her head and carried on with her path towards Pinkie Pie, apologising, "Sorry about that, Pinkie. Just... Ah was just thinkin'..."

"Ooh! About what? Were you envisioning the party like me? Because I'd happily go on with my ideas," She babbled.

"Oh, not that," Applejack answered. "Not that ah don't wanna hear it, ah just want to know... How do ya do it?"

Despite not grasping what her friend meant, Pinkie's smile stayed intact as she responded, "How do I do what?"

"Well, how do you stay so positive?" The cowgirl questioned. "Whenever you're sad, ya shoot back up like a firework. Ya goin' around and spreading cheer at a time like this and it's admirable, ya showin' everypony that they can still be happy like there's nothin' to be afraid of. How do ya do it?"

"Oh..." Finally, Pinkie Pie's smile vanished as she absorbed her friend's words. "Well, really, Applejack, it may look easy, but sometimes it isn't."

"Oh, Pinkie." The cowgirl frowned, disappointed in herself. "Ah didn't mean to sound rude, if ya uncomfortable talkin' about it-"

"No, no," Pinkie Pie eased, lifting her hoof with assurance. "Applejack, it's fine. Last night was one of the worst nights I had to go through, it was horrible and I don't want anypony feeling like that, no pony should have to feel the way we did when we entered the fog and Tartarus. The way Chrysalis tormented Twilight about Spike was just cruel. No pony should have to feel the type of fear Fright's spreading. Being scared can be fun sometimes, but the way he scares people is so... Disgusting. What he did that night, I don't think I've ever been that upset before."

Continuing, Pinkie Pie lifted a smile, "I don't want to appear as ignorant or insensitive to what happened in the past, I just want to try and clear the fear and spread the cheer for a better future."

"And ah think ya doin' a great job, Pinkie," Applejack approved, swinging her foreleg into the air. "Ya very thoughtful."

The thrust of her foreleg caused the pie on her back to wobble, but promptly, she placed her leg back onto the crystal-like floor and held her position, the pie remaining still and secure. Her happy expression transformed into a nervous look when almost dropping the food, but once she had regained her balance, she relieved a sigh in comfort.

"But ya do realise ya can tell me anythin', right?" The cowgirl continued, fixing up her hat. "Ya doin' mighty fine liftin' smiles, but is there anythin' you'd like to talk about?"

Processing, Pinkie Pie pushed her lips out as her eyes hovered up to the ceiling, thinking as she began to hum, sounding like a bee flying by.

"Well, there is something on my mind." She stated while looking back down to Applejack. "Do you think there's an easy way to stop all of this?"

This time, it was Applejack's turn to process her answer, although, the question hit her with uncertainty, to be honest, it was hard to answer.

"Usually, we laugh and have fun, we show that everyone can change, to go from bad to good, all they need is a friend," Pinkie Pie's voice diminished in volume, growing quiet. "We did it with Princess Luna and Discord, even Starlight."

Struck with realisation, knowing where she was going, Applejack looked down and responded, her voice jumbled with gloom and confusion, "Oh, Pinkie... Darlin'..." She looked back, trying to smile, but it came across as unsure, letting the smirk disconnect from her face.

"Ah know what ya mean, really." She assured. "Ah know ya wanna put an end to this whole mess and ah think everypony could agree, but you askin' them to stop won't work, even if you try to befriend them."

"But if it means nopony has to get hurt, then it'd be worth it," Pinkie Pie reasoned.

"Do ya really want to be friends with Fright?" Applejack asked, tilting her head as she wore a wistful expression. "Or Chrysalis? Or the Diamond Dogs?" She quietly questioned. "That Hunter of theirs'?"

Sinking in her words, Pinkie Pie replied, "After the things Fright's done, I don't want to be his friend. Looking at it now, I don't think anypony wants to be his friend and that's his own fault. He's done so many sickening things, things that have made me mad. But if it means nopony has to get hurt..."

"Pinkie," Applejack cut off. "Ya really strong and gracious and ah do believe in redemption, but Fright's went too far and ah don't even think he wants to have friends, he just wants to scare everypony. He won't stop just because you asked him too. He needs to be put behind bars, same goes for Chrysalis."

"I know, I know." The pink pony responded. "I'm just hoping that there's an easy way to make this all better. Nopony needs to get hurt."

"And nopony will." The cowgirl assured, wrapping a foreleg around Pinkie Pie, bringing her close. "Ah understand what ya mean, ah really do. But Fright... We've seen the things he's done and he needs to pay for what he's done."

"I wouldn't want him to get away with all of this, Applejack," Pinkie Pie told as the cowgirl pulled away. "He's hurt Spike, Discord, Fluttershy, Twilight and all of us. I'm just hoping this nightmare ends soon."

"Well, with Fluttershy awake, am startin' to think it might be closer than expected. We'll stop them, everything will go back to the way things were. Back to laughing, cheering, havin' parties and hangin' out with friends."

"You really think it'll end soon?" Pinkie Pie asked. "So we can go back to laughs and cheers?"

"Of course ah do." She smiled. "We've been through worse, remember when Discord turned us into are opposite selves?"

"Ha!" The pink pony burst a giggle. "How could I forget? He turned me grey!"

"We've got through things before and we'll do it again!" Applejack told, a confident smile glowing on her face. "Now come on, let's hope the others are hungry just like Fluttershy." She said, carrying on with their path down the Royal Palace's halls.

No matter how hard she tried, Rainbow Dash would fail in trying to cheer up the shy Pegasus. Although Fluttershy was happy that she was free from the nightmare she was trapped in and she was glad that she was with her friends again, but worriment stuck to her mind. She couldn't shake away the fears, there was too much to worry about, it began to knock her sick a little.

Besides her bed, offering her friend with a warm smile and trying to comfort her, nothing seemed to lift Fluttershy's emotions and she couldn't blame her. She just kept quiet.

"Well..." Rainbow Dash began. "It's nice to see you awake again, I mean, you gave us quite the scare back there." Suddenly, her face brightened as released a giggle. "You're quite good at that, aren't you?" She had hoped that her friend would respond, but again, the silence was her only response. "Remember that Nightmare Night when you managed to scare the manes off us? That was so awesome!" She chuckled.

"Yeah..." Fluttershy finally replied but lacked any joy, failing to reach the same mood as her friend.

"Fright has nothing against you, I don't think he'd even stand a chance. I think you'd be the perfect secret weapon against him."

Rainbow Dash's words of comfort and encouragement only resulted in her friend to retract a little as she whimpered.

"I didn't mean it like that, sorry." She apologised with regret plastered over her face. "I was just kidding, you know? I would never put you up against him or anyone like him."

"It's okay," Fluttershy dolefully assured, failing to connect her gaze with the Pegasus.

"So... Are you okay? Do you need anything?"

"I'm fine, Rainbow." She answered blankly.

Agonizing and slightly growing awkward for her, Rainbow Dash refused to let the silence triumph over her. At first, she was ready to raise a question but quickly pulled back her voice, wondering if it was acceptable to even ask her.

"Hey, Fluttershy." She spoke differently. Rather than trying to put on a cheery voice, she sounded soft and welcoming and this was enough to finally get her to look at her.

With her attention received, she continued, "Why'd you do it?"

Growing anxious, Fluttershy immediately knew what she was talking about. As if her voice grew a mind of its own, it seemed to have left her, leaving the poor Pegasus speechless. Whirling her head away from her friend while she tried to relocate her voice, Rainbow Dash asked her again, but this time, being more specific.

"Why did you enter the fog?" She arched a brow and tilted her head a little.

Needing a moment to regain her composure, Fluttershy searched deep and found her voice with a trembling sigh, returning her gaze to the cyan pony.

"Oh, what does it matter?"

"Fluttershy, please," Rainbow Dash pleaded. "It sucks seeing you like this. I know you're scared, everypony is, but please, talk to me, let me help."

"I..." Chocking a little, she whispered, "I didn't want to disappoint you..."

"Heh, I'm sorry, I didn't quite catch that."

"I didn't want to disappoint you." She flinched a little as she spoke clearly this time, but it was still a frail whisper. "That's why I entered the fog."

Taken back a little, Rainbow Dash could only feel confused and sad by her answer. Before she could even speak, Fluttershy's reticent voice began to crack with sorrow and heartache, gripping her eyes shut and with all her strength, she tried to fight back the tears she was producing.

"That night..." She shook her head in agitation. "That awful, awful night, in the gardens, you said you needed me. I wanted to help you and I thought I could have helped, but I couldn't!" She floated downwards to the mattress. "The fog was right, I'm just a pessimistic mare who fails to defeat her doubts, I just hold you and the rest of our friends back. I'm a coward." She hid her face in shame.

As Fluttershy started to cry, the tears floating down her face, Rainbow Dash could only watch as her heart sank. Whatever she saw in the fog, whatever frightening fears she envisioned hit her hard.

"Hey," Rainbow Dash cooed. "It's okay, you heard what Princess Luna said. What we saw in the fog, it was just like a nightmare. They weren't real, it was all in our heads and besides, would a coward charge into a fear-infested fog to try and help her friends?"

Still crying, with a sniffle, Fluttershy raised her head little, her soft eyes remained as puddles, looking back at her friend.

"Or make a fully grown dragon cry?" Another voice called out.

Sweeping their heads to the voice, the Pegasi located the voice and watched as Pinkie Pie bounced into the room, giddy and beaming. Not far behind, Applejack entered the room, providing a reassuring smile to Fluttershy as the smell of apple pie touched the air, filling the room with warmth and good taste.

As if time was on Rainbow Dash's side, she watched as Twilight and Rarity entered as well, all presenting small smiles that added encouragement. Tucked away, under the alicorn's wing, she could make out the mysterious note.

"Would a coward help try and prevent a breakout?" Applejack questioned.

"Or reform the Lord of Chaos?" Rarity brought up.

"Would a coward stand by her friends countless times to save Equestria?" Twilight joined.

Although she remained silent, Fluttershy's expression was hard to read, it had shifted away from sadness, but it wasn't quite near elation either.

"Who did all those things Fluttershy?" Rainbow Dash questioned, trying to inspire her friend.

For some reason, she just wanted to keep quiet, to keep her mouth sealed and let her words die. Talking felt painful, but the smile her friends offered were welcoming and warm, it invited her to speak and so she did.

"I did." She answered, raising her head. Her voice was kept at the same volume as she pushed aside her mane, allowing both eyes to target the cyan pony.

"Of course you did! And do you know why?" Rainbow Dash asked.

"Because I was scared..." Fluttershy answered with uncertainty.

"Because you were brave!" Rarity corrected.

"Maybe you were scared, but you chose to venture through that fear to fight for what was right," Applejack commented.

"Also, we made you some pie!" The pink pony added.

Simply, the cowgirl rolled her eyes but kept a smile, placing the baked pie onto a nearby dresser.

"We can't let these illusions talk down to us, they're not even real!" The cyan pony exclaimed while her face wiped with perplexity.

"You didn't give up when showing the good Discord was capable of, even when he joined Tirek, you still didn't give up on him," Rarity happily commented.

"But the fog..." Before the shy mare could get her words out, Rainbow Dash quickly fired back, but her voice remained smooth.

"We all saw our greatest fears in that fog, Fluttershy," Twilight explained. "But they weren't real. Whatever you saw, whatever monsters put these doubts in your head, it's not true."

Fluttershy looked around the room, supporting smiles comforting her.

"We would never abandon you, sugarcube," Applejack assured.

"And after all that's happened, I don't think being a coward is possible for you," Pinkie Pie said. "Not after all you've done."

"You don't have to smile or laugh, darling," Rarity spoke.

"You don't have to pretend to feel better either, but we're here for you," Twilight comforted.

"Because that's what friends do for each other," Rainbow Dash put it with a short laugh.

"It's what we'll continue to do," Twilight announced. "We're all here, we're safe. The Royal Guard will take Ponyville back and from here, we'll find Spike and stop Chrysalis and Fright from causing any more havoc. We can fix this!" The alicorn stated, turning back to Rarity as they connected their smiles of determination. "Together."

She felt safe, Fluttershy felt safe when looking at her friends. All around her, kindness and comfort was in the air, no ghastly whispers shaming her or branding her as a coward nor a failure. Almost as if she was infected by the amenity here friends provided, the shy mare lifted a smile of her own and responded.

"There's a smile!" Pinkie Pie sang.

Overwhelmed with the support she had received, Fluttershy looked at her friends and her smile didn't falter nor did it fade. True, she was still scared, but her fears had been eased, it felt like she had stepped outside and let the sun look down upon her, bathing in warmth and light.

"Th- thank you, girls." She cooed, turning her head to each friend. "I... I really am lucky to have you all as friends. It was so easy to believe what I saw in the fog, it was like I was being read like a book."

"From what Princess Luna told us, Fright's fear spells send false information to the brain, projecting illusions based on our worst fears to induce despair and terror," Twilight informed. "Magic like that shouldn't exist."

"When I heard his voice, when I saw the world around me, it was easy to lose myself in that awful place. I'm sorry I let my fears get the better of me," Fluttershy apologised.

"There's no need for apologies, darling," Rarity interjected, dismissing the pegasus' apology by waving her hoof. "When we endured through that vile mist, we were scared as well."

"Just know, we'll always be here for you, Flutters!" Pinkie Pie clung onto the shy mare with a hug. "And I'm certain you'll always be here for us."

In response, Fluttershy gently embraced her friend which was soon to turn into a group hug.

Somehow, this embrace she felt, fortified by her friends was more comfortable than the bed she rested against. It is warm, she felt safe, there were no monsters stalking her in a broken world, instead, all around her were her friends. Twilight, Rainbow Dash, Pinkie Pie, Applejack and Rarity, they were all there for her and she would be too.

"Thank you, girls." The kind mare appreciated. "I almost forgot who I was and who my friends were just because I was scared, but... Now... I remember. Thank you."

During this embrace, it almost felt like the world stood still, as if time stopped. Sadly, Twilight was the first to pull away and the rest followed, giving Fluttershy some space.

"We're glad to have ya back, Fluttershy," Applejack placed a hoof on her shoulder, proceeding to gently pat her.

With a spark of realisation washing over Twilight's face, she used her magic to levitate the note from under her wing that remained cemented to her side. One last time, she analysed the note's incomprehensible message, her eyes determined, but as expected, received no answer.

"Fluttershy," Twilight began. "On this note... It could be anything... I've tried to make sense of it, but I've failed to get anything out of it. I hope you can understand what it means."

Gently, the Princess of Friendship levitated the note towards the shy Pegasus who remained seated on the bed. She watched the paper sail towards her as did the rest of her friends. Everypony was anxious, ready to see if it was good news or bad.

As the note fell into Fluttershy's possession, her eyes followed the disorganised words along the lines. Everypony expected her reaction, to be confused and at first, it was. When she received the paper, her pupils wobbled to the side of the paper over and over, all while her mouth hung slightly open.

Twilight anxiously watched as Fluttershy's eyes battled over the mess of words while the rest waited patiently.

While trying to decipher the message, the entire time, the Pegasus had lifted her left foreleg up from the mattress a little. Her pupils stopped when finishing the note, she lowered her leg back down and silence took over.

She had finished the message.

"Well, did you get anything out of that?" Rainbow Dash asked with the tilt of her head and raising a brow.

No good came when everyone watched tears shine through Fluttershy's eyes.

"Fluttershy?" Pinkie Pie's voice gently touched her ears.

As the tears shined, they watched her smile outshine them. Gripping the note close to her like a filly with a teddy, Fluttershy spread her wings and shot up into the air like a rocket, twirling gracefully as she released a squee, expressing complete delight.

Now, it was everyone else's turn to be confused.

"It's Discord!" Fluttershy exclaimed, hugging the note with her eyes closed tight, smiling brightly. "It's Discord!"

"What?" Everyone gasped.

"Discord?!" Pinkie Pie exclaimed. "You mean he's still helping us?" The pink pony's face painted jubilation.

"Hold up, hold up," Rainbow Dash raised her hooves, trying to settle the Element of Kindness. "You mean, you can understand that...?" She pointed to the slightly crumpled piece of paper.

"Why, of course!" The Pegasus responded. "Whenever he would go on vacation, he would write to me like this. It was fun to unlock what he was talking about." Once again, she brought the note up close to her as if it was one of her own animals. "Oh, I hope he's doing well wherever he is."

"Well, what does it say?" Applejack questioned.

"Oh, right," Fluttershy responded with a sheepish smile but resumed to read the message out loud.

'Do not fret, your pets and critter friends are safe with me. I'm sorry this is the only form of communication I can give. I will do my best to help those in need, but if Fright knows of my involvement, I'm afraid great harm will come to those I align myself with.'

After finishing the note, everyone felt eased knowing their pets were at least safe.

"So he has our pets... Way to go Discord!" Rainbow Dash cheered, throwing a hoof into the air.

"Oh, how delightful," Rarity hopped into the air. "That solves one mystery."

"I don't know what's more amazing? That Discord's still helping us or the fact that you're able to read whatever he put on that note," Pinkie Pie shrugged, all while making Fluttershy laugh a little.

"Ah suppose we owe him big time," Applejack heartened.

Twilight relieved a sigh, happy to set some stress free, "I think Discord will be doing the best he can to help us while staying out of the changelings' sight. But this is good news, with him still on our side, we can easily turn the tide of this battle against Chrysalis."

"Good news?" Fluttershy repeated in a slight baffled tone, but somehow, her voice remained quiet and delicate. "Oh, this is great news!" Enlightened, she happily looked down at the note, it eased her mind to know that Discord was alright. It eased everyone. "I just knew he wouldn't leave us."

"Let's not forget, he did inform us on working discreetly," Rarity mentioned. "I think he's afraid of putting us in harm's way if he's caught assisting us."

"But as long as he's not seen, then surely he should be okay!" Pinkie Pie put it rather enthusiastically. "And maybe he's helping put the bad guys away."

"He might even know where Chrysalis and Fright are!" Rainbow Dash added with a ambitious smile. "There has to be a way to contact him."

"This is all great news," Twilight looked at all of her friends with a content face. "I'm relieved that Discord is alright and I'm glad that he's still helping us, but we still need to be careful. Chrysalis and Fright cannot know of his involvement."

"So, what happens now?" Applejack asked.

"I'll inform the Princesses." The alicorn stated. "They'll want to hear about this and I'm sure they'll know a way of communicating with him. Perhaps... Maybe this whole ordeal may end quicker than we thought." She smiled. "I'll be back soon."

Without any delay, Twilight whirled herself around and exited the room, leaving Fluttershy and Pinkie Pie blissful, Rarity and Applejack hopeful and Rainbow Dash determined.

Princess Twilight made her way through the lustrous halls of the Royal Palace, passing by a few guards who carried on with their patrol and seeing a few familiar faces along the way. After the breakout, the alicorn felt nothing but fear and truth be told, she was still scared, but after today, hope was slowly building back up into her heart.

Zecora had been rescued, Fluttershy had woken up from her personal nightmare and now, the note had been deciphered and their pets were safe. Discord was still helping out, he may even find a lead on Spike if he's careful. Knowing this, Twilight felt a slither of peace sink into her heart. She trotted down the spacious halls and forged her path to the throne room, passing by the many windows, the night now taking complete control over the sky, stars glimmering above.

Today had been a long day and so much had been accomplished and she, along with her friends would accomplish more. The young alicorn was ready to inform the two princesses of the good news.

Upon reaching the huge double doors, just as she was about to enter, the alicorn's heart skipped a beat when her ears were pierced by a booming voice, one that was all too familiar.

"You had no right!"

The voice came from the throne room. Worried, Twilight slowly opened the doors and peered her head through, her eyes detecting the Royal Sisters and Shining Armour in the centre of the commodious room. From what she gathered, the two sisters looked as if they were trying to calm him down.

"With all due respect, Princesses, you had no right to keep this from me!" Shining Armour exclaimed, aggravation and annoyance digging deep in his voice.

"Shining, we can understand your trepidation and you have every right to be upset-" Princess Celestia tried to calm, but her words did nothing for the captain.

"Upset?" The unicorn repeated in a baffled tone. "I'm livid!"

"Do not interrupt my sister when she is speaking, Shining Armour," Luna ordered with a disapproving glance. "As my sister said, you have every right to be upset, but we are not the ones to deal with your anger."

The unicorn's enraged voice slightly died down, but his anger was still burning, "How could you keep this from me, does Twily even know?"

"We have yet to inform her." The Princess of the Night apprized calmly.

"After all that happened last night, I thought you would both need time to heal, I didn't want to press more frightening matters onto you, especially after the breakout," Celestia reasoned, lowering herself a little.

"Princess," Shining Armour lowered his voice. "The Crystal Empire is my home, I must return there at once in case something like this happens again."

Twilight's ears flinched when hearing about the Crystal Empire, her face dropping all signs of content and leaving only a discomfort look. One by one, the hope that had been built throughout today was slowly being demolished. Without further delay, the Princes of Friendship entered the throne room slowly and quietly, regretting each step and fearing the worst.

"What happened?"

On cue, the two alicorns pivoted their heads, as did Shining Armour, their eyes widening upon seeing the young alicorn.

"Princess Twilight," Luna greeted, stepping forth. "What brings you here?" She asked nervously.

With her heart sinking, worriment infecting her once again, the Princess of Friendship did her best to answer, "Fluttershy deciphered the message we found last night, it was from Discord and he's still helping us."

"He is?" Princess Celestia said, exchanging a look of surprise with her sister who responded the same way. "Twilight, I must confess that this is wonderful news, but... There is something we must inform you about."

Both Celestia and Luna could only show a happy expression for a few seconds towards the other alicorn, then it vanished and only worriment hovered over their mournful eyes, breaking their smiles into anxiety.

"I didn't mean to eavesdrop on your conversation, Princesses," Twilight stated while bowing her head apologetically. "But... What happened at the Crystal Empire?" She asked worryingly.

In response, Shining Armour lowered his head in what could only be described as sadness, but also in disappointment.

At first, Luna was able to speak, "You must understand that nopony is at fault here, Twilight Sparkle."

Promptly, Celestia took over, approaching the Princess of Friendship and lifting a hoof to her chest, her eyes projecting sympathy that connected with her young disciple. She found the strength in her voice to carry on, fighting back all the anxiety clawing her throat.

"Last night, the Crystal Empire had been infiltrated." The elder alicorn told, her voice rattling with sorrow, regretting to speak any further. "I'm sorry that this terror has to go on... But they abducted her... She's been captured." The way Celestia forced out the rest of her sentence made it look as if she was in pain.

With widened eyes, her mouth hung open, her heart beating faster and faster by the second. Overcome with fear, shock and dread, a trembling Twilight hesitated to know the rest, but she needed to find out what happened at the Crystal Empire.

"Wh-Who..."

Chapter 41 - Infiltration

Last night...

Everything about the Crystal Empire was brilliant. During the day, the city felt like a dream, a wondrous paradise that shined perfection and delicacy into the eyes of many. But at night, it felt like a new place, a new world that glimmered from every other section of Equestria. Every structure, the buildings and streets all sparkled, tiny specks of light dancing and radiating their glow. Not only did the city twinkle, but so did the stars up above, like rhinestones joining in on the Crystal Empire's luminosity.

However, beyond the city's beauty, the Crystal Castle was the real structure to behold. In the centre of the Empire, standing tall, glorious and royal, the bright and pearly tower projected up into the night sky, only to be stopped by the barrier that kept the city secure from what lurked outside. Underneath the shimmering spire, the Crystal Heart remained protected, slowly twirling repeatedly.

Although it was night, a few Crystal Ponies wandered through the streets, some admiring the night while others were guards, patrolling and keeping an eye out for any sign of danger, but most of the Crystal Ponies slept in their secured homes, warm and safe. Despite the fact that there had been no sign of any threats coming close to their home, Princess Cadence persisted on keeping a barrier over the entire kingdom. A light blue bubble produced by the alicorn shielded her home ever since the incident with Manehatten, she couldn't afford any risks.

Alone, a unicorn sat just outside the Crystal Castle. It was rather late the moment Starlight thought about it.

It had only been a few hours ago since she had been called upon by Princess Cadence to speak with her. Sadly, it wasn't a conversation the unicorn was hoping for, nor was it the princess'. News from Canterlot, the Royal Sisters wrote a letter to the alicorn informing her on the announcement, how Fright broke, hurt and tormented Spike just to punish Twilight and her friends. Fortunately, they didn't go into detail, but they were notified on the changelings' plan to break out the prisoners of Tartarus.

Cadence looked hurt upon hearing the news just as much as Starlight did, a lot was on their mind, but comfort and hope still lingered. After much thinking and failing to get any sleep, that's when she wandered outside and rested just in front of the castle.

Starlight Glimmer sat down on a patch of emerald grass and focused on one thing across from her. Every inch of her eyes took in the glistening monument. Great, heroic and polished, the crystal statue of the baby dragon, the saviour of the Crystal Empire, Twilight's assistant and friend was a sight to all. Much like everyone else, Starlight didn't take it very well when hearing about Spike's disappearance, she remembered every day when Twilight broke down in grief, wishing for him to come back. It wasn't easy to deal with and she knew it wasn't supposed to.

But now, she thought hearing about his presence would be a good thing, she thought it would put her worries to rest, but whatever happened back at Canterlot, it hurt to think how Spike suffered, how her friends were punished just by watching him break. No good came when she began to think of what happened.

Lucky for the unicorn, her pondering had been interrupted, her ears winced upon hearing the familiar, pleasant and clear voice.

"Starlight?"

Turning her head back to the Crystal Castle, her eyes tore away from the statue and towards Sunburst, approaching her. In an attempt to erase the rest of her frightening thoughts, Starlight shook her head for a quick second and offered her friend a pleasant smile, however, her slightly tired eyes didn't mix well with the joyful expression.

"Oh, Sunburst." She greeted. "What are you doing out here? I thought you were helping Princess Cadence look after Flurry Heart."

"I was." He answered, sitting down next to her. "But she insisted that I take a break, she has everything under control and besides, I believe she'll be getting some sleep soon. It amazes me how a baby like that is so full of energy, she doesn't even look tired in the slightest." He finished with a light chuckle.

"Well, she is an alicorn," Starlight told while leaning back a little. "Just wait until she's older, she might even be like Twilight. Up all night, studying and researching. That, or she'll be bouncing off the walls like Pinkie Pie." She brought a hoof to her mouth and lightly giggled.

While the Royal Crystaller sat down, he straightened his robe and got comfy, exchanging a short laugh with Starlight, "Despite all that's happening right now, I think the future's gonna look bright for her. Once this whole... Uh... Ordeal ends, of course." He stayed positive, brushing down his beard with a hoof, his smile still intact.

"Yeah..." The lilac unicorn rolled her eyes back to the statue, her smile fading, failing to match with Sunburst who had noticed the sudden change in her expression. With a sigh, she continued, "A lot has happened. I want to say a lot of good things, but everything's just been rubbish, bad or just awful!"

"You don't like being here?" Sunburst asked concern, as well as confusion, raising in his expression.

"What?!" She winced, looking aghast. "No, don't get me wrong." She allayed while swaying her hooves up and down to try and prevent any form of misunderstanding. "I love being here, the Crystal Empire feels like an entirely new world from the rest of Equestria and I don't think I could ever get tired of hanging out with my first and best friend." She stated with a smile, however, it was short lasted.

Once again, her gaze turned back to the ground, letting sadness take over, "But when I heard about the attack on Manehatten, from Twilight getting hurt while trying to stop that maniac's contraption. A lot's been on my mind." She raised her gaze from the pure grass and stared at the statue of her friend once again. "Now, only a few hours ago... We get another message just to hear about another friend who got hurt."

Following her gaze, Sunburst directed his attention to the statue of Spike, happily and heroicly holding the Crystal Heart in his claw. With a look of sympathy crossing over his gaze, he put his focus back on Starlight, at first, his voice trembled.

"I'm... I'm sorry about what happened, I'm sorry about Spike..."

"It's alright, there's no reason for you to be sorry though, Sunburst," Starlight eased. "It's just... After hearing about what happened, I can't help but wonder why anypony- or anyone... Would want to hurt Spike. He's done nothing wrong. I mean, from what Twilight told me before he left, they had a bit of falling out, she said she had never seen him look so... Distraught before he ran off. We thought he'd been living the life he chose, but when we got the message after Twilight saved Manehatten, at first, I was relieved to hear something about him. The relief didn't last long when I found out that psycho had him."

"If I'm being honest, Starlight... I never really got know Spike all that well, I mean, I knew he was Princess Twilight's assistant."

"Number one assistant," Starlight corrected with a smile.

"Oh," Sunburst reformed his sentence, sharing a chuckle. "I knew he was Princess Twilight's number one assistant and saviour of the Crystal Empire, but they were just titles. From the sound of things, he seemed like a nice dragon."

"He's a great friend, Sunburst, just like you." She complimented, causing the Crystaller to respond with a sheepish smile. "He's dedicated, faithful, funny and just..." There, Starlight stopped and admitted defeat with a shrug. "I could go on... He would always please his friends, stick by them, I mean, he motivated me to see you again when I was having doubts during the Crystalling, do you remember that day?"

"How could I forget, that was one hectic day... One hectic day I am truly grateful for," Sunburst thought back as his eyes twinkled, just like the stars above. "It's hard to believe that not long ago I was constantly worrying about not being able to amount to anything. That I would achieve nothing and all my knowledge in magic would have been a complete waste. I really am grateful for that day, but more importantly..." He pointed his head back at Starlight. "I'm glad we were able to restore our friendship."

"I'm grateful for that day too," Starlight happily expressed. "I owe a lot to Twilight and her friends." The unicorn's expression shifted a little as a thought stroked over her mind, causing her smile to wobble, but pick itself back up as she spoke, "I gotta say, kind of funny how we're both tied to royalty now. You being a Royal Crystaller-"

"And you being Princess Twilight's personal protégé," He interjected. "I guess it is kinda funny how we both took different paths just to wind up on the same one." Sunburst relieved a hearty chortle, one that was quick to dwindle as remorse took over his expression.

Playing around with his hooves, he dropped them back down and built up his voice, setting free his doubts as he swayed his head, his beard following his movement, "I'm- I'm... I'm really sorry I left without saying anything to you. I knew if I-"

Before he could go on, Starlight brought up her hoof and mildly pressed it against his mouth, preventing him from speaking any further.

"Sunburst, seriously, that's all in the past." She pulled back her hoof and allowed it to rest while empathy seated in her eyes. "There's no need for apologies and besides, you've already apologised, like, three times." She nudged him.

"Oh." His face washed with embarrassment while stammering a little. "S- So I did." Regaining his composure, he looked up to the night sky as his sight travelled past Princess Cadence's magic barrier, gazing at the stars. "It's a beautiful night, wouldn't you agree?"

"Totally. The stars are trying their best to be noticed tonight, although, it is kind of hard to admire them with this barrier over us." She commented.

"I'm glad we could assist Princess Cadence with her magic, she's done terrific keeping the empire safe."

Just as the two unicorns adored the night sky, their gaze towards the stars disconnected when they heard the sound of guards travel past them, passing by them with ease as they carried on with their patrol.

"Y-You know..." Sunburst said, his sight breaking away from the guards. "I thought we'd be the only ponies up tonight, I understand the guards, but..." Immediately, the wizard stared at Starlight, noticing that she was in a world of her own.

"Starlight?"

The lilac unicorn's stare travelled beyond the statue of Spike, catching a glimpse of something mystical and eerie, moving... However, her focus broke when Sunburst's hoof slowly flailed in front of her eyes, snapping her back into reality.

"Huh, what?" She spoke in a rather confused manner.

"You okay? It seemed like you drifted off there for a second."

"Oh, no, I'm fine," Starlight assured, turning back, her gaze travelling beyond the statue once again, only to find that whatever she was looking at, was gone. "Just... Something caught my eye, but I..." Before she could go on, a yawn had broken her sentence.

"Heh," Sunburst chuckled. "Looks like sleepiness finally caught up with you. It is rather late, perhaps we should get some shut-eye."

"Yeah, okay." She acknowledged, rising from the patch of grass in unison with her friend. "Hey, Sunburst. This... This was nice. It certainly eased my worries a little, so... Thanks." She sent a warm smile.

"I enjoyed tonight as well." He eased, motioning his hoof. "I'm sure Princess Twilight is going to put a stop to this breakout the changelings are planning. After all, she is a brilliant pony." He said, taking lead as he made way to the entrance of the Crystal Castle.

A dainty smile rose across Starlight's face as she followed just behind her friend with ease, "Yeah... She is." The unicorn breathed, making her way inside the crystal spire.

Within the cavernous throne room of the Crystal Castle, clean, bright and lustrous, the throne that belonged to the Princess of Love was empty, looking lonely as did the whole room. Only two souls lingered in the spacious room. A mother and her daughter.

Princess Cadence's mind was wrapped like a gift, supplying many thoughts on hope, but also fear, it began to fill her with discomfort as she stared out of one of the many throne room's windows, gazing off into the distance. Much like Starlight, the recent message she had received from the Royal Sisters pained her. Anxiety trembled into her, she couldn't help but worry for Twilight and her friends, for Spike... For her husband.

Angry with the changelings, with Chrysalis, with Fright, her thoughts couldn't hover away. She feared the worst when hearing about the announcement and adding onto that fear, her husband had to guard Tartarus against their enemies from a planned breakout. The alicorn had not seen Shining Armour for quite some time and it hurt to be this far apart. True, she had complete faith in her husband that he would defend that prison from any attacks with all his might, but after hearing of Spike's torment, his suffering... Anyone could be next.

Noting a worried look, the alicorn whispered to herself.

"Please... Please be okay."

Although her mind had taken on many thoughts, it did not slip as she kept her baby close, her foreleg around the young alicorn. The worried look Cadence provided vanished when she heard Flurry Heart happily giggling to herself. She looked down and bestowed a motherly smile upon her child.

"Bah! Ba-ba-bah!"

When collecting her mother's attention, the baby alicorn appeared ecstatic, reaching her tiny hooves up into the air, wanting to make contact with her carer's face. Everything about Flurry Heart's face, her emotions... It just pictured happiness, delight and complete bliss. Her wide eyes projected joy as her amused smile failed to fade.

Cadence giggled in tune with her daughter, she was glad that her child could remain unaware of the fear and chaos that spread.

"You've been very good today sweetie," Cadence lightened her voice, putting on a delicate tone that thrilled her baby. "Yes you have and I can't wait to see what tomorrow brings."

Flurry Heart's delighted burbling came to a sudden stop when her eyes closed, her mouth opened wide as she unleashed a yawn, sleepiness now filling the baby alicorn's eyes as her happy fidgetting ceased.

"I'm surprised you managed to stay awake this late, my little darling." She continued in a whisper, her voice still crammed with comfort as she gently and slowly rocked the foal.

There wasn't much hesitation in Flurry Heart's eyes as her eyelids began to droop, failing to stay awake. All of the energy the young alicorn possessed had faded, finally allowing herself to rest, secure and resting against the hoof of her mother.

The Crystal Princess looked down at her daughter, even though her eyes had sealed shut, her motherly smile did not die. Once again, her thoughts began to swell about Shining Armour.

'I bet your father misses you so much.' She thought to herself. 'I hope he's okay.'

"Your Highness?"

Snapping out of her thoughts and turning away from the throne room's open window, Cadence's eyes widened, bestowing upon the two unicorns, Starlight Glimmer and Sunburst, patiently waiting in the centre of the throne room.

It occurred to the Princess of Love that she had been gazing out into the distance for quite some time, that and allowing Flurry Heart to absorb her attention. Breaking away from her position, moving carefully with three legs while the right foreleg supported the baby alicorn, she approached the two unicorns.

"Starlight," Cadence greeted quietly while nodding her head, then turning to the Royal Crystaller. "Sunburst. You know there's no need for you two to be so formal. We're all friends here."

"Right," Starlight shimmered shyly.

"Is everything alright?"

"Everything's fine," Sunburst spoke. "Starlight and I were just about to get some sleep. Is there anything you'd like us to do before we turn ourselves in for the night?"

"You two have done plenty today." The princess settled. "I appreciate your help and company these past few days. I have to admit, it's been a little difficult without Shining here and I don't think I could have kept this barrier up for this long without both your knowledge of magic."

"We are the ones who are grateful, Princess," Starlight bowed her head, shooting herself back up and showing a look of embarrassment. "Oh right, the whole formal thing and all that jazz... Sorry." She let off a quiet, nervous laugh.

Cadence couldn't help but chortle, still gently rocking the baby alicorn.

"Just know, you two have played a big part in keeping the Crystal Empire safe." The alicorn said. "I thank you both for your bravery and dedication."

"We're just glad to help," Starlight said.

"I-I wouldn't dream of questioning your decisions, Princess," Sunburst spoke. "But are you sure you wouldn't like to let one of us substitute your position and cast the barrier for tonight."

"Thank you, Sunburst, but I'll be fine," Cadence assured. "But could you put Flurry Heart to bed?"

"Of course." The wizard adjusted his glasses and bobbed his head.

Slowly, the alicorn approached Sunburst, allowing him to take possession of the infant as she whispered, "She's sound asleep so be gentle."

Carefully, Sunburst held Flurry Heart close just like Cadence did, his dangling beard somehow managing not to brush against the foal's mane. With a bright smile, he quietly said, "I'll make sure she's all tucked in. Goodnight, Princess Cadence." And then turning to the other unicorn. "Goodnight, Starlight. I'll see you both in the morning."

"We'll see you in the morning, Sunburst," Starlight waved her hoof.

"Goodnight," Princess Cadence said.

Just as Sunburst left the crystal throne room, Starlight was about to leave, "Well, I suppose I should be heading off now. Are you sure you don't need anything?" She asked, raising a hoof.

"I'm fine, Starlight." The alicorn nodded. "You and Sunburst are really thoughtful and you've done plenty today. But I do believe I should be the one asking you that question."

At first, slightly confused, the lilac unicorn leaned her head a little, her expression only carrying a puzzled look.

Extending her foreleg outwards, gently placing her hoof under Starlight's chin, Cadence offered a sympathetic look, "I just want to know if you're doing okay." She said worryingly, lowering her hoof back down. "I don't think any of us wanted things to happen this way."

In response, Starlight sighed, "I'm... I'm managing." She assured. "It's just hard to believe that this is all happening." Growing frustrated, she pulled herself back a little. "It just baffles me why anyone would want to hurt Spike." Still, she remained disheartened, her ears dropping down as sadness consumed her. "I hope Twilight's doing alright. I'd hate to see how she's taking this. I know how much Spike means to her."

"I know, he's a good dragon and friend. The number of times he was there for Twilight was astonishing. He was always faithful to her, no matter what. The crystal ponies look up to him and I think they'd be crushed if they knew about this," Cadence ached. "But Twilight's strong, she's picked herself up countless times and now, the changelings, Queen Chrysalis and this damaged alchemist have gone too far. I know she'll put a stop to whatever their scheming."

"That's what I'm worried about though." A grave look wiped over Starlight's eyes.

This time, it was Cadence's turn to bear a puzzled look, "I'm sorry, Starlight. But I'm afraid I don't understand."

Nonchalantly, she lowered her head down. With trouble, the unicorn's mouth failed to work until she pushed herself to speak, "I... I have complete faith that Twilight will succeed against the changelings, but when she took me in as her student, she always taught me that friendship was the way to solve problems..." She looked up the alicorn with a face that conveyed discomfort. "But what if this is a problem that can't be solved by friendship?"

Princess Cadence listened carefully, a look of concern filling her eyes, "I understand how you feel." The alicorn soothed. "Twilight and her friends have accomplished so much and I, too, have faith that they'll succeed against our enemies. I hate to say it, but maybe redemption is possible for Queen Chrysalis and this damaged alchemist, but now... They need to be apprehended for their crimes. For what they did to Manehatten, to Spike and for the breakout they're trying to cause."

Still, Starlight remained disheartened, her ears dropping down as sadness consumed her, "It's because of Twilight, I managed to guide myself back onto the right path, reunite with my best friend and make some new ones along the way. I just hope she doesn't lose sight of how things can be after all this."

"We've all made sacrifices during this time of crisis," Cadence confessed. "The ponies of Manehatten have lost their homes, friends have been separated as well as loved ones." Her gaze drifted off to the window, staring out into the open, cold night, but promptly, pivoting her head back to Starlight's position. "As for Twilight, she's the Princess of Friendship and a shining star to many, so believe me when I say she'll never lose sight of how to help those in need. Neither will her friends and neither will you." She finished with a smile.

Seeing the Crystal Princess smile, hearing her words of comfort in her comforting voice cushioned the unicorn's thoughts. Finally, Starlight lifted herself up from her slouched position and stood upright, responding to the alicorn with her own smile. Her eyes filled with ease as the feeling of anxiety departed.

"Thanks, Princess." The unicorn softened her gaze, her voice erasing any sign of worriment.

With her smile unbroken, Cadence's eyes shimmered as she retracted a step from the unicorn, "A lot has happened today and you deserve your rest, I hope you sleep well, Starlight. There's a lot to do in the morning and I'm going to need you and Sunburst to keep an eye on Flurry."

"That won't be a problem," Starlight stated, a little too confident as she stretched a smile. "Have a good night, Princess and thanks again."

"And you too, Starlight." The alicorn nodded her head.

Still keeping a small smile, the unicorn made her way out of the throne room, leaving the Crystal Princess to ponder. It had been a long day.

As Starlight left, Cadence's posture dropped a little as memories of her husband began to crowd her brain, no matter how hard she tried, she couldn't shake away the thoughts of Shining Armour, she desperately wanted to see him again, she wanted to see her sister-in-law, too.

Motioning her hooves, the Crystal Princess calmly made her way out of the throne room, her legs felt weak, tired from working, protecting and worrying. If she had been working any longer, her expression would have fallen from her face, but there was a glimmer of hope in her eyes. She had complete faith that the Royal Sisters, Twilight, Shining Armour and the rest would put an end to this crisis and all would be restored, the many thoughts of a brighter future couldn't help but lift a smile on the alicorn. The alicorn was impatient for Shining Armour's return, she couldn't wait for her whole family to come together again.

Finally, Starlight Glimmer drifted off into sleep, floating in a pit of slumber, not a speck of unhealthy thoughts invading her dreams. She was provided with her own room, much like Sunburst, although, he did have his own house, he was assured that he could stay in the castle.

Thanks to the two unicorns, their research on magic guided Cadence into learning a new spell. With great effort, she could keep the barrier around the empire while sleeping, but it wouldn't last long, she had already taken up most of her energy since the attack on Manehatten, it was quite a surprise to herself that she managed to keep the barrier active for this long. Cadence knew her magic was fading, she needed to rest and to let her energy increase. Starlight or Sunburst would have to substitute in keeping the Crystal Empire secure until the Crystal Princess regained her strength.

Sleeping soundly, safe and secure, the servants of the Crystal Palace fell into a peaceful slumber, much like the rest of the ponies secured in the empire. The servants of the Crystal Palace were fast asleep, safe and sound, much like the rest of the ponies secured in the empire. Although, the Night Watch kept a lookout for trouble, despite the barrier they were safe within.

After a few minutes, the pink alicorn directed her way through the frosted, icy halls, her mind was switching on and off, one moment she was thinking deeply, the next she was on auto-pilot, passing by the guards that patrolled the castle. Something about the interior of the Crystal Palace felt angelic as the alicorn travelled through the elongated corridors, colours of blue and white dancing with each other on the walls, mixing together in beautiful patterns.

Snapping out of her stream of thoughts, realisation sparked as she stopped herself to examine the double doors that belonged to Flurry Heart's room. Puzzled, Cadence couldn't help but notice that both doors were slightly open. Light on her hooves, she gently approached the entrance and studied the room through the slightly open gap of the two doors, not making a sound in the process.

Much to her delight and relief, the princess' eyes absorbed the sight of Flurry Heart's round, crystal crib. She could make out the little lump taking refuge underneath the bright, yellow blanket, concealed from the rest of the world, resting against the aqua, comfy pillow and soft mattress.

Cadence sighed softly, relieved that nothing had happened to her daughter. But seeing her now, the alicorn couldn't resist double checking.

Still, she remained light on her hooves and gently pushed one of the double doors open, slipping into the crystal-dome like room which was Flurry Heart's own little nursery. The room was usually luminous, seeing it the whole place dimmed always made Cadence feel odd for some reason, it wasn't like this for all places, just Flurry Heart's room.

Doing everything in her power to not wake up her daughter, she trod carefully, passing by the squiggly lines that stuck to the nursery's wall, all of them taking the form of curly trees that would usually be seen in dreams.

Calm, Cadence approached the baby alicorn's bed and peered down at the sight of the yellow blanket, concealing the infant. A heavenly smile rose on the pink alicorn's face, happy to be gifted with such a wonderful daughter. This happiness that wrapped around the princess' heart like a bow on a Christmas present didn't last long. Much like every wrapped present, it was soon torn to shreds.

Something didn't feel right... Not to the Crystal Princess.

The way she lifted her hoof from the floor was delicate, gently placing it against the top bit of the blanket and slowly, pulling it down. Much to her surprise, her daughter wasn't there, just her arranged, colourful teddies, slumped against the pillow and mattress.

Shock slowly sharpened its way into the princess as her heart skipped a beat when realising her child wasn't there. Shifting into a state of alarm as she turned wide-eyed, any bit of sleepiness erased from her panicked expression. Erratically, she tore herself away from her position and looked across the crib.

"Flurry?!" She called out in a frenzy.

The next thing Cadence heard froze her solid like a statue.

"Shhh..."

Her composure shattered like glass when she noticed her child missing from her crib, but hearing the eerie, distorted, quiet murmur made her feel sick, rotting the core of her stomach.

She feared to turn around, to locate the creature that ordered silence.

Bit by bit, she worked up the courage to pivot her head and soon, the whole of her body. With horror, she turned to the end of the room, across the crib's end where the intruder stood, in possession of the baby alicorn. His legs were crooked, his feet and claws were sharp and his face was nothing but a mask that was barren of any emotion. Smoothy, his long, keen tail remained still, much like the princess herself.

Over Flurry Heart's horn were little clumps of dark crystals, a blockade for her magic.

Taking in the sight, Cadence trembled, her breathing shaking, but remained quiet, failing to locate any words, almost as if speaking felt new to her like a baby.

There, he stood. Armoured, sharp and frightening, The Hunter stood tall at the end of the crystal dome-like room, his pale, skull of a mask not even looking at the princess, but the sleeping baby alicorn that rested tranquilly against his arm as he held her carefully, his other claw slowly hovering over the infant's face, but it didn't look like he was trying to harm her, but comfort the infant he now obtained.

"Don't wake her..." His whisper crept from across the room.

It pained Cadence to see Flurry Heart in the possession of this monster, but a part of her was thankful that she was still sleeping, unaware of what was holding her. The Crystal Princess wanted to say something, anything that would make this intruder go away, she forced her words out, wanting to sound bold, but it came across as more of a frail whimper.

"Wh-Who-"

Before she could even push out her question, The Hunter promptly answered.

"It doesn't matter who I am." He quietly responded, almost like he cared about the baby he held, not wanting to wake her up much like Cadence. "All that matters is that you listen to every word I say and try your best to understand."

"How did you get in?" Cadence stepped forth, boldness finally stepping into the alicorn. "What do you want from me?"

The Hunter remained silent, nonchalantly looking down at the infant that relaxed in his arm, her eyes sealed shut, softly breathing in her blissful sleep.

The other claw that hovered over her daughter's face was making Cadence uneasy, it was already uncomfortable that he was holding her and distressing that he infiltrated the palace.

"Put her down!" Cadence ordered, anger taking control over her expression, but despite her tone, her voice remained shaken.

Surprisingly, her command failed to wake up Flurry Heart, however, she did squirm a little, but The Hunter lifted her up a little and brought his other claw down, his sharp, index finger tenderly brushing down against her mane which comforted the sleeping child.

Her feelings were mixed up, she was mitigated that The Hunter didn't do anything drastic, but the way he comforted Flurry Heart only taunted her.

"I'm afraid I can't do that, Cadence." He finally answered. "She's needed elsewhere."

Hearing his explanation only pushed the alicorn deeper down into a trench of fear, anger and agitation.

"You're not taking her anywhere! Why in Equestria would you even need her?!" She grew exasperated, her heart beating faster by the second.

"You don't deserve any of this." His void-like eyes looked back up to the princess. "You of all ponies, you don't deserve the terror that's to come. But Twilight... She needs to suffer!"

Stepping back a little in horror, Cadence stammered, "You're... You're with them... With Chrysalis. With Fright." The alicorn narrowed her eyes.

"No harm will come to your daughter, I assure you."

"Do you expect me to believe you?! After breaking into my daughter's bedroom and who you're helping?!" Cadence answered with frustration. "And after tonight, Twilight's suffered enough."

"Oh, I'm sure she has," The Hunter answered sarcastically, sounding irked as he tilted his head a little, the spikes around his mask shaking like a rattlesnake's tail. "I'm sure the Princess of Friendship knows what it's like to be afraid with friends and family constantly by her side. No matter how hard things get for her, she'll just pick herself back up, but not this time. I'll make sure of it."

"You don't know what she's been through, what we've all be through!"

"Oh, I do." He interjected with a growl. "I've endured my reality being twisted inside and out because of her. After Fright's done making an example out of her, I'll make sure she suffers properly, along with her friends. Then, we'll see Twilight try and pick herself up after I'm done."

"I'm sorry this has to happen, Cadence," The Hunter apologised, his tail lifting to his side and gently wrapping around the baby alicorn, taking her away from his grasp. "But like I said before, no harm will come to your daughter. I'll make sure of it."

The Hunter's tail now took hold of a sleeping Flurry Heart, it swayed to the side of him and remaining upwards from the floor.

"Buh..." The baby alicorn burbled.

Upon hearing the murmuring the baby produced, still deep in her sleep, The Hunter's head turned to her like a cog.

This was it. Cadence had found an opening. With The Hunter's attention placed elsewhere, she was quick to act. Using her magic, she levitated a nearby nightstand and threw it at the intruder. She didn't want to hurt Flurry Heart in the process and luckily, she didn't... But The Hunter needed to be stopped from taking away her child.

Failing to react in time, the nightstand thrown at him collided with his mask, knocking him back as he unleashed a growl in anger.

Aiming for his tail, Cadence flew towards him with great speed, but this time, with no distractions, The Hunter threw himself from the wall, raising his clawed foot and kicking the Crystal Princess back towards the crib.

Not wasting any time, acting fast, The Hunter proceeded to get down on his claws and feet, crawling with great speed, much like a spider, making his way out of the nursery with the baby alicorn secured and wrapped in his tail, remarkably, still sleeping, but leaving a hurt Cadence panicking and worrying, quickly getting herself up and leaving the room, following the intruder.

As she exited the nursery and into the dimmed corridors of the Crystal Palace, she watched The Hunter escape from her sight.

"Guards... Guards!" The alicorn shouted in distress and absolute terror, the look of dread now infiltrating her eyes as her shaken voice nearly woke everyone up in the Crystal Palace.

With a sudden, sharp jolt, her eyes snapping wide open, fully awake and alert, Starlight rose from her bed and glanced around her dark room, emerging from her comfortable slumber. She picked up the sound of hooves rapidly stomping against the floor through the corridors, just outside her room. From what she heard, the noise sounded like a group of ponies in a rush.

Disoriented, confused and alarmed, she bounced out of her bed and opened the door, stepping out into the corridor as she witnessed many of the crystal guards bolt down the hall.

Starlight hiked a brow and grew worried, questions raising in her head, wanting to know what was happening. The answers she formed were frightening herself. Carefully, she motioned a hoof up towards one of the guards passing by, hoping to question one of them, but before she could speak, a familiar voice reached out to her.

"Starlight!"

Whirling herself around, the unicorn watched as her friend Sunburst hurried towards her door, nearly out of breath, looking terrified. His glasses were slightly tilted and his robe looked was loosened a little.

"Sunburst." She spoke, perplexed, her eyes darting back and forth from the guards that past by her and back towards him. "What's going on?"

"It's- It's..." He tried to speak, but fear gripped his throat. "There's an intruder in the palace! He's taken Flurry Heart!"

"What?!" Starlight threw her head back, any speck of sleep shaking off her eyes, her worried expression matching Sunburst's. "Where's Cadence?"

"I don't know, I just woke up and heard the news." He answered, fixing his glasses back into position.

"Well we can't just stand here and talk about, we have to help! Come on!" The lilac unicorn exclaimed, spinning herself around and following the guards without hesitation.

"Starlight, wait!" Sunburst threw his hoof towards his friend but failing to get her attention. Not wasting any time, he followed the valiant unicorn.

If the furious stomping of guards rushing through the corridors didn't wake anyone in the Crystal Palace, then surely, the alarmed shouting did. At this point, everyone had been alerted of the intrusion. From left to right, guards were stationed all over the palace, preparing to encounter the intruder. Moving like a stampede, many of the guards were right behind The Hunter, charging at him.

"Stop him!"

Showing no sign of stopping, The Hunter continued to evade his pursuers. He leapt from wall to wall, down the many corridors of the Crystal Palace, still on all fours as he moved like a Timberwolf, his tail high in the air, keeping Flurry Heart away from those who tried to grab her.

Coming into view, four guards blocked his path and one of the unicorns looked as if he was ready to fire at him until one of the other guards warned him not to.

"Don't! You could hurt the princess!"

Still wrapped in his tail, Flurry Heart was awake and happily giggling, blissful and oblivious of what was happening, enjoying the ride as she was being swayed back and forth by her abductor, almost as if she was enjoying a ride on a swingset.

Bravely, the guards stood their ground and refused to move, almost acting as a barricade against their enemy.

Without warning, he threw Flurry Heart into the air, over the guards which made their faces drop in worriment. Rather than putting their attention on The Hunter, all of their focus was targeted on the baby alicorn, moving back a little in hopes to catch her.

The Hunter's body began to shift, completely vanishing into smoke, leaving behind a misty trail, slithering like a snake. Swiftly, he passed through the guards, tripping them all up, all of their bodies hitting their ground with a thud.

Easily, he took back his original form and landed on his feet, his claws scraping along the crystal floor that produced a discomforting screech, forcing himself to stop. Quickly, his head jolted up and caught the cheerful baby alicorn he had thrown into the air, securing her safely in his tail. Still, Flurry Heart was throwing her tiny hooves into the air, cheerily laughing.

Spinning his head around, he watched the many guards behind him continue their charge. They all displayed faces of determination and anger towards him, much like his own resilience, they didn't stop. Acting fast, The Hunter gripped one of the unicorns he tripped up with his clawed foot, throwing him at his pursuers.

The unfortunate guard was sent hurtling down the corridor with a scream, colliding with his comrades as it bought The Hunter enough time to escape from their sight. Quickly, he slipped around the corner, almost nearing his exit.

Slowly, the guards rose from the ground, regaining their senses.

"Quick! We have to-"

The guards that had managed to get up placed their attention on Princess Cadence, who leapt over them. They never witnessed their ruler move so fast. The alicorn moved with fear, but fury as well, gliding down the halls, carrying on with her chase.

Finally, she turned the corner where she located The Hunter evading the guards that stood before him, gripping their chests and throwing them to the walls.

His head flung back up in the direction of where Cadence stood, quickly returning back to his escape, fleeing down the stairs with Flurry Heart still enveloped in his tail. The fact that he still had her continued to taunt the princess.

The guards that were defeated rose their heads from the ground, letting out hurt groans, but their eyes widened when witnessing the speed of their princess bolt past them, following the intruder down the stairs.

Like an insect creeping and crawling, The Hunter travelled down the crystal, half-pace stairs, turning the corner smoothly while Cadence failed to control her speed, crashing into the wall with a thud. However, this failed to stop the princess, she simply leapt from the wall and down the remaining stairs, her teeth gritting against each other, her pupils on fire, her eyes raging against the monster, carrying on with her pursuit.

When reaching the end of the stairs, The Hunter bounced from the final step and into the centre of the main corridor, turning back around as his passionless eyes targeted Cadence, who was only inches away from him until he swiftly grabbed her by the neck, heaving her back towards the stairs.

Maintaining her ground as she slid on her hooves, the alicorn responded with a growl, furiously shouting, "Let her go!"

In response, The Hunter's spikes began to rattle as he lifted his claw, smoke emitting around his dagger-like fingers.

Within the darkened, main chamber of the Crystal Palace, Cadence's attention was drawn just below her, when she noticed a dark cloud forming just below her hooves. Instantly, all four of her hooves were stuck to the floor, almost as if something was restraining her. Greatly, she flailed her wings in hopes to lift herself from the ground but remained unsuccessful.

Desperately, the Crystal Princess tried to teleport out of her restraints, but she couldn't perform the spell, her horn only flickered like a broken light bulb. Keeping up the barrier had used up most of her magic.

The trapped alicorn's breathing grew erratic, she became stressed as her eyes widened in fear, shaking her head, tears forming as she pleaded, "Please... Please! Don't take her from me!"

Resting in the wrapped tail of her abductor, Flurry Heart began to cry, bawling just like a baby would, she tried to set free her wings but failed.

"I really don't want to do this, Cadence," The Hunter spoke rather wistfully, tilting his head in sorrow. "But this is how it's gotta be. I promise you, your child will not be harmed..."

Cadence struggled greatly, fidgeting from left to right as she tried to desperately pull herself from the smoked ground that restrained her.

"...But Twilight needs to pay!" He growled, his voice thickened with hate.

Unexpectedly, The Hunter felt a surge of pain, burning against his back as an unknown unicorn fired at him. He stumbled forward a little, still keeping ahold of the crying baby in his tail. Angered, he tightened his fist with the rattle of his spikes shaking around his mask as he released an irritated growl.

Speedily, he swung himself around, ready to punch the guard who stood in his way.

This was no soldier, but Starlight. She presented a look of horror as she flinched, retracting her position a little as she looked away, gripping her eyes shut, expecting the agony that was to come.

"Starlight!" Sunburst shouted, just entering the room, horrified.

Frozen, Starlight held her hoof a little from the ground, completely afraid to open her eyes. She had hoped her blast would loosen his grip on Flurry Heart, but all it seemed to do was anger him. Despite this, the pain she imagined never came.

Slowly and reluctantly, the unicorn allowed her eyes to unlock, opening them. Starlight was muddled at the sight of the intruder, it looked as if he was ready to strike her, but he held himself back, trembling a little. Hesitating.

"Starlight..." He spoke, lowering his fist down.

The lilac unicorn remained how she was, but her face washed over with confusion. Her mouth hung slightly open, lifting a brow. Although she had just met this demonic creature, Starlight couldn't but notice that the way he was acting was odd, considering he had no problem dealing with the guards.

'Why is he just standing there?' Starlight thought to herself.

This moment of silence, discomforting and eerie, shattered when Sunburst's distressed voice called out, snapping the two out of their state and turning to the crystaller.

"Quick! He's in here!" The orange unicorn alerted, the sound of multiple hooves approaching.

The Hunter heard well of the guards approaching. Nonchalantly, he raised his sharp claws, smoke dancing around his blade-like fingers, casting some sort of spell.

Before the guards came into view, dark crystals began to appear in the open doorway, sticking and forming together like a spider's web, cutting off reinforcements. Before the passage was completely closed off by the swarming, murky crystals, Sunburst tried to enter, dragging his robe, but failed to enter.

"Starli-" His voice was cut off the moment all entrances leading into the main chamber were sealed.

"Sunburst!" Starlight exclaimed, her head twisting from left to right, noticing all passages barricaded by The Hunter's power.

Angered, standing her ground, the unicorn turned back to her enemy, her eyes forming like daggers as her horn began to glow, enveloped in a teal blanket of magic.

"I don't know what you're planning, but you're trapped in here with us. There's no way out, just give up Flurry Heart and go!"

Despite Starlight's warning, The Hunter looked beyond her. She turned back to notice that the entrance to the balcony was still open, one way out for the intruder.

Growing anxious, she looked back. Her eyes widened as if she was being haunted. As worriment began to bubble within the unicorn, her scared pupils raced towards Flurry Heart, bawling. Behind them, Cadence struggled, trying to set herself free from The Hunter's restraint, refusing to give up, fighting the smoke that gripped her hooves and wings from moving.

The Hunter took one step and promptly, Starlight stood in his way, denying his escape as she stood tall, although, she didn't reach the same level as the threat.

"Don't even think about it!" She shouted. "Give back Flurry Heart, then you might be able to leave."

The Hunter spoke softly, "I don't want to hurt you, Starlight. I don't want to hurt Cadence and I don't want to hurt Flurry Heart." He told, gently swaying his tail back and forth as if he was trying to comfort the crying baby alicorn. "This needs to happen, so move."

"What needs to happen?" She arched a brow, riddled by his response. "More pain? More Fear?" The confusion in her eyes was momentary. "There's enough of that going around! If you really don't want to hurt Cadence or Flurry Heart, then stop this. Just give up and leave!" The unicorn ordered, completely fixated on the intruder.

"Starlight. Move. Now," The Hunter ordered, taking another step towards her.

Intimidated, the lilac unicorn stood her ground, "The whole palace has been alerted, you can't possibly escape the empire!"

"Wanna bet?"

"This isn't a game!" Starlight barked, frustration filling her voice. "Do you have any idea what you're doing?!"

"I'm doing what's right!" The Hunter argued, pushing himself forward towards the unicorn that obstructed his path.

"By stealing a baby from her own mother!" Starlight shouted. "How is that right? How is any of this right?" The unicorn threw her hoof towards the captured baby. "Look at her... Look at them." She commanded.

Easily, The Hunter followed the command and stirred his head to the baby alicorn he held in his lengthy tail. Her crying had eased, but the frightened tears remained in her soft, puddled eyes. Although he kept the crying child comfortable, she continued to cry and fuss and squirm, resilient on letting her wings break free from his grasp, all while murmuring uncomfortably.

From the crying child he had tried to take, The Hunter turned himself around like Starlight commanded, his deadpan eyes absorbing the desperation, the struggle and fear that enthralled Cadence as she tried to break free from the restraining spell he had cursed upon her.

The Crystal Princess' eyes dripped with tears, staring back at The Hunter as she trembled, hanging her mouth open a little in apprehension. Cadence weakly shook her head, her voice reduced to a frightened whisper as she pleaded, "Please... Please don't."

Starlight's pupils shivered as she watched as the intruded take in the image of the two alicorns he was hurting and right now, she hoped this creature was coming to his senses. Her heartbeat echoed through her ears and The Hunter's silence only made her feel anxious.

Finally, he turned back to Starlight and dropped his posture a little.

This time, it was her turn to take a step forward, "You said you didn't want to hurt them, so don't." She eased, gently bringing a hoof up a little. "Do the right thing and give Flurry Heart back."

"I..." The Hunter began, at first, his voice was soft, but it was quick to flow with hatred as he clenched his claws. "I'm not doing this to hurt them... Just Twilight."

The way his voice changed only alerted Starlight, but she kept her composure and continue to reason with him.

Starlight spoke but stammered a little, "Wh- Whatever resentment you have against Twilight, it doesn't need to be like this. She's the Princess of Friendship, she can fix whatever problem you have, it's what she does."

"She had her chance to help," The Hunter shouted. "Now move!"

At this point, her words were going nowhere. She presented a scowl against her enemy. Carefully, she looked back to the wailing baby and aimed her horn at The Hunter's mask, focusing her fire as she unleashed a powerful blast.

For a brief moment, The Hunter's upper body became smoke, the magic Starlight had fired at him travelled through the smoke. Transforming back, he swiped his claw in the air, firing back at her.

Before the unicorn could process his attack, she felt something cold latch onto her horn, blocking all use of her magic as an aching sensation pulsed through her head. Starlight threw her head up and unlocked a groan from her mouth. Placing both hooves against her head, she gave a worried look, nearly collapsing to the floor. She tried to use her magic, but the dark crystals swarming over her horn prevented any use of spells.

"My horn! I can't use- What did you do?!" Starlight demanded with a shout.

"It'll wear off," The Hunter informed, walking past the weakened unicorn. "I didn't want to do that, not to you. But you can't stop this." He raised his tail a little, keeping Flurry Heart away from the unicorn.

The baby alicorn began to push her hooves towards her mother the moment she was getting further away from her, blubbering and wanting to be free.

In the grasp of panic, Cadence's eyes remained widened, her pupils dilated as she watched The Hunter nearing the balcony, ready to make his escape. With her mind flaming, scared out of her mind, she did whatever she could to break free from the inky restraints that chained her hooves and wings to the floor. Despite her effort, every attempt failed, it only exhausted her.

"No! Don't!" Cadence cried. "Please don't take her from me!"

She tried to teleport again, but whatever spell she tried to use to break free only ended with her head aching. Keeping a barrier around the Crystal Empire had drained most of her energy.

Scared just as much as Cadence, Starlight twisted her head from the struggling alicorn to The Hunter. Quickly, she leapt from the ground, charging at the monster who was ready to escape.

Hearing the sound of hooves stomping against the floor, he quickly turned around to the unicorn who pursued him. Before he had stepped out onto the balcony, he raised his clawed foot and gripped Starlight's head, bringing her to a sudden halt, unable to move any further.

The way she was held in place only prevented her from moving, she felt no pain, nothing of the sort. She clenched her teeth, trying to push herself forward, desperately hoping to break free her magic from The Hunter's restriction.

"Please, just stay down," The Hunter advised, speaking softly. "This is punishment and nothing can change that."

He released the defiant unicorn with a push, sliding her across the room as if she was in an ice rink. Before Starlight knew it, she was back in the centre of the chamber, slipping over herself. It was uncomfortable to hear Cadence pleading and fearfully struggling to break free, sobbing as the intruder was ready to leave.

"Starlight, please!" The alicorn cried. "Do something!"

Frantically, Starlight turned away from the restrained princess and watched as The Hunter placed his foot on the golden railing, ready to leave. She watched as the baby alicorn cried, trying to reach her while wiggling her tiny hooves.

Anxiety, paranoia, fear. It was all sitting within Starlight. She had trouble breathing, she had trouble moving and she had trouble thinking. Her magic was blocked by the inky crystals that were cemented to her horn, using any sort of spell was off the table. All passages remained sealed, reinforcements had been delayed and there wasn't enough time for Starlight to make it to the balcony with The Hunter vanishing into smoke.

Dazed, she worryingly gazed at him, her eyes wide and tight, her lips quivering. Her mind was racing, her composure was beginning to wander off as she watched him grip both claws onto the railing, smoke slowly enthralling him and the baby alicorn.

'What would Twilight do? What would Twilight do?' She silently questioned herself in a panic, over and over, hoping that an answer would be gifted to her, but nothing.

The princess was relying on her to save her child, the pressure was enough to make the poor unicorn collapse. Agonizing, the amount of stressful thinking was agitating until one thought popped up.

Starlight didn't take much time to think about it, in the heat of the moment, she finally rose herself off the floor, still trembling and threw a hoof to the intruder, shouting as loud as possible.

"Take me instead!"

...

After hearing her own voice, she turned stone cold.

Upon hearing her cry in desperation, The Hunter froze as well, the smoke that surrounded him cleared. Slowly and eerily, he turned his head back to the frightened unicorn.

"What did you say?"

Starlight's chest continued to rise and fall, her breathing cracking a little the moment she had recaptured The Hunter's attention. Briefly, she felt relieved, but dread was quick to snap that feeling into angst. She didn't take much time to think about what she had said, a part of her cursed her mouth for it, but if it meant saving Flurry Heart from this beast, then she'd be willing to do so.

"If... If this is punishment, then take me." She said, her voice cracked for a brief moment in uncertainty, but she was quick to drown her doubts when looking at Flurry Heart.

"You said you didn't want to hurt Flurry Heart or Cadence, so take me instead," Starlight offered. "I'm serious."

Cadence could only observe the unicorn sacrifice herself for her and her child. She wanted to be relieved, but not if costed another pony.

"Starlight..." The alicorn whispered.

Intrigued, The Hunter thought for a moment and looked at Flurry Heart, seeing the frightened baby try and reach for her mother.

"I don't know what you have against Twilight, but she doesn't need any more of this pain. But if there has to be punishment, then take me. As the Princess of Friendship's personal protégé and friend, put me in Flurry Heart's place."

Adjusting his claws from the golden railing, The Hunter broke away from the balcony and made his way back into the icy chamber, tilting his head, accompanied with the spikes slowly rattling around his mask.

"You want to get captured?"

Honesty brushed over her expression and voice as she shook her head, "No... No, I don't. But I will if it means keeping Flurry Heart and Cadence together. A mother shouldn't have her child taken away from her, they don't deserve this."

The Hunter looked back to a fearful Cadence, her resisting had come to a stop. Just then, he placed his eyes onto the baby alicorn. Flurry Heart's scared, wide eyes didn't take a liking to his ghastly mask and his colour-lacking eyes as she continued to whimper and squirm uneasily.

"No. They don't." He agreed in a low voice.

Snapping back to the unicorn he negotiated with, The Hunter elevated his claw from his side. Wisps of smoke curled and danced around his blade-like fingers, slithering in the palm of his hand as he targeted Starlight, unaware of what trickery he was casting.

Expeditiously, strands of smoke crept and emerged from the floor Starlight was standing on.

Horrified by the creeping bits and pieces of mist that surrounded her, Starlight winced in a panic when she noticed the whole of her body gripped by The Hunter's ghastly projections, taking the form of dark, skinny and skeletal hands as they lifted her from the ground with ease, carrying her like ants stealing food from a picnic.

The helpless unicorn couldn't help but squirm much like Flurry Heart, but her eyes narrowed down upon drawing near to her enemy.

This whole scenario felt like it was taken from a nightmare as Starlight struggled to break free. Swiftly, she was brought inches away from The Hunter's cold, dark eyes, barren of any life.

He breathed, "Fright... Chrysalis... I promise you, Starlight, I won't let them hurt you. But I... I may hurt you with the truth and only the truth."

Helpless, Starlight couldn't bring herself to move, she couldn't protest, she could only feel scared and puzzled. Even though the way he spoke to her was rather gentle, it only came off as disturbing.

Calmly, The Hunter began to back away onto the balcony, keeping the captured unicorn close, stepping out into the night. Finally, his tail loosened around Flurry Hurt, setting the baby alicorn free to spread her wings.

Both Starlight and Cadence watched as the baby alicorn was set free, flying straight towards her as an arrow fired from a bow, creating distance between her and the armoured creature.

Whatever dark magic held Princess Cadence back, the inky restraints vanished, erasing from her sight. Despite this, she didn't take time to observe them fade away.

Over and over, Flurry Heart's wings flailed against the air that welcomed her back from The Hunter's grip. Without any warning, she dropped down into her mother's forelegs.

She welcomed her daughter back in her embrace, sitting on the floor and breaking down into tears of relief as she held Flurry Heart close, nuzzling her, kissing her and refusing to let go. Like two pairs of shields, Cadence enclosed both wings around her and the infant.

Flurry Heart recovered her smile and babbled, "Buh-uh... Bah!" Just by looking at her eyes, her smile, she was thrilled to be back in the care of her own mother.

"It's okay, Flurry," Cadence cried, her voice shaking. "It's okay." Just by looking at the Crystal Princess, it looked as if fear had strangled her, but now relief took over and shined through her tears. "I'm here... I'm here."

Slowly, the alicorn forced herself to look up at both Starlight and The Hunter. She wanted to scowl at the intruder, but one simple act could change his mind and take away her daughter again. Although her hatred burnt for the monster that tried to abduct Flurry Heart, she could only look at Starlight.

Lost for words, Cadence couldn't tear herself away from the unicorn who saved her daughter. Astonished, she stared at Starlight with childlike eyes, desperately wanting to say something, to thank her for her sacrifice and bravery. Even though she had reclaimed her child, losing Starlight to this hunter didn't remove any of the fear she felt.

As Starlight watched the mother and child reunite, she offered the two one last small smile. It wasn't like Pinkie Pie's bright and cheerful, wide smiles, instead, it showed satisfaction and uncertainty. Twilight's protégé was relieved, much like Cadence, but saying that she wasn't scared would be a lie.

Hesitantly, she looked back to The Hunter. She exhaled and locked her eyes shut for a second, opening them back up to the fearsome mask that held her captive.

"I'm ready," Starlight confirmed with a sigh.

"I don't take pleasure in doing any of this," The Hunter confessed. "I hope you know that."

Right now, she felt like a puzzle, one that could not piece together how she was properly feeling about the situation she had dropped herself into.

In a heartbeat, both Starlight and The Hunter vanished from the princess' sight. Shadows had ensnared them, sinking them into darkness and disappearing. They were gone.

Starlight Glimmer had been taken by The Hunter.

Breaking down, Cadence could only let her tears slide down her face. She had failed Starlight... She had failed Twilight.

"Starlight... I'm so, so sorry." She choked.

Upon leaving the Crystal Palace, the coal-like crystals that sealed the many passages into the main chamber deteriorated, breaking and crumbling into nothing, granting access to the many guards that directed themselves in, wandering around and searching for the intruder. In addition to the doorways being reopened, the dark crystals that cemented over Flurry Heart's horn crumbled, allowing the infant to regain access to her magic.

The first thing everyone noticed was Cadence, crying, nuzzling and holding her child closely in the centre of the room. They were relieved to see that Flurry Heart was safe, relieved to see that the Crystal Princess remained unscathed.

"Your Highness, are you alright?" One of the guards asked, but failed to receive an answer.

Finally, Sunburst entered the room, in a frenzy, twisting his head from left to right. Much like the guards that had entered, he put his attention towards Cadence and Flurry Heart, hurrying towards them.

"Your Highness." He approached. "Are you okay?"

Wistfully, Cadence raised her head when her ears flinched upon hearing the familiar, frail voice. With a sniffle, she did her best to look at the crystaller with pools of tearful eyes. He looked around the room for his missing childhood friend, failing to spot her.

"Wh-Where is she?" He looked around the room. "Where's Starlight?"

"I'm... I'm so sorry, Sunburst." She forced her words out.

"Where's the intruder?" He asked again, but this time, putting the pieces together. At this moment, Sunburst felt his heart slowly sinking, "Oh... Oh no. Don't... Please don't say-"

"He took her," Cadence softly cried, still shaking. "He took her."

Author's Note

Ta-da! So, I can't help but feel like I've disappointed a few people here. So The Hunter has taken Starlight instead of Flurry Heart, this was a decision that was always going to happen. Fright wanted Flurry Heart to begin with, but The Hunter... He has other plans. So expect our deranged alchemist to be a little furious with his darkling's choice.

Anyway, 2019 is here! Happy New Year everyone! Thank you so much for reading this chapter and to everyone, thank you so much for sticking around for this long. I know, I'm a slow writer and I should have gotten this story finished a long time ago, but this year, I'll be doing everything I can to work faster and getting the story finished. I won't rush it, but I'll try to tell myself to write better and not get sidetracked. Plus, I'll be publishing more chapters rather than just one a month. If I'm fast enough, I'll be publishing the next one soon.

Thank you and I hope you stick around to see how this story ends. I hope everyone had a Happy Holiday and a great New Year's Eve! Let your 2019 be filled with joy!

Chapter 42 - Aching Anxiety

"Twilight..."

"Twilight..."

"Twilight..."

Fear was right behind her red, watery eyes, lips slightly parted and hardly breathing at all, stricken with horror as she absorbed the troubling news Princess Celestia disclosed. Twilight was in disbelief, completely shattered. This feeling of angst didn't just take away her words, it paralyzed her. Both ears picked up the sound of the princess' delicate, concerned and soft voice, but the young alicorn was unable to answer at this difficult moment, she was lost in her own worries. Gently, the alicorn blinked, only providing discomfort towards her heavy, wet eyelids. Shaking much like a scared filly who had woken from a nightmare, the Princess of Friendship was slowly breaking out of her shocked state as her petrified, small pupils began to shiver, much like the rest of her body.

Her protégé, another friend had been captured. Taken by The Hunter.

Canterlot's throne room only contained four souls, four troubled ponies. Twilight, Celestia, Luna and Shining Armour. The three ponies all stared at the young alicorn with worriment in their eyes, trying to bring her out of the senseless world she was in.

Finally, she looked up to the graceful, white alicorn, who showed only empathy and comfort towards her.

"He... He took Starlight..." Twilight whimpered, her voice diminished greatly by the dread that consumed her.

Looking at her with sympathy, Celestia condoled, "I am sorry, Twilight."

"They're doing this to get to me." The young alicorn sniffled. "Hurting Spike wasn't enough for them and now they're targetting my friends." In a sudden flash of anger, she stomped both hooves onto the ground, "I should have been there! Maybe I could have- I-"

Lightly, Celestia placed a hoof under the young princess' chin and spoke softly, "I am distressed as you are, but Starlight made a sacrifice. She made a choice so she could keep Flurry Heart safe, to keep Cadence safe. What she did was noble to keep them together from The Hunter. But I promise you, we will find her."

Shining Armour couldn't stand to see her sister in such a disturbed state, it pained him. It was obvious just by looking into his eyes that he held hatred for The Hunter and the rest of his enemies. Although his anger rose like smoke from a chimney against, he couldn't deny the trepidation freezing over his stomach. The fact that his home had been infiltrated and her daughter was almost taken away filled him with chills. Both his daughter and wife were on his mind, hoping that they were alright after The Hunter's attack.

"He's gone too far." He growled. "Who does he think he is? Attacking my wife and trying to steal my daughter. What did he even want with Flurry Heart anyway?"

"I'm afraid we do not know The Hunter's true intentions, but Cadence did specify in her letter that no harm would come to her," Luna informed, turning away from the frightened alicorn.

"And you believe him?" He asked, almost shocked.

"I don't know what to believe, but what we do know is that the treacherous Queen Chrysalis and Fright are moving ahead with their plan." The Princess of the Night told.

"However, what they'll do next remains a mystery," Celestia added solemnly, her expression wearing only angst.

"A mystery we must prepare for," Luna instructed, giving a determined look.

"They're going to hurt Starlight," Twilight shivered. "We need to find her, we need to find them!"

"I'm afraid there's nothing we can do," Celestia sadly confessed. "We know nothing of their location, we don't know where they are. I am sorry."

"No... No!" The young alicorn raised her voice. "I gave up when Spike needed me the most, I'm not repeating my mistakes again! Both him and Starlight, they don't deserve any of this, I'm going to find them!"

"Twilight," Celestia eased. "Starlight is strong and she needs you to be strong. We will find them, I'll make sure of it, but right now all we can do is wait until they reveal their next move."

"Maybe not," Luna approached. "Tonight, I will do everything I can to contact your protégé in her dreams, and if what you say is true about Discord supporting us from the shadows, then I'll do everything I can to contact him as well. I promise you, Twilight, I won't stop until Starlight is located."

With her erratic breathing calming, the Princess of Friendship nodded her head and sighed, "Th- Thank you... Thank you, but there has to be something we can do now. There's no telling what she could be going through."

"Right now, you need to rest," Celestia soothed. "Today, you have done so much to help your friends. You cannot strain yourself. Leave Starlight and Discord to us."

"But-"

"We will inform you when we have made contact with one of them," Luna notified. "My sister is right, you need some rest."

"And what about Cadence?" Twilight asked, tilting her head a little.

Before any of the Royal Sisters could respond, Shining Armour interjected, causing all eyes to target him.

"I believe it's time I relieved my position here in Canterlot and return to the Crystal Empire." He answered.

The Crystal Prince possessed a stern look, his eyes glazed over with seriousness as he stood tall, wishing for no objections, however, this only raised many questions for Celestia.

"Shining Armour." She calmly addressed. "I don't think that would be wise, not in the state Equestria is in."

"With all due respect, Princess." He responded back, his voice holding back irritation. "The Crystal Empire is my home, Cadence and my daughter need me. You can't just deny me to see my family!"

"I'm not trying to do that," Celestia disagreed, almost looking hurt by the unicorn's tone. "But we all know wandering about the open lands of Equestria isn't an option, not after the breakout."

"I appreciate your concern," Shining Armour sighed. "But they're my family. After what happened, what The Hunter did and what he tried to do, Cadence will need me by her side. What if something like this happens again? Flurry Heart would have been taken if it wasn't for Starlight, they could be back and I need to be there in case they try something like this again."

"But what of Ponyville?" Luna questioned, arching a brow. "When we take back that town, our soldiers will need you. We'll need you."

"The Royal Guard can manage just fine without me." He told, a little bit of anger infiltrated his tone. "Just... Please..." Whatever rage he had boiling in his blood, he did his best to let it fade, calming himself. "This is my family we're talking about. I don't know what I'd do if Starlight didn't intervene with The Hunter's plan."

At first hesitant, Celestia and Luna exchanged looks of uncertainty, until the elder alicorn let her eyes gently shut and respond with a nod, unlocking her eyelids and showing empathy.

"Very well, Shining Armour." She granted. "I understand your worries. I won't deny you seeing Cadence and your child, but please, I wouldn't approve of you leaving immediately."

"My sister is right," Luna joined in. "Night has fallen upon us, with the prisoners of Tartarus lurking in the dark, your journey may be riddled with danger. I advise you wait until tomorrow."

Although he rejected the idea of waiting, he couldn't deny that Princess Luna withheld a point. With a sigh, Shining Armour agreed, "I understand. However, Holly and I will be taking an airship and depart first thing in the morning... I hope that won't be a problem." He said, nonchalantly.

"Not at all." The elder alicorn said.

"And Twily." The Crystal Prince his head to the side a little, gazing at his sister.

Snapped from her own little word, Twilight stared at her brother, hearing his gentle and calm voice which was a sudden change from before.

"You're welcome to come with me." He kindly insisted. "You and your friends. Maybe Starlight left a clue, we could investigate."

"I... I don't know... I..." She stammered, still trying to rekindle her composure.

"Perhaps you two should get some rest," Celestia advised. "It's been a long day and we need to prepare for tomorrow, whatever comes our way, we need to be ready."

She turned to Shining Armour, sympathy invading her voice and eyes, "You have every right to be upset with me. It was wrong of me to keep this information from you... Both of you. I thought it'd be best for you to heal first before informing you on more stressful news. I hope you understand."

"Just... Just forget about it." He breathed, empty of anger, but filled with exhaustion. "Come on Twily." He gestured his hoof, heading to the exit.

Fear made her limp, the way she moved was almost similar to watching a filly walk for the first time. However, after the first few steps, the Princess of Friendship managed to forge her path just fine, although, the Royal Sisters could still see the trepidation glued to her legs.

"Rest easy, Sparkle," Luna cooed.

Twilight didn't bother to say anything, not in an act of rudeness, but a lot played on her mind. Starlight was in the hands of The Hunter, the masked vandal who despised her.

Shining Armour along with his sister had left. Both sisters looked at each other, exhausted and worried, but they had work to do. The worst was over with.

"You did the right thing, sister," Luna approved. "I know it was hard, but they needed to know."

Celestia unlocked a sigh, "I know. But this shouldn't be happening, we must put a stop to this madness quickly." She turned to her sister. "Please, do everything you can to contact Discord. We need him if we're going to find the changelings."

"I will do everything I can." The Princess of the Night nodded.

"What?!" Twilight's friends gasped.

When she broke the news about the recent attack in the Crystal Empire, they all reacted differently compared to the young alicorn. Instead of stunned, silent and mangled with dread, each and every one of her friends were shocked to the core but raised many questions. Everyone in the guest room had widened eyes, their mouths hung open as shivers crawled through their bones.

"So, what happened exactly?" Rainbow Dash asked, hovering in the air with disbelief in her eyes.

Twilight breathed out heavily, doing her best to maintain her composure, explaining carefully, "According to Cadence's letter, The Hunter broke into the Crystal Palace, tried to abduct Flurry Heart until Starlight intervened. She managed to save her but costing her own safety. They have her, just like they have Spike."

"That doesn't make a lick of sense," Applejack said, baffled. "If The Hunter nearly had Flurry, then why would he suddenly change his mind and snatch Starlight instead?"

"That's not our concern right now, Applejack," Rarity put aside. "Starlight needs us."

"What can we do?" Fluttershy quietly asked. "We don't know where they are."

"And I thought nothing could ruin this day!" Pinkie Pie screamed into her hooves. "Nothing!"

"I say we charge down to Ponyville, take our home back from those rotten Diamond Dogs and make them talk!" Rainbow Dash growled. "They have to know something about the changelings' hideout."

"That's not such a good idea, Rainbow," Applejack allayed.

"Applejack's right," Rarity backed up. "With the contraptions the Diamond Dogs possess, we'd only be putting ourselves in danger."

"Well do you two have a better idea?" The cyan pony asked.

Taking some time to think, it was evident on Rarity's face that she had trouble with her thoughts, she looked puzzled while Applejack turned to the struggling alicorn.

"Um, Twilight. What should we do?"

Doing her best to hold herself together, she shook her head slowly, "I don't know. Princess Luna is doing everything she can to make contact with both Starlight and Discord in their dreams but with each second passing by, something terrible could be happening." The Princess of Friendship informed solemnly, lowering her down in what appeared to be in shame. "I can't believe I've allowed this to happen... Again..."

"This isn't your fault, darling," Rarity eased.

"Yeah, no pony could have expected this," Fluttershy comforted.

"Well, I should have!" Twilight exclaimed, whatever frustration she bottled up only irked her. "I'm a princess, I should have known they'd so something like this after what happened to Spike. They've made it clear that they're targetting my friends and... and..." Draining her own breath, the alicorn halted her words for a moment. "He really was right, wasn't he?" The alicorn choked. "No one is safe."

Silence fell upon the ponies as they exchanged looks of concern to one another.

"Listen here, sugarcube," Applejack approached. "What Starlight did for Princess Cadence and her foal was mighty brave, but this isn't somethin' ya can blame yourself for. Ah know ya worried, ah am too, but Starlight's strong, and you know that."

"She did what was necessary to keep the princess and her daughter safe," Rarity added. "It wasn't just brave, it was noble."

"Yeah!" Pinkie Pie chimed in. "In fact, she's kind of like you!" She looked at the lavender alicorn. "Smart and brave, you're both shades of purple and you're knowledge of magic is as big as my party cave." She smiled, doing her best to cheer up the struggling alicorn.

"We'll get them back," Rainbow Dash assured. "All we have to do is wait until Princess Luna makes contact with Starlight."

"And Discord," Fluttershy added. "I'm sure he could still help us."

"I hope so," Twilight uttered. "I'm proud Starlight stepped in to save my niece, but it doesn't make it any better now that Chrysalis, Fright and The Hunter have her." Worried, she averted her gaze from her friends and pondered, unlocking a frail sight, "Wherever she is, I just hope she's okay."

As the alicorn turned to the clean window of the room, she stared out into the young night. What her enemies were planning with Starlight haunted her. Helpless, Twilight wanted things to go back to the way they were.

"Shouldn't we... I don't know," Rainbow Dash began, twiddling her hooves around as she looked at her friends. "Form a plan? Stage some sort of rescue?" She suggested.

"We need details," Rarity answered. "We can't just arrange a rescue if we're unaware of what we're up against."

"I suppose waiting is our best option," Fluttershy quietly joined. "I know it's frightening to not know the answers, but what else can we do without knowing where they are."

"They could be anywhere!" Pinkie Pie said. "They could even be in Ponyville!"

"That may be likely, Pinkie. After all, those depraved Diamond Dogs are there." The alabaster unicorn said with a shiver.

"We won't know until Princess Luna finds Starlight's dream," Applejack declared. "It's been a long day and ah think we should give the princess sometime. When Luna knows where she's being held, then we'll discuss what we'll have to do. Alright, girls?"

As the others agreed with the cowgirl, they had faith Luna would find their missing friend and know her location, but despite their hope, no one could deny the trepidation crawling over them.

"Are you going to be okay, Twilight?" Fluttershy asked as concern took over her eyes.

A few seconds passed while the alicorn formed her words, snapping out of her deep thoughts as she responded with a voice of assurance, although, it was weak, "Yeah, I'll be fine." She stated, a smile failing to cross her face. "I just need some time alone with my thoughts."

Just as the Princess of Friendship turned to the door, Pinkie Pie was quick to block her path, shaking her head rapidly as her back connected with the bedroom's door, "Nuh-uh. Not gonna fly, Twi." She denied softly, not showing any sort of anger and it was evident as a small smile stayed intact on her pink face.

With an arched brow as she leaned her head a little to the side, Twilight presented a confused stare upon her friend, "Um, Pinkie... What are you doing?"

"Stopping you from being lonely. You've been alone throughout most of the day and it's not right, not for you. You're the Princess of Friendship and you need your friends, especially after all that's happened."

Amused, Twilight lifted a smile. It was small and frail, however, it did bring comfort as she recognised Pinkie Pie's kindness.

"Pinkie, I appreciate your concern, but I'll be fine."

"I don't know, Twi," Rainbow Dash hopped into the conversation. "I mean, she does have a point."

"You could use the company," Rarity interjected.

"And ya must be hungry, ya did wake up late after all," Applejack convinced. "And am assumin' ya skipped breakfast."

"I don't know girls," Twilight said with a hint of uncertainty. "I just don't feel like doing anything."

With a sigh, Applejack approached the struggling alicorn, "Listen sugarcube, we're all worried about what's gone down recently, but ya can't keep doin' this to yourself. Ya need ya strength."

"The night's still young. Why don't we take you out for the night?" Fluttershy suggested. "That's if you want to." Her confident voice was quick to transform into a whisper.

"See!" Pinkie Pie beamed. "Even Fluttershy's on board with us. Come on, Twilight. I'd give anything to see you smile again. Even if it was just for a second."

As the alicorn looked around the room, gazing at her friends who supported her. With a defeated sigh, a smile rose as she spoke, "Alright."

Pinkie Pie's face conveyed pure happiness as she moved from the alicorn's path.

"I know just the place that'll satisfy your hunger, dear," Rarity made way for the door, her friends following.

"Yeah, and we'll come up with a plan to get Spike and Starlight back!" Rainbow Dash assured, hovering out of the room. "We'll take the Daring Do approach!"

As her friends left, Applejack turned back to Twilight and said, "Ah'm mighty sure Princess Luna will find Starlight. Just remember, ya don't have to deal with this alone, we're all in this together."

"That's what I'm afraid of," Twilight quietly mumbled under her breath.

Sadly, the Princess of Friendship and inhaled deeply, marching out of the guest room and following her friends.

She felt something different when she was with her friends, she almost felt afraid to be near them after finding out The Hunter's most recent capture. Although her friends were her strength, Fright easily demonstrated that they could also be her weakness. She didn't want to lose anyone else.

No one else needed to suffer.

Staring off into space, admiring her night, the darkness that obliterated daylight shined their stars that dreamed for attention. Once again, this was sadly not another night for Luna to properly appreciate her work. From her bedroom, reaching out from her balcony, she continued to gaze off into the night with her thoughts running wild like a stampede, that was until her pondering came to an abrupt halt.

Luna's eyes widened as her ears flinched upon hearing the familiar and delightful sound of Pinkie Pie's voice. From her balcony, she watched as the pink pony and the rest of her friends leave the Royal Palace. They all looked cautious and the Princess of the Night took notice of how the Element of Laughter did her best to lighten the mood. She couldn't resist the smile creeping over her.

"Don't worry Twilight, I'm sure Princess Luna will find Starlight faster than Rainbow Dash clearing the skies." She smiled, turning to the alabaster unicorn as she took the lead from her friends. "Hey Rarity, what's this place you had in mind?" With a sudden gasp, she squealed in delight. "Please tell me it's what I'm thinking?"

Amused, Rarity responded with a light chortle, "If the establishment you're thinking of is The Tasty Treat, then you are quite correct, darling."

The Princess of the Night continued to watch as the six ponies carried on with their path, however, she took notice of how Twilight faltered in her steps, falling behind from her friends a little. Her smile faded upon seeing the worried alicorn. Concerned, but determined to make things, Luna took her eyes off the Princess of Friendship and the rest of her friends and put her focus back on the night sky.

"I'll find her, Twilight," Luna confidently whispered to herself. "I promise. I'll find them."

Chapter 43 - Contact and Conflict

Paralyzed, scared and lost. All alone in a world that was dark and grim, Starlight's eyes snapped open wide and alert as she took in her new surroundings. Slowly and cautiously, she lifted herself off the cold ground, keeping her breathing steady while surveying the landscape, confused about where she was. Immediately, she noticed how everything she saw was made out of crystals. The ground that her hooves made contact with, it was all crystal. Abnormal shards and fragments stuck out from the crystal ground, but they didn't shine or offer any colour. They were dim, dark and depressing to look at.

Whirling her head left and right, she looked around and saw that she was lost in a crystal word. A world that lacked any light, only mist and darkness.

"Hello!" Starlight called out. "Is anypony here?'

Sadly, the unicorn failed to receive a response, but maybe that was for the best. After all, it was unknown what type of creature lurked around in this area. Starlight pushed out a sigh and did her best to recall what happened or how she ended up in this strange location, pressing a hoof up to her head.

Fragments and pieces of her memories flowed back into her mind, remembering The Hunter's attack, saving Flurry Heart and being taken, but that was it. She looked hurt upon remembering, scared of where she had been taken to. But then, something else clicked. However, before she could go on, her wild pondering and careful recollecting of memories were disconnected from her concentration. Starlight's ears flinched when hearing a ghastly growl.

Quickly, she whirled herself around and took notice of the darkness, the pitch black that consumed the rest of the world. Fear was held in her eyes and as she hesitated to speak, wanting to sound fearless, but her voice came across as a whimper.

"Who's there?"

After a few seconds of hearing her own voice, Starlight continued to stare off into the distance. Creepily, the mist grew stronger and the darkness felt like it was closing in on her. What she saw next was enough to pierce her soul.

Emerging from the darkness was a mask. The pale, emotionless, skull-looking mask with lifeless eyes, thirsty for vengeance.

Starlight's face dropped with horror, realising the darkness was staring back at her. The creature that abducted her, The Hunter... Ready to attack.

With her breathing growing erratic, scared for her life, the unicorn took off, running.

Starlight ran, her hooves pressing against the murky, crystal ground. She tried to keep her breathing steady but knowing that she was being chased didn't help, not one bit. Scared, she looked back which was a horrible mistake.

Swiftly, the mask of The Hunter was right on her tail, hunting her down. When the mask crept behind her, the mist and darkness followed, consuming everything in its path.

Her blood ran cold when the lifeless mask hovered with the darkness accompanying it. Terrified, the unicorn wanted to freeze and hide, but her body wouldn't allow it and it was for the best.

Swiftly, she travelled through the unknown, crystal land, evading the dark shards and spires that tried to block her path. Coming into sight, she noticed a wall forming, much like the terrain, it was crafted from the same miserable and dark crystals, blocking her path.

"No, no, no," Starlight gasped, scraping her hooves and coming to a halt. "No!" She yelled in frustration.

With great might, concentrating on all of her magic, she tried, but couldn't perform a single spell, not even a teleportation one. She looked up to her horn to see it was still cursed, corrupted by The Hunter. Making an escape would be hopeless. Whirling herself around, she watched as the floating, daunting mask that was advancing towards her, dagger-like claws forming from the mist as it was ready to attack. Inches away from its prey, the darkness followed, soon to consume her.

Scared, the unicorn flinched and closed her eyes, slouching against the dark, crystal wall that blocked her path. Frozen in fear, Starlight clenched her teeth in agony, tightening her eyes shut, away from the nightmarish creature.

Ghastly whispers and eerie shrieks filled the unicorn's ears until a loud, booming voice roared throughout the land. It didn't scare her, because it sounded familiar.

"PERISH FOUL CREATURE!"

Starlight promptly opened her eyes as the Princess of the Night crashed down in front of her, landing perfectly and standing her ground. Brightly, through the darkness, the alicorn's horn illuminated brightly, ridding the darkness away from them both.

Just as the masked creature was inches away from both of them, the pale mask fractured upon making contact with the light glowing against Luna's horn. Instantly, the mask shattered into a thousand pieces and vanquishing the darkness away, crumbling the crystals the two ponies stood on.

Like a painting being washed away, the world Starlight was placed in faded into nothingness, just a white terrain as if she had been drawn onto a piece of paper. It was bright and clean, free from the horrible, gloomy world she was in before.

Shaking her head left and right, trying to steady her breathing, she looked around, "What- I- What was-" Putting a stop to her incoherent mumbling, she took a deep breath in and exhaled, looking upon the Princess of the Night.

"Princess Luna." She began to talk again, her voice no longer rattled or shaken, but it did carry confusion. "How did you... Wait... Is this a-"

"A dream." The alicorn finished, looking relieved. "I have been searching for your mind since I learnt of The Hunter's attack on the Crystal Empire. We worry for you, Starlight. Where are you? The Hunter, has he hurt you?"

"No, I'm fine," Starlight assured. "I... I'm not sure where I am." She stated with a worried look.

"Our time is brief," Luna breathed, her eyes showing distress. "Twilight is worried sick about you, we are all worried."

"What about Cadence and Flurry Heart, are they..."

"Thanks to you, they're safe." The Princess of the Night said with the nod of her head. "What you did was very noble, but we must know, where are you? Where did The Hunter take you?"

It hurt the unicorn to remember, to think back. She held her hooves to her head and looked deep into her memories, searching for the answer the princess sought.

"It's all fuzzy, I can only remember pieces." Suddenly, Starlight's eyes widened. "Wait! I... I remember an airship, it was dark and changelings were swarming around as if it was their hive."

Averting her gaze away from the unicorn, Luna whispered, "Chrysalis' airship." This left the alicorn slightly troubled more than it did satisfied. "Do you know where they are heading, where they last where?"

"We weren't far from the Crystal Empire and then everything went black and cold... That's all I remember before seeing the airship," Starlight confessed. "The Hunter, he's done something my horn, I can't use my magic."

"Do not fear, Starlight," Luna comforted, lifting a hoof to the unicorn's chin. "We will find you. Twilight is determined to get you back, we all are. Just hold out a little longer, we will find you and stop this madness."

Before Twilight's apprentice could speak, the world around them began to ripple.

"What's happening?" Starlight questioned, frightened as she looked at the world erasing from her sight.

"You're waking," Luna answered, she, too was fading away from the unicorn's sight. "Don't lose hope, we will find you soon."

"Princess Luna, wait!" The unicorn threw a hoof towards the alicorn, hoping she would stay a little longer.

Sadly, everything around Starlight faded into darkness, the dream she was began to deteriorate. She was waking up.

"And that's all I could gather from her," Luna told, opening her eyes to the six ponies that stood before her. "It took a while to detect her dream and I wish I could have collected more information, but not even Starlight knows much about her location. Only that she's being held in Chrysalis' airship."

As time melted away, Twilight and her friends found themselves in the throne room of the Royal Palace. It was impossible to deny the nobility the area held. The anxiety that rattled the alicorn failed to depart from her body, but once she heard the news of Luna making contact with Starlight, she thought she'd feel relieved, but it didn't do much to ease the worries that revolved around her brain.

Princess Celestia descended from her throne and approached the six ponies, standing next to her sister.

"So she doesn't know whereabouts in Equestria she is?" Twilight asked with a worried expression. "Doesn't she at least know where they're heading?"

"I'm afraid not," Luna said with the shake of her head. "When I found your apprentice, she seemed to only remember pieces of where The Hunter had taken her."

"If they're constantly on the move then they could be anywhere!" Rainbow Dash interjected.

"Isn't that technically a good thing," Pinkie Pie joined, her voice riddled with uncertainty. "If they're travelling around Equestria then surely someone's gonna spot them. Someone from the Crystal Empire, Yakyakistan, Fillydelphia, Baltimare, Los Pegasus, Girffonstone, Vanhoo-"

"We get it, Pinkie," Applejack said, placing her hoof over the pink pony's mouth.

"She does have a point," Rarity commented as she looked at her friends. "If they're traversing the land then someone's bound to lay eyes upon their vessel."

"But they could be heading anywhere!" Twilight exclaimed. "We can't just wait, we need to find them as soon as possible!"

"What about Discord?" Fluttershy inquired as she stepped forth, curiosity dwelling in her eyes. "By any chance did you come across his dream?"

"Apologies, dear Fluttershy. I have failed to locate Discord's dream in quite some time." The alicorn answered.

"Oh..." The pegasus glumly uttered, averting her gaze from the princess as she looked down in dejection.

"Why's that?" Pinkie Pie asked. "Hasn't he been sleeping?"

"Unlikely, but he is the Lord of Chaos, with his magic, he can choose to remain undisturbed. However, I will keep trying."

"We don't know when we'll make contact with Discord, I propose we track down their airship ourselves!" Rainbow Dash exclaimed.

"Without Discord, tracking them will be hard," Princess Celestia informed. "However, I believe a certain ally could help us."

"Oh! Oh!" The pink pony raised her hoof, hopping up and down. "I love Twenty questions!"

"Not now, Pinkie!" Her friends cried in unison causing the pink pony to retract a little with a sheepish smile.

Placing her focus back on the tall alicorn, Twilight paced through her memories, thinking of her allies until she ran out of ideas, "Princess Celestia, who are you talking about?" She quizzed.

The graceful alicorn simply answered with a slight smile that glittered over her face, "Thorax."

"Thorax," Applejack repeated in a tone of confusion.

"He knows Chrysalis better than anypony," Celestia stated. "He and his reformed changelings might be aware of their former queen's hideouts."

"Do you think he'll help?" Fluttershy asked.

"Yeah, Thorax isn't really the warrior-type," Rainbow Dash commented.

"Just because he chooses to be more gentle than audacious doesn't mean he can't be any help to us, Rainbow Dash," Rarity disputed. "Let's not forget that he is a king as well."

"Although it isn't in Thorax's nature to fight, I'm sure he'll do what he can to protect his friends and subjects from danger," Celestia assured. "He may know where Chrysalis is hiding or how to track her." Gently, the Princess placed a hoof under Twilight's chin, fixing her gaze directly at her, "Tomorrow, we'll seek out the changeling hive and find Thorax. I have a feeling he'll know something about Chrysalis' hideouts." She motioned her gaze towards lavender alicorn and smiled. "I know he'll help us Twilight. We will find Starlight."

Briefly, Twilight pushed a smile through her anxiety as she looked up at the tall alicorn, hope slightly building back up into her system.

"You can count us in too!" Rainbow Dash chimed in, followed by her friends approving. "I'm hoping to get a rematch against that hunter!"

Instantly, the lavender alicorn's ears flinched and her eyes widened at the idea as she quickly whirled back to all of her friends and denied with a shout, "No!" Just by her expression, panic washed over her.

The way Twilight was quick to deny the pegasus' request startled her friends, Fluttershy and Pinkie Pie even flinched. Applejack and Rarity traded looks of concern while Rainbow Dash floated back down to the floor. Even Celestia along with Luna looked puzzled.

"Twilight," Celestia softly reached to the younger alicorn.

Clearing her throat, she lowered her voice, "I mean no. You can't," Twilight said. "None of you are coming with me."

"What?" Her friends responded in disbelief.

"Twilight, ya can't be serious," Applejack brooded.

"We can't let you go without us," Pinkie Pie backed up, her eyes tight and worried.

"You can." The Princess declared, looking for no argument. "You're all better off here than out there. I'm sorry, but this is for the best."

"But why?" Fluttershy wistfully asked.

"Darling, we can understand your trepidation," Rarity cooed. "But we're your friends."

"Don't you get it?" Twilight questioned, pointing both hooves to her. "They're doing this to get to me, all of this!"

"Now Twilight-" Before Applejack could fully step into the conversation, the alicorn was quick to resume.

"We all saw what happened back at Tartarus. Chrysalis, Fright... The Hunter. They won't stop until they get what they want." Afraid, her words beginning to halt, Twilight did her best to keep herself from crumbling into the hands of anxiety. "They'll target everyone close to me just so they can make me scared! That's what happened with Spike and now Starlight."

"You can't just push us away," Rainbow Dash stammered. "We're a team."

Twilight's breathing looked unstable. With whatever strength she had, she did her best to maintain her calmness, although, her expression only conveyed discomfort, "We all saw the announcement... We all saw what Fright did to Spike. They're hurting those who are close to me. I've already lost Spike and now I've lost Starlight. I'm not losing anyone else to them." Frustration took over as her right-wing unfolded from her side, bringing it to her head. "I'm not losing anyone else." Upset, the alicorn gritted her teeth as dismay took over.

With a sigh, the alicorn slumped over a little, "Chrysalis was right, Spike suffered because of me." It pained her to say it, that the treacherous queen was right, it stung her heart and left nothing but a burning sensation. "I don't want anyone to suffer the same way he did, no one deserves that kind of pain, not him, not Starlight and not any of you." Weakly, she raised a hoof to her friends.

Her friends, they could see the stress, the worriment and fear brewing in the alicorn. All they could do was just look at her in sorrow.

"Oh, Twilight-" Just like Applejack, before Rarity could aid her scared friend or even speak, she was quickly denied.

"Please!" The Princess of Friendship desperately pleaded. "Just... please. Stay here where it's safe, that's all I'm asking. I don't want to lose any more friends. I refuse to lose anyone else to Chrysalis, to Fright and this Hunter."

Silence, it brushed over them softly, much different than the eerie stillness back at Tartarus. Her friends wanted to object to the alicorn's request but arguing would take them nowhere. They were quiet. They all took in the stress and paranoia Twilight carried. Concerned, they wanted to say something, anything to help free her friend break free from the chains of despair.

Softly, a wing brushed around the distressed pony's shoulder, causing Twilight to look up to the heavenly and elegant alicorn, her colourful hair flowing and waving like a gentle stream. Celestia's voice lightly reached out to secure the young princess in a world of comfort as her violet eyes cushioned her away from anxiety and paranoia's claws.

"Twilight, may I speak with you alone," Celestia requested tenderly.

She didn't need to respond, Twilight raised herself up a little and walked alongside her predecessor, leaving the throne room. Her friends watched the two alicorns left, only to feel weighted with anxiety themselves. The way her friend just crumbled down in apprehension was enough for them to feel empty of words.

"What are we going to do?" Rainbow Dash queried. "We can't just let her leave without us? What if she ends up getting captured?"

"She's frightened," Luna clarified calmly, motioning her head a little to the ponies that stood before her. "Her fears are driving her to push the closest ones away. She's not doing it in an act of selfishness, she's just scared."

"With all due respect, Princess," Applejack said, taking off her hat and bringing it close to her chest. "We're all a little on edge."

"Then you should know the feeling consuming Twilight," Luna deflected smoothly. "She needs to understand that what happened to Spike and Starlight wasn't her fault."

With a sigh, Rarity diverted her sight to one of the glass stained windows with drained eyes, "I hope the poor darling's doing okay. I hate to imagine what she's facing right now."

"Starlight's strong," Fluttershy commented. "If anypony knows how to deal with the changelings, it's her."

"I hope you're right, Flutters," Pinkie Pie nodded. "But how are we going to convince Twilight to let us join her."

"I'm going no matter what she says," Rainbow Dash declared, shooting herself up into the air, her wings battling against the air.

"Do you think it's a good idea if we accompany her?" Rarity asked the Princess of the Night. "She was rather distraught about it."

"With Spike and Starlight in the grasp of our enemies, Twilight fears for you all. She thinks that distancing herself will help, but that's only because trepidation plagues her mind. She does not know that this is what Fright wants," Luna breathed. "In time, she'll discover that she'll need her friends by her side now more than ever."

"Ah hope ya right, Princess," Applejack mused, placing her hat back on. "Ever since last night, things have been difficult."

"But we can't make this difficult anymore," The cyan pegasus urged. "If we're going to save Starlight, then Twilight's going to need all of us by her side. It's how we've done it in the past and it's how we can still do it now. We can't let her be afraid of what could happen instead of what has happened."

"Starlight needs us... All of us."

Shedding away the sleep from her brain, Starlight opened her eyes, taking a while for the blurriness to clear and wait for her vision to restore. Cold and slightly aching, the unicorn's back was slouched against a chilling surface that irked her. Waves of memories pushed deep into her brain as she collected Princess Luna's words from her dream.

Finally, her sight cleared and her eyes widened in fear, horror grasping her breath. Starlight didn't get to investigate the room she was in, she could only witness the sinister pair of green eyes piercing her soul and the unpleasant, sharp teeth grinning at her. The tall-looking changeling had waited for her to wake up, ready to begin her torment.

"Wakey, wakey..." Chrysalis whispered with a crazed hiss.

Author's Note

Please read!

Originally, this chapter was meant to be much longer and meant to cover Starlight's predicament along with the villains' side of things, but I'm having some trouble right now. Here's the titles of the upcoming chapters I have brewing:

I've made a drastic change to this story, adding in Thorax and his new hive which means all previous chapters have been fixed up to the changeling's rehabilitation. For example, Starlight being unaware of who Chrysalis was in chapter 6 has now been fixed. The reason behind this is because I plan to make the interaction between Starlight and Chrysalis a little more meaningful.

I know I have a lot of problems when it comes to writing. I'm slow, I tend to be repetitive, I guess I have trouble with pacing and I tend to be repetitive. (Little joke there). But now I've redirected Fear Within's route. Nothing big has changed, I've just decided to bring some parts earlier rather than later. So the storyline hasn't changed, just some events will arrive sooner.

Initially, I was going to bring out chapter 44 today as well, but as I'm going over it, it just doesn't read well. It feels like a chunk of my knowledge for writing has just sunk and left me clueless to continue. I'll do my best to carry on, but right now I feel mindless to proceed.

Thanks for reading!

Chapter 44 - Behind the Mask

When the blue sky faded, making way for Princess Luna's night sky, no clouds interfered with the stars gaze. Vast and clear, anyone would appreciate the beauty of the night if panic hadn't spread like wildfire. Tonight was the night where the cold would creep into the bones of creatures, staining their senses with an aching sensation. Slowly, drifting through the darkened sky, the changeling airship remained concealed, hidden away from prying eyes. Chrysalis' flagship, her flying temple, dark, sharp and straight out of a nightmare, the vessel was something to be feared. It sailed smoothly by the stars, pushing through the air and lingering across the barren lands.

During this silent flight, the changelings patrolled the dark halls of the flying temple, vacant of any light. They marched while others rested, latching themselves onto the dreary walls and ceilings. Away from Chrysalis' servants, in a lab much like his previous one, potions were brewing and concoctions were mixing, the room was dark much like the rest of the ship and it held great space between the two souls that lingered. Needless to say, strife was slowly ascending.

Gripped with irritation, the sadistic and twisted alchemist fiercely revolved around to The Hunter's direction. Fright was furious. Despite the emptiness his eyes carried, they were burning with disappointment as he glared at his masked weapon. A few minutes died when Fright had been informed of The Hunter's intriguing capture, however, it was not the prey he anticipated it to be. Although he did not shout, his voice conveyed displeasure, looking rather displeased with The Hunter, who was not far across from him.

"How is it that you managed to succeed in infiltrating the Crystal Empire but fail in apprehending our initial target?" He groaned through the disarrayed stitches that imprisoned his mouth, gritting his teeth a little as his irked glare failed to fade. "Did my instructions back at that miserable prison not come clear to you? I needed the child, not the protégé!"

Standing tall, The Hunter nonchalantly swiped his hand in a careless manner and responded rather calmly, "Adding Cadence's daughter in this whole chaos wouldn't have made a difference. There's no reason to get her involved."

His response only added fuel to the burning furnace that was his vexed glare, "There is every reason to get her involved. With the youngling in our possession, the rulers of the Crystal Empire would have been scared and in that fear, I could have controlled them. But you, Hunter," Fright pointed in aggravation, his hand still slightly charred after the damage Twilight inflicted upon him back at Tartarus. "You chose the student."

"Our priority isn't Shining Armour, Cadence or their child, it's Twilight!" The Hunter argued, stepping closer to the furious alchemist. "I suggest you quit whining and be grateful that I didn't return empty-handed."

Levelling his skeletal hands behind his back, the alchemist gathered back the pieces of his serenity and breathed, dropping his glare, "Although you went against my instructions, I suppose this isn't a complete loss. We can still break the protégé, meaning there's more fear to unleash upon Twilight," Fright raised his right hand and admired the syringe around his wrist. "When she hears her disciple's scream, I'm certain the Princess of Friendship won't last another night."

Firmly, The Hunter shot his claw towards the alchemist's wrist and gripped it, drawing Fright closer towards his lifeless mask. The darkling's barren, dark eyes stared deep into his cold, empty glare. If he wanted to, he could have broken the syringe but chose not to and placed his focused on the poorly crafted face of the fear-bringer.

"Starlight is mine to deal with." He declared with a slight growl. "You don't touch her, you don't look at her and you don't go anywhere near her. Just because our little hostage situation has changed doesn't mean you can go against your word."

Surprised by The Hunter's sudden force, Fright was quick to frown as he slipped his wrist out of the darkling's grasp, "Do we not share the same desire?" He questioned. "I thought you wanted nothing more than to see the alicorn suffer for what she did to you."

"I do," The Hunter responded coldly. "But Starlight is under my watch and my watch alone. So keep your sick concoctions to yourself."

Hiking a brow behind his crude mask of a face, the alchemist gave a cold glare, "Is fear swelling behind that mask? Because you seem different. You don't carry the same hatred for Twilight's valued apprentice compared to the rest." Although it was difficult to make out, there had been a devilish grin forming. "I'm beginning to suspect that you care for her, am I correct?"

"That doesn't matter!" The Hunter let off a rattled growl. "I did my part, what's next?"

"What's next?" Fright repeated with the tilt of his head. "Next would have been to gather the attention of the Crystal Empire's leaders and to make them afraid with what we had in our grasp. But as you can see, you have your own interest with this Starlight."

"Are you going to tell me or are you going to keep being bitter?" The darkling chided.

With the slight shake of his head, the alchemist carried on, "We have made astonishing progress with the fear we have created. It pains me that our breakout didn't release all prisoners from Tartarus, but it was enough to set panic throughout Equestria. But what good is all that terror if the princesses are safe behind their walls? They tremble and quake, yet they remain safe. True, fear may rule this land now, but as every scared soul breathes behind barriers and shields, they know nothing of the dread that roams outside their homes."

"What are you getting at?" The Hunter questioned, in no mood for guessing.

"What we do next isn't my decision, but Chrysalis'," Fright slightly rasped at her name. "She grows impatient with a piece of her desire and I've come to suspect that'll she break our alliance with the changelings if she isn't gratified. But I know her fears of failing is halting her from doing that as well, but it's only a matter of time before her impatience blinds her fears."

"In other words, she's at your throat." He bluntly expressed.

Fright wore composure and did well to hide any trace of acrimony from before. Collected, he turned to The Hunter and continued, "You and Chrysalis both share a similar desire, to see Twilight and her friends suffer, but the changeling queen wants a little more. She wants the capital of Equestria for her own."

"Canterlot," The Hunter whispered.

"The Diamond Dogs have informed me that the wretched town Ponyville had been abandoned hours after the breakout, meaning the town's residents must have fled in fear. I'm sure the Diamond Dogs' authority over the barren village will keep them satisfied but as for you and Chrysalis..."

"What about me and that horrid wretch?" The Hunter asked with a gruff voice.

Eerily, the stitches that confined Fright's mouth stretched as he painted a discomforting, devilish smile, "Tonight, if we are to achieve our objective, you and Chrysalis must operate closely."

Simply, the darkling titled his head, "I see no reason to assist Chrysalis," The Hunter's voice was quick to grip extreme dislike upon mentioning the changeling's name. "Isn't the queen and her army capable of doing this on their own?"

"Perhaps. But you are gifted when it comes to infiltration," Fright praised. "This is your chance, Hunter. When Canterlot is taken, there will be no more delays," Fright promised with a crooked smile. "When Twilight is in our grasp, you won't have to wait a moment longer. You will get your reward, you will watch her suffer and you will hear her scream along with the rest. Then she will be yours to dispose of."

With the cogs turning in his mind, The Hunter thought for a moment and turned back to Fright, "Fine. I'll aid Chrysalis in her twisted, little game, but stay true to your word! No more setbacks, no more distractions and no more delays! When you have Twilight, you break her! You make her friends watch, you make the whole world watch! Show everyone the coward she really is and make her scream!"

"I wouldn't have it any other way," Fright kept his disgusting smile, pleased that he convinced his instrument of fear.

Returning to his normal stance and letting go of Fright, he turned away and aimed himself to the exit, "And after that, she'll be no more," The Hunter growled. "I'll make sure she's forgotten."

"But know this, Hunter." The deranged alchemist's voice crept. "When you rid her of this world, you'll be doing her a favour."

"Why's that?"

"Death is her only escape from fear."

Whirling himself back around, The Hunter argued, "It's not her escape, it's her punishment! I'm done waiting, Fright, I'm done with delaying the inevitable. Keeping her alive will only give her an opening to rise above the terror you have planned, she always finds a way which is why we must-"

Suddenly, the sound of buzzing clamoured through the halls of the airship and hovered into the ears of both Fright and The Hunter. It was only brief, lasting for a second as if something had fired magic.

Looking upwards, The Hunter took more time to investigate while Fright simply looked apathetic to the sudden noise.

Directing his lifeless eyes back down to the horrible, stitched face of the alchemist, The Hunter released a growl under his breath as he uttered, "Where's Chrysalis?"

Simply, Fright didn't answer, not that The Hunter needed it. He only stared back at him with his vacant, grey eyes supporting his uncaring expression.

Quick to exit the lab, the darkling twisted himself around and left, aware of what the treacherous queen had planned.

Alone, watching his instrument depart from the room and into the shadows, Fright's smile faded, still irked that his plans needed to take a different direction. The Hunter had proven to be difficult to work with, as well as Chrysalis. However, he remained patient, something which his colleagues did not possess.

Hearing the screams of the princesses, watching them break and witnessing true dread take over their eyes would be worth it. With a small smile slithering over his disarrayed face, he ambled to the exit of the dark, unsettling room, following The Hunter as he walked with anticipation hidden in his steps.

Face to face with the queen of all changelings, Starlight's heart kept banging against her chest, wanting break free in its panicked state. Trembling, fearing to move, the unicorn thought she was free from her nightmares when Princess Luna showed up, however, no princess would be able to save her from this changeling.

In this dreary, damp dungeon, there was nothing protective about the darkness that lingered around the two. It almost felt comforting to the changing queen, but threatening towards the captured pony.

Beaming, grinning widely from ear to ear, her teeth keen and stained with hunger, Chrysalis stared down at the scared unicorn. Slowly, her sinister, wide smile drawn to a slight smirk, beginning to speak with a foul chuckle.

"Well, well, well." The queen began, blinking once and bestowing her nasty, wide eyes upon her victim. "If it isn't Twilight's precious protégé. How I've longed for this day, a day where I'll make you scream and suffer!"

Finally, Starlight spoke, she wanted her voice to come across as audacious and bold, but it crumpled to a soft whimper, "Chrysalis, please-"

Suddenly, the whole of the unicorn's body was consumed in a green aura, being lifted into the air and chucked onto the ground, sliding across the floor. Upon making contact with the colourless, cold ground, Starlight clenched her teeth and promptly, whirled herself around, failing to get her up as she watched Chrysalis stride towards her.

"Begging won't get you anywhere, Glimmer!" She howled a disgusting laugh. "Are you impressed with my new changelings? My new, strong, obedient and loyal army. Not a single one has gone against my order, not a single one has betrayed me, unlike that treacherous fool Thorax who managed to convince the rest of my old, pathetic soldiers into living a new, miserable life! Your life!"

Lowering herself down, a few inches away from the distressed unicorn, Chrysalis bared her teeth like a wolf, "Do you remember that day? The day where I almost won, the day where you ruined and took everything from me! My home, my servants, my title!" She growled. "Do you have any idea how hard it was to construct another hive, isolated while being hunted down!"

"We offered you peace!" Starlight forced out, still on the floor, backing herself away from the queen. "We offered you harmony, friendship and a better life! But you denied us, you ran from us!"

"Because your 'better life' is wrong!" Chrysalis hissed. "You have disgraced my former changelings, you and that traitorous Thorax! The princesses! They ruined everything, and I'll make them pay with what I have planned! When that pathetic psycho is done with his potions and making them scream in agony, the world will know of my new empire and they'll face my wrath!"

Starlight backed away, but offered sympathy, "You don't have to do this just to prove a point. I'm sorry we took everything from you, we wanted to make things better and we still can." She held out a hoof towards the changeling queen and hoped for the best. "Please."

Furiously, the changeling queen slapped the unicorn's hoof away and barked, "You are in no position to make negotiations. You're weak! You, Twilight, Thorax, the rest of the princesses! You make others change, but do you truly change yourself?!"

"Of course we do! Everypony changes!" Starlight argued. "I changed."

"By your meaning of change, you and everypony grow soft and weak by the second." She growled, using her magic to levitate the helpless unicorn towards her eye level. "Twilight and her friends couldn't even stop the breakout, despite their heroic efforts. Even when so much was on the line, they still failed. I'm winning and it feels good!"

"We can still have a future," Starlight tried to reason. "But that's only if you let go of the past and move forward, that's how I moved on. Join Thorax, help your new changelings and work together, that's how we win. Just stop this chaos."

Chrysalis threw back her head and then laughed in Starlight's face, "I've had enough of your mindless blabbering. I had fun hurting Celestia back in that hellhole of a prison, but I'm going to enjoy this so much more." She said with a nightmarish grin. "After I'm done with you, nopony, not even Twilight will be able to remove the stains of failure from you!"

Abruptly, the queen's crooked horn illuminated dark green, glowing brightly and producing a crackling sound, ready to unleash pain upon the immobilized unicorn.

Starlight tried to break free from Chrysalis' grasp, flailing and struggling, but it was hopeless. Terrified, her pupils wobbling from left to right in this state of fear, she could only stare at the changeling queen's face. Her green eyes showed no remorse and her demented smile presented horror, she was going to make every second of Starlight's suffering as agonising as possible.

Powerless, the unicorn clenched her eyes shut and braced herself for the worst, hoping that Chrysalis' wrath would be short.

The wrathful queen's eyes brimmed with delight, filling her with a disgusting type of joy. Fueled with vengeance and hatred, her horn was sparking, ready to hurt the unfortunate soul before her.

When Starlight forced her eyes shut, sealing her vision in darkness, she chose not to open them until the pain was over, preparing herself for the worst Chrysalis had to offer. However, she heard a shriek that was not her own, it echoed through the unicorn's ears as it was recognised to be the queen's.

Unexpectedly, she felt herself drop to the floor without any warning, released from Chrysalis' grasp as she regained control over her body, no longer being held like a puppet in the air. Baffled, Starlight quickly reopened her eyes and took in the scene, looking up towards her the changeling queen and her surprising saviour.

Abruptly, Chrysalis felt a firm grip secure around her horn, her gaze being disconnected from her prisoner as she was brought face to face with the intruder. The cold claw took hold of her crooked horn, cutting off her magic which irked the queen as she hissed and growled in annoyance, baring her teeth.

Standing tall, holding the changeling queen in place as she struggled and flailed her forelegs, wanting to break free from his grasp, The Hunter interrupted her use of magic and restricted her from performing any spells. Due to the mask, he looked dispassionate, focusing more on the queen than Starlight.

"Ah!" Chrysalis growled in frustration, struggling to break free her horn from his claw. "Let me go, you masked dimwit!"

The Hunter whirled himself around and heaved Chrysalis across the room, sliding to the other end on her hooves as she narrowed her gaze towards the masked vandal.

Enraged, she let out a disgusting hiss, "How dare you lay your filthy, little claw on me! Remove yourself from my sight this instant!"

"No."

As if his response was an attack, the changeling queen winced, filled with shock and rage.

"What was that?!" She barked. "I will not be denied, certainly not on my own ship!"

"Get out, Chrysalis," The Hunter ordered with a quiet growl, pointing to the door. "She's mine to deal with."

Upon hearing this, Starlight's worriment crashed back down on her. Anxious, the trepidation in her eyes darted back and forth to The Hunter and Chrysalis.

"Who are you to order me!" Chrysalis shouted in aggravation, throwing her head forwards with the snap of her keen teeth. "I control this vessel and the army that swarms the halls! Now, I won't say it again. Remove yourself from my sight so I can tend to our special guest here..." She leaned her gaze past him and towards the unnerved unicorn, still crouching down.

"...Or you will suffer as well." The changeling queen threatened, glancing back up at The Hunter's emotion-barren mask.

He didn't back down, he kept silent which only irked the queen further. Fortunately, this dispute hadn't escalated into a battle and Starlight thought desperately about making her escape until a third voice entered the room.

"There will be no such violence between allies," Fright wandered in, only bringing further dismay to the captured unicorn.

Refusing to depart her gaze away from The Hunter's own, she hissed, "We are not allies!"

"The feeling's mutual." The masked vandal huffed back.

"As much as I am dying to hear a few screams..." The deranged alchemist stopped himself between the two vengeful darklings, disrupting the standoff. "We've come too far to tear each other apart. Especially over a dispute."

"This is more than just a dispute!" Chrysalis barked with the snap of her teeth. "This is about vengeance! This traitor protects the one who humiliated me!"

With a bark of his own, The Hunter took a step forth accompanied with the rattling of his spikes, "I am no traitor, I tend to see Twilight suffer just like you and that will come tonight!"

Drawing back from her position by a step, she arched a brow and turned to Fright.

"With the capture of Twilight's disciple, there's been a change of plan." The alchemist simply said. "You'll be paying the princesses a visit real soon."

"You mean..."

"I'll assist you in your little scheme," The Hunter responded to the queen with the rise of his claw, smoke dancing around his dagger-like fingers. "But do not let it go unnoticed that Twilight is mine to deal with."

"As if I need your help to take the capital of Equestria!" Chrysalis snapped.

"Canterlot..." Starlight whispered, horrified by what they had planned.

"I'm your key to unlocking the barrier," The Hunter stated. "Do you really want me to change my mind?"

With a frustrated growl, Chrysalis regained her composure and stood tall, "I suppose I should save my energy for the big surprise. Besides, it'd be fun to make Princess Twilight watch as I make her precious student suffer!" She howled a horrid laugh. "When the time comes for her punishment, Hunter!" She snapped. "You won't stand in the way."

Simply, The Hunter remained silent as Chrysalis left the dark room, a stride in each step as she lifted an eerie smile, eager to begin her invasion, anticipating her victory.

Beyond the armoured furnace that was The Hunter, Fright's drab eyes raised a little when he took notice to the shocked Starlight, still crouched down with broad, fearful eyes, her voice shackled at the sight of her enemies. Truth be told, she felt somewhat relieved that Chrysalis had left her sight, but terror began to boil back in her blood.

"Ah, Starlight..." His voice calmly, yet ominously clawed at her ears. "I almost forgot about you."

Just as he took one step towards the terrified unicorn, readying his syringe, The Hunter placed his hand against the alchemist's shoulder, blocking him from moving any further.

Through the mask, a whisper crept, "I didn't."

Denied to move any closer towards the captured unicorn, Fright remembered well of The Hunter's words, still irked that his plans needed to take a different direction.

Quietly, he left The Hunter and Starlight alone, departing from the lifeless, cold room, gripping his wrist and ready to move on with his new plan. When Fright left Starlight's sight, she could only feel pinned down by the emotionless, lost and voidness eyes of her abductor. The white, pale mask refused to move an inch away from her position.

Finally, The Hunter took a step forth, his clawed feet colliding with the cold floor. Slowly, he approached the anxious unicorn who held herself together, frightened to even acknowledge his presence.

Starlight cowered and trembled, hearing him getting closer and finally feeling his sharp finger brush under her chin. His voice failed to carry the same cold, rough tone. He sounded soft and somewhat welcoming.

"Hey. Are you okay?"

Losing the strength in her eyelids, Starlight opened them and stared into the darkness that was his eyes, the pale mask offering no emotion, however, he did sound concerned for her.

"Chrysalis... She didn't hurt you, did she?" The Hunter asked.

Oddly enough, he motioned his hand towards the unicorn's mane and fixed its curl back into its original place. At first, it almost made Starlight flinch as if he was going to scratch her, but she was lost for words when noticing how he treated her. This was the same creature that tried to steal Cadence's child.

Puzzled, Starlight shook her head and gazed at The Hunter, slowly regaining her words, "No... I'm... I'm fine." Although his act of kindness wasn't enough to lift her up with a cheer, she narrowed her eyes down and refused to buy into his deceitful act. "Why do you care anyway?" She asked, raising herself up from the ground and slightly backing away from him.

"Why do I care..." The Hunter repeated with a chortle. "Despite appearances, I guess some things never change."

In response, she arched a brow.

"Look, I'm not the monster you think I am."

"For real?" Starlight said, looking unconvinced. "You broke into the Crystal Palace and tried to steal Flurry Heart! You've helped Chrysalis and Fright with Tartarus' breakout and now you've taken me here! What are you going to do to me?" She questioned.

Noticing how she was acting up, with her breathing growing shaky, The Hunter threw up both claws and eased her, "Calm down, calm down." His voice grew gentle, ridding the venom he usually carried. "I'm not going to hurt you, I just want to talk."

Starlight was a little confused upon hearing this. "You just want to talk?"

"Of course," The Hunter acknowledged. "After all, it has been a while."

"We only met last night." The unicorn grumbled in annoyance.

"Moving on." Her abductor murmured. "What you did last night, back at the empire, that was really brave of you. Putting your life on the line so you could keep a family safe, even when you were unaware of the dangers ahead. I know a lot will compare you to Twilight, but if I'm honest... You're better than her. Anyone would be lucky to have you as a friend."

"Is this a joke?" Starlight asked, growing irked. "First you break into the Crystal Palace and try to steal Flurry Heart, then you end up taking me and not only do you save me from Chrysalis, but you throw compliments my way. Don't act as if you know me!" She growled. "Don't act like you know anything about Twilight."

The Hunter quietly laughed, "This is no joke, I assure you and I know a lot more than you think." He relieved a soft whisper. "But you need to understand that I'm not the bad guy here. I was against taking Flurry Heart from the start, but I couldn't return empty handed. When you offered yourself to me, it made things a lot easier."

"As I said." He continued. "I'm not going to hurt you, Chrysalis isn't going to hurt you and Fright isn't either. You're safe here."

"Seriously?!" She fired back in disbelief. "I'm in an airship filled with changelings! I'm anywhere but safe and I find it hard to believe that when it's coming from the one who abducted me!"

"Look, just please, keep calm," The Hunter breathed. "I've made it clear that Fright isn't going anywhere near you and Chrysalis will be too preoccupied with what's coming next."

"You mean invading Canterlot?" Starlight barked. "You may have infiltrated the Crystal Empire, but you won't be able to succeed in taking the capital of Equestria. Not with the princesses there." As if courage had found her, she raised herself up, inches away from The Hunter's lifeless mask. "Twilight and her friends will stop you."

Again, The Hunter set free a chuckle and pulled himself back up from his crouched position, "You really believe that Twilight's going to rescue you?"

"What's that suppose to mean?" She sharply asked, feeling insulted by his question.

"Listen to me very carefully," The Hunter whispered. "You may claim to know the Princess of Friendship and you're not wrong, but I know the real her. I know that behind her intelligence, her bravery and resilience is a coward, a neglectful, frightened mare who abandons her friends when things get tough... I just wish I knew it sooner."

"No, you're wrong!" Starlight protested with the stomp of her hoof. "I know what you're trying to do! You're trying to fill my head with lies and it's not working. You say Twilight is a coward but she's helped so many lives in order to make the world a better place. She rehabilitated Princess Luna and Discord, even me! She always sticks by her friends, no matter the circumstances, to help those in need!"

"Her friends, yes," The Hunter agreed. "She needs them to survive, to do good. Rainbow Dash, Pinkie Pie, Rarity, Fluttershy and Applejack. But you, you're just as expendable as me. She'll abandon you, all you have to do is just wait and see."

"What are you talking about?! What you're saying about Twilight isn't true!" The unicorn denied with an irked look. "Back at the Crystal Empire, you said you wanted to make her pay, to hurt her. If Twilight hurt you, it couldn't have been on purpose. She's not a tyrant. She doesn't just abandon her friends. She's the Princess of Friendship!"

Simply, The Hunter averted his gaze away from her, "I wish I could believe that." He calmly said. "I was in denial as well. But soon, you'll see the traitorous coward she really is. The whole world will see it."

"Why do you hate her so much?" Starlight asked, feeling question after question bottling up inside of her. "There has to be a reason."

With a light, but disappointed chuckle, "Here I thought you'd actually understand." He sighed, turning away from her and placing his claw against the chamber's colourless, grim wall.

His tone, his words and the way he acted... Despite that he hid his emotions behind a mask, he looked hurt, maybe not physically but emotionally and Starlight could see that. She locked away her confusion, calming herself and looking past his evil.

"I know she'll come rallying through the streets to try and find you, but when things get tough, she'll give up and just leave you in the dark to rot. You should know this, how it feels to be left in the dirt, to be forgotten."

The Hunter kept being cryptic towards Starlight. As she watched him walk away to the other end of the room, her pupils wobbled at the sight of his sharp tail smoothly swaying left to right. Despite his gentle approach, she still felt uneasy towards the masked creature.

"Why should I?" The unicorn asked.

"Because you've felt it before," The Hunter told. "The feeling of being abandoned. I remember how heartbroken you were when you told us about Sunburst." He quietly brought up, refusing to look at her.

"What?" Starlight became muddled, tied up in confusion as her voice weakened a little, she never informed him of her friends, especially Sunburst. "How do you know about-"

"I remember when he just up and left you without saying goodbye." He quickly cut off. "I remember how scared and furious you were. How you focused your rage on cutie marks and blamed it for the way he just vanished from your life, and when Twilight and her friends came along, it only added more fuel to the hate burning inside you. How you wanted to ruin their bond by changing time when she took everything from you." The Hunter breathed.

For some reason, Starlight felt herself freezing still, her anger fading the more The Hunter talked, the more he brought up about the past, the past that he somehow knew of. The unicorn felt a single shiver journey through her body as she stared at him.

"Wait..." She trembled, her eyes failing to move an inch away from him.

His spikes rattled, but his voice kept low, shattering into confusion as well as heartache, emotions mixing within him, "She was supposed to find me, Starlight." He muttered. "But look at what's become of me, all because Twilight chose to forget than to forgive." The mask that hid his face averted her shocked gaze. "Assistant, friend, family... It didn't matter and it still doesn't. I mean nothing to her."

She didn't know how to feel towards the masked creature. It was out of her control to feel shocked as her eyes widened in disbelief. It was all clear now. She didn't want to believe it and hopefully, it wasn't true, but now, she needed to be sure. No longer angered, all signs of resentment was quick to abandon her as she felt aghast. Her eyes remained fixed on The Hunter's position, although, lowering her head as she battled herself to speak, she wanted her thoughts to be wrong.

"No... No, I..." Finally, she took one step towards him. Hesitating to speak, her voice diminishing to a frail whisper.

"Spike."

Abruptly, the claw The Hunter held up to the wall toughened, scraping his knifelike fingers against it in what appeared to be exasperation. He heard the name, his name. The one was that tainted with helplessness.

Starlight flinched upon his reaction, taking a step back with a panicked, but hurt look. Her ears twinged when hearing the disgusting shriek his fingers produced. She raised a hoof up and waited for him to speak.

When the uncomfortable shrieking his fingers produced came to a sudden stop, he wanted nothing more than to stay silent, but the silence only annoyed him. His voice was no longer soft and gentle, it sounded hurt and unsteady, carrying back the venom, the hate.

"Why?" He dug his claw deeper into the wall. "Why does it hurt to be called that?!"

Sadness began to drain the unicorn, heartache skating over her skin as she looked at him with doleful eyes, her lips trembling as she took another step closer to the dragon.

A few seconds died before Starlight's voice began to crumble, words shaking in her throat, "Spike... Is that... really you?" With a sudden snap of realisation and anger, she shook her head and denied any thought of The Hunter's identity being her friend. "No, no it can't be! Spike wouldn't take part in helping the changelings or that psycho, he wouldn't betray his friends, he wouldn't!" Anxiety catching up to her, running out of breath, she breathed, "You can't be him. I... I don't believe it!"

His stillness scared her, it unnerved her. She wanted to say something else, but words died on her tongue, leaving only silence to linger around the both of them.

Finally, his response carried a growl, one that felt irritated, "Seeing is believing."

With caution, Starlight watched as he elevated his hand towards his mask, his dagger-like fingers reaching upwards. He looked hesitant, he was even shaking, but finally, his claw reached his mask and lightly, the darkling took it off. The mask simply disconnected from his face, holding it gently in his hand, but still, he refused to look at her. Bit by bit, he worked up the courage to move his head and slowly, Starlight trembled upon seeing half his face.

Hurt, she watched as the emerald-green eye stared right at her. She could just barely make out his face, hiding in the darkness. It was Spike. Although she could only see his eye, it was all she needed to recognise him.

Before she could even deliver a word, she took notice to his familiar, green eye quickly flashing red, consuming his iris and pupil into a sea of crimson. It frantically looped over and over, from a blanket of red to his normal pupil, they battled. Sadly, this was a sign of Fright's fear-inducing poison dwelling in his system. So much had been infiltrated into his body that it found a way to latch onto him. Voices and visions, they would taunt him.

Stunned, hard to locate any words, Starlight couldn't believe what stood before her, "Spike... " Her pupils darted downwards for a second and then returned upwards, looking at her friend with sorrowful eyes. There were many questions she wanted to ask, but there was only one that trembled out of her mouth. "But why?"

Clenching his teeth and relieving a growl upon hearing his true name again, The Hunter promptly placed his mask back onto his face with a click, pushing himself from the wall as he turned himself around to the unicorn who looked overwhelmed.

Horrified, she didn't know what to say. Spike was standing right in front of her as some sort of creature that was tainted by shadows. He wasn't the short, happy and bright dragon she remembered. Infected with hate, corrupted by fear and moulded into something new. He was different.

Unable to muster any words in response, the unicorn felt pinned by his gaze under the mask. Almost as if life departed from her body, her eyes barely moved an inch, trying so desperately to grip the reality that was before her.

"Why." He repeated, his voice grasping a tone of annoyance and then gesturing to himself. "Look at me, Starlight! Look at what happened to me, look at what they did to me, and Twilight... She just let it happen! I suffered in the dark, screaming for help, but what did she do? Nothing. The Princess of Friendship couldn't even save her first friend. She was meant to prove him wrong, but in the end, she proved me wrong!"

Initially taken aback by his outburst, the unicorn couldn't help but hear a twinge of sadness in his voice.

"I was a fool to think anyone would come looking for me." He consoled with a whisper, shifting his gaze away from his friend.

Unexpectedly, much to his surprise, The Hunter felt a sudden force wrap around him tightly as he hovered his arms up and away from the mare. He motioned his head down slowly and took in the image of Starlight clinging onto him tightly with her forelegs wrapped around him.

She was hugging him. The Hunter could feel her shaking, he could hear her sniffling and sobbing. Finally, she looked up to his emotionless mask with puddled eyes, tears racing down her cheeks as she choked, nuzzling and crying into him.

"We... We searched everywhere for you," Starlight wept with tears twinkling in her eyes. "We thought you were... We didn't know. I'm so sorry, Spike. I'm so sorry."

For a moment, The Hunter felt his arms go limp, gently removing her forelegs back down to the ground. Slowly, he lowered himself down, crouching and staring into her tearful eyes.

His voice returned to a tone of serenity, wiping away her tears with his digit cautiously, hoping not to scratch her. Despite this, Starlight didn't even flinch, she stared at the expressionless mask that trapped the dragon's true self. Her breathing became jumbled, mixed with sniffling as she tried to recover her own breathing.

"You have nothing to be sorry for, none of this is your fault."

Wiping away her tears, breaking away from her friend and recovering her breath, Starlight began with a sniffle, "What... What happened to you?"

The Hunter looked down at his own unsettling, eerie claws and sighed, "It doesn't matter."

"No, it does matter!" She fired back. "All of this, it's wrong! Tell me what happened!" She quietened her voice and gently placed a hoof against his mask, directing his gaze back at her. "Tell me everything, please."

Deafening was the silence as The Hunter looked hesitant to speak, even with the mask on, Starlight could just tell that he was battling with himself to say a word.

"Please, Spike." She softly pleaded, placing her hoof on his hand. "Let me help."

"I don't need help!" The Hunter growled, wincing from Starlight's contact. "I clearly didn't need it before and I certainly don't need it now."

Retreating a few steps back from her position, wide-eyed and still in disbelief, the unicorn inquired, "What did Fright do to you?"

The Hunter began with a sigh, "Fright, he just put the pieces together. Twilight did this."

"I don't understand!" Starlight cried. "Twilight didn't do anything."

"Exactly!" The Hunter shouted in an erratic manner. "She didn't bother to look for me, she just replaced me, forgot about my existence and moved on! She caused this! The mistreatment, the neglect and humiliation! All she had to do was just find me, but she couldn't even get that right! I was just a gift to her, an object to them! One that was used, broken, replaced and forgotten."

"No!" The unicorn denied. "Twilight searched day and night for you, we all did! When you vanished, you didn't see how upset she was. She was depressed without you, a part of her died when you went missing. Each and every night she cried for you, calling for you and wishing for you to come back."

"Then why did she give up the search?!" The Hunter asked. "Why did she replace me? Why did they just leave me?! I meant nothing to her! You and I are both in the same position now, Twilight and the rest of her friends will never find us. She can try, but in the end, she’ll just forget and move on."

Dejection took over Starlight as she took a momentary pause, regaining her breath, "But it wasn’t like that! She thought you were better off without her! She thought you found a new life, a happier life!”

"And look how well that turned out for me," The Hunter leaned forwards with a snarl. "She’s too blind and stuck up in her own happy world! She thinks everything is all about her and her precious friendship with the girls. She thinks everything will be alright, but she never thinks about the feelings of everyone else! I’m not tearing Equestria apart! I’m waking it up, just like how Fright woke me up to the truth!”

Aghast, Twilight's apprentice could only look and feel lost.

"I should be thanking him, despite how cruel and harsh he put things for me. But he crafted me a new name, a new face... A new identity. A hunter, not some pathetic, friendless, blind assistant. It's better to be feared than to be loved, at least I'll be remembered and not forgotten!"

"I don't believe that," Starlight heartily disagreed. "And I don't think you do, either."

He didn't say a word, he just kept silent.

"Spike, please!" She pleaded. "This is wrong and you know it. You don't have to do this." She gently placed a hoof on the hurt dragon.

With The Hunter silent, she continued, hoping she would succeed in reasoning with her lost friend, "Twilight loves you. All of our friends, they still love you and that's why their fighting... To find you."

"And then what?!" He pulled himself away from her contact, hate getting the better of him. "Everything goes back to normal, back to me being afraid and doubtful? Back to me being a pet! I can't go back, too much has happened, they left me to rot with Chrysalis, with Fright! If I let go of everything then I suffered for nothing. Do you really expect all of this to just change?"

Starlight surprisingly kept her composure and spoke softly, "It did for me."

At this moment, she could only hear the sound of her heart beating. The Hunter kept silent, slowly his clawed feet pressed into the ground as he stopped inches away from Starlight.

"After all of this, there is no going back." He growled. "I never wanted this. Twilight made this happen. She had her chance to set things right. They all did."

"Twilight's not the enemy here!" The unicorn shouted. "I'm sorry for what happened to you and I'm sorry we didn't find you. I know you're afraid of being forgotten and I'm sorry you had to endure such a fear, but if you go through with this, helping Fright and Chrysalis, invading Canterlot, it becomes something worse than just vengeance. Is this how you want to be remembered? As a weapon? A tool? A monster?"

"It doesn’t have to be this way! You’re right! I do understand how you're feeling! But I also know that the way you’re going is still wrong! Remember how bad the consequences were because of my actions in the past? This won’t be any different! This isn't you, Spike..." She gently tapped her head against his hand, nuzzling him. "This isn't you."

She resumed with a feeble whisper. "Don't do this. We can fix this, together. They're your friends. They love you."

"Stop..."

Starlight's eyes went round as she slowly motioned herself upwards, studying The Hunter's mask while gently retreating a few steps back. Despite concealing his expressions, she took notice of how he was trembling, curling his claws into fists and how his voice tightened, holding displeasure with a growl.

"Just stop talking." The spikes around his mask rattled in discomfort. "Companions, allies, friends... They're nothing but deplorable hallucinations that toy with your emotions. I know how to fix this. I am done talking and I am done pretending that a future with her or any of them can work."

"Spike..."

"I'm done with it all..." The Hunter stubbornly cut off, his voice quiet, yet exasperation burning in his tone. "Twilight's failed. As a leader, guardian, friend and family."

The masked dragon lowered himself down, his voice quietening as he stared into Starlight's distressed, watery eyes, "I'll find you once this is all over. I promise."

Swiftly, The Hunter raised himself back up and headed to the chamber's exit, a clang in each step and his tail sweeping over the smooth, murky floor.

Distraught, failing to deny the fear that crept over her, Starlight threw a hoof towards him and shouted, "Spike, don't! You're making a mistake! We can still fix this."

"No..." He said lightly, taking one final look at the unicorn. "I can fix it."

Disturbed and at a loss, Starlight could only stare at her damaged friend, horrified to see what he's become, what his fears transformed him into. His pale-white mask and his inky, blank eyes rid any emotion from who he once was. Nausea swirled in her empty stomach and apprehension attacked her mind, her heart sinking in a pool of sorrow for the young dragon who suffered just to become something terrifying.

What felt like an eternity, the connection between the two finally broke when a hefty, unfurnished, silver door slid down with a thud, tearing the gaze off both of them.

"No, Spike!" The unicorn threw a hoof to the door, only to realise it was too late.

With watery eyes, lips slightly parted and trembling at this sudden discovery, Starlight hung her head and gripped her eyes shut. The heartache that took over felt like something gnawing away at her as she forced herself to cower in the dark, alone and upset. She had finally found Spike after so long, but this wasn't the Spike she knew. He was different, he was hurt.

Powerless to do anything, her magic confined to the dark crystals congregating around her horn, the trapped unicorn had absorbed what he said. She took in his hate, his loathing, his anguish. Right now, she felt a mixture of horror, disturbance and sickness storming around her, for Spike and Twilight.

Swiftly, the changeling airship raced through the night sky, en route to its destination. Cloaked in the darkness, the night acted comfort towards the hovering hive, paying no attention to the lingering stars that orchestrated their lights. The changelings were advancing with their plan, preparing for their attack. Swarming the halls, congregating and patrolling, they were a lot more vicious than the queen's previous hive.

The Hunter found himself alone in one of the airship's many rooms and just like the rest of the flying temple, it was dark and grim. Any form of colour or light didn't exist here.

There was no denying it, he felt different after he talked to Starlight or was it because he revealed himself to her. Oddly enough, The Hunter would drift off and just stare at his own claws, sometimes he would feel the mask that secured his face, tapping it as if it was somehow new to him. Despite this feeling, it was nice to talk to an old friend, but his hate for Twilight and the others were still driving him. He knew how to fix this, but why did doubt creep by? Is this really how he wanted to be remembered? As a weapon, a tool... A monster. It broke him a little to see how she would still defend the one who abandoned him.

A lot of thinking had infiltrated The Hunter's mind since he talked to Starlight, but that's only because she was one of the many friends he still cared about. The way she looked at him, how fear took over her eyes nearly reminded him of how scared he was before he put on the mask. He knew for a fact that things couldn't go back and he didn't want them to.

"I trust you're ready for tonight?"

Alarmed, the darkling jolted upwards and turned to the voice that slithered into the room.

Nonchalantly, Fright wandered into the room, hunched over a little as he held his wrist behind his back. Each step he took felt heavy, however, his feet failed to make any sort of noise upon making contact with the floor.

The Hunter watched the alchemist hobble towards him, declaring, "I've been prepared for this the moment you promised me my reward."

"And your reward will come. The Princess of Friendship's suffering is near, but you must understand, Hunter." He gave a cold, quiet laugh through his stitches, "Being ready and being prepared are two different things. I want to know if you're ready to do what's necessary."

"We both know the answer to that."

"Do we?" Fright questioned with an arched brow. "There's no doubt about it, you still care for your friends, at least some of them. That's evident by the way you protected Twilight's disciple from Chrysalis earlier."

The Hunter only responded with a grunt, "Her name's Starlight."

"How will I know you won't disregard my instructions again as you did at the Crystal Empire? How do I know you won't go crawling back to being their scared servant? How do I know you're ready?"

"Because of her, I have nothing left to fear," The Hunter's responded, his voice dripped with irritation.

"I would like to test that theory." The alchemist stated with a small smile growing, devious and looking impaired on his poorly crafted face.

"What does-"

Unexpectedly, The Hunter felt something sharp pierce his body. With his breathing jagged, feeling his mind chipping away and freezing, he slowly motioned his head to Fright's wrist, witnessing that he had injected him. Poison flowing with dark magic, fears waiting to be envisioned now infiltrated his system.

Departing, breaking away from The Hunter, he watched him collapse to the ground, desperately trying to stay awake, holding himself together.

"What fears do you have left crawling around? Show me," Fright whispered.

Dizzy and nauseous, The Hunter's vision began to blur and darken, his hearing breaking on him as his claws clasped the ground, struggling to stay conscious. After some resistance, he failed to keep his eyes open, succumbing to the darkness that clouded his vision...

Returning to his world of fears.

Author's Note

Special thanks to Phantom-Dragon for helping me out with this chapter, thanks a lot!

So originally, this chapter was meant to come out much later as was the next, but after realising I have prolonged The Hunter's identity long enough along with this story then there was no harm bringing it forward. I'm working on the next chapter now and I'll do my best not to delay it again. Thanks for reading!

Chapter 46 - A City Haunted

Unable to think, lost and warped in her own world, Twilight found herself in the gardens outside Canertlot's castle. Oddly enough, the darkness complimented this piece of nature as the grass, trees, violets, bellflowers and bushes all looked new. Surprisingly, serenity bloomed from its dim colours. From the rest of Equestria, the gardens felt like a sanctuary, a haven that felt out of this world. Sadly, it wasn't enough for Twilight to escape her anxiety, her struggles and fears. This feeling of composure did not last for the young princess.

Lightly, the grass caressed under her hooves as she stared at the ground, thinking, wondering, pondering about the situation. Twilight couldn't turn off, she couldn't even answer her own questions, whether what she was doing was either right or wrong. Pushing her friends away in order to keep them safe, it had to be right. After Spike and Starlight, the Princess of Friendship didn't want to lose any more friends. Silence washed over her, she heard nothing, she didn't even move... Lost in a forest of her own thoughts.

Absent of any emotion, expressionless and preoccupied with her own thoughts, she remained still.

"Twilight."

"I'm here." She calmly responded, her drained eyes looking up to the graceful ruler of Equestria.

As Princess Celestia watched the young alicorn acknowledge her presence, she looked around her garden and lifted a smile, "It's nice here, is it not?"

Confused, Twilight hiked a brow, "I'm sorry?"

"The gardens," Celestia simply answered. "I figured you could use a change in scenery, you have spent most of the day in the castle. I always used to come here when I was alone." She breathed. "This garden felt like my only escape from royal duties and worries, and at times, it still does. It feels heavenly."

Properly observing the gardens, the Princess of Friendship relieved a peaceful sigh, "It does, but I'm afraid I can't escape from my fears, not with all that's happened. Not with Spike and Starlight in the hands of Fright," Twilight sulked then looking back up at the Princess of the Sun. "Why did you bring me here?"

"Because I wanted to talk, Twilight. In the throne room, you said you didn't want to lose any more friends," Celestia recalled. "What happened to Spike, we all share your grief, and Starlight, what happened to her was something no one could expect. I understand your fears, I do. I've felt the same when I lost Luna a thousand years ago, and the following years when I had lost Sunset Shimmer." She dipped her head in sorrow, before she resumed, "All this horror. I know why you don't want your friends to come with us, but do you really believe pushing your friends away is for the best?"

"Of course not," Twilight answered with absolute certainty before it turned to bitter doubt. "But what more can I do? It's clear they're targeting my friends. What if Rarity's next or Pinkie Pie or...what if you're next?" The young alicorn's voice cracked as her fear took hold of her, and she looked up to Equestria's ruler with frightened eyes. "If Chrysalis beat you once, she can do it again. And Fright....after seeing what he did to Spike, I can't bear to think what more horrendous torture he would put Starlight through. Maybe he'd do the same to you! It makes me sick thinking about it. I just want this to end!"

Princess Celestia spreads her wings out and strokes a gentle feather across Twilight's back, coaxing and calming the troubled alicorn, "And it will, Twilight. When... I'm afraid I don't have the answers, but I promise, we will prevail." She cooed. "You have to be strong now, for your friends, for all of Equestria. Don't let Fright and the changelings win."

Twilight shook her head. "I just want to do what's right."

"And what do you think is right?" Celestia asked.

In response, the Princess of Friendship shrugged as the look of doubt continues to persist, "I don't know. I thought I knew what it was, but now I'm not so sure. I just want Spike back so I can make everything up to him. I never should've stopped searching for him. I wished I could apologize to him. I wish I could tell him that I was trying to find him and that I missed him every day."

Saddened by memories of her and Spike's recent falling out, combined together with the revelation of his unending years neglects, torments, and humiliations came rushing to her mind like a tidal wave, intensifying her doubts and anxiety.

"What kind of a friend am I, to leave him behind so much? To put so much work on him, while I have fun with my friends? To hurt him so much without knowing? Now he's a prisoner of Fright because I wasn't there to save him. And Starlight's with him now. My friends are all in danger because of me, because Fright knows that terrifies me!"

"Twilight, it pains me to see you like this," Princess Celestia began. "To see you isolating yourself from your friends, all because you're afraid of what has already happened to two of your friends. You have to understand, you can't run from your problems. You can't distance yourself from your friends forever."

"I don't know any other way." The young alicorn sighed. "I don't want any more of my friends to be in danger."

"I know, Twilight. But there's no stopping them. Your friends will always be there for you, whether you like it or not. The least you could do for them is to look out for them, like you always have," Twilight looked up at her mentor, feeling a bit of hope resurfacing, but the doubt continues to linger. "I know you had no intention to hurt and abandon Spike. Neither did your friends. But it's over now. You can't let your past mistakes stop you from doing what is right for the greater future. There's still good out there and I know you can see it."

Slowly, Twilight looked up to her beloved mentor as she shined a comforting smile at her, protected in her presence, "So now, let me ask you again. What do you think is right?"

Quick to answer, a look of composure filled her eyes, her voice coated in calmness, "Protecting my friends and saving Spike and Starlight."

"And I'm sure they want to protect you too, Twilight." The alicorn reminded. "What is the Princess of Friendship without her friends?"

Twilight's silence came across as comforting towards Celestia, a sign that maybe she had reasoned with her or at least she was thinking. Any emotion on the young princess' face came across as absent again, too absorbed in her own concentration as she heeded the words of Equestria's ruler. Once again, she looked down in sombre, too preoccupied with her own thoughts.

"You shouldn't deny your friends, but you should talk to them," Celestia cooed. "I've seen... No, Equestria has seen the things you can do. You and your friends. I know, when you're all together, you won't let anything happen to each other."

With Twilight remaining silent, the Princess of the Day took this as her cue to continue, "Tomorrow morning, we will find King Thorax. Whether or not if you want your friends to take part in this journey, is truly up to you. I only ask that you think it over." She advised. "Be sure to get some rest, we have a long day tomorrow."

Celestia joined Twilight in the silence as if any sort of sound became extinct. Before her eyes wandered upwards to the night sky, gazing at the stars scattered around and above them, she studied her expression. Gently, choosing not to disturb the stillness and serenity of the garden, she quietly motioned her hooves and left the young princess in peace.

The Princess of Friendship barely watched the alicorn leave. Despite her mind overworking, constantly thinking and thinking, Twilight failed to take hold of her reality. For a while, she felt her heart, mind and soul crying on the inside, begging and pleading for everything to go back the way it was supposed to, back to being away from the feelings of fear.

Nonchalantly, tearing her sight from the dark green grass, she looked up to the night sky, immediately taking notice of the midnight-blue barrier that shielded Canterlot, still holding up strong by Princess Luna. Twilight studied the stars above her, the glistening lights watching down at her and the whole city, protected and secure. How she longed for this night to be over, but nothing could prevent her trepidation on what awaited the next day.

Unlocking a sigh and closing her eyes, breathing calmly, Twilight did her best to untangle the wires of stress and paranoia from her system, clearing her mind. Her friends, her family. They were at risk, being targetted by Chrysalis, by Fright... By The Hunter. Fighting off her anxiety, she cleared her mind once again, taking a deep breath in and breathing out the worriment.

"Think... Think." She whispered to herself, struggling to wash away her fears. "Just... Think."

Time melted away like ice during summer. For too long she had been bashed and bombarded with daunting doubts that Twilight could barely think of what to do. As she remained in the gardens, if anypony had seen her, they would surely believe that she was a statue herself. Frozen and hardly moving.

Thinking wasn't what it used to be. Unwillingly, Twilight's mind would wander to the deepest and darkest places of her inner thoughts. No matter what, she would feel gripped and pulled into troubling doubts. Haunting her. Thinking about what could've happened and what can still happen.

Finally, with a tiresome sigh, the Princess of Friendship pushed herself up from the ground and turned away from the night sky, gently brushing her hooves along the grass and slowly escorting herself back to the castle. However, upon moving a few steps, the sound of clamouring and worried shouting infiltrated Twilight's ears, stopping the alicorn in her tracks as she jolted her head upwards in confusion.

Much to the alicorn's dismay, a loud, harrowing noise pierced her ears once more, coming from behind her, from outside the city. It was loud enough to wake the whole of Canterlot. Fear filling her eyes, Twilight stared out into the night sky yet again as she looked out in horror, witnessing the huge, sharp, daunting vessel that hovered just above her, drifting above the protected city.

Chrysalis' flagship had just appeared from the darkness. Waiting outside the secured city, haunting those who gazed upon the menacing airship.

"No... No." She stammered.

Twilight's torment was far from over and finding the changelings weren't a problem any longer. They were here. Ready to attack.

Author's Note

This chapter could have been a lot of things, but I decided to keep this one short while the next two chapters may take a while to write. Thanks for reading!

Dialogue edited by Phantom-Dragon. Thanks a lot for your help!

Chapter 47 - Intrusion

They were here.

She feared this moment. She dread the thoughts about it and finally, her enemies waited at the doorstep of Canterlot.

What once looked like a serene night quickly became ruined by the changelings that lurked in their hovering hive, their floating temple blotting out the stars. Luna's calm night had been disrupted from silence to madness. In a state of panic and terror, the ponies of Canterlot began to wake with a surge of fright pushing through their system, either hearing screams or witnessing the unwanted airship that haunted the city. Some took to the streets, gathering loved ones and friends, demanding answers from the guards while some even demanded an explanation from the princesses. However, the terrified were to numb with fear to move as they stayed in their homes, cowering with friends and families.

Twilight's hooves pounded against the glossy floor, hurrying through the spacious and graceful halls of Canterlot's Castle, almost feeling like she had been running in an endless corridor. The moment her eyes met with the looming ship back at the gardens, she quickly took off back into the castle. As the alicorn bolted through the seemingly never-ending halls, drawing breath as she panicked, fear still latching onto her, the princess' eyes were wide with horror, picking up the sight of many guards yelling and preparing, hurrying to their stations while familiar residents of both Canterlot and Ponyville cowered with uncertain, frightened faces, hungering for answers as they huddled with friends and families.

Finally, nearly exhausted by running with anxiety boiling inside her like a cauldron, Twilight reached the throne room of the Royal Sisters, throwing the doors open. As her hooves echoed through the area, she showed no hesitation in stopping or even slowing down, the alicorn rushed to the other end of the room seeing how it was empty and vacant of any life. Steadily, she hopped up the steps and rushed behind the two thrones of the alicorn sisters, exiting the throne room and onto the balcony.

Stepping out into the night, Twilight observed all of her friends staring outside of Luna's barrier. What lied before them, they didn't want to believe. Staring back at them was the tremendous, dark flagship of the changelings, hovering just outside the dome-like shield of Canterlot. It's size nearly rivalled the whole of Canterlot's palace. Everypony refused to depart their gaze from the nightmarish vessel that floated below the stars, especially the Royal Sisters who stared on in worriment.

Much like Twilight, her friends carried a look of shock and disbelief, their eyes wide with dread, troubled. Although Rainbow Dash presented a glare, almost as if she was ready to fight. While Twilight did her best to calm herself, everypony else seemed lost for words, however, their minds were being attacked with question after question, hearing the distant shouting from guards and screaming from those who were scared.

At this point, the whole of Canterlot was waking up and witnessing the unexpected visitor that watched them trapped inside their own city.

Rarity was the first to speak, rising above the fear as if it was water, "What is that?!" She exclaimed, staring on with eyes as round as saucers, unable to look away from the vessel that belonged in nightmares.

"Is... Is that..." Having trouble speaking, Fluttershy quivered and failed to finish her sentence.

"Chrysalis' airship," Princess Celestia sternly answered.

"I guess finding Starlight won't be much of a problem now," Pinkie Pie commented with a weak chuckle.

Lost in her tension, worriment glazing over her eyes and shrouded in discomfort, Twilight could feel the beat of her heart quake through her body. The changelings were here. Like a web being formed by a spider, horrible thoughts connected, running wild on what could happen and who could get hurt. Although her friends shared her anxiety, the Princess of Friendship showed nothing but distress in her eyes.

Baffled and enraged by the situation, Princess Luna promptly turned to her sister, "How is it that our lookouts failed to alert us? We had the city's perimeter secured!"

"It just appeared out of nowhere. Maybe they were cloaked or..." Twilight informed, fear snapping her back to reality.

"Does it really matter how they got here?" Rainbow Dash asked while hiking a brow. "What matters now is that they're here and there's no doubt they're looking for a fight!" She clenched her teeth, snarling at the vessel. "So we'll need to fight back!"

Just as the cyan pegasus began to fuel herself with confidence and bravery, Fluttershy meekly spoke up, her voice shaking a little, "But we're safe, aren't we?" She asked looking to her friends and then Princess Luna. "As long as you keep your magic up, then we're protected. If they can't get in, then they can't hurt us."

"It would seem Chrysalis' impatience has blinded her if she thinks she can bring down the barrier," Luna scoffed.

"Chrysalis may be impatient, but she isn't stupid," Princess Celestia said, staring back at the daunting vessel. "She wouldn't have come here without a plan."

As the Royal Sisters along with Twilight and her friends continued to stare at the changelings' vessel that remained motionless, an unwelcoming, excruciating sound had once again filled their ears, sending a burning wave of aggravation to their heads. This agonizing sound erupted throughout the whole of Canterlot, further frightening the inhabitants of the city and haunting the streets as ponies cowered once again while others marched straight to the palace, in need of information on their safety.

However, back on the balcony, after the abrupt, harrowing sound came to an end, a bright flash came pushing through the two doors of the throne room, briefly lighting the area up like a flare. Curious, their heads turned away from the unwanted visitor outside and towards the balcony's two entrances.

With confusion lingering in her eyes, Rarity rose her head in suspicion, but also alarm, "What was that?" She questioned.

"Only one way to find out," Applejack prepared herself, taking the lead and entering the throne room.

Promptly, the girls followed the cowgirl's lead cautiously and soon, the Royal Sisters entered last, still wary of the enemy that watched them. Lingering. Waiting.

One by one, stepping hoof into Canterlot's throne room once again and hopping off the levels that shined Celestia and Luna's thrones, Twilight and her friends began to scatter from their formation a little when noticing the colourful and exuberant stained windows had fallen black, corrupted and erasing their past victories into a pool of ink while area grew dark.

Rarity began to investigate the stained windows sudden change along with Applejack while Rainbow Dash stayed on guard around Pinkie Pie, Twilight and Fluttershy, who were just as observant. However, the alicorn knew what was to come, in the end, they all did. Taunting. Mockery. Derision. It only brought back memories of the announcement. The suffering.

Everyone did their best to prepare themselves for what awaited, mentally and emotionally, but there was no denying the dismay and uneasiness crawling down their spine.

In a flash, invading the throne room's delicacy and tranquillity, the wretched, false face Twilight and her friends have come to fear and despise stared down upon them with his lifeless eyes, seeking refuge under his hood. Nothing about Fright's stitched face changed, even when he rarely showed happiness through his sadistic nature, his expressions only came across as haunting and barren. Surrounded by darkness, the alchemist appeared on all the throne room's stained glass, ridding accomplishments and bringing terror.

Gripped with discomfort and anger, Celestia and Luna both frowned with this intrusion, taking an extreme dislike to the alchemist's interference and whatever he had planned.

Fluttershy never got used to staring at his face and neither did Rarity, but they both received a mixed response. Trembling, but surprisingly holding herself together, the shy pegasus could feel the waves of trepidation wash over her but stood her ground. Feeling the need to cower behind her mane and avoid staring at him, she did her best to compose herself although it wasn't enough. Denying the anxiety only made it stronger. Although Rarity remained fearful, staring at the alchemist in disgust, her expression could only convey worriment while her jaw slightly loosened. Her stomach churning as dread crept in, failing to move.

Rage sparking in her eyes, Rainbow Dash glared hatefully at the projections of the alchemist, wanting to shatter every one of the stained windows to avoid looking at him, however, she kept herself still, frozen as she held back the anger. She was not the only one who shared this feeling of resentment as Applejack flickered it in her stare, standing tall while Rainbow Dash almost took the posture of a Timberwolf.

Fretting, the colour drained from Pinkie Pie's face as her ears flopped downwards. Unable to speak, tongue-tied and wide-eyed, the mare felt as if she lost her voice, too scared to comment on the situation.

When the projections of Fright appeared before her, Twilight winced, pulling herself back before becoming incapacitated with fear. The trepidation clung to her shuddering pupils through her innocent, child-like eyes, her mouth breaking open in dread. Desperately, her mind screamed at her to look away from the projections, but she felt crippled, immobilized and stunned to bring herself to move.

"Canterlot," Fright spoke, his devilish voice echoing through the halls of the palace and bursting through the city's street. "The heart of Equestria. A city built on lies and treachery. To all you trembling cowards: Your faith is misplaced if you think the princesses can shield you from the terror brewing. That barrier will fracture and break, as will the hope you've sustained upon your leaders."

"You cannot protect them, Celestia. You and your sister's authoritative grip has loosened. When fear dissects your mind to pieces, unravelling your true cowardice and breaks you, every bit of hope and faith in this world will become extinct. Fear will be the only thing left. Our moment draws near."

"And Twilight." A quiet, cold laugh broke free from his throat momentarily. "How does it feel, knowing your allies are now victims the moment they stand by your side, bringing nothing but torment as they follow you in your steps. Spike was so sure you'd find him as he cowered in the dark and now, I have your protégé. How many will suffer because of you? What will the Princess of Friendship be without her friends... Weak? Helpless? Scared? I look forward to finding out."

"This is the beginning of the end. No one is safe."

When his taunting had reached its end, silence now poisoning the throne room, the stained windows simultaneously burst the projection of the alchemist into nothingness, briefly flashing a bright light before they had each returned to their colourful representations of victories and achievements. With Fright out of sight and the throne room returning to normal, a few heads exchanged looks with one another.

Stricken with terror, shaking, staring down at the crystalline floor, Twilight could feel herself freezing over, lost for words as the alchemist's announcement came crashing down on her like shards of glass fashioned from painful memories and troubling thoughts. Fright had Starlight. He still had Spike and now, he was at the doorstep of Canterlot, waiting... Planning. Losing herself in her thoughts, her breathing silent to her friends, she didn't know where to begin.

Breaking the silence like a mirror being shattered, Rainbow Dash bared her teeth and released a growl of exasperation, turning to her friends, "Does he ever stop talking?!"

"He's talkin' big considerin' he hasn't even got through the barrier yet," Applejack said, still carrying a glare aimed towards the enemies that lurked outside.

"As long as we're behind the dome, then we're safe, right?" Fluttershy quietly brought up.

Pinkie Pie hummed for a moment and then turned her head to the princesses, joining in as she raised a hoof, "I'm starting to think the changelings bit off more than they could chew. Maybe they've lost their confidence."

"I don't think that fiend would give an announcement and then just leave us," Rarity dismissed.

With great speed, the throne room's doors were thrown up as Shining Armour came running in, pressing down his gaze as he stopped in the centre of the room before Twilight and her friends, but looking to the Royal Sisters.

His expression shifted a little upon blinking, composing himself as the anger that glazed over his eyes faded a little, "All guards are in position, but it isn't looking good out there. Ponies are in an uproar, demanding answers and that freak's announcement has only shaken them up. The Royal Guard is doing their best to keep them at ease, but I seriously doubt they're going to last long. It pains me to say it, but they're terrified."

"As long as I maintain control over this barrier, we're safe," Luna assured, her horn still glowing. "However, we need to focus on taking down that vessel if it means putting a stop to this chaos once and for all."

"But how in Equestria are we going to bring down that ghastly airship?" Rarity questioned, desperation soaring through her voice.

Jumping into the air, hovering and catching her friends' attention, Rainbow Dash took this as her cue to answer, "Just give me a minute to warm up my wings and I'll crash right through that hive."

"You'll do more damage to yourself than the airship, Rainbow," Applejack told, grabbing the pegasus' tail and dragging her back down to the floor who only responded with a scowl towards the cowgirl.

"Applejack's right," Fluttershy added quietly. "You'd only be getting yourself hurt and for all we know, Spike and Starlight could be in there."

Bouncing towards the shy mare, Pinkie Pie happily backed her up with a cheer, "Right!" and then lifting a hoof to her face, gently poking her face in concern. "But what can we do?" After mere seconds of pondering, she turned to the lavender mare, "Do you have any ideas, Twilight?"

The moment all eyes were on the Princess of Friendship, they immediately took notice of how detached she was from reality. Robbed of certainty, battling the many dreadful thoughts in her mind. The look she gave almost looked as if the weight of defeat had crashed down on her. With round eyes like saucers, looking lost and shivering, slowly looking around the room.

"Twily?" Shining Armour's voice rose smoothly.

"I... I don't know," Twilight stammered. "I don't know!" She shouted, her voice gripped by horror.

The ruler of Equestria observed the young alicorn crumbling in fear. Gently, she approached her and gathered around everypony in the throne room. Standing tall, the bravery and composure she held shined bright through her fear, "Twilight... Everypony. Listen to me very closely. I need all here and in the now."

"Tonight, I refuse to let Canterlot and my subjects succumb to whatever horror our enemies have planned," Celestia vowed. "We know Fright. That announcement, he wants us all scared, to panic so we can't think straight. But right now, I need you all focus and stay strong, can you all do that for me."

Although they couldn't deny their worriment for one another, everyone in the room exchanged looks, nodding and smiling, hiding their fears behind their smiles, their bravery shining through. However, Twilight felt conflicted, doubtful and at war with her paranoia until she looked up at Celestia.

"Remember in the gardens, Twilight?" Celestia asked. "I said I don't have the answers for when this chaos would end, but if we try, stand united, then tonight, this madness might just end. The changelings have foolishly revealed themselves to us, this is our best chance to end this. To stop Fright once and for all!"

"I agree with Princess Celestia, Twilight," Shining Armour lifted a smile, doing his best to ease his sister. "This dilemma has us scared, we can't deny that. But this might be our chance to return harmony to Equestria and with that alchemist captured, no longer will he be able to spread that horrible fear-poison."

Slightly, the worriment began to untangle from the alicorn's brain as the weight of the fear lifted from her shoulders. She felt light while hope glimmering in her eyes as she looked up to Equestria's ruler.

Collecting her composure, she gently breathed, "I'll do whatever I can to take part in Canterlot's protection, to save my friends and those I hold close... But not if it means endangering them."

"You could never endanger them, Twilight," Celestia eased, her voice softening the young alicorn's heart. "This is a time where you'll need your friends now more than ever. It is time we take our stand and prepare to protect everything we stand for. Together, we will prevail."

Slowly, the Princess of Friendship looked around her and examined her friends. Pinkie Pie, Rainbow Dash, Rarity, Applejack and Fluttershy, they were all smiling at her.

Regaining her composure, Twilight nodded and a small smile formed, breaking through her anxiety, "Together..." She looked back up to the graceful alicorn as determination broke her fear. "What can we do, Princess?"

Focused and determined to make this Fright's final night of mischief, Celestia's stare hardened as boldness rode her voice, although, she remained calm, "If Starlight and Spike are being held in that airship, we'll need to find a way to get in or make an entrance of our own."

"Now that's a plan I can follow!" Rainbow Dash supported with a cheer.

"Until then," Celestia continued, "We'll need to make sure everypony is indoors. Although Canterlot is protected by Luna's magic, there's no telling what Chrysalis has planned. Twilight, I need you and your friends to make sure everypony near the palace is sheltered while Shining Armour and I assemble the Royal Guard to help all citizens are indoors."

Twilight and her friends nodded in response as if their ruler's encouragement had spread to them.

"And what of me, sister?" Luna asked, hiking a brow.

"Luna, I need you to focus all of your energy into keeping the barrier up. We don't know what the changelings are up to, but if they have the power to break through, you'll need to stay focused and protect this city with every bit of magic you have flowing through you." The elder sister instructed.

Wanting to do more, a little eager to help, Princess Luna saw a clear understanding of her sister's instructions and acknowledged her command, "Very well."

"Come, Shining Armour." The Princess of the Day said, moving out of the throne room. "We will rendezvous back here in an hour."

"Right away," Shining Armour complied, moving by the alicorn's side, quickly turning back, "Stay safe, Twily!" He yelled from the throne room's doors, taking his leave with the princess.

With Princess Celestia and Shining Armour leaving to their duties, Twilight turned to her friends while Princess Luna returned to the balcony, further observing the changelings' airship.

"How should we do this, Twilight?" Pinkie Pie asked.

"We await your orders," Applejack told.

"Okay everypony," Twilight calmly began. "You all heard Princess Celestia. We need to spread out and search the palace's perimeter, make sure everypony's safe and indoors. Applejack, you go find the Cutie Mark Crusaders and your family."

"Got it!" The cowgirl acknowledged, raising her hoof towards her hat and adjusting it upwards a little.

"Rainbow Dash and Fluttershy, you two search the gardens and bring back anypony you can find," Twilight instructed.

While the shy mare remained glued to the floor, responding with a simple nod, the cyan pegasus shot into the air like a firework, bringing a hoof to her head and giving her friend a salute, "Roger!"

"Pinkie Pie and Rarity." The young princess pushed herself around and faced them. "You two are with me, we'll search the palace's perimeter and gather everypony into a safe space."

"We're with you, Twilight!" Pinkie Pie beamed brightly with a single bounce.

The Princess of Friendship turned to her friends and aimed to the exit, "Alright everypony, let's go!"

One by one, Twilight and her friends left the throne room, splitting up from each other. Rainbow Dash and Fluttershy took off, hovering with every flap of their wings while everyone else rushed to fulfil their duties.

It was amazing how the throne room became an area of planning and in seconds, silence. Princess Luna watched as Twilight and her friends hurried out of the room, taking action to defend Canterlot. Quiet, she looked around the colourful, stained windows and whirled herself around.

Taking gentle steps, calm much like Celestia, Luna made her way past her and her sister's thrones and heading back out onto the balcony where the cool air rushed to her face. Although the feeling was pleasant, it was quickly ruined when her eyes met with the intruders lurking outside her home.

The Princess of the Night grimaced upon looking at Chrysalis' airship, it was something she could recognise out of a nightmare.

"What are you planning, Chrysalis," Luna whispered to herself.

Unknown to the alicorn, something other than Chrysalis' vessel lurked, but much closer. As planned, he had slipped through the alicorn's barrier and remained unseen to the city. Underneath the balcony where the princess' hooves rested, a darkling kept crouched, claws dug deep into the structure of the balcony, holding his position effortlessly. Hanging upside down like a bat, hiding in the shadows, The Hunter waited.

Panic sparked throughout the city of Canterlot. Ponies swarmed the streets, screaming and yelling, their hooves stomping the ground as they crowded each other while searching for reassurance. They had faith in Luna's barrier protecting them and the city, however, the realisation of Queen Chrysalis' airship hovering just outside from them was quick to sink that faith and as for Fright's announcement, his threats, they were enough to shatter their composure and light the fear in their minds.

If it weren't for the Royal Guards scattered around the lustrous and protected city, the streets would remain rampant. However, all citizens were told to stay indoors until further notice and they gladly obeyed the instructions of the princess' soldiers. The nightmarish vessel that lingered outside was enough to put them back into their homes, feeling the need to get away from its sight. However, the scared hungered for comfort. Right now, fear took hold of the citizens of Canterlot as they cowered indoors with their friends, families and loved ones.

As if the air had been infected with anguish, ponies within Canterlot Castle were either hiding in their rooms or crowding together in the spacious and lustrous atrium. No one kept track of time, but Rainbow Dash and Fluttershy hovered and flew around the gardens, rounding up everyone indoors while Applejack got her family and the Cutie Mark Crusaders back together in their rooms. Apple Bloom, Scootaloo and Sweetie Belle were being comforted by Granny Smith, putting them at ease from all the scared shouting.

Most of Ponyville's residents were in the atrium, Lyra and Bon Bon, the Mayor, the Cakes and Dinky along with her mother. This all felt like last night when they arrived from Ponyville's evacuation. Terror replaying. With their composure cracking and fear shining through their shattered spirits, everyone began to beg and search for answers in hopes they had a plan on bringing down the changelings. Surprisingly, they kept quiet, however, it was the eerie, discomforting type of quiet. Whispers were heard, some easing their friends or loved ones and they all told the same thing to each other.

'Luna's barrier will hold. We have nothing to fear.'

'The Princesses are planning something, they're getting everyone to safety.'

These words of comfort did not last very long, for the memory of the alchemist's announcement kept lunging at their hearts. A whole city, scared... Just what Fright wanted.

At the palace gate, guards were running to their stations all around the castle, preparing and setting up defences. While Princess Celestia stared off into the distance, Shining Armour spoke with his second in command.

"How are we looking, Holly?" He asked.

"We can't deny it, Captain." She confessed. "The changelings' sudden visit has us on edge, but we're getting into position. Whatever they have planned, we'll be ready." A smile that painted confidence spread over the mare's face.

Holly's confidence spread to Shining Armour as he smiled back, nodding, "That's good to hear. Until we find a weakness on that airship, we're gonna need all the help we can get."

"Shining!"

As Holly returned to her post, Shining Armour turned around to see Twilight and her friends approaching him.

"We've managed to get everypony around the castle indoors, what of the rest of Canterlot?" The young alicorn asked.

"Taken care of." He told. "We had to separate our forces around the city."

"So, what now?" Pinkie Pie asked. "Did you manage to find a way to sneak aboard that airship?"

Disappointed, Shining Armour shook his head, "Afraid not. Well, not yet anyway. We're still trying to look for any weak spots."

"Is that what Princess Celestia is doing?" Fluttershy questioned, pointing a hoof towards the alicorn.

As Shining Armour's eyes followed the shy mare's hoof, the Ruler of Equestria had not moved from her position in quite some time. Like a statue, she kept herself motionless, staring at the airship that hovered outside.

"She's been like that for a while." The unicorn said with a hint of worriment in his voice. "She's determined to end this whole chaos tonight."

"Ah share the feelin'," Applejack confessed, stepping forth. "We've been through nightmares to stop the changelings and Fright."

"We can do it!" Rainbow Dash encouraged. "It's all been leading to this! Now that the changelings are here, this is our chance to get Spike and Starlight back and stop those freaks from ruining Equestria!"

It was during the pegasus' words of confidence that no one had noticed Celestia break away from her spot. Without a sound, she approached the group calmly, although it was obvious that there a flicker of concern dwelling in her eyes. She did a good job hiding it.

"There's a lot to be concerned about, your Highness," Rarity's voice lightened as she lowered her head. "But I'm certain the changelings won't be able to get in, not with Princess Luna's magic shielding the whole of Canterlot."

With her eyes waving to the ground, presenting a muddled look that hungered for an explanation, Celestia spoke calmly, "Our hope stands strong, but something is gnawing away at me."

"What is it, Princess?" Twilight spoke up.

"It's just... None of this makes sense." The alicorn raised. "They knew we were protected and yet, they still came. They haven't attacked yet, it's almost as if they're waiting."

"What could they be waiting for?" Shining Armour questioned, raising a brow. "To let our... guard... down..." As his voice began to deconstruct, fading into silence, a cold look quickly washing over his face.

Unsettled in the eyes as his mouth drifted open a little, Shining Armor looked barren of any life as if something scared his soul right out of his body. Immediately, everyone caught onto the unicorn's shocked expression as he became motionless and empty of any emotion, worriment growing inside them.

Finally, despite having a battle of her own internally, Twilight looked to her brother, showing nothing but concern and ease as she softly reached out to him, "Shining..."

As if this feeling of apprehension caught Shining Armour with his own hands, dismantling his composure and losing all knowledge of speech. He even struggled to lift his gaze towards the princesses and everyone else in front of him as he searched for his voice. The abrupt thought that came crashing into his head haunted him.

"Of course..." He whispered to himself. "They won't be bringing down the barrier from the outside, they'll be attacking us from within!" The unicorn revealed, feeling a sudden urge of dread run through him.

His words were enough to send a wave of confusion and alarm to those around him, looking stunned, but puzzled as well.

Snapping away the bewilderment from her eyes with a blink, Celestia looked to the unicorn calmly and dismissed his warning, "Shining Armour, what you're saying is impossible."

Stepping forth, Twilight's voice peacefully reached out to Shining Armour, but the look of urgency began to grow on her expression rather quick, "What are you talking about, Shining?"

"It sounds like you're sayin' the changelings are already in here with us," Applejack said.

"That's absurd," Rarity uttered in disbelief. "How can the changelings enter Canterlot if they can't even get passed Luna's barrier?" She inquired.

"The changelings don't have to do a thing," Shining Armour told. "Neither does Chrysalis and the same goes for Fright. There's only one thing they need to get in and that's... The very same thing that beat me." He looked down in shame and gritting his teeth. "The Hunter is here."

Applejack and Pinkie Pie were quick to exchange looks, their startled expressions nearly identical as if they were staring into a mirror. No good came when hearing the monster's name that held such resentment, such hatred for them all.

Despite knowing nothing of his appearance, Fluttershy feared The Hunter through the stories her friends told, almost as if he was some sort of phantom or myth. Her eyes widened as she grew on edge, quivering as she quickly looked around as if a ghost was haunting her.

"What?!" Rarity winced at the appalling news, taking a step back in disbelief. "That... Brute is here?!"

"B-But how?" Fluttershy fearfully questioned, turning back to Shining Armour and Celestia.

Hearing his name may have put her on edge like her friends, but Rainbow Dash felt more annoyed than scared. Baring her teeth like a wolf, her blood began to boil while she furrowed her glare.

However, nothing could match the Princess of Friendship's reaction. Panic bubbling in her head, swarming in her stomach and infiltrating her legs, picking at her bones, the alicorn's eyes stretched in fear, her whole expression dropping as the creature who swore to break off her horn lingered in the city she deemed safe.

"I know Chrysalis wouldn't come here without a plan, but what makes you so sure that The Hunter is here?" Celestia asked, forging her way towards Shining Armour with ease.

"Think about it." He told, urgency now coating his voice. "He can cut and rip through this barricade just with his claws! He did it back at Tartarus and he did at the Crystal Empire! He can make his own entrance. You're right, Chrysalis wouldn't come here without a plan and that's why they're not attacking us! They're waiting for him to bring down the barrier because he's already slipped through and if that's the case..."

Before Shining Armour could finish his sentence, everyone around him suddenly looked up to the sky in dismay when they noticed a droning hum soar into their ears. He, Princess Celestia, Twilight and her friends along with the whole of Canterlot stared at the dark-blue bubble that surrounded the whole city with disbelief and terror corrupting their eyes.

The barrier began to shift and distort, capturing everyone's attention within seconds. Like a flickering light, the shield started to fade in and out of existence, rapidly blinking for mere seconds until it eroded from sight, vanishing.

Fright was right. The barrier had broke. Canterlot's protection had shattered along with the safety, the hope and faith everyone stored towards the princesses. It wasn't long before the frightened screams tore through the intense silence. From the streets, the buildings and their own homes, everyone began to run rampant, fearing for their safety.

Though terrified for their lives, Twilight and her friends were found hesitant to move from their positions. As their heads darted upwards, staring in disbelief and panicking on what happened to the bubble that fortified the whole of Canterlot, their minds ran into question after question, desperately trying to process the situation before them.

Eyes corrupted with revulsion, the control of her breathing wandering off, Rarity shuddered as her eyes failed to pull themselves away from the changeling's airship, fearing the worst without the barrier.

"What- What's happening?!" She cried in distress.

While Applejack looked around, unable to remove the shock from her face when their protection collapsed, she felt Pinkie Pie latch onto her. Her forelegs wrapped around the cowgirl's neck, her teeth chattering while fear began to seeth into her.

Although Rarity was trembling, Fluttershy was shaking. Intense fear rattled her bones, crouching as dismay took the air. Retreating a few steps back as half of her face sought refuge behind her long, pink mane.

It didn't take long for Rainbow Dash to redirect her gaze from the city towards Chrysalis' vessel. Gracefully, she leapt into the air and dropped back down onto her hooves, digging them into the ground, almost looking as if she was ready to pounce. Despite the worriment that plagued her mind, she was quick to replace it with anger, looking ready for a fight.

Frantically bouncing her pupils from left to right, Twilight shared the fear with everyone else. Reality crashing down on her. She was in danger. Her friends were in danger. The alicorn felt pushed back by a wave of apprehension, wincing as the terror ached her sight.

"No, no, no..." She whimpered to herself, feeling the anguish break through her composure, the walls of her strength crumbling.

In the grip of horror, Celestia could feel her composure sinking away as her heart began to race. Her eyes were as wide as if someone had attacked her. Horror striking at the elder alicorn, she could feel a cage of dread trapping her, suffocating her as fear scrambled her mind. The barrier over Canterlot had been broken, which could only mean...

"Luna!" She gasped.

Her hooves were quick to pound the ground, bolting towards the castle's entrance without another thought.

Failing to react on time, Twilight threw a hoof towards the elder alicorn, "Princess Celestia, wait!" She yelled.

Unable to comprehend the speed of their ruler, dashing back into the castle, the Princess of Friendship watched in a panic. Trembling, fearful visions brewing in her brain once again, the worriment was setting in once again. The Hunter was here. The barrier had fallen. Everyone around her was in danger.

Drifting, not making any sudden movements, the changelings' vessel remained as it was. Hovering. However, despite its lack of motion, the lower deck of the nightmarish hive began to fire thick, mechanical tendrils. One by one, all six of them shot from the airship, extending to no end and crashing down towards the basilica of Canterlot. They were like claws, sharp as spears and breaking into the ground, ruining the beauty and landscape of the Royal Palace.

"What do we do?! What do we do?! Pinkie asked in a frenzy, whirling her head from friend to friend.

As Twilight turned to her friends, fearing for them greatly, she was quick to answer Pinkie Pie's desperation, "Luna needs help! We need to bring up that barrier quickly!"

Before any of her friends could get a word out, the young alicorn followed Celestia into the castle with her friends not far behind.

Watching the nightmarish airship from afar with no barrier to protect them, Shining Armour turned his head to see Holly approaching him, carrying the same panic everyone had been infected with.

Before she could speak a word, the unicorn through a hoof at her and ordered, "Holly, get everypony to the docks! We'll need to evacuate the city! Take them to the Crystal Empire!"

"I'm already on it, but what about you?" She asked.

"If he's here, I can't let my sister go up against him. Not after what he did back at Tartarus. Now go!" Shining Armour ordered with urgency coating his voice.

The second-in-command watched as the unicorn hurried into the palace of the Royal Sisters. His speed almost rivalled that of a Wonderbolt. Worryingly, Holly turned to the looming threat, quickly taking off into the opposite direction, gathering allies to spread out and evacuate the city. The streets were crowded, ponies flocking as screams drowned out the silence of the night.

The doors to the throne room were thrown wide open with a loud thud. Immediately after, Princess Celestia leapt into the room, followed behind Twilight and her friends, skidding as they brought themselves to a sudden stop with their ruler, their hooves sliding along the floor while Rainbow Dash kept hovering with the use of her wings. They wanted to be prepared for what lied beyond them, they wanted to show nothing but bravery and valiance, but their mouths dropped in dread, horror washing over their agitated eyes.

At the other end of the throne room, on the podium that elevated the Royal Sister's glorious thrones, their eyes came into contact with the pale mask of terror staring right back at them. Like a monument to their fears, The Hunter had infiltrated the Royal Palace, desecrating it with his filthy and daunting presence. There, standing tall, his elongated, keen tail hanging motionless over the ground, the darkling presented the Princess of the Night, keeping a secure grip around her neck, his dagger-like fingers pressing down, holding her up like a trophy, inspiring fear to his audience.

Being held into the air, weak, beaten and hurt, her neck sore, Princess Luna failed to break free a word as her eyelids tightened, her legs slowly flailing as were her wings, running out of energy as the intruder exhausted her options to break free. Around her horn, clumps of dark-looking crystals flocked, cutting off her use of magic, bringing down the barrier.

Once they had rushed into the room, The Hunter rapidly swung his head towards Twilight and the others, the spikes rattling around his mask, still keeping a firm grip on the weakened alicorn. The poor princess' world was spinning, her head painfully throbbing as she tried to release herself. The darkling's corruption over the alicorn's horn only added more fuel to the agonising pain.

Horror flashing in her eyes, lips twitching as she stared on, her expression stretching into a mask of dread, Celestia screamed at the sight, "Luna!"

Troubled, all signs of fortitude deteriorating, Twilight couldn't take her eyes off The Hunter. His presence, he was haunting her.

It wasn't long before the fear boiling inside Celestia turned to rage. Seeing her sister hurt, in the clutches of the darkling, the intense worriment began to bubble into hate. Although she stayed unnaturally still for a few seconds, gazing intently, the alicorn grinded her teeth as she leapt forward from the ponies behind her. Like a light flickering, her horn enveloped in a blanket of magic, Celestia fired upon the masked creature.

Patient, The Hunter watched as the enraged princess fired at him, observing the beam charging towards him. Effortlessly, yet promptly, he dug his digits into Princess Luna, holding her up in front of him, using her as a shield against Celestia's power.

A great deal of pain came Luna's way. She felt a rush of agony surge through her back, scorching her as she unleashed a terrifying scream that echoed through the halls, sending chills to those who were unfortunate to hear it.

"No!" Celestia cried, putting a stop to her firing when the sound of her sister's shrieks pierced her ears. Transfixed with a scared stare, uncertain whether to breathe or scream, she absorbed the image of Luna being held like a shield, suffering. It wasn't her intention to hurt her and the waves of devastation and regret washed over the alicorn. Although the hate for the darkling remained, fear's mask wore over her again.

"As expected," The Hunter finally spoke, his claw loosening around Luna's neck, carelessly dropping her like an unwanted toy. "Equestria's finest to the rescue." He degraded, taking a step closer from the thrones. "Did you all come here to beg for mercy or to try and fight a losing battle? Either way, you're all going to suffer no matter what!"

At a loss, Celestia couldn't bring herself to speak or even move. She just stared at her wounded sister.

Much like her mentor, Twilight became still like a statue, fearing to move a single muscle. She couldn't break her stare between The Hunter. She knew it was her he was aiming his glare at. It all came crashing back down on her, the worriment, the anxiety, the fear.

While Applejack's scowled towards the intruder, it wasn't enough to match Rainbow Dash's fury. The two took on defensive positions, waiting for the darkling to make a move. Although fear ran through them, Pinkie Pie, Fluttershy and Rarity stood by their alicorn friend.

"Uh, Twilight," Pinkie Pie whispered. "What do we do?"

Ensnared by the dark eyes of The Hunter's mask, her every breath being captured by his unsettling presence, Twilight's mind began to crumble away, unable to think properly with stress and anguish picking at her. Canterlot was being attacked! Princess Luna was hurt and the barrier everyone had faith in had shattered like glass.

"I..." The Princess of Friendship stammered, failing to function properly, breathing in a defeated tone, "I don't know."

Author's Note

Thanks for reading everyone! This chapter was meant to be much longer, but it would take me a rather long time to bring it out so I decided publish it into parts.

By now, a lot of people are familiar with EMositeCC, she's been incredible with cartoons, art and sketches in general, and she's even the one who provided this story's front cover. She has struck once again with some sketches of the 44th chapter, capturing Starlight's grief and worriment perfectly. Take a look:

Another helping hand with Fear Within is Phantom-Dragon who has managed to help me dive back into writing! He's also responsible for assisting me with chapter 44, 45 and 46. For Smaugust, he has selected The Hunter, doing a great job in making him look vicious and monstrous:

A big thanks! These were both great surprises! Check out their DeviantArt accounts:
Emosite CC
Phantom-Dragon

Chapter 48 - Invasion

In a matter of seconds, the throne room had been devastated with unsettlement, reckoned with despair all because of The Hunter. Canterlot had become a city of fear and it was all because of him.

Careless, maddened and burning with hate, his pale mask hid his vengeful eyes, concealing his keen teeth. All of the anger shown on his face was hidden, tucked away behind the mask that haunted Twilight Sparkle. Standing tall on the podium that elevated the two illustrious thrones belonging to the Royal Sisters, desecrate it with his filthy footsteps. Calmly, the darkling took a step forward, moving away from the wounded Princess of the Night, unconscious and hurt. Despite this, he showed no remorse to the act he committed. He kept his glare sharp towards the ponies at the other end of the throne room, hoping to spread the terror from his mask.

Twilight, failing to comprehend the situation, could feel herself turning cold. Becoming still like a statue as her heart began to rapidly explode with beat after beat. Eyes as wide as saucers, failing to make a sound as her lips grew firm and thin, the alicorn could feel herself numbing away, unable to take her eyes off the intruder that hated her guts. It was almost as if she had been snatched away from reality. Even with her friends by her side, she was scared.

While Applejack and Rainbow Dash hopped in front of their friends, the two positioned themselves as if they were ready to leap, to prepare themselves for whatever the darkling was going to throw at them. Baring their teeth and hardening their glare, the two mares took an immediate disliking to The Hunter's approach, despite that he only took a step forward.

There was an urge to break the distressing silence, Pinkie Pie, Rarity and Fluttershy all felt it. They wanted to say something, but all knowledge of words died on their tounges after witnessing the masked intruder wound Luna, using her as a shield against Celestia's attack. It left disgust but also an intense shock in their petrified eyes. Although they did not steel themselves like Applejack and Rainbow Dash, they still stood by Twilight's side, readying themselves for the worst.

What felt like an eternity, the deafening silence only lasted seconds when The Hunter took advantage of the moment, taunting the ones he hated, "What's wrong?" He asked, his voice waving mockingly. "Speechless? Dumbfounded? Scared? Our reunion, at last, and here, I am met with silence."

Princess Celestia finally managed to break contact with her sister's cold, limp body. Pain, agony and dread all swirled and swayed inside her, filling her with sorrow and rage. Raising her head towards and offering a piercing stare, it was her turn to take a step forward.

"What have you done?!" She shouted, her voice booming through the throne room. "What have you done to her?!" She demanded to know.

Showing no intimidation to the alicorn's furious shouting, The Hunter merely tilted his head and scoffed, "There is no need for concern. Your sister still breathes, even after that drastic move of yours. I merely weakened her and yet, you did more damage than me."

"More damage?!" Rainbow Dash interjected, piercing the few seconds of silence with a shout. "You've got a lot of nerve showing up here! You're responsible for Tartarus' breakout, capturing Starlight and now you're helping the changelings invade Canterlot! All of this damage is on you!"

"Come now, Dash." He murmured. "The night is still young. I'll show you all what real damage is." The darkling threw out his hand, motioning his unsettling, dagger-like digits, beckoning for a fight.

"We're not behind bars like last time, Hunter," Applejack growled between her teeth, joining in on the fray. "So you can expect more of a fight!"

Unable to take another second of this quarrel, watching it build up to a fight that she feared greatly for her friends, Twilight finally found the courage to speak. She rose her head and wore a mask of composure over her frightened face, shouting, "Enough! Please! What have you done to Starlight?! Where is she?!"

"In better care," The Hunter told. "After all, she's away from you!"

"If she's hurt-" The young princess gazed intently but was quickly cut off.

"And as always, still acting like a hero." The darkling derided, throwing his head back a little in frustration. "You're not a hero, you're an obsessive neat freak, crying over mishaps. You're a coward! A failure! A scared mare who can't even save her friends." He motioned his arms upwards, running his claws through the air as his voice began to flicker with anger, "Canterlot is on its last breath. It's over, you've lost! You can't protect anything or anyone!"

"That's not true!" Pinkie Pie fired back, rallying to her friend's aid. "We're still here!"

"But for how long?" The Hunter threatened, curling his claws into fists.

Determined and defiant, Applejack threw her voice with a bark, "Until the end!"

"Well won't that be brief." The masked intruder sneered, holding up his claw, a slither of smoke dancing and waving around his sharp digits as they curled inwards.

Unexpectedly, loud, sharp, clanking noises rose rapidly, ending with a booming crash. Everypony nearly jumped out of their skins in complete astonishment when watching a certain spot on the left side of the wall just before the podium explode. Tearing through, leaving a crumbling hole in the throne room's wall came an armoured, mechanical tendril belonging to the changelings' airship, scarping and planting itself into the floor while leaving one of the stained windows shattered, fractured into tiny pieces, scattered along the floor.

While The Hunter remained unfazed by the abrupt attack on the Royal Palace, everypony had averted their startled gaze towards the tendril that anchored itself into the floor and soon, followed by the sounds of light taps.

Emerging through the fractured hole in throne room's wall, treading lightly on the armoured anchor was a tall, slender changeling with an eerie, sly smirk plastered over her deceitful face. As her eyes captured her audience before her, they filled with a disgusting type of delight. Queen Chrysalis hopped off one of the many anchors her airship possessed, striding proudly towards The Hunter's side.

"Oh look!" She grinned, her eyes narrowing and targetting Fluttershy. "She's awake."

Feeling a sudden jab to her gut, Fluttershy didn't think it was possible to feel another intense tide of fear sweep over her. Shaking as the changeling queen laid eyes on her position, all she could do was nervously stare back, unable to say a word as she retracted neck back a bit.

Upon seeing the changeling queen make her entrance, Celestia's stare flared with disgust and hate, creeping out a whisper, "Chrysalis."

Unable to contain her snicker, Chrysalis put her attention on the alicorn, still holding a wicked grin, "Aw, Celestia... I hope you're not still sore after what went down back at Tartarus." She mocked.

"Call off the invasion, Chrysalis!" The Princess roared. "Your quarrel is with me, not with my subjects!"

"From where I'm standing, you're in no position to make demands." The changeling queen snarled. "You and your little pets can watch as my changelings swarm the city, capturing and containing all of your precious subjects. Everypony will soon be mine to control and then, well... Everypony can bear witness the age of the Changelings!" The queen howled a maniacal laugh. "Once I'm through with you, my victory is assured!"

"That's not going to happen!" Celestia challenged, moving a step forward in defiance.

Oddly enough, Chrysalis felt no annoyance or rage towards the alicorn's protest, in fact, she kept her devious smirk while looking back at the princess unsettling manner, speaking softly, "Perhaps you require some convincing." Soon, the softness in her voice hardened as she bared her teeth with a hiss, "You and your pets!"

In seconds, the changeling queen's sharp, crooked horn began to shroud in a haunting, green, luminous glow. Holding her ground, she fired a beam directed towards the alicorn.

"Princess Celestia!" Twilight cried.

With no room to add the panic with the anger she felt, Celestia swiftly pushed herself forward as her horn was encased in a radiant blanket of yellow. Just in time, a small barrier flung over her, acting as a shield as she was protected, holding off the attack. As valiant as she was, no one could deny that she was struggling.

Twilight and her friends watched Celestia fend of the changeling queen's attack, they were ready to interfere until Pinkie Pie hopped upwards with eyes corrupted in alarm, throwing a hoof and screaming as her mouth stretched open.

"Incoming!"

While Celestia remained preoccupied with Chrysalis, everyone followed the pink hoof with their terrified eyes, seeing how she was pointing at The Hunter.

Fading, the darkling became engulfed in the ink-like shadows he controlled, his form and appearance instantly vanishing as he transformed into a slither of smoke. Moving like a snake, charging at the other alicorn and her friends with great speed, The Hunter was inches away from his enemies as his passionless mask, his vicious claws and daunting spikes began to take form. Rising above them with a leap, he was ready to tackle the alicorn.

Surprisingly, Applejack and Rainbow Dash held their position and readied themselves for him to get closer. Feeling the overwhelming sensation as Twilight, Rarity, however, managed to work her magic, readying herself while Fluttershy and Pinkie Pie all held their ground, although fearing The Hunter's every move.

Frozen in fear, paralysed and helpless, Twilight winced, bringing a wing over her in defence as she tried to shield herself from the menacing darkling. Lost, unable to think, she closed her eyes and gritted her teeth, preparing herself for the worst. She tried to tell herself to move, to teleport, to fire back! But her mind, her body... She just kept still, frightened to move a single step.

He was so close. His claws nearly crashed down on her if it wasn't for the alicorn's sudden saviour.

Leaping into action, hurdling himself over the six ponies, Shining Armour generated a magic shield, glowing magenta as it hovered over his horn. Just in time, he bashed The Hunter head-on with his magic-projected barrier, causing the darkling to fly back.

When his mask collided with Shining Armour's magic, The Hunter felt a strong force push him back through the air like a tidal wave. No longer a trail of inky smoke, he returned to his original form, properly reconstructing his limbs, tail and body back as he landed on all fours like Timberwolf. His claws, both hands and feet, carved deep into the ground as he scraped along the floor, looking on at the unicorn who denied him. That emotionless mask failed to show any anger, but the spikes surrounding it rattled and waved in an irked manner.

Planting his hooves to the ground with a knock, safely landing in front of Twilight and her friends, he stared back at the darkling with a cold, icy stare as his neck thrust upwards. Shining Armour bared his teeth and his voice hardened with displeasure, "Round two, freak!"

Amazed, everypony could feel the relief pumping into their hearts as the Crystal Prince rallied towards their aid.

"Shining!" Twilight spoke in awe.

Forcing herself to make a move, concentrating, Celestia channelled her magic and absorbed her own barrier, fading it away and directing a beam towards Chrysalis, firing upon her.

Unable to react in time, the changeling was hit with a burning surge that spread through her chest. Celestia's impact managed to push her as she slid back, side by side with The Hunter. Unhappy in her vile, green eyes, anger brewing, Chrysalis hissed as spite began to drip from her sharp teeth.

Mirroring their intruders, Celestia and Shining Armour stood tall, strong and ready, blocking their path to the six ponies behind them.

"Everypony listen to me." The elder alicorn ordered in a stern tone, her gaze refusing to depart from the changeling and the darkling. "You need to leave, evacuate Canterlot and get to the Crystal Empire. Help anypony you can along the way."

"But what about you two?" Fluttershy asked with her voice quivering.

"We can't leave you both," Rarity joined. "Not with... These ruffians!" She cried in disgust.

"She's right," Twilight agreed. "Leaving you two isn't an option. We won't!"

"This is not a discussion, Twilight," Shining Armour objected. "If we all leave, what's to stop them from following us. We'll buy you some time to get out of here along with everypony else, Holly's already got a headstart on the evacuation. We'll do whatever we can to rendezvous with you at the Crystal Empire."

Trembling, fearing for her mentor and brother, the Princess of Friendship began to stammer, troubled by the reality before her, "But- But I can't-"

"Yes, you can!" Her brother told. "Now all of you, run!"

From the other end of the room, everyone heard the cold, short laugh of The Hunter as he stared right at them, breathing, "Yes... Run. Make this fun for me."

Twilight stood rigid in terror, too scared to move. Eyes corrupted in disbelief, her mouth trembling as her heart ached along with her breathing feeling strangled. She didn't want to grasp the reality she was in. Everything was falling apart.

Turning around, Applejack nodded towards her friends, signalling them to move back, "Come on everypony. You heard them, we need to go."

Fluttershy, Pinkie Pie and Rainbow Dash all exchanged quick looks of concern, regret filling their eyes like water as they promptly backed out of the throne room with Applejack. However, Twilight's hooves remained glued to the floor, unable to muster the courage to turn around, let alone move a single muscle. By her side, Rarity gently placed a hoof on the alicorn's shoulder, trying to reach her back into reality.

"Darling, you need to listen to me." She cooed. "We need to leave and get everypony to safety."

As if she had been caught in a net, dragged from the darkest depths of the ocean, the alicorn finally snapped out of her frozen state and slowly began to back away. It hurt to break her gaze from her mentor and brother the moment she finally turned around, following Rarity out of the door not before hearing Celestia's words.

"Be safe, my little ponies." She softly whispered.

On the verge of tears, like a child being separated from her mother, Twilight gripped her eyes shut and calmed her breathing, shaking away her fright and sorrow while quickly following her friends down the hall, hearing the double doors of the throne room shut with a loud thud.

Facing forward, they all began to sprint, the only exception being Rainbow Dash who hovered above her friends, flapping her wings with haste. The more they ran through the halls of the Royal Palace, the more the screaming, crying and shouting of the scared crashed into their ears. Hearts pounding, breaths shaking as their lungs began to burn for air, they reached the atrium where the ponies they had gathered ran rampant. They were cowering and hiding from the dangers that lurked outside.

As the six ponies miraculously picked up the speed, they exited the Royal Palace only to observe the horror happening before them. As their hooves felt gripped by the path they stood on, they all came to a sudden stop, helpless to look at what Canterlot had become.

Plunged into chaos, the night sky congregated with countless changelings buzzing back and forth, some flying through the air while others came crashing down like comets as they flew straight from the airship that had been anchored to the city. Crawling around buildings, and roaming the streets, apprehending anything that stood in their way. One by one, members of the Royal Guard were being subdued, hurt and contained in chrysalises while trying to evacuate the rest of Canterlot.

The capital of Equestria, a city deemed safe, protected and secured quickly became overrun by the changeling horde in a matter of mere seconds. Canterlot had now become a city of screams with ponies rushing to safety, following the escort of guards that directed them to the docks. They were scared, frightened, panicking as their hooves collided with the ground as they were led to the airships.

As the six ponies stood by the entrance of the Royal Palace, lost in this world of horror and abhorrence in complete disbelief, they quickly huddled together and crouched down, remaining out of sight.

"Oh no..." Fluttershy started, her jaw shaking, making it hard to speak. "We need to get everypony out of here."

"But how?" Pinkie Pie asked. "We need a plan! What's the plan?!"

Pressing her lips together in anger, Rainbow Dash looked up to the crowd of changelings in the night sky, growling, "I say we should stand our ground and fight!"

"You heard Princess Celestia," Rarity protested, her eyes and tone disapproving of the pegasus' plan. "We need to help anypony we can and evacuate them to the Crystal Empire!"

"Rarity's right! We need to get everypony to the docks," Applejack stepped up. "That's our only escape!"

"But we can't stretch ourselves thin around the whole of Canterlot, what if we get caught?" The pink pony questioned.

"That's not gonna happen!" The cowgirl stated with assurance and determination coating her voice.

Pulling herself together, Twilight whirled around to her friends, fighting off her worriment and donning a stern expression, but even her friends could see she was having trouble fighting off her anguish.

"Everypony listen to me." She announced, her body growing unnaturally still as she found the strength to stop her voice from quivering. "We only have a matter of time before Canterlot is completely overrun by the changelings. This sounds bad, but we'll need to split up! Spread out and search the city, find as many ponies as we can and send them to the docks, try to stay out of the changelings' sight, only engage if you have to."

"I'm willing to do everything to help those in need, but is splitting up really our best course of action?" Rarity inquired with a troubled look.

"We can cover more ground," Twilight answered. "We can split into twos and meet back up at the docks in fifteen minutes." Hovering her hoof from the ground, she began to point to her friends hastily. "Applejack and Fluttershy, evacuate the Royal Palace along with the guards. Holly might still be in there."

Obeying the princess' command with a nod, Applejack smiled, "Consider it done, come on, Fluttershy." She signalled.

"Stay safe, everypony." The timid pegasus added, hopping from the ground and steadily fluttering her wings, floating from the ground as she followed the cowgirl back into the Royal Palace.

Next, whirling her head to Rainbow Dash and Rarity, Twilight pressed her hoof back down to the ground, her tone of serenity beginning to crack a little, "Rarity and Rainbow Dash, I need you two search the plaza, we have to be fast!"

"Ha! Are you forgetting who you're talking to?" The pegasus grinned, vaulting herself off the ground and spreading her wings, hovering with perseverance. "Let's go, Rarity! This will be a cakewalk!" She said, dashing off without a second thought.

Doing well to keep her distress under control, the unicorn looked to her remaining friends as uncertainty crossed her expression only for it too swiftly fade into a determined look, "We'll be quick as possible! Please don't do anything drastic, I don't think any of us can handle a repeat of what happened back at Manehatten."

"Noted," Twilight breathed. "Be careful."

"Rarity, come on!" Rainbow Dash shouted at a distance, surprisingly clear through the damage spreading through the city.

On command, the unicorn snapped her gaze away from her friends and hurried towards the pegasus, leaving only Twilight and Pinkie Pie together at the entrance of the Royal Palace. With the alicorn's mind burning, the cogs constantly turning, she was beginning to feel herself detach from reality if weren't for her friend bringing her back.

"Come on, Twilight!" Pinkie Pie urged. "We got this, what do we have to do?"

Snapping out of what appeared to be her endless thoughts of nervousness, the young alicorn blinked and stammered at first, bringing herself to rethink properly, "Pinkie, we need to find my parents. If we're lucky they're still in their house which isn't far from here. I just hope the changelings haven't gotten to them."

"Just take the lead!" The pink pony sang with encouragement, raising herself with a hop. "I'll be right behind you."

Acknowledging her friend's support, boosting her confidence, the Princess of Friendship promptly whirled herself around from Pinkie Pie and pushed herself to move, bolting forward without a second thought. With each step, she leapt with haste through the chaotic streets with her friend close by her side, both looking out for those who were in trouble as well as hiding from the eyes of the changelings.

When the doors to the throne room of Canterlot's Castle closed, it became an arena.

Unable to react in time, Shining Armour quickly threw his head upwards, failing to dodge the incoming, armoured fist of the darkling crash down against his face. The impact caused him to stumble back, gritting his teeth in pain and annoyance.

As The Hunter launched his fist towards Shining Armour, he brought it back up, bashing the captain's neck with the whole of his wrist, soaring him into the air, ending with him crashing back to the double doors of the throne room with a thud.

Celestia wanted to aid her ally, she needed to, but the whole of her concentration was gripped by Chrysalis. Blocking the worriment from her eyes, showing only anger and focus. Standing her ground as if her hooves had been bolted into the floor, the graceful alicorn spread her wings and kept her horn enveloped in a blanket of luminous light, firing a ray of energy that darted straight towards the changeling queen in mere seconds.

And in those mere seconds, as if luck was on her side, Chrysalis' jagged, sharp horn flared in a haunting glow of green, blasting a beam of her own that carried the same daunting, emerald glow. Her magic collided with Celestia's own, the beams pushing and forcing themselves together, waiting to see who would triumph. Back and forth, the beams of energy pushed against each other with the two rulers feeling overwhelmed with exhaustion.

Despite this, Chrysalis grew a teasing grin, narrowing her eyes and letting out a yelp of joy that fed her cruelty, "What names await my new domain?" She asked herself, her power rising over Celestia's. "The Changeling Empire? Or how about "Corrupted Canterlot?"

The Changeling Queen's mockery only fueled Celestia's anger that burnt inside her like a furnace, but it weakened her focus as she could feel her hooves sliding, slowly being pushed away by Chrysalis' beam. With great strength, the changeling threw her head forwards, powering her horn as the beam became a wave of destructive energy.

Helpless to hold her ground, the alicorn failed to deflect or shield herself from the blast. Upon contact, she felt the burning and aching sensation of Chrysalis' magic overwhelm her, launching her back to the double doors next to Shining Armour. Surprisingly, Celestia remained on her hooves and despite feeling hurt, she found the strength to keep fighting.

As her mouth thinned with irritation, Celestia's eyes flamed with exasperation when looking at the two intruders who relentlessly held their ground. The clock was ticking, she needed everyone to get to safety and all she could do was prevent Chrysalis and The Hunter from joining in on the havoc happening outside.

Slowly, but surely, Shining Armour lifted himself back up on his hooves. His bones aching, his legs feeling heavy, Shining Armour fixed his focus on his two enemies. Both of them had played a part in hurting his family and it only built up the resentment swelling inside him. While the anger glowed on his face, he revealed his teeth, grinding them to suppress his temper.

"Do you think they've escaped by now?" Shining Armour quietly asked the alicorn through gritted teeth.

"No, not yet," Celestia answered, keeping her voice soft. "Help with the evacuation, escape with the others while I hold them off."

Refusing to depart his gaze from Chrysalis and The Hunter, Shining Armour replied, "No." He said rather bluntly. "I'm not leaving you here to deal with these two. We'll take them together and buy more time for the others."

"Shining-"

"We can do this together." The unicorn abruptly cut off. "For Twilight, for Canterlot."

Holding her words, refusing to enter an argument, Celestia smiled at the captain and nodded, composing herself and returning her gaze towards the changeling while Shining Armour's eyes kept glued on The Hunter.

Like a cannonball being fired, the Princess of the Day ran and leapt from the ground, bringing her legs up as she targetted Chrysalis with a fierce stare, spreading her wings and hurling herself directly towards the changeling. Quickly, she outstretched her forelegs forward, charging at her enemy with great speed.

Refusing to cower, the Changeling Queen stood tall and locked herself in place, presenting a grin twisting wryly as her horn glowed, generating a barrier in front of her. However, Celestia's strength proved stronger than her projected shield. Breaking, shattering like glass, Chrysalis' shield vanished as the alicorn crashed into her, throwing her down to the ground. Relentlessly, the changeling began to snap her teeth at her.

"Release me, you wretch!" She snapped.

As the two rulers crashed into each other, Shining Armour charged at The Hunter all while his horn glowed deep pink, firing blasts of energy his way.

Effortlessly, the darkling faded in and out, turning into a trail of smoke as he dodged the captain's attacks, slithering closer and closer to him. Although Shining Armour kept on firing, The Hunter finally stopped just inches away from him, whacking the side of his face with the back of his wrist then swiftly readying his other claw, spreading his spear-like fingers down on his horn, gripping it until his digits locked tightly.

Just when the feeling of his cold claw secured around his horn, Shining Armour's eyes were forced wide open while his mouth hung agape, however, failing to break free a single gasp. His pupils trembled yet formed like daggers as he briefly stared at the pale mask's drab eyes.

With his grip secured, The Hunter dragged the captain off his hooves and threw him to the side, heaving him to the nearest stained window. However, in a flash, as the prince's body went limp and so close to colliding into the wall, he vanished in an instant, teleporting away from the darkling's sights.

Leaving only a burst of light that shined in The Hunter's eyes, he was too late to comprehend what had happened or where the unicorn had teleported to. It only took a second for Shining Armour to appear above him, crashing down on his back like an anvil, clinging onto him as he furiously stomped his forelegs at the back of the darkling's head.

Irked and frustrated growls escaped from behind his mask, the rattling of his spikes began to wave back and forth in annoyance. While The Hunter could feel the back of his head being stamped on, he threw his arms upwards, trying to claw at Shining Armour, doing whatever he could to throw his off his back. Despite the annoyance, he remained on his feet as his growling grew louder in exasperation.

When the prince could feel himself slipping, he made his move quickly. With all his might, he stomped his hooves on The Hunter's back once more, causing the darkling to fall on one knee. Seeing him weakened, the unicorn's horn flared in a blanket of deep pink, firing a beam of energy at the back of his neck.

Burning and aching, feeling forced onto his claws, he whirled his head around the moment the captain's firing ceased, his neck still sparking with pain. His gaze followed Shining Armour leaping off his back, returning to the floor.

The prince's eyes formed like daggers, snarling at him, "You're gonna pay for what you did to my family!" He barked.

"And your sister's going to pay for what she did to me!" The Hunter growled, swaying his dagger-like fingers and curling them into a fist.

Rapidly, smoke surrounded the darkling, tangling the whole of his body as he instantly sank into the ground, disappearing from his enemy's sight.

Shining Armour's brain began to stutter and his maddened expression switched to concern when noticing The Hunter vanish from his gaze. These were tricks the captain was too familiar with. Keeping its luminous glow, Shining Armour readied his horn and began to swing his head from left to right, surveying his surroundings but failed to locate his position.

Quiet, worried breaths of his own bloomed in his ears, his heart hammering to break free from his chest and despite this fear that plagued his system, Shining Armour kept his composure.

Abruptly, bursting from the floor, The Hunter's arm erupted from the prince's own shadow. Flaring up, his cold, heavy claw clasped onto Shining Armour's face, each pointed digit digging into him. Once his grip was secured, he pulled the captain's head to the ground along with his body.

Before Shining Armour could even fathom what was happening, his face and body bashed against the ground, his vision blurring and his head spinning while his face grew sore. An anguished moan escaped his breath, but the pain didn't end there. Swiftly, strands of shadows and smoke crept from underneath the hurt captain, taking the form of the armoured monster and appearing behind him.

The unicorn failed to rise onto his hooves and away from the floor, he felt the hefty, freezing foot of the darkling slam down against his back, holding him down, incapable of moving. Although another groan unlocked from his mouth, it didn't cease his struggling, he kept fighting to break free as his eyes tightened, but The Hunter's clawed foot grew stronger.

In his grasp, this was his chance to put a stop to Shining Armour's resistance. Just as he motioned his claw towards the unicorn's horn, his hand engulfed in wisps of smoke, dancing around his fingers, The Hunter's head bolted up the moment he heard a vicious shriek. The inky eyes of his mask snapped from the restrained captain as he saw the Changeling Queen being hurled his way.

Just as the darkling whipped his head up, it was too late. Thrown by Celestia, Chrysalis collided with The Hunter, knocking him down as they were both forced to the ground.

Feeling the weight of the darkling's foot being lifted as he was pushed away, Shining Armour promptly hopped onto his hooves and whirled himself around. Holding onto his anger, he spared a moment of attention to the alicorn as she flew towards him, floating down beside him.

"Thanks for the save." The captain breathed in relief.

"I'm afraid it isn't over just yet," Celestia whispered, her pupils forming like daggers, gazing intently at The Hunter and Chrysalis.

Forced to the ground, unable to predict the changeling that was hurled at him, The Hunter's crashed down on his back, but hurryingly, his body and limbs vanished, transforming into wisps of inky mist that swirled upwards. Quickly, the darkling's body emerged from the smoke that began to fade, standing tall and back on his feet once more, returning his attention towards the captain.

Despite being thrown, Chrysalis failed to hit the ground. Just as she collided with The Hunter, the vicious queen finally maintained control over her wings. Inches from the floor, her transparent wings began to rapidly flicker up and down, buzzing and hovering in the air. Swift and elegant, the changeling revolved herself around while a crazed look took hold of her expression.

Clashing her teeth together and staring back at the alicorn in spite, venom filling her eyes, Chrysalis thrust her neck forward in displeasure and shouted, "It was gratifying torturing you back at Tartarus, but this..." A harsh cackle escaped her breath. "I'm going to enjoy taking everything from you!"

Like a bullet being fired, the changeling queen charged at Celestia with a fierce glare. Fire burning inside her. Captivating, Chrysalis had been engulfed in flames that carried an eerie, green glow that raged around her body for a second, burning away her appearance and form. As the magical flames died in an instant, leaving no trace of the changeling queen, Chrysalis took the form of a huge, hideous flying spider-like creature. A pair of clear wings carried on the queens' vehemently fluttering as eight armoured legs began to dangle through the air. They were like spears, sharpened for war. Staring at Celestia were five unflinching and soul-piercing, emerald eyes accompanied with two ruthless fangs, each hungering for vengeance.

Horrified, feeling repelled by the beast that charged at her, the Princess of the Day wiped away the fear that lingered in her eyes and replaced it with vigilance and valiance. Determined, Celestia locked her hooves to the floor, standing tall and enlightening her horn, sending multiple and swift blasts towards Chrysalis.

Ignorant to the alicorn's blasts of energy, too stubborn to succumb to the burning pains that stung her armoured, keen legs, Chrysalis carried on with her charge, all legs spreading out like the claw of an eagle.

Resilient, the alicorn held her ground and continued her attack. However, in a flash, Celestia was swept from the ground as the arachnid's limbs clasped hold of her body, dragging her to the end of the throne room. Struggling to break free, the princess fired a ray of energy directly at the shapeshifter, scorching her face.

The feeling of agony surfaced on the side of Chrysalis' face as she released a hiss of annoyance and discomfort from her fangs. Roughly, she dropped to the ground, releasing Celestia from her hold but towered over her. All eight legs punched into the ground, almost imprisoning the alicorn as if she was in a cage.

Spinning around in shock, Shining Armour shouted, "Princess Celestia!"

Just as he took the first couple of steps towards the two, hoping to engage, shadows burst before him as The Hunter appeared, blocking his path.

With five, hateful eyes peering down at her, Celestia watched with horror as the spider-like creature opened its fangs, thrusting the whole of its head down while trying to bite her repeatedly. Swiftly, the alicorn rolled out of the way, her horn glowing brightly and teleporting away, leaving only a brief burst of light that deconstructed her body.

Witnessing the teleportation spell of Celestia's magic and appearing before her, Chrysalis whipped her head up as her eight legs scurried back a few steps, gazing intently at the princess. She watched as the alicorn's glare hardened. Although the princess failed to tower over the changeling queen, Celestia didn't back down. She raised her neck, stiffening her legs and stretched out her heavenly wings.

Tenacious, courageous and gallant, the Princess of the Day; Ruler of Equestria positioned herself before the podium that elevated the thrones.

Swiftly, the form and appearance of the spider-like creature zapped away in a green flash. Flames of Chrysalis' magic swarmed and danced around her body, however, they quickly burnt out and faded away. No longer the huge, flying brute, the Changeling Queen stepped forward, back to her original form.

Carrying a sinister smile, unpleasant in the eyes, Chrysalis spoke with delight, her voice ringing, "Just imagine! Canterlot and everything in it will be mine and soon, the whole of Equestria!" She said, taking a single step forward, looking proud and mighty. "If it wasn't for a certain someone, your precious, little pet... Twilight Sparkle, would have been mine as well! When Fright's done breaking her, I could have kept her as my servant, my pupil. After what happened in Tartarus, she became a lot more interesting. It's quite a shame The Hunter wants her dead!" Her voice sharpened with malice, snapping her keen teeth towards the alicorn, her horn illuminating and firing a burst of magic.

This time, Celestia pushed herself to the side with the motion of her wings, dodging the queen's attack while refusing to break eye contact with her. With fury riding her voice, she shouted, "I won't allow that to happen!"

Still feeling the warmth of her nearing victory as if it was sunlight, Chrysalis continued her jeering, "This resistance won't do you any good, nor will it inspire any form of hope. Fright's going to break you and then when you're reduced to a broken, cowardly mess, you will be mine to dispose of!" Keeping its ominous glow, the Queen of the Changelings' crooked horn sparked with a droning buzz, launching another blast directly at the alicorn.

Enveloped in a magic aura of yellow, waving around and surrounding her horn, Celestia's jaw clenched as she fired a ray of energy, colliding and blocking Chrysalis' own.

The two rulers held their ground, their hooves slowly sliding back as the beams crossed together, each trying to force and push the other one back. Both their eyes flared in aggravation, the hate for each other boiling deep inside them.

Feeling the constant beating of her heart hammering against her chest, Celestia couldn't deny her fears. She was afraid. However it had to happen, she needed to buy time for her subjects, her friends.

Canterlot Docks

Against the enormous mountain, among the clean, rich, ivory walkway of the docks and far away from the battle, ponies were heard screaming, shouting and crying; calling for friends and family. Crowds of terrified faces looked to the night sky, their eyes widening, bulging from their sockets as the changelings invaded. Luckily, the docks had been barricaded and secured, turned into a haven by the Royal Guard. Like the branches of a tree, the walkways split, leading to many airships that were waiting to disengage from the docks. Armoured, huge, yet elegant, the many vessels were being loaded with citizens of Ponyville and Canterlot. They hurried without hesitation, rushing towards their only escape while bumping and crashing into each other. They were scared. Panic and fear now latching onto them like a virus.

Among the frantic groups of the scared ponies were Applejack and Fluttershy. Although the cowgirl maintained her composure, seeing everyone around her in such a frantic and frightened state was heartbreaking. Fluttershy may have been jumping and wincing, however, it didn't stop her from getting everyone to safety. They did all they could to evacuate everyone in the Royal Palace. Thankfully, Holly had already organised the escape with the help of her allies.

What lied beyond them was their airship, waiting and allowing the citizens to enter. However, before the two mares were the Cutie Mark Crusaders, terrified much like the rest. Their panic-stricken eyes looked up to them, their legs shaking as they crouched from everyone running around them, racing to their safety.

"You girls go on now," Applejack ordered, motioning her hoof. "We'll be right on board. Granny Smith and Big Mac are waiting."

"But what about you?" Apple Bloom asked with worriment trembling her voice.

"And what about my sister?" Sweetie Belle questioned with her fear breaking out.

On cue, Fluttershy wore a gentle and parental smile, speaking softly, "Don't you girls worry about us. We need to wait for our friends and help anypony we can."

"But-"

Unable to get another word out, the cowgirl interjected, "We'll be fine, Apple Bloom." She assured. "We need to wait for Rarity and the others."

"We'll wait for your sister, Sweetie Belle," Fluttershy eased. "You girls just get on the airship and wait with Granny Smith. We'll join you shortly."

Apple Bloom and Sweetie Belle exchanged glances, staring into each other's anxious eyes and feeling hesitation brewing in them. This feeling of resistance was quick to die as the screaming and crying around them got louder. Whirling themselves around and heading into the airship, they hurried much like the rest. However, Scootaloo remained hesitant, but in a scared way. Her head began to swing from left to right, looking to the two for guidance.

"It's okay, Scootaloo," Fluttershy cooed. "You'll be in the Crystal Empire soon where it's safe, okay? You'll be fine, I promise."

The filly responded with her voice quivering, "Oh- Okay." She simply said, pushing herself around and following her friends into the airship.

As the three fillies entered the vessel, both Applejack and Fluttershy spun around in sync, looking around frantically for their friends.

"Do you see them?" The shy mare asked rather worryingly.

Slowly, the cowgirl surveyed the area, trying to identify their friends through the flocks of scared and speeding ponies, shoving and bumping into one another.

"Ah can't-" Her eyes snapped open as she threw a hoof. "Wait! Over there!"

Speedily, Fluttershy's eyes followed her friends hoof as she watched four of her friends emerge from the crowd. Rainbow Dash took the lead, flying towards them swiftly with Twilight, Pinkie Pie and Rarity all galloping, their hooves stomping against the ground.

Joining up with the rest of her friends, reuniting once more, Twilight and the rest of her friends put a sudden halt to their rushing, stopping just in front of Applejack and Fluttershy. Desperately, the young alicorn looked around her friends and did a double-check to make sure they were all here.

"Thank goodness you're all here, is everypony okay?" Fluttershy asked.

Catching her breath, Pinkie Pie answered, "We're... fine, Flutters. We cut it a little close back there."

"I've been better," Rainbow Dash stated with slight disappointment, bringing herself to the ground. "I did everything I could to round everypony up, but it wasn't enough."

"We did all we could, Rainbow," Rarity comforted.

"Did everypony from the castle managed to get here?" Twilight inquire with an urgent look.

"Most of them," Applejack quietly confessed, averting her gaze. "We lost a few on the way here. The changelings just snatched them up from the ground and contained them in some sort of gel."

Enthralled in sudden horror, Rarity gasped, "Sweetie! Is she-"

"She's safe and sound, Rarity." The cowgirl answered with ease.

"Same goes for Scootaloo," Fluttershy added, looking at Rainbow Dash who broke free a sigh of relief.

"Even Mr and Mrs Cake?" Pinkie Pie asked.

"Yes, them too."

"What about my brother?" Twilight questioned with pleading eyes. "What about the princesses? Did they manage to escape?"

In response, Applejack looked down and closed her eyes, shaking her head, "No sign of them. I'm really sorry, Twilight."

Heartbroken, the young alicorn lowered her head, pressing her eyes shut as the weight of fear managed to crash through her composure. Slowly, she revolved herself around and forced her eyes open once more, taking in the destruction of Canterlot at a distance. Absorbing the haunting image of Chrysalis' vessel hovering over the Royal Palace with the changelings blasting around in the sky and scampering on the streets.

"We have to go back for them," Twilight trembled out a whisper.

Everyone exchanged faces of shock and heartache, showing a mixed response to the alicorn's words.

"Maybe Twilight's right! There's still time to go back," Rainbow Dash suggested. "We can still help them!"

"Your heart's in the right place, but we can't keep ponies waiting," Rarity disclosed. "The airships will be leaving any minute."

"I want to help just as much as you, Dashie," Pinkie Pie confessed. "But do you really wanna go back? What happens if we end up in serious trouble!"

"Even if we were to go back, we could get caught," Fluttershy joined, growing jittery. "By the changelings or even..." A gulp interfered with her words. "The Hunter."

"Fluttershy's right," Applejack backed up. "Princess Celestia and Shining Armour kept Chrysalis and The Hunter busy so we could evacuate the city and get to safety. If we go back just to wind up gettin' captured then all that would have been for nothin'. We can't go back." She said, her voice dying into a whisper as she bestowed a look of concern to the alicorn's back. "Not with The Hunter targetting us."

As all eyes fell upon the Princess of Friendship, still looking out to the ruined Canterlot, attacked and swarmed by the changelings. Sorrow and empathy swirled within them, feeling for their struggling friend. Before anyone could get a word out, everyone's ears pierced upon hearing a new voice join them.

"I know this is hard, but we haven't got all night."

One by one, they whipped their heads to the hefty airship anchored just behind them. Standing just in front of the entrance of the craft was Holly, looking expressionless but speaking in a comforting manner.

"It won't be long before the changelings close in on us. We need to leave now." She ordered, turning herself around and entering the vessel.

Stammering, Twilight's voice quivered, "This is really happening... Isn't it?"

No one wanted to be the one to answer Twilight. They were all hit with disbelief, sorrow and fear just as much as her. But surprisingly, rising above her sea of doubts, Pinkie Pie forged her way to the saddened alicorn, placing a hoof over her shoulder in comfort.

Sadly, Pinkie Pie looked down and spoke dolefully, "Canterlot had so many ponies in it... I didn't think we'd have to be doing another evacuation. But we did save a lot of ponies." She said, her voice sparking up with some form of cheer.

"And we can save more another day," Rarity supported, looking to her friends. "I hate to say it, but there's nothing we can do to save Canterlot now. We need to leave." Her voice was quickly gripped with melancholy.

"I'm afraid Rarity's right," Applejack agreed, stepping up. "I promise we'll come back for the princesses. Same goes for Shining Armour, but right now... We need to go."

Disconnecting from her position, raising herself up, Twilight slowly turned herself around, looking lifeless and depressed. Miserably lowering her head and moving like a zombie, she didn't say a word... and that was alright. Her hooves lightly tapped the ground, failing to make any sound.

Lost, hurt and frightened, everyone felt the same way the alicorn did. They all ambled their way to the airship, trying her best not to look back at the ruined city. Although Twilight lagged behind, the motion of her legs grew slower and slower as doubts crept and tangled her thoughts. In anguish, the young princess locked her eyes tightly as the anxiety returned to attack her.

Spike, Discord, Starlight and now the Royal Sisters along with her own brother were in the clutches of danger. Manehatten had been ruined, Ponyville had been taken and now Canterlot was being invaded. One by one, the friends she cared for were either taken, tormented or hurt. The alicorn's mind bubbled with worrying thoughts and horrifying feelings. Right now, all she wanted was to dig a hole and bury herself from the world... To cry. But one question buzzed around her.

What horror awaited them?

A sudden realisation sparked in Twilight's mind, facing the reality that this chaos was never going to end, not until Fright had been brought to justice! Horrible memories poured over her like water, her brain stinging when remembering the announcement. Day and night, for months, Spike waited to be found, but no one came. He suffered from that horrible fear-inducing poison, tormented by his fears and crying for help for who knows how long and now, the princesses, Shining Armour and Starlight were going to get a taste of it. She remembered just how terrifying the alchemist's concoction was back at Tartarus. How those illusions felt so real and fed her brain with terror and dread. No one needed to suffer, not like Spike did.

With her movement fading, Twilight's legs locked in place, forcing her eyes open as she shouted, "No!"

Alarmed, just before any of them could enter the airship, Twilight's friends quickly whipped their heads towards the alicorn, showing looks of confusion and concern.

"I can't leave them behind!" Twilight declared while her expression grew stern, but in the eyes, panic still dwelled and fear glinted. "Loss after loss, all this torment isn't going to end until they're stopped!" She said with the stomp of her hoof.

"But Twilight, we can't go back," Fluttershy tried to reason, her voice growing tender. "We're outnumbered."

Composing herself, breathing calmly, the alicorn stood tall and looked to her friends, "I'm not asking any of you to join me. You're all going to get on that airship and head to the Crystal Empire." She calmly instructed.

The alicorn watched as shock filled her friends' eyes and disbelief jolt through their bodies as they winced back.

Struck with terror, Rarity shrieked, "What?! Darling, you can't be serious!"

"Are you insane!" Rainbow Dash shouted, bolting next to the unicorn in support. "After all this, you're pushing us away again!"

Denying the alicorn's request, Pinkie Pie shook her head, "Nuh-uh. There's no way we're leaving you!"

"Please!" Twilight urged, her expression twisting in discomfort. "This is for the best."

"The best?!" Applejack bellowed, confusion surging through her, approaching the princess. "How's leavin' you behind for the best?!"

"Do you even realise what you're telling us to do?" Fluttershy added, looking horrified.

"Please, just listen to me!" The Princess of Friendship pleaded with watery eyes. "They're targetting all of you just so they can get to me! Just so Fright can keep me scared! I already had to witness Spike suffer and it's my fault he was tortured! I refuse to let any more friends suffer the way he did. Not the princesses, not Starlight, not Shining Armour or any of you! I'm not losing any of you... So, please!" Slowly, Twilight calmed her breathing and looked up to her friends with a parental smile, "Go to the Crystal Empire and stay safe."

"And whatever happens..." The alicorn breathed. "Just know I'm glad I got to be friends with all of you. Believe me when I say this is for the best."

As the five ponies watched fear crack through their friend, none of them took notice of the alicorn's horn until it was too late. It brightened and gleamed causing the princess to be engulfed in a ball of light that burst, briefly blinding them with a white flash.

"Wait, Twilight, don't do it!" Pinkie Pie screamed, throwing her hoof up only to realise she was gone.

Before them, Twilight had vanished from their sight, teleporting away from the docks and back to the fray.

"Where- Where is she?!" Rainbow Dash stammered, erratically whirling her head from left to right. "Where did she go?!"

Even though she was aghast, Rarity answered the frantic pegasus, "She teleported away! I told her not to do anything drastic!" She cried.

"What was she thinkin'?!" Applejack blared, staring at the ruined city of Canterlot in fear.

Fluttershy looked to her friends and felt fear infiltrating her system, eyes haunted by anxiety as she trembled out her words, "What are we going to do?" She blurted out.

Scared and uncertain, the five ponies all exchanged looks of fear, worriment and discomfort, swinging their heads back and forth between the airship and Canterlot.

Canterlot Throne Room

Exhausted, tired and growing weak, Shining Armour began to back away with caution, projecting a shield over his face with his magic. Growing unsteady, his legs began to shudder and failing to focus properly, the unicorn's look transformed from focused to disturbed within seconds as The Hunter towered over him.

Relentless and fueled with fury, the aggravated darkling kept on throwing punches to the captain's shield one after another. Swift and furious, it wasn't long before The Hunter finally bashed his armoured fists into the shield more rapidly, causing cracks to form in the projected barrier. Punch after punch, the cracks began to spread all over the shield.

With one more hit, The Hunter slammed the whole of his claw down against the barrier, inevitably shattering like glass which left the unicorn overwhelmed, watching his only form of protection break before him.

Before Shining Armour could execute another spell, the masked darkling lunged his other claw at the captain's horn, gripping it with his corrupted fingers. Surging through is hand, smoke began to emit from The Hunter's fingers. Carelessly, he lifted him from the floor, staring into his aggravated eyes.

"This isn't funny anymore, Armour!' He growled. "You need to stop wasting my time."

Struggling to break free, squirming around and fiercely growling, a rush of agony was sent to the captain's head as he howled in pain. Gripping his eyes shut, failing to ignore the throbbing and burning discomfort buzzing around in his head, Shining Armour began to feel his horn swarming with dark shards, unable to perform any sort of magic.

Drained of energy and weakened, Shining Armour felt himself being enthralled in the darkling's empty-eyes, only to be dropped back down to the ground. Failing to land on his hooves, the unicorn fell onto his stomach, throbbing and burning with agony as dark shards cluttered around his horn, breaking his connection with any use of magic.

As The Hunter nonchalantly dropped the weakened prince, he promptly pivoted his head to one of the throne room's stained windows that had been smashed, shattered and destroyed to the point where it was unrecognisable. However, through the broken window, from far away, he watched as several airships departed from the mountains over at Canterlot's docks, escaping into the night.

Gripped with frustration, The Hunter growled with the rattling of his spikes, "You don't get off that easy."

Just as the darkling turned himself around, he felt something cling to his leg. Looking behind him, facing down, he took in the image of a weakened Shining Armour with one of his forelegs wrapped around his leg, although, failing to secure a tight grip.

Baring his teeth, overwhelmed with agony, he glared at The Hunter while forcing his words, "Don't... you hurt her!" He managed to growl.

Effortlessly pulling away from the captain's grasp, The Hunter whirled himself around and raised his foot, sending a forceful kick to Shining Armour's face, still gripped with anger.

Succumbed to defeat, the Crystal Empire's Prince fell unconscious, limp and powerless. His eyes dropped shut, unable to witness the darkling slither away.

At the other end of the throne room, losing her strength and feeling her energy fading, Celestia did everything she could to keep her magic soaring through her horn. Despite this, it was proven useless against Chrysalis' magic. With her head throbbing, the alicorn's magic weakened. The ray of light that emitted from her horn was pushed back by the changeling's blast.

Struggling to protect herself, Celestia's eyes widened in dread as her mouth forced open into a silent scream. Watching the green aura charge at her, pushing back her magic like it was nothing, the alicorn was swept off her hooves and forced back as if a tidal wave dived down on her. Overcome with pain, the princess collided with the two thrones behind her, knocking them over as she crashed down on her back. Hurt, the whole of her horn scorched and blackened, Celestia could barely pick herself back up.

In astonishment, witnessing what she had just done, Chrysalis quickly shook away her surprise and forged her way up the throne room's platform, forming a demented and sick grin over her face, her eyes filling with complete joy.

Burning with discomfort, aching all over and failing to perform any sort of spell, Celestia's attention didn't fall upon the changeling queen, but instead, her sister. Luna remained dormant; out cold as she lied near her sister. This only added more pain to the discomfort lingering in her.

Fear crawling around her like a spider, the alicorn's stare was torn from her sibling when Chrysalis towered over her with a stomp of all hooves. Looking up in dismay, hurting all over, Celestia gazed at the changeling who beat her. Her eyes absorbed the unsettling image of the queen's unpleasant, wicked grin plastered over her face, her sadistic green eyes piercing her soul.

With an eerie whisper, Chrysalis breathed, "I've won."

Unable to react in time, Celestia fell victim to another blast of Chrysalis' magic, resulting in her vision to quickly fade into the dark. As her thoughts and conscious departed, the Ruler of Equestria had been defeated. Now, Canterlot belonged to the changelings.

Chapter 49 - Hunted

Freckling only a few glimmering stars, the night sky remained a blanket of darkness with only a few clouds beginning to drift, slowly sailing by while the pale-white moon hovered like a glowing orb, hanging motionless as if it watched everyone down to Equestria. This would have been a beautiful sight to take in if it weren't for the ruined, swarmed and collapsing city that lied below. Now, this night was anything but beautiful. The darkness that lingered in the sky became eerie, sinister and daunting due to the unexpected attack of the changelings. This invasion left a stain on the capital of Equestria.

Destruction. Disruption. Devastation.

Tonight, it all happened in Canterlot.

Devoid of its former beauty, the city was a mess; a playground for chaos. Houses, buildings and shops had been defaced, ruined and destroyed. Doors were broken, windows were shattered into fragments and some buildings were wrecked, reduced to rubble. While some structures remained standing, they were still torn and cracked. Even the streets were littered with remains of what was once an exquisite city. Sadly, the madness failed to end here.

Like a swarm of wasps, countless changelings congregated in the skies, flickering above the wrecked city, hovering around in a frenzy while searching for stragglers that got left behind during the evacuation. They were successful in finding a few. Ponies that were lost or left behind were easily pursued and captured, put unconscious as they were encased in cocoons. These lime green goo cocoons were spread throughout the city, clustered together in empty alleyways, abandoned buildings and deserted spires. Those unfortunate enough to get caught were floating inside, trapped and senseless to the world around them.

With the sky controlled by the changelings, the streets were no better. Hordes of the shape-shifters patrolled the roads, armoured and prepared. Relentless, they searched every street, every building and alleyway. The ponies that were unsuccessful in escaping remained hidden in their houses, hearing the multiple marching and stomping of the vicious insect-like creatures. The sound of their hole-riddled hooves pounding against the pavement got closer and closer until they realised it was too late.

Following the orders of their queen, any stragglers left in Canterlot were pursued, captured and contained in cocoons.

In an isolated street, devoid of any souls, just vandalized buildings, ruined structures and smashed windows, a burst of light suddenly flared in the middle of the road for a mere second. Materializing from the brief flash, appearing out of the blue, Twilight felt her hooves contact the new area she had teleported to. Just a few seconds ago, she was at the docks, staring at all of her friends, pleading them to escape on the airship and then teleporting away. There was no denying it, she felt guilty leaving them so abruptly. Quickly, her wide eyes gripped her new surroundings, whirling her head from left to right in a panicked state, hoping nothing had seen her. The sight of the invasion happening didn't do the alicorn any good in composing herself.

The princess looked up to the enormous mountain behind her, putting some distance between her and the docks. Although she travelled quite far, it wasn't enough to reach her destination. Whipping her head in the opposite direction of the mountain, Twilight's worried eyes met with the royal castle and sadly, the changelings' airship that floated above it like a rain cloud. With the changelings swarming the skies and patrolling the streets, teleporting any further could lead her into getting caught. She needed to take cover and hurry to the castle.

"You can do this, Twilight." She whispered to herself, steadying her breathing. "You can do this." Immediately, her ears surged upwards in fright as alarm filled her eyes, picking up the sound of a strident voice, hissing loudly.

"What was that?!"

Without a second thought, leaping into cover with the help of her wings and getting herself off the streets, the alicorn stuck to the shadows. Focused, doing well to hide her fears, Twilight hastily, yet quietly pressed her hooves against the ground, running to the nearest alleyway she could find. Despite keeping a hold of her composure, her heart failed to cooperate. She could hear it thumping against her chest, battling her attention.

Polluted in darkness, mucky and cold, the young princess slid on her hooves, crouching and hiding behind a couple of metal rubbish bins. Cautiously, she lifted her head slowly, peering over the bins and watching what occurred down the alley. Shaking, her eyes detected three changelings moving in on the street she teleported to.

Glancing around with their eerie, blue eyes, devoid of any pupils, they hissed and growled, searching the street.

"Search the buildings!" One of the changelings commanded. "We can't afford to displease our queen by letting any more of these ponies escape."

Much to Twilight's luck and relief, they began to move away from the alley. The numbing horror she felt began to fade, feeling the warm and life coming back into her body, pushing out her chest and calming herself with a satisfied sigh. Slowly and steady, the alicorn raised herself back up, quietly motioning her hooves one after the other, moving away from the bins she used as cover.

However, upon moving, the young princess was quick to stop when her left hoof came into contact with a blob of something wet and sticky on the cold ground, sending a shiver through her leg. Disgusted by its texture, Twilight brought up her hoof and closely examined the thick lump that stuck to her. She recognised it as the gel the changelings used. Instantly, her eyes revolted and her teeth clenched together, cringing at the gel while flicking it off her hoof.

"Gross..." She muttered in disgust.

Continuing to advance through the darkened alleyway, feeling as if the walls were closing in on her, the alicorn began to notice more and more of the gel, splattered against the walls and ground. Avoiding the gel's contact, Twilight turned a corner and stumbled into a spacious area of the alley, the darkness refusing to fade. It was a mistake to come this way. What lied before her sickened and frightened the alicorn to the bone.

Paralysed by dread, feeling horror chipping away at her stomach, Twilight turned wide-eyed in fear, her breath stammering in disbelief as she paled. In this sector of the dark backstreet, sticking to the walls and grouped together were a multitude of green cocoons containing many ponies. Stallions, mares and foals, all that failed to escape the changelings. The citizens Twilight failed to evacuate.

The young princess had stumbled upon a nest of cocoons.

Struck with sorrow, Twilight warily lifted a hoof and wandered into the area, her stomach sinking. Left and right, her head twisted, noticing the cocoons daunting glow that battled the darkness of the alley. It was hard, but the young princess' eyes studied every one of the ponies trapped inside to the point where she was spinning around and whipping her gaze up and down.

Despite being very alive, they looked lifeless, floating in their confinement. Some looked like they were sleeping while others stared right back the princess with motionless eyes, mouths agape as they appeared disoriented yet unconscious. Earth Ponies, Pegasuses and Unicorns, the changelings had captured so many and nearly filled half an alley. Absorbing the images of those unconscious and trapped, it caused the alicorn to feel nauseous, dizzy and sick.

Growing frantic as she turned to each cocoon that surrounded her, Twilight kept whirling from side to side until a certain one caught her eye, causing the whole of her body to hold in place. There was nothing different about it that haunted her. It was who it contained that struck her nerves. The pony inside captured her attention, freezing the alicorn in apprehension. Shattering into tiny pieces like a fractured mirror, her heart broke when recognising the foal trapped inside.

With watery eyes and ears flopping down, Twilight's lips began to quiver as her voice broke.

"Dinky..."

Unconscious, floating lifelessly in her cocoon and trapped, Twilight's assistant had been caught by the changelings, imprisoned and stored into a lonely, dark alley along with many more. Although her eyes were open, they weren't moving, completely barren of any life. Expressionless, Dinky remained alive but motionless, not a single thought managed to cross her cold, dormant mind, unaware of the hurt alicorn in front of her. For the young unicorn, the lights were out.

In pain, leaving only a terrified gaze as a response to this awful sight, Twilight was devastated. Fixated on the cocoon that encased her assistant in suspension, the alicorn quickly shook off the horror that crawled over her and snapped back to reality. Breaking free from her frozen state, the princess swiftly pushed herself towards the cocoon which only damaged her heart further upon closing in on the captured, unaware foal.

Doing her best to ignore the emotional pain that cramped in her, Twilight pressed her hooves against the gooey cocoon, throwing away her caution and becoming apathetic towards its texture, speaking in a shaken voice, "Dinky! Dinky! Just... Just hold on, I'll get you out of there!"

The more and more she took in the image of her thoughtless assistant just floating in her sticky prison, the more it burned her eyes in sorrow. Maintaining focus, Twilight's horn began to glow, emitting a small beam that tried to cut open the cocoon. Pushing all of her strength into her mind, the alicorn wore a look of shock when realising her magic did nothing. Dinky's confinement was kept unscathed almost as if the alicorn's magic did nothing.

As if the image of the captured foal began to taunt her, striking at her sorrows and mocking the loss of another assistant... another friend, Twilight's puddled eyes narrowed in annoyance, feeling her nerves rattled. Again, she fired another small beam against cocoon, but sadly, failing to make a mark. Gripping her eyes shut, holding displeasure against the changelings for doing this, the alicorn began to desperately hammer her hooves against Dinky's prison over and over, relentlessly trying to break her free while her breathing turned erratic.

It wasn't long before the tears streaming down her face began to loosen her eyelids' grip, slowly opening them and gazing at the trapped foal. With the hammering of her hooves beginning to fade, the anger in her eyes and face weakened to sadness and misery, sniffling and crying at the sight of her unconscious assistant.

"No, no, no!" Twilight cried, wiping away her tears. "I wasn't supposed to lose you too!"

Despite all that was happening, the alicorn wanted to break free everyone around her, but she was powerless to do so. She was willing to give her magic another try until she heard a group of distant, raspy voices that threw her ears upwards in fright, whipping her head to the alley she came from.

"It came from down here!" A changeling hissed.

"Then find the pony!" Another changeling responded, sounding irked.

Tearing away from Dinky's cocoon, fear consumed Twilight as she swiftly took one last look at her assistant despite feeling so much pain, "I'm sorry... I'm so sorry. I'll come back for you, I promise. I'll come back for all of you." She murmured, glancing around at all of the trapped ponies.

Hearing the steps of the advancing changelings getting louder and louder, pounding their hooves against the cold, damp ground, the alicorn pressed on. Building up her strength, the Princess of Friendship managed to break her gaze from the nest of cocoons and hurry down the alley, descending deeper into the ongoing invasion. Still unnerved by what she had witnessed, Twilight didn't stop, not for a second. Her legs raced with desperation, clapping against the ground while her mane and tail waved against the wind. Ridding her tears, her face grew stern as she witnessed the exit of the alley, preparing herself to continue onwards into the open while hiding from the changelings.

Pinkie Pie, Applejack, Rainbow Dash, Rarity and Fluttershy. The thought of her friends along with everyone else who managed to escape Canterlot built up some relief for the princess, although she couldn't deny the lingering fear inside her. Those who were captured like Dinky kept her heart aching. However, determined to put a stop to this whole nightmare once and for all, Twilight charged through the streets, refusing to falter a single step while keeping out of the changelings' sight. She needed to reach Shining Armour and the Royal Sisters.

In the vast and pearly halls of Canterlot Castle, havoc lingered just as it did outside. Cocoons that contained members of the royal guard clung to the walls and ceiling, trapping those who tried to put up a fight. Windows were reduced to shards of glass and walls were crawling with cracks. As Chrysalis began to celebrate and cheer, basking in her victory in the throne room, The Hunter found himself in the hall before three changelings.

Enraged by what he had heard, The Hunter's voice began to spark with frustration, growling at the changelings in front of him, "No, no, no, don't tell me they escaped! They're still out there and they're planning something! Twilight and her clingy friends wouldn't leave their leaders behind nor would they go down without a fight!"

Steadily, the Hunter began to walk past the changelings in front of him, curling his claws into fists and proceeded down the corridor, "Widen the search! I'm going to want a few words with the Princess of Friendship before Fright arrives."

What felt like an eternity of running and hiding, Twilight began to feel the agitating pain shoot up from her hooves to her legs. For a while, the night's cold air stuck to her throat, deepening her breathing as it grew faster. From alley to alley, street to street and building to building, the alicorn progressed through the invasion of Canterlot, evading the changelings' watchful eyes. There was no escape from the horror surrounding her. More destruction, more cocoons, more ponies trapped, it did well to gnaw away her confidence, but she prevailed and cautiously, yet swiftly kept running towards the castle. She was almost there, however, due to the heavy fortifications the changelings' possessed over the castle and its perimeter, the young princess found herself taking a detour from the streets and into the royal sculpture garden.

Despite the atrocity happening all over Canterlot, this part of the gardens was kept neat, lush and undisturbed, but that didn't remove the eerie feeling in the air. Scattered around the garden were a couple of luscious trees and a few trimmed bushes that were beyond the many elegant and proud statues dedicated to Equestria's heroes. Moving alongside the hedge maze, following the clear path and passing by the stone sculptures, Twilight swung her head from left to right as she carefully progressed down the path, keeping a lookout for any danger.

It was odd. In the garden, it felt quiet. Not completely silent, but quiet enough to properly think, to let the alicorn's brain breathe. As the Princess of Friendship meandered down the path, her face lit up with alleviation when she saw another entrance to the castle and as she hoped, it was left unguarded. Focused, steadying and steeling herself, Twilight locked away her fears and sparked a fire of valiance in her heart. The princesses needed saving, Shining Armour needed saving and this whole chaos could end tonight. Picking up her speed, she charged to the doors, carrying only a glare that flamed her pupils in determination.

She was so close.

Paying no attention to her surroundings and only aiming her focus to the unsecured entrance of the castle, Twilight blindly dropped her guard. Abruptly, feeling a sudden force of pain collide into her side as if a cannonball had been fired at her, she was pushed off the path leading to the palace. Out of nowhere, The Hunter launched himself at the alicorn, claws raised and at the ready, sweeping her off her hooves and tackling her to the ground.

With her head spinning and crashing down on her back against the smooth grass of the garden, Twilight moaned in pain and widened her gaze the moment the world around her stopped spiralling. The determination in her eyes quickly vanishing and making room for fear, she looked up to the pale-white mask of The Hunter, staring down at her. Firmly, one foot clamped down against the princess' hind leg while the other foot swiftly slammed down against her face.

Pushed on to the side of her face, feeling The Hunter's talon-like foot stomp down against her cheek, she unlocked another cry of pain, squirming and struggling to break free. Barely, Twilight managed to stare back at the darkling, showing a mix response of anger and despair.

"Well, well," The Hunter began. "Look who came running back. But what's this? The Princess of Friendship with no friends in sight, not a single one." Despite his blood boiling just by staring at her, he kept calm and lowered his head. "Where are they?"

"They left!" Twilight managed to bark back. "They're gone, away from you!"

"We both know that's a lie," The Hunter responded, throwing down his claw at the alicorn's neck and gripping it, pulling her from the ground and holding her into the air. "Knowing them, they'd never leave you. So I'll ask again. Tell me where your friends are hiding!"

"I already told you, they're gone!" She shouted.

Harshly, the darkling twisted himself around and heaved the alicorn, throwing her to a nearby statue with all his power. As she soared through the air, failing to control her wings on time, Twilight hurtle to the ground, stomping her hooves into the ground and quickly dragging herself away from the advancing terror, unable to tear her aghast stare from him.

"Lying won't save them!" He growled, the spikes around his mask waving and rattling in annoyance. "Fright's shown me what he has planned for you... and it's horrifying. But after, you'll die screaming!" The Hunter raised his arm, aura-like mist emitting and swirling from his claw, aiming at the princess. "And then your friends are next!"

Accompanied by a droning hum, a hazy, glowing ball of energy formed and then disengaged from the palm of his hand. Mercilessly, The Hunter fired upon the princess.

With a gasp shaking her breath and shock filling her eyes, knowing she wouldn't be able to move or leap from the incoming attack, Twilight teleported herself in a heartbeat, the whole of her body engulfed in a blinding flash of light. Quickly evading from the blast, the statue behind her took the hit, bursting and crumbling into pieces. All that was left of the sculptured pony was rubble, scattered across the grass.

Taking notice of the missing alicorn, The Hunter instantly rotated himself and elevated his leg, quickly gripping Twilight's face with his clawed foot the second she appeared behind him.

Feeling the hefty claw stomp and wrap around her head, the Princess of Friendship's heart skipped a beat, unable to comprehend what lunged at her. Blinded, her breath cluttered and stunned to the point where she couldn't feel her legs, The Hunter reared her into the air, carelessly throwing her back down to the ground without an inch of remorse.

Dropped to the dirt, free from his grasp, Twilight let out a groan as she tried to get back up on her hooves, struggling and shaking in the legs, doing whatever she could to try and hide the pain. Before she could barely stand, The Hunter sent a forceful kick to her stomach. Polluted in agony, locking her eyes shut as she cried out in anguish, winded and hurt, the weakened alicorn was pushed back to the ruined statue, failing to get up as her legs and wings crumpled in exhaustion.

Trying to battle the pain, the alicorn remained on the ground, telling herself to rise. As if the world pushed down on her back, Twilight couldn't bring herself to move, struggling as she tried to drag herself.

"Tell me, does it hurt?" The Hunter asked, walking to the damaged princess. "The constant failure after failure. You couldn't stop the breakout, Starlight put herself in danger because of you and now, everyone is running scared from their homes because they thought they were safe. They all trusted you and look at where that trust got them."

His voice harshened with a growl, "Look at where that trust got me."

Surprisingly gentle, the darkling lifted his foot and placed it on the alicorn's back, holding her down. Too hurt to fight back, too overcome with exhaustion to teleport, Twilight tried to pull herself away, digging her hooves into the ground and clenching her eyes and teeth shut in desperation.

"You can't save anyone!" The Hunter lashed out with a shout, his words dripping with venom. "Not your friends, not Starlight..." Crouching down, bringing his head closer to the princess' ear, his voice carrying bitterness, "Not your assistant."

Striking a nerve, behind the wall of fear that drenched over Twilight, bringing up the young unicorn, the thoughts of Dinky trapped and cocooned, her unconscious body floating in the changelings' captivity punctured the alicorn's heart. However, rage sparked in her eyes the moment she snapped them wide open, dripping with spite while her lips pulled back to reveal her teeth, clenching together in anger.

Twinkling in a wavering blanket of light, Twilight's horn danced in an aura that glowed magenta. Quickly, she gripped a piece of the broken statue with her magic, slowly levitating the stone foreleg of the defaced sculptured pony inches off the ground. With a sudden blare escaping from her mouth, frustration and exasperation riding her scream, the princess whirled her head, gazing intently at The Hunter's emotionless, fake eyes for a few seconds. As the alicorn whirled her head, she hurled the hefty chunk of stone directly at the darkling's mask.

Unaware of Twilight's trick, The Hunter failed to notice the hunk of stone that the alicorn launched at him. With a loud thud, the piece of the sculpture bouncing off his mask, the darkling dropped to the ground, crashing on his back as he fell like a tree being cut down.

Ignoring every bit of pain the alicorn felt throughout her body, she miraculously raised herself back onto her hooves swiftly and leapt onto The Hunter while he was down. With all of her might, Twilight pounded her hooves onto his shoulders, pinning him down as her horn began to flare. Firing a long and continuous blast of magic, the alicorn glared intently at the pale mask.

Feeling the full force of the princess' power, the burning blast of her magic kept The Hunter from rising. He tried clawing at Twilight's face but found himself immobilized by the never-ending beam that kept him forced to the ground. Growling, feeling the pain beginning to heat through his mask, he brought his crooked leg up and lunged his foot into the alicorn's stomach, thrusting her into the air.

The world rushed around the princess in a blur as she was sent soaring upwards, crashing back down onto the garden's pathway. Despite tumbling onto her side, Twilight quickly lifted herself back onto her hooves in a matter of seconds, staring at The Hunter with a scorching glare, breathing intensely through her bared teeth as her posture became nearly identical to that of a timberwolf. From afar, she could identify the damage she inflicted upon his false face.

Slowly rising back up, staggering a little, something felt wrong. Although it remained intact, still concealing his identity, The Hunter brought his claw up to the right side of his mask, his sharp fingers brushing along the surface only to feel a thin, jagged crack that swarmed over his colourless eye. Alarmed by the damage, his claw wincing away from his false face, curling into a fist and quivering, the spikes around the darkling's face began to waver.

Shaking, adding more fuel to the animosity burning inside him, The Hunter whipped his head up to the alicorn, staring at her with vexation holding his eyes as he growled, "Fright's right! The world should see you for the pathetic coward you really are! But I already know, and I'm not waiting any longer." With his anger exploding, he shouted, "Tonight ends with me watching you die!"

Rearing her head up, Twilight's voice faded to a whisper, "Who are you?"

Quietly, The Hunter took a few seconds to respond, only to lower his voice, "When you choke on that final breath, you'll know the truth."

Throwing his arm to the young princess, presenting his dagger-like fingers, ready to fire and cut off her use of magic, Twilight watched powerless as strands and wisps of inky smoke began to appear, orbiting and whirling around his claw. She knew she didn't have enough energy to teleport, so she steeled herself, waiting for The Hunter to make his move.

In his sights, just when he was ready to unleash a blast, Twilight witnessed a bright blue blur swooped down, charging at The Hunter and launching him out of her gaze as if he had been sucked into a hurricane. Baffled and confused, the alicorn looked towards the other end of the garden and beyond the statues, widening her eyes in disbelief. Sent sailing, The Hunter crashed against a tree, however, he was quick to rise, rearing his head up in frustration while anger and wrath began to drive him.

Heart racing, the young princess turned her head and glued her eyes onto Rainbow Dash, fluttering down beside her.

Anger painted over her face, the pegasus threw a hoof to her enemy and shouted, "You mess with her, you mess with us!"

Twilight picked up the sound of steps, hooves stamping against the garden's path. Breaking her worried gaze from the pegasus, she whirled her head in the opposite direction, looking in astonishment as Applejack, Rarity, Fluttershy and Pinkie Pie rallied to her side.

"You said it, Rainbow!" Pinkie Pie backed up.

Shaking, worried stammering tangled her words, "No, no!" Twilight exclaimed in dread. "You're not supposed to be here! You were meant to get on the airship and leave!"

"Are you serious, Twilight?" Pinkie Pie asked, arching a brow. "We couldn't have left you, not in a million years!"

"We'll talk about this later," Applejack ordered with a stern expression, keeping her heated glare on The Hunter. "Right now, we need to put a stop to this monster."

Speechless and horrified, worrying for her friends more than ever, the alicorn's eyes followed the cowgirl's gaze, staring at the darkling at the other end of the garden.

Steadily extending her hoof and helping up the alicorn, Fluttershy looked on as well, "We can't let you take on The Hunter alone."

"Fluttershy's right," Rarity nodded. "We can help."

"No!" Twilight denied erratically, fear taking hold of her face. "Nopony can go near him! He's dangerous! Find a way out of Canterlot and-"

"We are not leaving you, Twilight!" Fluttershy protested, stomping her hoof. "Like it or not, we're here to help."

Pressured and gripped with fright, the alicorn struggled to think clearly from the fear polluting her mind. Shaking her head, looking on at the other end of the garden as The Hunter began to walk with ease, his keen tail hanging motionless behind him, his tightened claws engulfed in a wavering haze that lingered with a droning, lifeless hum.

"Predictable, but I'd expect nothing less from the Princess of Friendship's friends." He breathed, throwing his arm up and pointing at his former friends. "You can't help anyone and I'm proof of that!"

"Everypony, stand together!" Applejack ordered, fixing her hat. "And get ready!"

Worried, Twilight watched as her friends all stood together, chaining a link in front of her. Pinkie Pie, Rarity, Fluttershy, Applejack and Rainbow Dash planted their hooves into the ground, waiting for the darkling to make his move.

With a few gentle steps, The Hunter picked up his speed, tensing his claws as his body began to shift and distort, withering into a wisp of inky smoke that hovered, swaying and slithering like a snake, charging at his enemies.

Snapping out of her state of apprehension, Twilight threw her gaze down to the ground, gripping her eyes shut as she tried to focus, pumping all of her energy into her mind. Glowing, her horn enveloped in light, the alicorn clenched her teeth as the look of desperation and fear washed over. Her head began to hurt, throbbing as she felt the magic surging through her brain. Like a drum being hit, the alicorn's heart began to beat faster and faster. It didn't take long for her friends to notice her struggled growls and hurt whimpers.

Pivoting her head, Pinkie Pie managed to break her gaze away from the lingering threat and look at the alicorn with concern and confusion dancing in her eyes, "Twilight..." She said with a troubled whisper.

She heard well of her friend, but the young princess didn't respond. With all her power, she focused on the five ponies around her while her horn continued to spark. Slowly, her agitated growl grew into a scream of pain as Twilight threw her head up, managing to execute her spell.

"Somewhere far... Somewhere far... Somewhere far!" Is all she mumbled to herself.

Soaring above them with a leap, inches away with his claws ready to crash down against the alicorn and her friends, The Hunter could almost taste his triumph.

In a flash, consumed in a ball of light that grew from Twilight's horn, her friends along with herself burst into nothing, vanishing into thin air.

Briefly blinded by the sudden burst of light, The Hunter landed with his claws sinking into the ground. When his sight was quick to come back, he returned onto his feet, standing while his head winced from left to right, turning around to find that they were nowhere. Realising that she had teleported along with her friends, The Hunter's frustration reached a new level. Behind that mask, his pupils quivered in aggravation. He was losing it. Bringing his claws up to his cracked mask, feeling the agitation rattle his brain, aching his head, the darkling threw down his arms and tightened his fists.

"No..." His growl transformed into an enraged shout that dripped with spite, "No!"

Suddenly, he whipped his head to the city of Canterlot, his blood boiling with rage as the thoughts of the alicorn escaping only maddened him. All of the damage, the pain and suffering and still, Twilight escaped with her friends. As his tainted, shattered mind began to pump with displeasure, The Hunter's loathing became unstable, his hate bursting his composure.

"You can't outrun me! Tonight is your last night!" He said, bringing his voice to a low whisper. "I don't need Fright to make you scream."

In the lone garden, desecrated and ruined much like the rest of Canterlot, The Hunter looked on at the changeling-swarmed city. Houses abandoned, buildings reduced to rubble, spires defaced. That night, the capital of Equestria had fallen, commandeered by Queen Chrysalis and her army. The Royal Sisters along with the Prince of the Crystal Empire had been wounded and apprehended.

Canterlot belonged to the changelings and as for Twilight and friends, The Hunter knew they wouldn't get far. He knew where they would hide.

Nowhere is safe.

Chapter 50 - Fleeting Hope

Winding through the quiet forest, flowing softly like a live ribbon of blue, a river trickled and crawled by the thickly, grown trees with roots twisted and crooked, their branches and lush green leaves barricading the view of the dim night sky. Sounds of soothing and calm splashes sang into the night, creating a world of tranquillity only for it to soon be disturbed. By the river that streamed gently, a white, blinding burst of light flashed for a second, materialising six ponies that suddenly appeared from the momentary light.

As their hooves felt the new ground, they all showed bewilderment to the sudden change in their surroundings. Most of them had to do a double-take. With uncertainty, Applejack and Fluttershy swung their heads and exchanged looks of confusion while Pinkie Pie appeared dazed, shaking her head and adjusting to the new area she had been teleported to. Slowly dropping her guard, Rainbow Dash whirled her head and surveyed the dark forest while Rarity shook away her disoriented look, regaining her focus.

"What the..." Rainbow Dash began. "What happened?"

"Where are we?" Fluttershy whispered, cautiously glancing around.

"Twilight teleported us," Pinkie Pie answered with a hint of confusion riding her voice, her eyes following the distant mountains where she could make out the ruined and invaded city of Canterlot.

"But why?" Rarity asked, slowly turning around and focusing her attention on the alicorn.

At this point, everyone followed the unicorn's movement and looked to the Princess of Friendship, seeing only her back.

Backing up Rarity, Rainbow Dash joined in, "Yeah, what's going on, Twilight? We could have taken him! We were so close! Why teleport us?"

The silence was deafening, it hung in the air uncomfortably as everyone waited for the alicorn to respond, but nothing came. Stretching thinner and thinner, the stillness became worrying and haunting. Breaking the silence, resisting to keep herself quiet any further, Applejack spoke.

"Twilight?'

Losing the strength in her legs, her head throbbing and spinning, growing disoriented, Twilight's eyelids slowly flickered until they sealed shut. Tired, exhausted and hurt, the alicorn drastically drained her energy and magic to the point where she couldn't stand. Dropping to the ground with a thump, like a ragdoll that was carelessly thrown away, everything grew dark and hazy for the young princess. Numbness and darkness took over, the sound of her friends' concerned voices is all she heard until the light quickly shut off in her head, losing consciousness.

"Twilight!"

All at once, they rushed to the collapsed alicorn in shock, huddling around her as they tried to wake the young princess, but failing in doing so.

"What happened?" Rainbow Dash demanded an explanation with desperation and concern coating her voice, worriment taking hold of her expression. "Is she alright?"

"She's not waking up!" Pinkie Pie shrieked, nudging the alicorn with her hooves.

"She's still breathing," Fluttershy examined, bringing some form of relief to her friends.

Arching a brow and whirling her head from left to right, Pinkie Pie looked at all of her friends with big, confused eyes, "So she just passed out?"

"It looks like it," Rarity answered, looking up from the alicorn. "After what happened back in Tartarus, she hasn't properly rested. The poor dear must have exhausted her energy from that spell, she did teleport us quite far." The unicorn said, rearing her head to the mountains behind her.

All of them took in the sight of the ruined and invaded city of Canterlot resting against the mountains in the distance. However, what haunted them the most was the sharp, nightmarish airship of the changelings, hovering over the palace like a rain cloud. Dread pushed against their backs, alarm crawled down their spine like a spider as they all looked at each other for guidance.

Frustration filling in her eyes, Rainbow Dash pushed herself from her friends and growled, "I can't believe this!" She said, stopping to the nearest tree, needing time to absorb the predicament she and her friends were in.

Everyone felt the pegasus' anger and disbelief, no one chose to rival her feelings. They all felt scared and sick to the core of their stomachs.

"At least we got a lot of ponies out of there," Applejack brought up, still putting her attention on the passed out alicorn. "Apple Bloom and her friends, the Cakes, a lot of ponies are gonna be safe at the empire. Granny Smith's gonna give me an earful when this is all over." The cowgirl chuckled, however, her expression was quick to sink into a look of gloom.

"But what do we do now?" Fluttershy asked with a hint of uneasiness crowding her face.

"I say we go back up there and fight!" Rainbow Dash rejoined the group. "We can't let them get away with this! The princesses, Shining Armour and a lot more ponies need our help!"

"What we need is a plan!" Rarity fired back, hoping to knock some sense into the pegasus. "We can't just walk back into Canterlot, we'll get caught!"

"What we need is a place to stay!" Pinkie Pie joined, making way between the two.

Managing to lift the weakened, limp alicorn onto her back, Applejack steadied herself and turned to her friends, "Pinkie's right. We can't stay out here all night and we need to make sure Twilight's okay. Let's find somewhere safe until she wakes up. Then, we'll make a plan and go back to Cantertlot."

"But where do we go?" Rarity questioned, bringing her hooves up to her trembling mouth, surveying the forest in fear. "Where can we go? Canterlot's been invaded by the changelings and those vicious Diamond Dogs have taken Ponyville!" Upon bringing up the Diamond Dogs, the tone in her voice shifted from upset to disgust.

With an idea sparking in her head, a moment of cheer lifted from Pinkie's face as she smiled brightly, "We can stay at the Castle of the Two Sisters! That place has gotta be empty, you know, with it sitting within the Everfree Forest and all."

"But to get there, we have to go through Ponyville," Fluttershy wistfully added with a shiver. "What if the Diamond Dogs spot us?"

"Don't worry about that," Rainbow Dash eased, waving her hoof. "Zercora showed me and Twilight a hidden route when we went to go get her. We can go that way instead, that way we'll be undiscovered."

Doubtful of Pinkie's choice in location, Rarity hiked a brow, "How do we know for certain that the castle hasn't already been taken?"

"We don't," Applejack told softly. "But what other choice do we have? We need somewhere safe to stay until Twilight's back on her hooves. Then we'll make a plan and save Canterlot. Is everypony ready?"

The cowgirl looked around, receiving only nods from her friends.

"Alright then." She said. "Rainbow, considerin' you've already been down this hidden route to the Everfree Forest, you lead the way."

Determined, Rainbow Dash smiled, "Got it." Smoothly, the pegasus began to direct herself through the trees, her hooves gliding through the grass with each step.

One by one, they all followed the cyan pony's lead and journeyed through the cluster of bulky trees. First Rainbow Dash, then Pinkie Pie, Fluttershy, Applejack and finally Rarity. Out cold, aching in her head and bones, Twilight remained weak and limp on the cowgirl's back, being taken to safety.

None of them felt good about leaving Canterlot to the changelings, not when the princesses along with those unfortunate enough to get caught needed saving. Despite their worrying thoughts crowding their goal, they all wondered why their friend teleported them when they were so close. They knew it was pointless to ask now, not until she woke up.

Anchored to the invaded city of Canterlot and hovering lifelessly above like a balloon, Chrysalis' airship remained something out of a nightmare.

In the flying fortress of the changelings, the walls around Starlight failed to hold any sort of comfort. It felt like they were closing in on her, screaming out to the captured apprentice. Dark, empty and cold, the room kept the same silence ever since The Hunter had left. The unicorn kept herself crouched in the corner, looking traumatised, deflated of life and defeated with overwhelming thoughts of what happened to her friend.

With wide, round eyes, refusing to look up from the floor, Starlight sniffled and teared up, remembering everything about how Spike acted behind the mask. He was mad, unstable, hurt and the only way for him to feel better was if Twilight shared his pain. The trembling in his frustrated voice and his eye rapidly blinking in a sea of crimson only added more weight to the sorrow she felt for him.

Despite the sadness that consumed her, she couldn't deny the feeling of fear that stuck around the moment he left. He was different. Although, what struck Starlight with intense fear was his hate for Twilight. He was her best friend, her assistant and now, he loathed her more than anything. With the way he was going on about wanting her to suffer didn't sound anything like the dragon she knew, but sadly, she couldn't deny the harsh reality behind The Hunter's mask.

"Something scaring you?"

Snapping out of her world of thoughts, pulled back to reality, Starlight whipped her head to her left and noticed a figure standing behind the bars. How long had he been standing there? When did he arrive? Hearing the sudden but cold and lifeless voice, she wanted to retreat, but seeing how there was nowhere to run, the unicorn stood up from her position and hardened a glare, wiping away all fear from her face.

Taking in the familiar appearance of his stitched face that took refuge under his hood, Starlight took a moment but responded with a growl, "What did you do to him?" Suddenly, a flow of anger rushed to her face and voice, this time shouting, "What did you do to him?!"

Tilting his head to the side, Fright remained unfazed by her prisoner's sudden burst in anger. Observing her behind the bars, he spoke with a hint of interest, "So you know of his identity. I must admit, I am quite surprised The Hunter sees you differently compared to the rest that wronged him. What is it that he sees in you?" He asked, bringing a hand up to his chin.

"His name is Spike!" She bared her teeth as anger and annoyance pumped through her blood.

"As long as he wears that mask, he is nothing of the servant you remember," Fright said, peering closer behind the bars.

"He's not a servant!" Starlight barked. "He's my friend! Now answer me! What did you do to him!" Nearly face to face with Fright, she stared intently at the alchemist with fiery eyes, demanding an answer.

The unicorn could practically hear the smirk stretch across his disarrayed face, "I made him see." He answered. "After realising no one was coming for him, my concoctions made him scream day and night. His worst fears plagued his senses, mind and soul, until... That fear took shape and form."

"Fearing the worst and seeing how everyone he cared for forgot about him and moved on," Fright continued, taking immense satisfaction from the agonized look on Starlight's face. "His fears convinced him it was for the best that he forgot who he was as well. I gave him a new identity, a mask, a name to be remembered! Soon, The Hunter will get his reward and watch the alicorn suffer, then, she will die by his hand."

In defiance, Starlight stiffened her neck and protested through the bars with a snarl, "You're wrong! Despite that you've brainwashed and tormented him with your fear spells, Spike will never hurt Twilight or the rest of his friends. You can think that he's your weapon, but in the end, he stopped Chrysalis from hurting me. Behind all the madness you inflicted upon him, the Spike I know is still there."

"Hmm," Fright hummed to himself, marvelling at the unicorn caged before him. "You are quite defiant, aren't you? I don't think we are all that different."

"Don't you dare compare yourself to me!" She fired back. "I am nothing like you! You don't know a thing about me!"

"Whispers from the dark tell otherwise." Eerily, the stitches around his mouth stretched and made way for his unpleasant grin. "All those months, terrified, broken and abandoned, Spike told me nothing but the truth about you and the rest of your cowardly friends."

Upon hearing this, Starlight's expression dropped from her face.

Mechanically, Fright grasped the cold bar of Starlight's cell, bringing his head closer, "Where I take interest in fears, you were once obsessed with equality. Deceiving and brainwashing your friends to seek power. You used fear to keep them under your control. Admit it, it felt good to keep them broken and scared, and that's what terrifies you the most." Surprisingly, his dead eyes gleamed with interest. "You aren't just afraid of who you once were, you're afraid that you can relate to me. When the time comes, maybe you'll end up worse than me."

Taking a step back, averting her gaze for a moment, Starlight looked back up at the deadpan eyes of the alchemist and frowned, "You're right. I am afraid."

Still keeping his strident smile, Fright looked down at his prisoner, feeling a wave of amusement when hearing her confession.

"But you're also wrong." She quickly continued, sounding stern. "While I may be afraid of who I once was or that I can relate to you, I know I won't end up worse than what you are now. I have friends, friends who have been loyal to me, kind, honest, generous, friends who have made me laugh and shared magic with me. So yeah, I am afraid of who I once was, but I know I won't become a monster like you."

"You sound so certain," Fright breathed coldly. "All it takes is one nightmare of a day and then, madness takes you. Just look at Spike."

The anger had been seated within Starlight for a while now. It was almost as if the rage was trying to break through her eyes and teeth, however, she kept her glare strong when he mentioned her hurt friend.

Noting her silence, the alchemist continued, "Fear defines who we really are, Starlight, and fear is the future!"

"And what about you?!" She pointed. "What are you afraid of?"

With another short, lifeless and quiet laugh, Fright stared at the unicorn, "True, everyone has fears and I am no exception. However, that feeling of dread and horror rattling your bones was robbed from me when I witnessed terror's true face. My face. There is nothing to fear but fear itself, and now, I am fear."

"You said all it takes is one nightmare of a day and then, madness takes you." At first, Starlight looked hesitant to continue, her words stopping in her throat until she forced them out. "Dare I ask, what happened that day? What made you so deranged and sadistic? What made you turn against the world?"

"The day I became what I am now is thanks to Equestria's deceitful and cowardice leader." He answered. "Nightmare Moon, Discord, Chrysalis, the creatures that are now roaming free from Tartarus, they are all connected to Celestia. All of the monsters and demons that plague this land, they were wronged and created because of her, and that's what terrifies her..." Eerily, Fright lowered his head to the protégé and whispered, "Sometimes, even creators fear their creations."

Slowly, the alchemist straightened himself up and began walking to the exit, leaving a puzzled, but enraged Starlight locked behind bars.

"I wouldn't get too comfortable either," Fright told. "You're being moved."

Throwing herself up, the unicorn stammered, "What! Where?"

"Canterlot." He answered, buried beneath his stitches, a grin grew. "It's time for the world to see what true fear is. We are going to give Equestria a show."

Author's Note

Happy Holidays everyone!

Chapter 51 - Loose Ends

One hour after the invasion...

What was once a city protected, secured and filled with comfort quickly erupted into madness once The Hunter brought down Princess Luna's barrier. One by one, the citizens of Canterlot, the ones that failed to escape, succumbed to the changelings' power and were caught. Imprisoned and stored into gooey cocoons, they were scattered around the city while the changelings waited for further instructions for their leader. An hour had passed since the city had been invaded. Houses were ruined, windows cracked and shattered, debris scattered along the streets from the attack.

The invasion was over. Canterlot had been claimed by the changelings.

Setting foot into the capital of Equestria, now stained by fear, Fright ambled through the haunting and memorable streets of Canterlot. He remembered this place so vividly, it was his home once and he still hated it. But seeing it in ruin, it brought serenity to the alchemist that many would find disgusting. Taking in the horror that he welcomed, Fright loosely wrapped his shrivelled, crooked fingers onto his wrist, hands resting behind his back as he walked at a relaxed pace under the stars.

Like before, the changelings were everywhere. They controlled the sky, owned the streets and infiltrated buildings that were once occupied with friends and families. Chrysalis' soldiers barely took notice of the wandering ghoul that absorbed the ongoing terror, instead, they focused on carrying out their queen's orders. Seeking out their enemies and containing them. Much to Fright's delight, he passed by many of Canterlot's citizens and guards, all screaming as they were dragged from their hiding places, being wrapped and contained in cocoons.

Screaming, snivelling and sobbing, each terrified scream all felt different to the alchemist's ears. To him, it felt healing as if music played. However, much to his disappointment, the horrified screams would fade into silence as they were put into a state of comatose. Sooner than expected, Fright found himself at the front entrance of Canterlot's castle, now swarming with Chrysalis' drones. The guards of the changeling queen granted him entrance, refusing to get in his way as he opened the doors.

Surprisingly, he didn't bother to look around the atrium of the castle. It didn't interest him. It felt the same even after he had been away for so long. All revolving around prophecies and the alicorns. Despite being away for so long, Fright knew his way around the castle. The route stuck to his mind like glue. As his feet softly pressed against the glossy floors of the castle's halls, he found himself in front of another door, one that held respect and attention. Once again, the changelings allowed Fright to enter the new throne room of Canterlot.

Upon entering, all heads turned, all eyes falling on him. Garble, the Diamond Dogs, Lightning Dust and the Flim Flam brothers all remained as far apart as they could, stationed near the walls while Chrysalis cosied up in her new throne, grinning from ear to ear.

No longer delicate, tranquil and royal, the throne room had darkened. It was now a room that demanded fear and respect which is what Fright admired. It appeared the changelings were putting a lot of work into decorating the room to please their queen. Of course, it remained spacious and the walls along with the ceiling were the same, although messy with layers of green gel, tangled together like a web.

"Fright, you're finally here... Wonderful!" Chrysalis beamed only to quickly snarl at the fearmonger. "Now let's get this meeting over with, I have a city to decorate."

Stopping himself in the middle of the throne room, Fright looked around to his audience and swayed his hand, "My stalwart associates, an announcement."

"Through thick and thin, you have all proven to be competent, tenacious and fearless in this time of terror. Your support has not gone unnoticed, you have been patient and now, your reward is finally here." The alchemist smiled, continuing to preach, "Tonight, you can spread the fear that united you. Equestria is yours to do with as you wish. Have your fun."

There was nothing else for him to say, although they were all waiting for more. A few seconds of silence, uncomfortable and creepy, caressed over them until a loud, boisterous voice shattered the stillness of the room.

"Is that it?!" Garble shouted, lunging from the wall and appearing to lose his cool. "Last time I checked you promised us our desires?!"

Rover raised his finger and spoke, backing up the dragon with a growl, "And what of our payment?" He asked, arching a brow.

"Was I wrong?" Fright questioned, turning to the enraged dragon and the three diamond dogs, all who had winced upon seeing his disarrayed face. "Look around, Canterlot belongs to the changelings, the Royal Sisters have been captured, the Crystal Empire grows weak without their valiant prince and everyone has been scared into their homes, too frightened to leave due to the monsters that now roam from their cages.

Garble held onto his anger but then frowned and crossed his arms over his chest, averting his gaze as he leaned back against the wall and reclaiming his cool. However, the three Diamond Dogs all looked unnerved and did their best to avoid eye contact with the psychotic alchemist.

"There are no objections to your desires just as I promised. Pillage buildings, ruin lives, take anything of value. Nothing can stop you."

"While I agree, nothing can stop us," Chrysalis declared proudly from her throne. "We still can't forget about Twilight and her insolent friends."

Fright responded with a cold, lifeless laugh, turning to the changeling queen, "Of them, you have nothing to fear. In this world of terror, they won't get far. Our instrument of fear will make sure of that."

"So what's the deal then? Why call us for another meeting?" Lightning Dust asked, arching a brow while sadness latched onto her eyes.

Turning himself from Chrysalis like a cog in a machine, the alchemist turned to his audience, "Because our alliance is at its end. You have all played your part, your assistance is no longer needed."

"So we're done here?" Garble asked a little too eagerly with brightened eyes.

"This little truce is finally over?" Spot exclaimed, sharing the dragon's delight. "We don't have to hear from each other again?"

Turning himself from Chrysalis like a cog in a machine, the alchemist turned to his audience, "Canterlot is in ruin, the Royal Sisters have been captured. All that remains is Twilight and her friends. They may have evaded our grasp, but I have full confidence The Hunter will find them and bring them back." The alchemist assured, a sinister smile growing as he admired the syringe around his wrist.

"And when he does, I'll make sure everyone witnesses their true cowardice as I peel back the layers of their fragile minds."

Bringing his eyes back up to his unsettled allies, Fright calmly carried on, all while still carrying an unpleasant smile, "Equestria is your playground. Tear off its limbs and then devour it’s flesh… but I… I will strike at its heart. Tonight, harmony dies of fear, and Twilight along with it."

Returning his hands behind his back, Fright's lifeless eyes examined his colleagues, all of whom were exchanging mixed responses, but stayed motionless, "You are dismissed."

Happily, Chrysalis spoke loud and clear from her throne, "In other words..." From ear to ear, she bared her sharp teeth and presented a hideous smile, staring intently at her allies with wide, unflinching eyes. "Get out!" She ordered in a sinister screech.

Flim and Flam nervously smiled and began to back away a few steps then quickly directed themselves to the throne room's double doors, leaving in a hurry. Looking alarmed, Lighting Dust couldn't remove the guilt from her eyes but still hurried out of the room with the others. Relieved, the Diamond Dog leaders along with Garble were happy this alliance was coming to a close, but still, they took this chance to dash out of the throne room, retreating far away from the changeling queen and the alchemist.

In seconds, Fright and Chrysalis, along with several changelings were the only ones left in the throne room. Calm, collected and returning to the matter at hand, the alchemist turned back to the throne where the changeling sat tall and satisfied, her corrupt eyes looking down at him.

"I can't deny that I hate you, Fright." She started with a smug smile. "But I must admit, you do have a way with words."

"The Hunter." He responded abruptly and carelessly, dismissing the queen's comment. "Where is he?"

Not taking a liking to the alchemist's tone, Chrysalis frowned and answered, "How should I know? I don't hold the leash on your monster. He's probably off sulking for carelessly letting Twilight and the others escape."

"He's done well granting you a piece of your desire, has he not?" The fearmonger asked, tilting his head.

"Ha!" Chrysalis bellowed, hopping out of her newly claimed throne as she began approaching the alchemist. "He may have brought the barrier down and granted my army a surprise attack, but even if he wasn't on our side, I could still take this city without him and without you!" She snarled, bringing her face inches away from his own.

"And besides!" The changeling queen quickly continued, pulling her head away from her partner, "Taking Canterlot was just a piece of my desire. Unlike those other fools, my desires aren't filled with riches. I want to see the princesses suffer just as you promised."

"Fear will bring that soon."

"But tell me, Fright." She threw her head back to his position, growing a smug, mischievous smile. "What will become of them after they are broken?"

"The Hunter wants Twilight dead," Fright informed with no life or emotion in his voice. "Once she is a scared and unstable mess, he'll kill her. As for the Royal Sisters, once they're reduced to the cowards they truly are, then they are yours to deal with."

"But know this, Chrysalis." He continued, taking a step closer to the queen. "If your intentions are the same as The Hunter's then you're making a mistake. Eradicating them will only set them free from the fear that will infest their mind and soul. Let them suffer day and night, let dread stain them and have their subjects remember them as the cowards who broke on this very night."

Slowly, almost robotically, Fright turned himself away, trudging along the floor but with gentle footsteps. The way he moved always looked so uncaring and dull like he had nothing to fear.

Narrowing her glare at the alchemist who departed from the throne room, Chrysalis' scowl slowly vanished from her face as one of the changelings made his way towards her.

"My Queen?"

"Urgh," Chrysalis grunted with the roll of her eyes. "What is it?"

"The defiance of Canterlot has been extinguished." He informed with the bow of his head. "Our enemies have either fled from the city or been contained per your instructions."

"Splendid!" She screamed with joy, delightfully hopping back to her throne. "Canterlot is mine and soon, everypony will be under my control. Tonight, my most hated enemies will suffer and I'll have a front-row seat!" She finished with a nightmarish grin spreading across her face.

Arching a brow and raising his hole-riddled hoof, the changeling asked, "My Queen, what of the fearmonger?"

"Fright?" Chrysalis responded, her menacing grin fading to a small, but relaxed smile. "Let him be the author of this night. Once the princesses have been broken as he promised, we either never see him again or we keep him around for his potions. But we'll need to properly stitch his mouth up, he talks too much."

Pushing her back against the comfort of the throne she had stolen, relaxing comfortably, Chrysalis could barely contain her excitement, "Our alliance broke with those other misfits. At least I have only two freaks to put up with for tonight."

Starlight suddenly awoke to the sound of her breathing, her eyes opening like two beams of light as she jolted herself up from the soft mattress that brought her back much-needed comfort. Whirling her head from left to right, surveying the area while the sound of her heart banging against her chest drowned her ears, she quickly realised that her surroundings had changed.

For starters, the unicorn found herself on a bed as comfy as a cloud. The room appeared rich and elegant, and the walls around her were white as snow. It took a while for Starlight's eyes to adjust to the light, finally being gifted with seeing something other than the dark cell she had been thrown into. During this, she silently recollected her memories, wondering how she even got here in the first place.

A delightful thought had sparked in her mind, concluding that she had been rescued, but sadly, that feeling of relief and joy died when she remembered her conversation with the deranged alchemist. Finally, her sight restored properly as she carefully looked to the window, seeing only the night sky painted above.

"Canterlot… No..." She breathed, slowly backing up in disbelief. “Spike… What have you done?”

In a sudden flash, a pack of changelings flew by the window with a hiss. Horror washed over her upon seeing the new Canterlot. The Canterlot that now belonged to the Changelings.

Author's Note

Okay, wow! What can I say other than I'm sorry.

It's been a while and Fear Within has been dead for quite sometime. University has been at me for a while and I've been working hard for my degree that writing began to retreat from my grasp, or I began to retreat from writing itself. I don't know. Just know, I really am sorry for just vanishing so abruptly. I know this chapter isn't much for a revival or a return, but it does feel good to come back here.

Hope everyone had a nice holiday and a great new year! Just remember, it's been a rough couple of years. Stay safe, everyone!

Chapter 1 - The Meeting

The everlasting, lingering night was darker than ever with a canopy of illumine stars, caliginous than yesterday's night. Deep within a darkened forest, a maze of unlit passages was crucial to see at this point, the mist grew more noticeable with every second ticking away. Beyond the forest was a tomb; a vault of secrecy that had gone unnoticed for a long time. Vines had consumed the opening passage, enthralled with creeping plants still growing from their seed continuing to spread like a swarm of annoyance towards the structured tomb. Voices could be heard from within, arguing and bickering. The interior of the tomb contained a long-lasting stairway that led down beneath the land of Equestria, at the bottom was an immaculate and dark hallway that followed into a spacious assembly room with a table placed perfectly in the centre. Around that table consisted of the failed villains, failures within the past, a disgrace towards success.

"Who do you think you're talking to?!" Came a strident and irritating voice from one of the Diamond Dogs, Rover being backed up with his two partners Fido and Spot.

"Backup, dog breath!" Lightning Dust obnoxiously insulted. "I was only speaking the truth about how you bozos are terrible treasure hunters!" She exclaimed.

"Dog breath?" Flim questioned. "I thought that awful scent was coming from her." He smugly whispered to his brother, Flam, as they both began to snicker, satisfied with their immature insult.

"What was that!" She growled in anger which caused the twins to flinch.

"It was just a joke," Flam stated. "But..." he continued. "It was more of a fact!" He laughed along with his identical twin.

"It appears that your pathetic attempts of a master-plan would be the only joke I find rather humorous." Announced the queen of all Changelings; Chrysalis. "Trying to sell your cheap, mock-up products and gain money to destroy and build your own land is the most idiotic scheme I've ever heard."

Both Flim and Flam were hurt by this, as well as intimidated by the nightmarish looking queen. "Well... when you put it like that it does sound rather imbecilic," Flim replied with a nervous tone to his voice while shaking a little.

"All of you are as irritating as that small dragon." The red-scaled dragon Garble said, jumping into the conflict.

"You mean that small, wingless dragon that managed to outrun you and two other dragons of your age?!" Argued Spot with a devilish looking grin on his face, almost looking proud of himself. This caused the Diamond Dogs to laugh at Garble as he stood there with his eyes narrowing down at them in anger.

"Enough bickering!"

All heads quickly turned towards the sound of the dead, demonic and unsettling voice which had no emotion. There stood a figure, darkened by the shadows, he stood tall with his slender arms behind his back, his unswerving legs standing straight, however, one leg appeared to be a bit broken compared to the other one. He was wearing a black cloak with a hood attached which concealed his face, they could only see the bottom of his mouth, his jaw.

"And you are?" Fido asked suspiciously.

"I am the one that brought you all here, think of me as your host for the night." He began to approach them, walking closer. "You may call me Fright."

"It's about time our host showed up," Spot complained.

"Well Fright, why bring us here?" Lightning Dust interrogated.

"Because you all share something..." Fright continued.

Chrysalis gave out a hiss in disgust, "What could I possibly share with these weak idiots!" She scowled. Everyone around the table looked at the monstrous queen in anger.

Fright resumed, answering her question. "Fear." The sound of Fright's dead voice filled the room with confusion.

"Fear?" Chrysalis spoke with a disturbed tone to her voice.

Fright resumed, "Throughout your past, you have all been beaten, humiliated, overpowered by Twilight Sparkle and her five troublesome friends, which has led to you all being... afraid."

"Afraid?!" Garble shouted. "I'm afraid of nothing, I'm a dragon for crying out loud! What is there to be afraid of? And besides, I don't even know who this Twilight Sparkle is!" He exclaimed.

"Twilight Sparkle is the Princess of Friendship as well as Princess Celestia's prized pet," Chrysalis informed while giving a grimaced expression just by mentioning both Celestia and Twilight's name.

Fright turned towards the teenage dragon and began to approach him with both hands interlaced with each other. "Afraid of nothing?" He quoted Garble as he leant close towards him. "No matter what, we are all afraid!" Fright began to lean upwards, revealing his face. His eyes were empty, grey like a void of sadness. His mouth was ripped, sewed back together in stitches, his face was the very definition of a mess. This caused everyone in the room to get a shiver through their spine. Fright began to lean even closer towards the disgusted dragon almost as if he was trying to intimidate him. "Whether it's spiders, heights or death, fear will always act as a threat, and that's how we're going to get revenge on the ones who defeated you, all of you!" Somehow, a grin could be seen through that disarrayed face of Fright. "We will strike fear into the hearts of our enemies as their mind slowly break into fragile pieces."

Each and everyone around the table was looking at each other, shrugging, not giving a single comment towards the insane maniac.

"Really?" Flim said breaking the silence. "Fear?"

"That has to be the most idiotic scheme I've ever heard!" Flam stated his opinion.

"Think of it what you will, Flam, but you do want to get back at the Apple family for ruining you and your brother's brilliant ideas."

Flim and Flam simply turned to each other, remembering the times their plan had been foiled by Applejack.

"How many failures will begin to affect your laudable reputation?"

Flim and Flam were beginning to think to deep about being failures, poor and good for nothing pieces of trash.

Fright resumed talking to everyone. "You have all been hurt by Twilight, Rainbow Dash, Applejack, Rarity, Pinkie Pie and even the shy one, Fluttershy. So wouldn't you want to see them hurt mentally and physically?"

"What exactly is your plan, Fright?" Lightning Dust questioned with a hint of curiosity in her eyes.

"I'm glad you asked. The plan is to create panic, we will set a diversion that will have ponies evacuating, hiding from the threats we shall demonstrate. As they run scared we rise and take over. Manehattan will be the location to start with, and then I will forge a fear spell which will result in Manehattan, Filydelphia, Canterlot and the whole of Equestria to be engulfed in a smog of hallucinogenic fears. Celestia will watch as the ponies who worship her tear their eyes out in horror!" He explained.

"Wait?!" Lightning Dust exclaimed. "We're going to harm others just for revenge?"

"Sacrifices must be made. After all, you do wish to seek out revenge on the pony who crushed your dreams, don't you?"

Lightning Dust looked down in sadness as she remembered Rainbow Dash taking her away her ticket to fame. She looked back up and nodded. "Yes."

"And everyone else?" Fright looked around the table to see who else would subject towards his plan.

The Diamond Dogs had never cared for ponies so they simply agreed. Same with Garble, but he always contained a hatred towards ponies due to the fact that he's a dragon. Lightning Dust was being bottled up with second thoughts, however, she did want to hurt Rainbow Dash. Flim and Flam wanted to see the Apple family hurt, shedding tears as they destroy their reputation and everything they stand for. Everyone was nodding except one.

"This is a pathetic idea!" Chrysalis spoke, causing all heads to turn towards her. "I don't need any of your help or your adulation, Fright!" Chrysalis said, standing up from her seat. "You're just a maniac that's obsessed with trying to scare others. As for everyone else, you're all failures! I'm the only one here that controls an army of new, obedient and vicious soldiers and unlike my previous infantry, they are more loyal to their queen than that traitorous Thorax! I have a better chance of vanquishing Celestia and the others. I can do this on my own." She hissed.

"But what if you failed like last time, Chrysalis?" Fright broached.

Chrysalis thoughts of supremacy just stopped like a broken clock ticking away as she stared at Fright with anger. "What?!" She said angrily.

"What if you were overcome by the power of love, by the power of friendship, weakened by harmony?" Fright argued as Chrysalis just stood there, showing a livid look, but quickly transforming to the face of discomposure.

"I know it's a rather daunting thought, isn't it? Being washed over with constant failures, ruined by Celestia's six little pets. Would your 'new, obedient and vicious soldiers' lose faith in you? Would Thorax along with the apprentice come along and steal everything from you again? All that you've worked for, taken!" Fright was beginning to get to Chrysalis as she began to slowly think about being defeated over and over again. "You see, I'm giving you an opportunity that will give you the sweet taste of victory, all of you will know the feeling of revenge once you achieve your objective, and then you will be free to do what you wish without any irritating objections."

Flim and Flam could only think about the wealthy fame, destroying the land of ponyville and starting an industrial business and watching the Apple family shed tears in horror while they laugh.

Lightning Dust's thoughts were being bombed with fame while crushing Rainbow Dash's spirit.

The Diamond Dogs were dreaming of being bathed in gems, diamonds, rubies as enslaved ponies helplessly work for them in the mines.

Garble was thinking about bullying, viciously attacking ponies, hoarding every item to increase his strength and size.

Chrysalis was in a deep state of concentration as she imagined the four princesses captured, begging for mercy with changelings everywhere, swarming and taking over the land of Equestria as she lets out a villainous laugh.

Fright interrupted the wondrous dreams of his guests. "If you follow my instructions perfectly... then I will grant all of your wild desires to become a reality."

Chrysalis just looked down and accepted his offer. "Fine! But I won't be taking orders from a disgusting and sick, demented psycho like yourself!" She hissed.

"How kind of you to accept my offer," Fright's face grew a menacing smile through his stitched skin.

"What about you?" Rover stood up from his chair, questioning Fright. "Why do you want revenge?"

Fright turned to face the gem-hunting mutt. "I wouldn't call it revenge, but somewhat... retribution. I want the land of Equestria to know that harmony is a lie and that the gracious Princess of the Sun is nothing but a weak, ailing mare along with the other three princesses. I want to see them all suffer as the psychological terrors begin to corrupt their minds as they slowly descend into madness."

Garble asked, "So when do we begin?"

"We will wait for the right moment, but of course, if all goes wrong we need a backup plan." Fright replied.

"A backup plan?" Garble probed, scratching his head.

"Throughout Twilight Sparkle's past, she has always misused something, neglect and abused." Fright developed a sinister looking grin. "We will take away the one thing that means the world to her."

Chapter 10 - Reminiscent

With Equestria's enemies now hiding, they were still considered a threat, Ponyville was being guarded with a few of Canterlot's guards who were patrolling around the perimeter of the small town. They were on guard, keeping an eye out for any danger which leads to the residents of Ponyville feeling safe. Celestia's blazing and glorious sun shined brightly as the exterior of Twilight castle glistened on each shard of crystal that was a part of her home. The interior of the castle was brightened by the sun as well, shining through the castle with every hall and room enlightened, leaving darkness to burn away as they hide in the shadows. Within the throne room rested Twilight, Applejack, Rarity, Pinkie Pie, Fluttershy and Rainbow Dash sitting in their rightful thrones, gathering around the three-dimensional interactive map of Equestria in the centre of the room, planning their approach to the Diamond Dogs.

Twilight began. "Girls, Celestia has asked us to infiltrate the Diamond Dog's camp. It's not going to be easy but they are guaranteed to know the location of Fright and if we know where he is then we'll know where Spike is."

"This all sounds too easy," Rainbow Dash commented without a single care in the world.

"Not entirely, Rainbow. From what my brother said, the camp is not only being roamed with Diamond Dogs but three teenage dragons as well."

"Dragons?" Fluttershy whimpered, her voice diminished into a whisper halfway through pronouncing the word.

"Dragons?" Rarity said in vexation. "But we made a truce with Ember. Now that she's the Dragon Lord, I thought she would avoid any type of conflict with us?"

"That's what I thought too, Rarity, but Ember doesn't have any part in this. I've contacted her and she replied with confusion, she was unaware of her own kind helping the Diamond Dogs, she's kept her word on preventing any type of conflict with us. These three dragons have gone against Ember's rule to help the Diamond Dogs with Fright's plan."

"Hold up!" Rainbow Dash interfered. "Diamond Dogs and dragons helping each other?"

Pinkie Pie backed up. "But the Diamond Dogs and dragons hate each other though. They could never get along due to their thirst for gems, rubies, diamonds and emeralds. They would just constantly fight over them because they were selfish and greedy meanies. They should know that sharing is caring."

"What could have possibly got the Diamond Dogs and dragons to work with each other?" Fluttershy asked.

"The same thing Fright may have offered the Diamond Dogs and changelings to work together," Twilight informed. "But we're trailing off topic here, we need to find a way to approach the Diamond Dogs."

"How?" Applejack asked while producing a stern look. "Diamond Dogs and dragons are known to be in the 'Not very kind' category of Equestria's species."

"Applejack's right, darling. Plus, it will take more than a fabulous costume to deceive the Diamond Dogs. They're not easy to deceive in appearance compared to dragons."

"Will need to think of something..." Twilight began to ponder.

"Why don't we have Rarity whine until their eardrums burst," Rainbow Dash suggested with a stupid grin on her face.

"I was complaining, not whining!" Rarity growled, her eyes narrowing down at Rainbow Dash.

Overcome with excitement, Pinkie Pie raised her hoof into the air in hopes that Twilight would answer her.

"Yes, Pinkie?"

"Do you remember when the Breezies came to Ponyville during their migration and we helped guide them back to their homes because you used a spell to turn us into Breezies?" She said, rather fast.

"Yes."

"Well, why don't we use that same spell, but instead of turning us into Breezies, turn us into Diamond Dogs!" She said with a slight squee in her her voice. "That way we can sneak into the camp without any suspicion."

Twilight and the others looked at her, astonished and surprised to how a mare that revolved around parties, sweets and pranks came up with an obvious, but brilliant idea. Twilight's jaw almost dropped off as a response to Pinkie Pie's suggestion. The looks Pinkie Pie was given were beginning to scare her, feeling a little anxious if it was a good idea or not. However, Twilight snapped out of her state in awe and finally spoke, breaking the awkward silence.

"That's not a bad idea, Pinkie. Good thinking."

In response, Pinkie Pie smiled with all her might, seemingly stretching her skin.

"But of course, I need the spell book on transformation and morphing abilities, I may be a while trying to find-"

"Here it is!" Pinkie Pie placed the book down on the table before Twilight.

Nopony noticed her get up from her throne, she must have zoomed past everypony without making a sound. Pinkie Pie not making a sound seems impossible, right? But somehow she did. Continuing, the book placed before Twilight was levitated with her magic and she skimmed through the pages, carefully analysing each page at an accelerated speed.

"Ah ain't gonna even ask how you did that," Applejack said, the confusion within her voice turning into defeat.

"It's Pinkie Pie! Nothing she does can be explained!" Rainbow Dash said.

"Here!" Twilight announced as she stopped on the page she was looking for, she began to read out loud. "Transformation spell number eighty-seven: Diamond Dogs. Diamond Dogs are greedy creatures, they hunt for; rubies, gems, diamonds and emeralds, their appearance is that of a dog, hence the name Diamond Dogs. These creatures are an interesting species, they lack knowledge, however, they pack good senses as well as unique abilities that back up their strength. Their strength can be used to-"

"Get on with the spell, Twilight!" Rainbow Dash moaned.

Twilight gave the cyan pegasus a glare, resuming to read the tutorial book. "Ahem." She cleared her throat. "This spell is simple and it follows the same instructions as any other transformation spell, however, there is a limit. When the spell is in use, the transformation will only last an hour."

"Why an hour?" Applejack asked.

Twilight answered. "This spell is outdated with the current spells we have today, but this is the only transformation spell book I have so we have to take our chances."

"Isn't this going to be a little suspicious?" Rarity asked. "I mean, we've never come across any female Diamond Dogs before and there's never been any in their security."

"It's risky, I know, but we need to take our chances. This may be the only lead to finding Spike and I need to take that risk. Are you girls with me?" Twilight looked to see three of her friends smiling with confidence. They were: Applejack, Rainbow Dash and Pinkie Pie. Twilight turned to see Fluttershy trembling a little while Rarity was showing an uneasy look.

"Are you two okay?" Twilight questioned with concern, showing care as well.

Fluttershy spoke first, her voice sounding shaken. "Do I really have to go? I know Diamond Dogs can be mean, but dragons..."

Rainbow Dash sulked and let out a sigh in annoyance. "After all, we've been through, you're still scared of dragons?!"

Fluttershy whimpered at her friend's tone. "Yes."

"Oh come on, Flutters!"

"It's okay, Fluttershy," Twilight assured her. "If you don't want to come, that's fine. I know you fear dragons and if it makes you feel safe, you can stay here in Ponyville."

Fluttershy smiled. "Thank you, Twilight."

"And what about you, Rarity?" Applejack spoke.

Rarity let out a nervous giggle. "Well, I think I prefer being a pony."

Everypony looked at her with confusion.

"But you are a pony, silly," Pinkie Pie said.

"No, I mean, I don't think I'd like being a Diamond Dog for an hour." She confessed.

"Why? It's only an hour," Applejack said.

"An hour as a dog! Could you imagine it! Being covered in fleas and-"

"Okay, Rarity, I get it. You and Fluttershy can stay here in Ponyville," Twilight said.

"Thank you darling," Rarity spoke, feeling relieved.

Applejack, Rainbow Dash and Pinkie Pie's eyes darted on Twilight.

"Then it's settled. Applejack, Rainbow Dash and Pinkie Pie, you're with me. Let's get going."

The four ponies left, leaving Rarity and Fluttershy in the castle to roam around Ponyville.

Canterlot

Meanwhile, back in Canterlot castle, Celestia had concealed herself within her bedroom, looking out of her balcony. From her point of view it was rich, she could see the whole of Canterlot, but the beautiful and sophisticated city wasn't what it use to be. Once the streets were filled with ponies walking around, going on about their day, socialising and having fun, but now it seemed that more guards would now patrol all of Canterlot. It was like this with Baltimare, Fillydelphia and other big cities and empires, such as the Crystal Empire. Manehatten, however, was still abandoned due to the wreckage the changelings and the Diamond Dogs left behind. Small towns like Ponyville and Appleloosa have very little security, a few guards and that was it, but Celestia was finding a way to improve defences, mainly with magic.

As Celestia gazed at what Canterlot had become, she let out a sigh that was empty of happiness. Startingly, her name was called out by her beloved sister, approaching her with concern.

"Tia? Art thou alright?"

"I'm fine, Luna." She cooed. "Do you remember when Equestria was in harmony?"

"It still is."

"No, I mean, when we built up peace, tranquillity and jubilation. Do you remember it? When we were fillies and we'd live without a single care in the world, then we took our part as princesses, raising the sun and moon."

"I remember it."

"Why can't it go back to when ponies would play, socialise and have fun? Why must there be cruel monsters like Fright and Chrysalis to ruin everything?! Why can't there be peace in every being?" She said, walking back into her room with Luna following her.

"Peace is not something that can last, you of all ponies should know that, sister. We have all done something bad, especially you and me both."

"Me?" Celestia said, staggered. "Forgive me if I sound rude, Luna, but I don't recall doing anything bad."

"Let us not forget, it was your doing that turned Fright into the 'cruel monster' he is now!" Luna snapped.

"My doing?!" Celestia said, taken back a little to what she had just heard.

"When you took Fright in as your student along with the rest of the other unicorns, it was you who got him obsessed with dark magic, it was you who got him enthralled in creating fears. All he ever wanted to do was study how fears worked so he could help you and your guards protect the land, he wanted to create fears in the enemies so no one would ever hurt anypony, but did you listen to him? No. Instead, what you did was cruel, you destroyed his research, everything he had worked for and you showed nothing but ignorance."

Celestia just stared at her sister. "How dare you! He was messing with a power that he could not comprehend. It's not my fault Fright became a monster, it's not like I purposely put Equestria in danger."

"Don't you? What about Discord? It was your fault he escaped from his stone prison, you could have locked him up while he was in suspended animation, but you thought of a better idea, you placed him in your garden so everypony would gaze upon your victory. It's because of you, he broke free and turned Equestria into his playground of chaos again and you didn't do anything about it, you made Twilight Sparkle and the rest of her friends suffer just to keep you safe."

Celestia arrogantly narrowed her eyes as she snarled her sister. "How could say that?!"

"Because it's the truth." She spoke. "All you do is ask Twilight, her friends, your guards to fix the problems you make and you don't learn anything from them. IT'S YOUR FAULT I BECAME A MONSTER THAT WAS KNOWN AS NIGHTMARE MOON! YOU BANISHED ME FOR A THOUSAND YEARS! WHY A THOUSAND?! I SUFFERED BECAUSE OF YOU!

Celestia was feeling uneasy, sad to see what her sister actually thought of her. She was stunned. "You left me no choice!"

"ALL YOU HAD TO DO WAS TALK TO ME, SHOW ME RESPECT AND ACKNOWLEDGE MY PRESENCE. BUT EVERYTHING I DID DISPLEASED YOU, YOU WENT AGAINST EVERYTHING I HOPED FOR. ALL I ASKED FOR WAS A BIT OF RECOGNITION FROM YOU AND THE PONIES OF EQUESTRIA!"

Celestia was stuttering. "I-I-"

"EVERY MONSTER, EVERY VILLAIN, EVERY CREATURE WAS CREATED BECAUSE OF YOU!

"THAT'S ENOUGH LUNA!"

"NAY! IT'S BECAUSE OF YOU, FRIGHT'S WENT INSANE, CAPTURED SPIKE AND ALMOST DESTROYED MANEHATTEN! WHAT DID YOU DO ABOUT MANEHATTEN? NOTHING! TWILIGHT SPARKLE RISKED HER LIFE ONCE AGAIN TO STOP THE DESTRUCTION OF THAT CITY AND SHE ALMOST DIED! FROM THE VERY MOMENT SHE COMES OUT OF THE INFIRMARY, YOU ORDER HER TO INTERROGATE THE DIAMOND DOGS AND DRAGONS TO FIND FRIGHT! YOU'RE USING HER! ART THOU AWARE OF TWILIGHT SPARKLE HAVING NIGHTMARES? ART THOU AWARE OF HOW SHE'S SICK AND TROUBLED BECAUSE HER BEST FRIEND HAS BEEN TAKEN HOSTAGE? ART THOU AWARE OF HOW SHE FEELS PRESSURED EVERY SECOND BECAUSE YOU PUT THE WHOLE WEIGHT OF THE WORLD ON HER SHOULDERS?!"

Silence fell among the two sisters as there was a rift created between them. Celestia was astonished while Luna calmed a little. Finally, Luna spoke.

"I'm taking my guards so I can actually do something instead of sulk around and remember the past of how Equestria was." She said, walking towards the door of Celestia's bedroom. She turned her head back once more. "Your ignorance and cowardliness are a sin to Equestria and yourself. It is beyond me on how you managed to rule Equestria for this long." She said, exiting the bedroom.

As the room turned lifeless and quiet, Celestia frowned and spoke to herself as she thought about the many times Equestria was in peril.

"It wasn't... my fault..."

Chapter 18 - The Hunter

Dread fell from the cold air around Shining Armour as his pilot landed the airship carefully onto the ground like a bird landing smoothly on a tree branch. The airship was white, giving off a design that would make ponies know that it was made in Canterlot. It was armoured and it's appearance could relate to The Lavender Spirit, although, instead of looking like a fancy yacht, it gave multiple hints that it was a meant for taking hits due to the armour set around its sides. The downside on this airship: It didn't contain any weapons so unicorns would have to fire by producing magic.

As the airship made contact with the rough looking ground, it was clear to them that they landed. They had reached their destination: The gates of Tartarus. Around them was a barren wasteland. The ground was stone, cold and lifeless just like the demons imprisoned in that hell ground. Around the pathway towards the double, tall, iron doors were sharp, vines much like spears ready to be thrown. Two grey, decaying trees were victims of this dark prison. From beyond, gloomy and dusky clouds merged together, not showing a single spot of sky anywhere. This was a frightening place to be in, let alone to be a prisoner.

Shining Armour's allies showed fear on their face, gulping and nervously trembling as chills crept up their bones.

"LET'S GET A MOVE ON! WE AIN'T GOT ALL DAY!" Shining Armour commanded in a roaring voice.

The ponies snapped out of their state of fear and escorted themselves off the ship. Shining Armour observed all his ponies march off the airship, however, one of his allies caught his eye as he moved in a dizzy state, falling onto the ground in front of Shining. The guard looked directly into his captain's eyes, showing disappointment which is probably the worst thing to see.

"What's your error, kid?" Shining Armour interrogated.

The guard nervously spoke, his words failing to make sense, all that came out was an incoherent mess.

"GET A HOLD OF YOURSELF!" Shining Armour ordered.

"I'm sorry, Captain," The earth pony apologised. "It was just... flying isn't my thing and... well... I... think I'm gonna hurl," He turned around, coughing and barfing up spit.

"This place is already hell, don't make it smell like one," He said.

"I'm sorry, I'm sorry. It's flying and well, this place is giving me the creeps," He honestly spoke. "I don't think I can do this."

"You better not back out on me now, kid," The unicorn barked. "When you volunteered for this mission, I thought you knew what you were getting yourself into, and now you're talking about running like a coward?"

"No... No sir!" He spoke, hiding fear from his face and showing no emotion, although, it was hard for the kid.

"What's your name, kid?" Shining Armour asked.

"Silver Strike," He told.

"Well, Silver. What made you so brave to come here?" The captain questioned.

"I want to help Equestria and do my part to stop this evil."

"Then get a move on!" Shining Armour ordered. "You can help those two unicorns set up barriers in case the force field goes down."

Silver Strike hesitated to question his captain's order, but he had to.

"Is that possible? Can the force field go down? What happens if-"

"GET A MOVE ON!" Shining roared in his face.

Silver Strike screamed, "Gah! Yes, sir!" He ran towards the two unicorns, providing whatever assistance he had.

Shining Armour observed the frightened pony help the two unicorns. His focus was now on his second in command, approaching her with ease.

"How are we doing, Holly?" He asked.

Holly was a white pegasus, her mane and tail coloured in black as coal. Her eyes were diamond blue.

"How are we doing?" Holly repeated the question to herself. "We're setting up shop outside the spawn of Hell and there's only thirty of us. We've just about transferred all our armour and weapons to the field, we're just waiting for you to put up the force field, sir."

Shining Armour nodded, "Very well. Have everypony within the area, we can't afford to mess this up."

"Roger," Holly acknowledged.

The Crystal Prince witnessed a few more of his guards loaded with shields, items that could help them against an attack. It was safe to say that they were prepared. Barriers had been set up as small cover for at least two ponies, spears were set up and shields were prepared.

Everypony around Shining were stationed within the area. The white unicorn charged up his horn, a violet/lavender aurora engulfed his horn as it shot a beam into the air, a force field growing from above and sailing its way down to the ground. The radius was at least up to the size of a small town. Now, the gateway to Tartarus was protected by a force field, a strong magic barrier that would be hard to break into. Pronto, the captain sent a message to the princesses in Canterlot, notifying them of the situation.

Phase one: Arrive at Tartarus. Complete!

Phase two: Set up the force field. Complete!

Phase three: Enchant Tartarus doors, expelling all threats from accessing. Ongoing...

Shining Armour glanced at the barrier securing him and his team, they were all within the shield's radius. Many of his allies awed as his magic supported such a barrier, they had witnessed this before during the Canterlot Wedding, but it felt new and powerful. His allies showed an expression of relief, a sign that they felt safe.

"No time for admiration! I want you all to keep a lookout for danger, we're Tartarus' main defence and we can't afford to fail. If so, we'll be up against every creature, demon, any horrific creature in that prison. They'll roam the land and turn into their own playground of horror and cruelty," Shining Armour spoke. He looked around at his allies, all seeming a little scared of what he was saying.

"But we aren't letting that happen. If you take a look at the shield around us, we're safe; we're secure; we're protected. We have been given a responsibility as soldiers to defend this land from terror, a duty to protect our home. We are united, we are strong and we are defenders of Equestria! This is for the princesses, for our friends, our family! We will not fail! For the future of Equestria!"

The guards around Shining began to cheer. It seems his speech had invited their courage and bravery back from the back of their hearts.

"Alright," Shining lifted a smile and continued, "I want you all to keep a lookout for anything suspicious. You must stay within the shield's radius at all time. The shield can accept you as a pony to exit and enter, but no exiting, no matter what. You see anything suspicious: Alert me! Understood?"

"Yes, sir!" Everypony acknowledged.

"Then let's defend this prison. After the enchantment spell is completed on the doors of Tartarus, no threats will contain access and we'll be back home with our loved ones..." Shining Armour told, his face looking rather relaxed by the thought. "Let's get to work!" He ordered.

Determination, hope and bravery had been built back up into their system, Shining Armour observed his allies enduring further away, positioning themselves just in front of the barrier. No pony was ordered to leave, it would be against his command if they did.

"Well, that was some speech you did there, Captain," Holly approached.

"These soldiers around us, Holly. They need something to fight for, they need to remember that being afraid is something that satisfies the enemy. They need to remember what they're fighting for. Friends, family and well, the future of Equestria." He told.

The unicorn turned himself around, moving to his objective. He approached the doors of Tartarus with Holly beside him. In size, the two ponies fell insignificant, like insects. Both of them could hear the echoes of growling, screams, howls and any other sound that could send chills through beating hearts. In position, Shining Armour's horn glowed brighter than before, engulfed in the violet aurora. A beam shot from his horn like a torch and the grey doors of Tartarus began to brighten a little. Towards the bottom of the double, metal doors, a bright, clean, violet colour slowly began to rise. It seemed that this was the enchantment spell in effect.

The focus on Shining Armour's face seemed concentrated as well as desperate.

"Are you going to be okay, sir? You're keeping up the barrier while performing an enchantment spell," Holly spoke with concern.

"I'll be fine, Holly. This won't take long." He reassured her.

Holly took a glance at the guards, all at a distance from the both of them. She spoke, "That speech. You said we fight for our friends, family. You miss them don't you?"

Shining Armour raised his head a little, "I'm assuming you mean Cadence and Flurry Heart, right?"

Holly answered, "Yeah."

A deep breath escaped his body, "I know it hasn't been that long since I last saw them, but it just doesn't feel right. Waking up without her, not seeing our filly. I have to ask myself are they okay? The Crystal Empire is fortified with Starlight's magic, Sunburst's and Cadence's. I know they're alright. But still, it doesn't change the fact that I miss them and I can't imagine how she must be feeling. I'm still glad that Flurry Heart is only a foal. She's unaware of the horror we're living in, unknown that we're being threatened by fears."

"What about your sister? Is she alright?" She asked.

Shining felt a little defeated when remembering her sister in such a state. "I don't know. She's become a victim of Fright's fear spell, you know?"

"What?"

"She risked her life to save Manehatten, being exposed to Fright's fear spell. After waking up, she told me the ones around her, the ones she loved were dying. And now, she's just watched one of her friends get tortured by that stitched up freak!"

"I'm... I'm sorry to hear, Shining," Holly apologised.

"What's done is done," Shining Armour told. "But I'm not letting any of them get away with this. Chrysalis, Fright, the Diamond Dogs... They're all going down."

"Woah, easy there big guy," She calmed. "Perhaps it's best you calmed yourself a little and focused your strength on the enchantment spell."

"Yeah, yeah you're right. Thanks for listening, I feel a little better opening up."

"Hey, just because I'm the second in command here doesn't mean I can't be your friend," Holly smiled.

Twenty minutes had passed and Shining Armour was about half of his way enchanting the doors. It would only be a matter of time for the spell to be complete. On the other side of the barrier, two ponies patrolled the opposite side of Tartarus' doors. They were further away from the guards, at a distance from anypony's supervision. One appeared to be an earth pony while the other was a pegasus.

"Argh!" Hammer Heart growled in frustration, "How much longer must we wait? This place is really getting to me."

"I hear you," Agreed his friend, Steel Wing. "It's cold and lifeless." He complained.

"Is there any reason to why the shield's even up? Nothing's happened! Nothing's attacked us!" Hammer Heart told.

"Yeah, that's supposed to be a good thing," Steel Wing informed.

"No, I mean we're doing absolutely nothing but keeping a lookout for the enemy. Some dangerous mission this is."

"You know, the Captain isn't gonna like the way you're talking," Steel Wing warned.

"Pfft, what's he going to do? The Crystal Prince is too busy flirting with that second in command, plus, he's too preoccupied with keeping the shield up. As long as I am at a safe distance, I'm good. Besides, all the Captain has done is put a fancy force field around us and enchanted those stupid doors! Nothing too interesting. I mean, why is he even the captain? I could do a better job in command! I could make the princesses respect me like a prince, Cadence would fall for me within an instant and I could have my own statue for the whole of Equestria to see! Hammer Heart, the brave, strong and fearless leader-"

"Hey," Silver Strike interrupted.

Hammer Heart yelped, surprised and rather annoyed to see the rookie.

In response, Steel Wing gave a small laugh, "Yeah, some fearless leader you are."

Hammer Heart barked, "What are you doing here, rookie!"

Silver Strike stepped back a little by his sudden outburst, "Well, firstly, I wouldn't consider myself a rookie, I've been working as a guard for about two weeks now."

"Have you actually been a part of the action on the field?" Steel Wing asked.

"Well, no." He answered.

"Well, you're still a rookie when it comes to combat," Hammer Heart announced. "Anyway, what are you doing here?"

Silver Strike responded, "Well, you two are the only ones guarding this part of the shield, I only thought it would be helpful if I came to help-"

"To help with what?" Steel Wing asked. "To watch the land around us? Yeah, real helpful."

"Come on, there's no need to be a jerk about it. I was only trying to help you two," Silver Strike added.

"A jerk?!" Steel Wing said. "I'm just speaking the truth. That's all we've been doing, staring at the land around us because nothing has come into sight yet."

"Do you want to be attacked?"

"No. Do you want to stop-"

"Both of you, quiet!" Hammer Heart commanded.

The two looked at him, confused to why he was concentrated on the outside.

"What is it?" Steel Wing asked.

Hammer Heart's eyes observed every little detail of the land outside the shield.

"Well?" Silver asked.

Finally, Hammer Heart spoke, "I saw something."

"What?" Silver Strike trembled.

"Really?" Steel Wing asked.

"I can't be too sure, but I saw something, like a shadow," Hammer Heart told.

"You're joking, right?" Steel Wing said.

"I hope he is," Silver Strike backed up.

"I'm not joking, I saw something zoom past us."

Easily and already scared, Silver Strike began to panic, hyperventilating, "Oh no! This is bad, bad, bad. I'm going to alert the Captain!" He notified.

Before the rookie could even turn around, Hammer Heart stopped him.

"Kid, kid, kid... Relax, it's nothing we can't handle. Ain't that right, Steel?"

Steel Wing gave a nod, with a cocky smile stroking his face.

"But-but the Captain told-"

"The Captain's busy right now, Silver. We don't want to disturb him over one little, insignificant shadow that could be anything," Hammer Heart said. "What if we alerted the captain and it turned out to be a mouse or something stupid? We'd look like fools, wouldn't we? So here's what we're going to do. We're all going to step outside the barrier and see if it's anything dangerous. If it is, we'll quickly head back into the shield and alert Shining Armour. If not, then we'll just go back to keeping a lookout."

"But, we aren't supposed to leave the shield," Silver Strike warned.

"We're only moving a few inches out, nothing to worry about," Steel Wing reassured. "Come on, Hammer."

"You coming, Silver?"

Silver Strike took a few steps back, looking at the ground, "Umm, I'm gonna stay here and keep a lookout... for... anything else."

"Alright," Hammer Heart laughed, slightly mumbling under his breath, "Coward."

Hammer Heart and Steel Wing both stepped out of Shining Armour's magic barrier, leaving the secure bubble. Silver Strike watched helplessly as the two ignorant soldiers ignored his warnings. They both observed their surroundings, looking left and right, checking the skies for incoming attacks.

"Do you see anything?" Steel Wing asked.

"No, I don't," Hammer Heart stated. A few more steps were taken away from the shield.

Startlingly, the wind brushed against their skin, sending a slither of un-comfort down their spine. The two looked at each other with worriment, but they washed that away with confidence. Both ponies' ears perked upwards, picking up the sound of something scurrying. Fully alert, Steel Wing and Hammer Heart tried to pinpoint the source of the noise, examining the ground they stood on. Finally, both guards saw where the noise was coming from, their heartbeats quickening, their eyes targeting a filthy rat, staring back at them.

"A... A rat?" Hammer Heart spoke. "What's a disgusting rat doing out here?!"

In response, the rat squeaked at the both of them, looking rather vicious and foul. Hammer Heart and Steel Wing backed up a little as the rat's squeak pierced their eardrums. As the two backed up, the rat scurried away, fleeing from the two.

"Hmm," Steel Wing hummed. "Tell me Hammer Heart, does that rat look like the shadow you were talking about?" He asked with a mocking grin, turning himself around and walking back.

"Oh, ha ha. Let's just get back into the shield's radius before Shining Armour gives us- Huh?"

Hammer Heart quickly rotated himself around, on high alert. He felt something tug on his tail, but nothing was there. That was until he looked down. His eyes widened, his pupils targeted what appeared to be smoke. Black smoke, coming from below. Astonished and concerned with the black smoke below and just in front of his hooves, he began to touch it.

"Woah," Hammer Heart awed. "Steel, you gotta see this."

He let out a moan of annoyance, his head turning around, "See what?"

"This-" Abruptly, an armoured arm came out of the smoke and grabbed Hammer Heart's face. The whole hand tightened around his face and muffled his screams. The sharp fingers dug deep into his skin.

Steel Wing's eyes detected the danger his friend was in as did Silver Strike who continued to watch safely within the Shining Armour's magic barrier.

The armoured, dark hand pulled Hammer Heart's face to the ground, bashing it against the terrain repeatedly. The two ponies could hear his muffled screams as they watched in terror and disbelief. Despite seeing changelings invading Canterlot, dragons hunting them down, diamond dogs attacking... This was nothing Steel Wing had ever seen before, and that made him afraid. After several more times of Hammer Heart's face being battered against the ground, the hand finally set free his grip, not before pulling his face to the ground one last time, causing Hammer Heart to become unconscious.

The whole arm sunk back into the smoke, disappearing from sight. Steel Wing's heartbeat began to increase, his breathing rapidly beginning to produce as he noticed the smoke beginning to move... Towards him.

Quickly, Steel Wing snapped out of his trance; regaining his sense, and turning himself around where he saw Silver Strike secure within the barrier. Despite the rookie being safe, he appeared to be in the same state of horror as Steel Wing was, watching in dread, not believing what had just happened to Hammer Heart. As the pegasus hurried back, he noticed he was just an inch away from Shining Armour's magic barrier.

An inch away is all that he could make it to...

Steel Wing felt his hind legs being held by something with a strong grip and cold as well. He did his best to turn himself around despite his brain telling him not to. The black smoke enthralled his hind legs to the point where they weren't visible to his own eyes. The smoke's grip was strong, the armoured claws emerging from the darkness as the sharp fingers wrapped around his legs. Steel Wing felt trapped, sharpening his glance back at Silver Strike.

"Ple-" His whole body was thrown down onto the ground, being thrown like he was nothing but waste.

Steel Wing was thrown back by the smoke next to his unconscious friend. The black smoke began to slither its way towards him, almost acting like a snake. From his perspective, the smoke began to take form. The armoured arms with sharp claws were recognisable from Hammer Heart's beating. The legs were crooked, the tail was sharp and the facial features were hidden behind a mask. A pale, white, emotionless mask that resembled a skull. Thornes surrounded the side of his face, producing a rattling sound as he looked down at his victim.

The creature took his step towards the frightened pegasus who was still in shock by looking at this intimidating, daunting beast.

"Sta- Stay away you- you-" Steel Wing stuttered.

He couldn't even finish his sentence, he was scared to insult him. Despite Steel Wing's warning to keep away from him, the creature continued to advance towards him. No warning came when the creature's clawed foot captured Steel Wing's hind leg, preventing him from moving back any further.

From Silver Strike's perspective, he saw the dark creature kneel down, readying his claws as he saw his teammate struggling, trying to break free from the claws of the monster. However, the struggling stopped as the creature's other claw smacked down onto Steel Wing's face, knocking him unconscious along with Hammer Heart.

The rookie slowly backed away but stopped himself as he noticed the creature rise from the ground, his head slowly turning towards the barrier. Dark smoke accompanied the threat, walking up to the barrier and staring into Silver Strike's eyes. His left claw was risen, scratching against the barrier which produced a sound of terror. However, the sound didn't bother Silver Strike, no. What bothered him was that the creature was cutting his way through the barrier, his fingers beginning to force their way towards him.

Snapping back to reality, Silver Strike needed to warn the captain.

"Shin- Shining Armour... Shining Armour!" He hurried to the doors of Tartarus.

Shining Armour began to feel powerless. Keeping up the force field with his magic while enchanting the doors of Tartarus was beginning to make him feel weary. The spell has almost been complete, he couldn't give up now. He was so close. With the rest of the soldiers on guard, Holly stood by the captain. She noticed something approaching them, a pony.

Finally, after what seemed like an hour of reaching his destination, Silver Strike felt his breath draining away.

Holly looked at her ally with a confused expression, "Silver Strike. Is everything alright?"

Despite her question, Silver Strike failed to answer, still trying to regain his breath.

"Spit it out, rookie!" Holly told.

"We... We have a problem. A big problem!"

"Silver Strike, I swear if you're-"

"SOMETHING'S OUTSIDE! It took Hammer Heart and Steel Wing!"

"What?" Shining Armour asked, his attention still targeted on Tartarus' doors.

"Come again?" Holly seconded.

Silver Strike trembled, he began to choke, "Something's outside. It beat Hammer Heart and Steel Wing, it threw them around like they were nothing."

"What were they doing outside the barrier!" Shining Armour interrogated.

"And what's this thing that hurt them?" Holly asked.

"They saw something and they thought they could handle it. I... I don't know what it is, but it can turn into smoke and then it began to cutting its way into the shield."

Shining's face transformed from anger to worriment, "That's impossible."

"I saw it. It looked right at me and it could still be there!" He alerted.

Not knowing the enemy, Shining Armour was a little sceptical. What Silver Strike was describing didn't sound like a changeling, diamond dog nor a dragon. Was it Fright? It couldn't have been, he has never contained the power to turn into smoke. However, with the amount of dark magic being produced by him, that could have easily changed.

Holly turned to her captain, "Sir, I'll go and handle the situation."

"No, Holly. We-"

"You need to stay here finish off the enchantment spell. I'll round up some reinforcements to handle the situation." She cut off.

"But Holly-"

"Sir, whatever creature Silver's talking about sounds dangerous, and if it can really enter the barrier, then it's best you finish off the enchantment spell in case he succeeds on entering."

"I... I understand," Shining Armour acknowledged. "Be careful."

Holly nodded and signalled Silver Strike to lead her to the where this event occurred.

The remaining twenty-eight ponies took off into groups. One group protecting Shining Armour while the other group went with Holly and Silver Strike to take on this creature of darkness. Shortly after, Silver Strike brought Holly and the rest of his allies to the exact same spot where he witnessed the danger.

"Here," Silver Strike announced.

Other than his afraid expression, he looked confused to see that there was no creature waiting on the other side, nor were there any scratches on the barrier. Silver Strike was dumbfounded.

"Is this some sort of sick joke?" A unicorn asked, being back up by others.

"No. It was here, it was here." He stated.

"I knew this "creature," you told us about was going to be all in your imagination. Just comes to show how afraid you really are." Another said.

Silver Strike was feeling a little betrayed by his allies, why did they refuse to believe him. The fact that he wasn't brave like the others also got to him, sure he was afraid, but wouldn't anypony be in this situation?

"I don't think he's lying," Holly spoke, the team turning to her.

"What makes you believe him?" A guard asked.

The ponies finally looked at where Holly was looking and that's where they saw the knocked out bodies of Hammer Heart and Steel Wing. Over their hooves, body, face, they could see them battered, bruised and cut.

"Wh- What happened to them?"

"Are they alive?"

"I guess Silver was speaking the truth."

Seeing the two cold, lifeless ponies unconscious outside of Shining Armour's barrier meant, even more, danger could be harmed towards them.

"I'm going to need at least four ponies to help me retrieve them. Who's volunteering?" Holly asked.

The group looked at Holly in disbelief, the shock in their eyes defined them as cowards.

"But Shining Armour told us to stay within-"

"This is different. These two are injured and we're not leaving them to rot," Holly stated. "I'm going out there to bring them back into the barrier, but I can't do it alone. Only five ponies are needed."

Already regretting his choice, a unicorn approached Holly. Four more of the guards stepped up to the challenge, either feeling brave or stupid.

"Alright, we need to make this quick. From what Silver Strike has said, this creature can be dangerous. We don't want to end up like our two friends over there." She told.

Slowly, Holly made her way out of the barrier as did the five ponies behind her. The air filling up their lungs were filled with tension as they finally approached the two bodies. The coast was clear. Holly lowered herself and could still feel the beating heart of Steel Wing. Hammer Heart was also lucky.

"We need to bring these two in. I'm going to need help," Holly spoke, trying to lift up the unconscious pegasus.

"Wh- What's that?" A unicorn asked.

Holly looked back, staring in the same direction as everypony else. The way it moved was like a snake, but it was smoke. Black smoke, hovering towards them.

"Is that smoke?" One said.

Holly's eyes widened, her pupils shrinking as the weird entity began to get closer. She remembered Silver Strike's words, what ability this creature had. Her head turned back to Silver Strike who was looking frightened, quickly alerting her to come back.

"Quick! Grab these two and get inside the barrier." She commanded, her voice sounding desperate, but vigilant.

The guards obeyed her command, grabbing the unconscious Hammer Heart and Steel Wing, dragging them inside the barrier. Holly was last to enter. Relieved, but curious to see what this threat would now do, their attention turned back outside, watching the smoke progress its way towards them. Finally, the smoke took the form of the intimidating creature, the emotionless mask coming face to face with Holly. Everypony was stunned, their minds going wild on what this thing was.

"What is that thing?" Somepony asked.

A few of them began to ramble on about what this thing truly was.

This creature just stood there, staring into the eyes of Holly as she narrowed them down, beginning to ask questions.

"What's your business here?! Who are you?!" She barked.

He remained silent, still looking down into the eyes of the pegasus. Annoyance fell upon her as her questions were ignored. The creature proceeded to move his right hand, touching the barrier. His fingers began to scrape along the surface of Shining Armour's force field. Just as expected, a gentle push was given to the creature, causing him to go a few inches back.

"Nice try!" Holly snarled. "We restrict all creatures from entering within Tartarus' grounds. You can't enter! Turn back now before you hurt yourself."

Despite Holly's warning, the creature seemed to ignore her, resuming to place his hand over the barrier, scraping his sharp, spear-like fingers along the surface yet again. This time, his feet began to burrow into the ground like a tree connected to its root, preventing him from being pushed back by the resistance of Shining Armour's magic.

As the creature stabbed his claws into the shield, Shining Armour's magic produced a shock which should have sent him flying back, however, it was confirmed harmless towards him. He didn't flinch, scream or show any sign of pain. Everypony watching grew worried. Finally, the knife-like fingers began to peer through the shield, he was making his way in.

The sound of disruption burnt the ponies ears while watching, their eyes began to feel corrupted with dismay. They all began to move back a little, Holly included as she observed this creature's power of defiance.

Suddenly, the creature's hand thrust through the barrier, tearing a hole into their defence. It was obvious that the magic supporting the shield was trying its best to push back the interfering threat. The shield began to shoot violet like electricity as a sign of interference.

Most of the ponies were witnessing the determination of the creature, they were prepared for the creature to intrude, but he wasn't going to fit through, right? The rip in the barrier was the size of the creature's hand, it was impossible for his whole body to fit through. It appeared that the panic and uneasiness the ponies felt made them forget of the creature's abilities.

The lower half of the creature's body faded into smoke, his arms following the transformation as did the passionless mask. Dauntingly, the smoke crept it's way into the rip of the barrier, moving like a snake, but hovering. As the dark, ghastly smoke successfully entered within the barrier, the rip managed to restore itself; regenerating its defence, but none of that mattered. The enemy was inside. The smoke reformed the creature, the white, pale, grim mask formed as he stared down at the ponies blocking his path.

Some of the guards felt frightened, others felt intrepid to stop the creature. As the second in command, Holly stepped forth from the crowd, confronting the creature.

She growled, "You have entered a restricted area! Turn back now or suffer-"

Her voice of valiance trailed off as her head was consumed by the armoured hand of the enemy. The creature's hand tightly pushed Holly's face to the ground, her nose being bashed against the ground. The impact was hard and enough to knock her out.

That was it. The second in command was knocked out cold, everypony was speechless. They looked back up at the creature, not sure on what to do. Trembling in fear wasn't an option.

"Gaaah!" A unicorn let out a war cry, charging towards the creature. Two earth ponies followed him, charging at the same speed.

Aware of his attackers, the creature extended his left leg, his claw-like foot grasped the earth pony's face, pulling him to ground. To his right, the other earth pony jumped at him, however, the creature's arm accelerated, knocking the pony back. The unicorn proceeded to fire from his horn, surely knocking him back against the solid surface of Shining Armour's barrier.

Before the creature was hit, he disintegrated into smoke, shooting up into the air and returning back to his normal form, landing back down on the unicorn. Against the unicorn's body, he felt scratches being pushed along his body.

Snapping out of their state of pure shock and trepidation, two unicorns focused their fire on the creature's chest, emitting a beam from their horns that would surely hurt it.

The creature's hand reached down to the unicorn he was standing on. His whole hand tightened and held the unicorn by the neck, using him as a shield against the two magic beams possess.

A tortured scream escaped the unicorn's lungs as the two beams fired directly at him. The creature proceeded to move forwards as the screaming of his 'shield' grew louder. The two unicorns firing stopped.

Ruthlessly, the creature threw his pony shield at the unicorns, knocking them to the ground.

This beast of hate resumed his path, continuing to walk towards the crowd blocking his path.

Two pegasuses hovered above their enemy, circling him like predators. With enough speed, they managed to send kicks to his stomach and back, causing the creature to lose balance a little. They repeated this pattern of attack which was a mistake. As one of the pegasuses resumed aiming for his stomach, the creature dodged with all his speed, grabbing the pegasus' tail and throwing her against the other pegasus, their heads colliding with each other, causing the two of them to fall to the ground.

"We can't let him reach Shining Armour!" A pony shouted.

"What do we do?" Another asked, desperate for an answer.

From the looks of it, the creature showed no sign of damage. Their attacks seemed useless, but preventing him from reaching the captain was all that mattered.

The remaining guards continued to stand their ground, but breaking off into groups, surrounding the creature.

Left and right, even in front of him, the creature's path was blocked. Each group contained at least five ponies. Spears were pointed at the threat, shields were readied, but the creature did nothing. The guards proceeded to get closer with caution, their spears still pointing towards the enemy.

With confusion being built up, the guards observed the creature lower himself down onto one knee, placing the palm of his hand onto the ground. There it rested, black smoke beginning to emit from his hand. The smoke trailed its way to the three groups.

As the smoke began to circle the three groups, they noticed it transform into a dark, solid surface. Within an instant, the ink, visible smoke had transformed itself into a dark, stone-like prison that captured the ponies. They screamed and banged against the rough, resistant walls of the stone prison they were in. There was no doubt about it that this was the work of dark magic, but how did this creature possess such a raw ability?

This creature was relentless, he resumed his path passed the screaming ponies as they continued to try and break free from their confined lock-up. All that stood in this beast's way now was Shining Armour.

It was almost complete...

Shining Armour heard the screams of his teammates. He heard his allies fighting, the group were focused on what mattered the most and that was protecting him. He had started the enchantment spell and only he could finish it. Slowly, the violet aurora that was consuming the doors of Tartarus had almost reached the top, indicating that the spell was almost complete.

His ears picked up the sound of fighting from a mile away and he hated every bit of it. He should have been helping them fight, to stop the creature that was interfering, but his mission was to secure Tartarus' entrance. The guards that were protecting him vanished from the scene, he ordered them to help Holly and the others after hearing screams of panic. He was alone.

The white unicorn produced a growl, his eyes closing, forcing all the energy and power he had left to make the enchantment spell increase in speed.

Exhausted and feeling drained of energy, Shining Armour felt a cold, tight grip around his horn. His eyes snapped open wide, staring up at the creature. There, he felt swallowed by the dark eyes of his enemy.

Without a care, the creature lifted Shining Armour into the air, still holding him by his horn. Both their eyes were levelled with each other.

"The door. Open it!" The creature commanded, his voice sounding rough, cold and dead.

Shining Armour continued to struggle, growling at the creature he was being interrogated by. "Get lost!"

The creature tilted his head, his emotion was unknown.

"You're too late, anyway!" Shining Armour forced his words. "The enchantment spell is complete." He lied. "You can't enter without the princess' permission. Your mission failed!"

The grip tightening around his horn was the creature's response. The endless, black eyes still made contact with his eyes. He watched as the creature's other arm raised, the back of his hand banging against the doors of Tartarus.

Violently, the aurora that surrounded the doors shattered like glass, the enchantment spell Shining Armour had produced was broken. His lies failed to deceive the creature. The eyes of the unicorn failed to keep in contact with the creature that was holding him, his focus was on the haunting doors. His facial expression was a mix of defeat and anger. All of that effort was for nothing, his mission had failed. He failed Equestria.

He turned his head back to the creature's face, growling at him, "What are you?!" He demanded to know.

The creature continued to stare at his prey, "I am Equestria's newest fear. I am The Hunter." He told.

Shining Armour still struggled, trying to escape from The Hunter, doing his best to hurt him as well. The disturbing, dark smoke began to emit from his claw, the darkness being absorbed into Shining Armour's horn. Through the roots of his brain, pain travelled into his head, he felt like his skull was tearing itself apart.

The round, magic barrier that was covering the entrance of Tartarus began to break, cracking and tearing itself apart. The shield was disrupted by the pain Shining Armour felt.

As The Hunter watched Shining Armour scream in agony, an iron shield was thrown at the back of his head. Aggravated, he still held onto Shining Armour, his head slowly turning around in anger as he saw Silver Strike looking guilty and regretful to what he had just done. The Hunter released Shining Armour from his grip, dropping him to the ground, his attention now focused on Silver Strike.

Concerned for his own safety, the rookie began to back away, tripping over himself but still moving back as he watched his enemy endure closer towards him.

On his way, The Hunter picked up the shield that was thrown at him. Closer, he approached the worried earth pony who began to crawl away.

Silver Strike's heart sank to his stomach as he felt his tail being stepped on; interrupting his escape. He turned his head to see the chilling, blank skull. The empty eyes peered into his soul, showing no mercy.

"No, no, no. Please! Please!" Silver Strike begged, crying for help.

Brutally, The Hunter bashed the shield against Silver Strike's head repeatedly, not showing any sign of stopping.

Shining Armour's eyes were filled with horror, watching the poor kid being beaten.

"Let... Let him be!" Shining Armour growled, still weakened by the pain his head was feeling.

The Hunter ignored his cries, he didn't even acknowledge him. Over and over you could hear Silver Strike's scream beginning to weaken until there was silence. Only the sound of the shield banging against him was heard.

Finally, The Hunter threw the shield to the ground, walking away from the now pummeled, beaten earth pony.

For a moment, Shining Armour felt disconnected from the world, from Equestria. He looked around him to see his allies fallen, ponies were hurt, injured. Holly, Hammer Heart, Steel Wing, Silver Strike. All those who tried to protect him failed and all while he was performing an enchantment spell that he couldn't complete. He failed.

He was bone-tired, hurt, but furious with what this monster had done to his friends. The vigilant unicorn rose from the ground, rising back on his hooves as he made a stand, blocking The Hunter's path from entering Tartarus.

The Hunter merely tilted his head, his claws being engulfed by smoke. "Don't," He warned, knowing that his enemy was going to confront him.

Shining Armour ignored his warning, at this point he didn't care if he was going to get hurt. He needed to put a stop to this madness. Filled with anger and hate, he charged at The Hunter, teleporting himself just above his enemy, getting the drop on him.

Quickly, The Hunter's tail whacked him across his face, falling back to the ground.

Instantly, Shining Armour turned his head, his horn shooting a beam which managed to land a direct hit. While he was taken back by the hit, Shining Armour used his magic to levitate one of his allies spears, throwing it at The Hunter.

By surprise, The Hunter burst into smoke yet again, but this time there was no trail of where he was travelling to. The spear landed, missing him completely. It appeared he had the ability to teleport.

Forthwith, The Hunter attacked from behind, his claws slashing against Shining Armour's back.

The Crystal Prince's reaction delayed, he wasn't fast enough to react to The Hunter's incoming attack. This didn't stop Shining Armour from fighting, however.

After being battered to the ground, he quickly charged at The Hunter's leg, causing him to fall onto one knee. Again, he lunged himself onto The Hunter's back, performing a spell aimed at the back of his head. It charged, the aurora surrounding his horn began to glow brightly.

Brutishly, The Hunter's tail wrapped around Shining Armour's neck, strangling him, stopping him. Left and right his tail moved, dragging the unicorn along the rough surface.

The damage taken by Shining Armour was severe. His cuts were deep, his legs were bruised, his magic weakening from exhaustion. Finally, The Hunter's tail dispatched from Shining's neck, only for a second, however.

With ease, The Hunter picked up his prey by the neck, his keen fingers digging into his skin. The eyes of The Hunter captured his stare, his other claw readying to punch him.

"Look around you, Armour. Your words of wisdom did nothing; the faith you had in your friends resulted in a pathetic attempt of trying to delay the inevitable. Your bravery isn't something that should be admired, it needs to be feared by those who want to be you. They will get hurt, they will feel pain and they will know fear."

Shining Armour failed to make any sort of comeback. He was defeated, there was nothing for him to do, but retreat. The weakened captain turned his focus on a scroll container that was left near a stack of spears. Using his magic, he levitated the scroll container, channelling his magic to perform a teleportation spell. Within a second, he disappeared.

For a moment, The Hunter was blinded by the shine of the teleportation spell. He looked back at his hand only to see and feel nothing. Slowly, his hands levelled back down to his sides, walking to the doors of Tartarus. Cautiously, he surveyed the area, looking at the damage he caused, the moment of victory was his.

From his waist, he pulled out a dark orb belonging to the changelings. After pressing his fingers against the cold, round surface of the circular sphere, it hovered into the air, levelling itself in front of The Hunter.

The orb projected Fright's body like a hologram.

"Report..." Fright spoke.

"The shield projected by Shining Armour is no longer active and the guards have been dealt with. You and Chrysalis are able to continue with the breakout."

"Good. Your strength, intelligence and agility is something that should be feared by our enemies." He complimented. "Has the captain been dealt with?"

"No." The Hunter told. "He managed to flee from the area like the coward he truly is."

"Then we must act quickly. No doubt about it that he must be calling for reinforcements. Stay on guard, Hunter. The breakout will begin momentarily."

He gave a slight nod as a response. The projection of Fright faded, the orb falling back into the palm of his claw. The path that was left behind him was chaotic. Ponies were injured and trapped, the smaller barricades used as defences were broken into pieces and the spears were thrown in odd places around the terrain. It was obvious that The Hunter had won, but the breakout was not complete.

At a safe distance from Tartarus' area, Shining Amour rested on the cliffside. From his point of view, the doors of the prison were tiny. The outpost he had set up was wrecked into pieces; a mess between good and evil. He emptied the container and out fell a writing feather and a scroll. There were no more choices he could make. He had failed his mission, the taste of defeat was sickening his stomach.

His mind triggered many of the creatures he fought in the past, but who was this "Hunter?" Dark magic, teleportation, vicious attacks in combat. This was a threat everypony needed to stay clear from.

Using his magic, he wrote a letter addressed to Canterlot, teleporting the scroll to its destination. Who knew how long it would be before any sort of reinforcements arrive.

There was no medical opinion needed, just by looking at Shining Armour, it was obvious he was in bad shape, but it wasn't as bad as his friends'. Powerless and defeated, Shining Armour closed his eyes... Hoping that he would be able to wake up soon.

Author's Note

Well, Fright's newest addition to the team has been revealed. The Hunter! Special thanks to Ekhidna for providing his opinions and creative thoughts on this new character. Thanks again, mate!

Chapter 31 - Liberation

Words had left Celestia, the life in her eyes went dull, almost as if her entire soul had departed from within her. She felt her stomach tightening and throbbing, anxiety now clouding her. Even though the alicorn looked lifeless, in shock, her eyes remained targeted on Fright who didn't even show a shred of remorse to the terror he had just unleashed. Slowly, he lifted his gaunt finger from the core mechanism of the pit, resting it by his side. The moment the harrowing noise orchestrated through the pit, it added to the tension Celestia was carrying. Loud and distressing, the pit's siren was more of a demonic roar, being relieved from a behemoth who had just woken up unpleasantly.

"What have you done..." Celestia mumbled, letting dread take her voice. "What have you done?!" She shouted in indignation.

Heavily panting, still trying to recover from her outbreak, Twilight was focused on Fright, scared to go near him, but wanting wrath for what he's done. Despite feeling mixed signals, she displayed fear on her face. Tears were still noticeable on her face, marking her cheeks in a slide of grief.

Promptly, Shining Armour rose from the ground and directed himself towards Fright, ready to lunge at him. At an alarming speed, he was unexpectedly forced back as Chrysalis fired a wave of energy at him.

"Shining!" Twilight cried.

Scraping along the ground, set back to where he was before charging at Fright, he simply let out a groan that consisted of pain and anger.

Approaching Fright, standing tall and with a smirk she presented, her horn illuminated, piercing her enemies' vision as she raised a spherical barrier over herself and the twisted alchemist.

Celestia fired a wave of magic at the barrier, but nothing, not even crack was displayed. Instead, the barrier absorbed her magic and fired back at her, knocking her back a little as she released a cry of pain. Rushing to their ruler's side, Rainbow Dash, Applejack and Rarity steadied Celestia and helped her back up.

"Well, it's been a lot of fun, catching up," Chrysalis sneered. "But I think it's high time we leave this hellhole. Until next time, ta-ta."

In a bright flash, bursting into nothingness, Chrysalis had teleported herself out of the pit along with Fright. The two vandals vanished from Celestia's sight, leaving nothing but their treacherous deeds behind. Being washed over in intense silence, Twilight couldn't believe what had happened. She wanted to scream, not in terror, but in frustration. If it wasn't for the anxiety attack Twilight had just faced, she would have screamed, but her mouth had nearly withered, losing her voice. Chrysalis and Fright had escaped once again.

With the queen and alchemist erased from the picture, Celestia rushed to the control core of the pit, desperately trying to restore Tartarus' security, to allow the flow of magic to travel back into the prison, but it was futile. The glow around the core faded until it became grey, almost as if its light died out and despite it being an object, some sort of mechanism, it looked like it had lost its life.

"No..." Celestia whispered. "No!" She repeated, but this time for all to hear. Her voice was in a mix of dread and anger.

"What's... What's happening?" Rarity asked, however, she feared for the answer.

With the manic screaming and the insane laughter growing louder by the second, the magic within the pit, around the cells that hardened the iron bars started to fade.

"Why... Why isn't it working?" Celestia locked a look of fear as the sound of worriment began to clog her breathing. "Why isn't it working?!" She proclaimed in frustration, trying desperately to fill the core with her own magic, trying to restore Tartarus' security with every bit of magic and energy she had.

Suddenly, the sound of a rather loud bang was heard, echoing through the put. It was then followed by an atrocious scream. Turning to their left, they watched one of the prisoners, a filthy spider-like freak crash through its bars. With its four eyes darting towards the ponies, it simply let out a hiss as its legs began to stretch and crawl down the pit's walls, hurrying towards its prey. Tartarus' first prisoner had escaped.

"Princess, we have to go!" Shining Armour advised, keeping his allies secured.

"No!" Celestia panicked. "I can fix this! This needs to be fixed!"

Multiple sounds of banging were clustering over each other as the prisoners broke free from their cold, cramped cells with no magic to restrict them.

As one of the prisoners got close, aiming for Applejack they watched this one crawl on two hands while dragging its long body, devoid of any legs, just a bony, spiky tail. Leaping towards her, Shining Armour acted quick, using his magic to set a barrier around Applejack, causing the creature to feel a shocking wave of discomfort as it was forced back.

"Run!" Shining Armour alerted.

With a look of fright washing over Rarity's face, her blood ran cold when she watched Tartarus' prisoners, crawl, slither and even jump from their burrowed cells. In her shocked state, she failed to move. Luckily for her, Applejack lent a hoof, pushing her to run.

With great speed, Rainbow Dash headed for the arch, she watched Applejack and Rarity exit the pit and followed. Beginning to back away, Shining Armour was doing his best to maintain the situation, forcing the prisoners back with his magic while defending those who escaped.

Quickly, adrenaline and anxiety rushing through her, Celestia refused to break her focus from the core.

"Princess! We need to go now!" Shining Armour shouted.

"I... failed... I failed..." Celestia mumbled, almost looking lifeless.

Promptly, like a barricade, Shining Armour placed himself between the princess and the core, lightly pushing himself against his mentor.

"You need to move now." He forced, managing to turn Celestia around and aiming her to the exit.

What made matters worse, just as he thought Celestia and the others were safe, he noticed Twilight, remaining still in the exact same place when she attacked him due to fear spells corrupting her thoughts and vision.

Shocked, the alicorn's wing went limp as she observed the pit, failing to realise that she was in danger.

"Twilight!" Celestia shouted.

Just as multiple creatures began near towards the suspended alicorn, Shining Armour began to levitate his sister, pulling her back from the creatures that were ready to ruthlessly attack her. Grabbing her, gripping her back into this new, frightening world, he hopped in front of her, fight off the beasts that thirsted for blood.

"Go!" He ordered.

Snapping back to reality, her eyes wobbling madly from left to right, she began to back away; retreating to the pit's exit. With Celestia waiting, she watched the two ponies exit the pit, not before Twilight turned back to the arch.

Glowing bright, free from The Hunter's curse, she focused greatly on her magic to create a small barricade, structured from her magic that fitted perfectly into the arch's gap.

Like a wave, the prisoners, creatures, all the monsters that were exiled to this hellhole, hit themselves against Twilight's barrier, pushing and barging themselves against it. Like a river, all of them flowed past each other, hurting and biting one another to try and escape. They were like ants, crawling over each other in a colony. Watching this happen only made Twilight feel sick.

One prisoner bashed their head against the magic formed the barrier, cracks beginning to form.

"They'll break through any moment, we need to move, both of you, now!" Shining Armour ordered.

"We... We lost..." Twilight mumbled.

"We need to go now!" Shining Armour ordered, nearly shouting.

It didn't take long for both princesses to turn away from the arch, Shining Armour followed and they continued on their path through the Tartarus' corridors. Their breath began to overload their lungs as they ran, that and with the recent events going on with Twilight's panic attack, they felt this new world of fear crashing down on them.

Within a flash, Chrysalis and Fright had teleported to the changelings' flying fortress that had now departed from Tartarus. Still clenching onto his slight-charred hand, Fright looked at it with interest, intrigued that it was the Princess of Friendship who had unleashed such wrath upon him.

Like a pair of swords directing towards his position, Chrysalis' eyes ensnared him. With her sharp teeth being revealed, she shouted, "Are you insane?" Realising what she had just said, the queen withdrew her question. "No, don't answer that." Her voice rattled in discontent. "I thought that vile poison of yours was supposed to make them weak and scared, so do indulge me on why Twilight Sparkle nearly tore that prison's pit to shreds?!"

Aware of the queen's irritated voice and desperate questions, Fright's focus remained on his hand. "She was scared." He simply answered. "Fear had corroded her will, she was losing herself in terror's grip." For a moment, a grin engraved on his disarrayed face. "Her outburst was stunning." Looking up from his hand that was slightly irking with discomfort, his eyes met with Chrysalis. "The Princess of Friendship's defiance was unexpected, yet astounding to witness. For so long, I have never seen such a frightened soul clutch onto her life like that."

Confused by his reaction, Chrysalis growled as she leaned closer towards the alchemist, "Your breakout is complete. I assisted you in making it become a reality, now it's time for my piece of the bargain."

"I am no hindrance to that," Fright told.

Stalking her, the cold crept by, biting Holly as she waited just outside Tartarus' unpleasant, bloodcurdling entrance, on the deck of a lone airship she arrived in when taking up the responsibility to protect this place from any intruders or threats. Oddly enough, these memories she visioned when arriving here with Shining Armour and the rest of her allies felt like it was ages ago. After tonight, a lot has happened.

Somewhat disappointed that she couldn't convince her allies to stand with her to protect their home, Holly was desperate to head back into the prison, to do what she could to help Shining Armour and the princesses, however, due to her being the only one with experience as a pilot, she needed to stay safe. Her head banged with insults that cursed her, she wished they would have listened, she wished she would have done something...

Despite being lonely, she remembered seeing the horde of changelings evacuate the prison and lift off in that flying vessel of theirs. She didn't catch any visuals of Chrysalis or Fright, not even that Hunter which grew questions. Until further activity, she stayed alert and on guard for any threats. Deep down, she prayed that she would find her allies come out of the prison first instead of the prisoners.

In this state of concentration, trying her best to not let the daunting, badlands get to her, she felt her ears pick up to the sound of screaming, someone screaming her name. On high alert, the Pegasus brought herself to the side of the ship and narrowed her eyes, trying to see what was calling her. To her surprise, she lifted a smile when she noticed the three ponies exit the prison, however, her smile faded when she witnessed the dread and panic on their faces.

What felt like an eternity to Applejack, Rainbow Dash and Rarity finally exited the prison, their hearts nearly thumping out of their chests, same went with Dash and she flew her way out. Finally, approaching the side of the airship, Rarity was ready to collapse but refused to left the filthy, terrain go anywhere above her hooves. Applejack caught her breath while Rainbow Dash zoomed up to Holly.

"Wh-"

Before Holly could even get a word out, Rainbow Dash was quick to trespass on her speaking and bring herself face to face, pulling her close, their eyes connecting.

"No time to explain, start the ship, the prisoners' have escaped!"

"What?!" Holly exclaimed as she winced from Rainbow Dash's alarmed gaze. "Where are the princesses, where's Shining Armour?!"

"What are you talking about, they're right-" The hovering pegasus stopped herself from talking when she saw no sign of Twilight, Celestia or even Shining Armour. Upon realising that they weren't there, Rainbow Dash's mouth nearly hit the ground, immediately thinking the worse.

Yelling from the airship, down to Applejack and Rarity, she shouted, "AJ, Rarity! Where are the others?!"

Applejack and Rarity exchanged a look of panic, feeling confusion and dismay brimming their mind as they realised with Rainbow Dash that the two princesses along with Shining Armour did not accompany them through their escape from the prison. Instantly, they feared the worst as every troubling thought came crashing down on them, hoping they hadn't left them to face the horrid creatures dwelling in that facility.

"They..." Rarity took a moment to catch her breath. "They were right behind us, we all fled the moment Shining Armour told us to run."

"We can't just leave them in there," Applejack told, growing worried. "We have to go back."

"Applejack, you can't be serious," Rarity argued back. "If you go back in there, you'll-"

"Ah'm aware of what's happened and ah know what's waiting for me, but like ah said, we can't leave Twilight or her brother or the princess behind."

For a moment, Rarity felt insulted that Applejack would assume she would leave behind her friends. Displaying a look of disappointment, the unicorn argued back, "I would never suggest leaving them behind, I would never suggest leaving any of you behind. But if you charge in there, you might not find Twilight or the others, instead, you'll come face to face with ravaging brutes that hunger for our suffering!"

"What other choice do we have?" Applejack questioned, running out of ideas. "We need to- Wait..."

Her eyelids tightened down a little as she looked closely into the barely lit cave of Tartarus' entrance. Through the darkness of the prison's entrance that supplied many worrying thoughts on what now lurked in the insecure, unstable facility. Piercing the darkness, a faint light was seen. It was purple and the more Applejack focused on it, the more the light grew closer.

From the darkness and the prison's jaws, Twilight emerged, bathing in the outdoors. Although the outside of the prison wasn't sirenic like her home, she was glad to feel free from Tartarus. It was unknown how long they were all in there, it felt like an eternity, but Twilight was glad to actually see and feel light even if it was just grey and gloomy, it was better than the darkness in the hellhole she escaped from. By her side, Celestia and Shining Armour followed.

Promptly, Twilight reached Applejack and Rarity while Rainbow Dash hovered down from Holly's position. Upon seeing the three escape the prison, their thoughts cleared from any horrid happenings they imagined. For now, they were fine... Approaching her friends, Twilight caught her breath and finally stopped moving, she forgot what it was like to feel still.

"Thank goodness you're okay, Twi," Applejack allayed her worrying thoughts. "What happened? We thought you were right behind us."

"We feared the worst when we noticed your absence," Rarity informed, still a little shaken by the recent events. Pushing her back into the reality of the situation, the unicorn feared to ask, but forced out, "Are they still in there?"

Twilight heard well of Rarity's question, but she couldn't find the strength to answer. She couldn't even find the strength to look her friends in the eyes. Still breathing heavily, she almost felt like she had drowned. Quickly stepping in, Shining Armour answered.

"Twilight managed to block off their route but that won't hold them. We need to leave now." He ordered.

"But..." For a moment, Rainbow Dash's voice paused as she began to realise the situation they were in, but still, she continued to finish her sentence. "But Equestria..." Worriment glazed over her eyes.

With a sigh, Shining Armour responded, although, he looked hurt breaking the news, "The Breakout is complete. There's nothing more we can do now but secure the rest of Equestria, place all cities, kingdoms on high alert."

"So we're running?" Rainbow Dash questioned.

"I don't like it either, but-"

Promptly, Rainbow Dash objected to defeat and argued, "But the Princesses, Twilight and Celestia could contain them with their magic, even you, you just-"

"Celestia's magic is cut off due to The Hunter's power, who knows when that's going to wear off and I can't pull off another barrier and an enchantment spell again, not with the little time we have and not with the amount of pain I'm carrying," Shining Armour reasoned, raising his voice a little.

"And do ya think Twilight can pull off a spell like that after what just happened," Applejack approached, reasoning with the pegasus. "She's not lookin' too good."

"But if we just run now then that'll mean they've won!" Rainbow Dash argued. "Equestria will be terrorised and-"

"They've already won!" Shining Armour barked. "I hate to see it that way, believe me, I do. But staying here is suicide when our magic is weak and there's very few of us."

So much damage was done when Shining Armour confessed that they enemy won. It hurt Rainbow Dash to see it despite forcing herself to work out many roads to fix this mess. Her mouth forced to shut as her eyes lowered down to the ground, feeling cold and still like a statue.

Rainbow Dash wasn't the only one wanting to try and protect Equestria, Applejack and Rarity were thinking of ways as well, but fear crept up on their thoughts with the changelings gone and the prisoner's breaking free from their cages. Thick and everlasting, the silence could go for a year with the amount of terror that has just happened.

"Everypony onto the ship, we need to go now!" He declared.

At first hesitant, Rainbow Dash wanted to hold her position, to fight. However, when she felt a slight tap against her wing, she turned to Applejack who looked worried, slightly concealing any fears brewing.

"Rainbow, we need to go. Stayin' here is just gonna endanger the lot of us and ah think you know that as well."

"I know, I just... I can't believe we lost..."

Losing her hope to carry on fighting, Rainbow Dash turned away from Shining Armour and aimed to the airship, her legs felt weak as her hooves lightly tapped the blank, desert-like ground. Whatever courage Dash had left was quickly replaced with anguish and it was shown in her eyes.

Applejack and Rarity exchanged looks of worriment and heartache, the fear of what would happen next was beginning to gnaw away at them. They proceeded to obey Shining Armour's order and accompanied Rainbow to the airship.

Watching the three distance themselves away from the captain, Shining Armour turned to his sister. Everything about Twilight's appearance was off. She looked exhausted in the eyes, hurt by the failure of protecting their home and scared by the poison that contaminated her vision and played with her fears. Slouching over a little, not wanting to look up from the barren land, she couldn't help but feel worse than before.

Shining pulled his sister close to his chest, her own fluttering with a slight warmth as she felt his brother's embrace. However, this feeling did not last when she heard the terrorising shrieks from within prison get closer. It was at this moment, Twilight snapped out of her dazed, traumatised state and looked back to the prison's entrance. Discomfort collapsing over her along with her eyes widening in panic, her focus was disconnected from Tartarus entrance and towards her brother.

"Get to the ship, I'll get Princess Celestia," Shining Armour instructed.

Unable to speak, feeling anxiety grip her throat, all Twilight could do was follow her brother's command and head to the airship. As for Shining Armour, he was quick to approach Celestia who was, much like Twilight, lifeless. Her eyes aimed at the wide open, heavy, iron doors of Tartarus, disturbed that Fright and Chrysalis had won.

Just before Shining Armour could speak, to try and pass through the anguish she was dealing with, Celestia spoke clearly and rather ghastly, her voice devoid of any emotion.

"It wasn't meant to end like this... We were supposed to stop them..."

"And we will," Shining Armour declared. "Fright and Chrysalis have more planned, I know it."

"Equestria is going to have its life stripped away because I couldn't do what was necessary... How many are going to suffer because of me?" Celestia eyes slowly hovered down to the ground, her ears detecting the sound of horrific screams echoing through Tartarus' halls. "I should have stopped them... I should have done something!"

The sounds of the prisoners snapped Shining Armour to full alert, quickly facing Celestia.

"Princess, please!" He pleaded. "We need to move."

"Yes... Of course..." Celestia sulked, her voice becoming monotone; blank.

Hopeless, allies and friends had been assaulted, scared and traumatised by the recent events of this breakout, the fear fog, Chrysalis' mockery and The Hunter's infiltration. Promptly, Celestia and Shining Armour entered the heavy airship and proceeded towards the deck. Quickly, Holly took the position as the pilot of the airship, although she wasn't the best at flying, she was adequate enough to fly everyone safely back to Canterlot.

Despite its weight, the airship gently fluttered from the filthy landscape, almost like a butterfly retreating from a flower. On the deck, Twilight felt the same feeling the moment she had arrived. To think she came here after watching an announcement that had her friend tortured and tormented, and now she would leave, witnessing a breakout and knowing they suffered at the hands of horror.

Everypony was scared.

So scared.

Needless to say, no one said a word the moment they left. No one was more desperate to leave Tartarus, but even when leaving, fear left with them. How long they had been there was unknown. Time had no order in such a nightmarish world.

Stirring within her, Rarity could only feel dread at every thought of this new future that awaited. It began to speak while her heart ached.

Applejack was lost in a swamp of her own thoughts, much like Rarity. Even if she wanted to, speaking right now wouldn't be the best option. After what they had faced, the silence was for the best.

Angered, no, furious, Rainbow Dash cursed herself for failing. This madness only added to the fuel for her hatred against Chrysalis, Fright and those who were against her as enemies.

Twilight had isolated herself away from her friends, from her brother, from the princess. For the first time in her whole life, she was scared of herself, the way she acted up in the prison was something she could not comprehend. Colour had faded from her eyes, a damaged look was displayed through her blank expression. Deep down, she knew her friends would come to comfort her, but right now, she wished to be alone.

Princess Celestia and Shining Armour both watched the terrain of Tartarus slowly fade from their sight. Shattered, the Princess of Equestria began to malfunction when it came to forming a solution to this problem. Right now, all she could do was lose herself in desperation and anxiety.

His eyes still glued to Tartarus' eerie and bleak, barren land, he took notice of the broken spears, shattered tents and destroyed equipment caused by The Hunter. Despite floating through the clouds and at a great distance from Tartarus, it didn't stop his vision from witnessing the first prisoner set foot outside their cage, even if they were just a speck.

Shining Armour didn't need to do a double take. He knew who it was.

Chapter 45 - Forgotten Fears

Barren, desolate and empty.

This world is a dark wasteland, devoid of any life, unable to support growth as dust and dirt filled the land, contaminating nature, essence and creation. A desert of gloom with dusky clouds swirled and fused, barricading any light from passing, refusing to show a single fracture of the sky. Everything is just grey, drab and lifeless, nothing like Canterlot or Ponyville, not even the Badlands could rival the state of this colourless land of emptiness. Even though the air felt dead, the wind would whisper softly and despite the vacant location, something stuck out like a monument, but it failed to deliver any attention, honour or respect.

In the middle of nowhere lied a tombstone and this decaying, lonely land appeared to be a grave for a poor, unfortunate soul. Streaming with cracks, breaking and eroding with stains of dirt scattered all over it, the tombstone was a disgrace to look at it, it was almost sad to even look at. It was a mystery knowing how long this marker was left standing in the emptiness, it could have been days, weeks, months or even years since someone visited it. Although the gravestone appeared in bad shape, the words engraved on its stone could easily be deciphered. The epitaph read:

'Here lies Spike.'
'Gone and forgotten.'

Faintly, the sound of stirring and swishing could be heard and it sounded like it was coming from underneath the surface. When the sound died down for a few seconds, an armoured claw erupted from the grave, digits tightening while grasping the bitter air, reaching for freedom. Not long after, another claw burst free from the dirt, both hands now clenching the surface. Just in front of the poorly, defaced tombstone, the knife-like fingers stabbed into the dirt. Steady and stable, the claws pushed down on to the ground and the mask of The Hunter emerged from the crypt.

Pulling himself free from the dirt and filth that was the ground, The Hunter finally clawed his way out from his own grave. Struggling groans and growls of annoyance escaped his breath, the spikes around his mask rattling in indignation, shaking off the dirt that latched onto them. With his arms released and half of his body liberated, his head twisted from left to right, surveying the uninhabited area. Quickly, he lifted the rest of his body out, his legs kicking while his clawed feet scratched away the earth along with his tail, battling the soil and rising upwards, clawing his way to the surface.

Finally, he broke free from his degrading tomb of dirt.

After dragging himself out of the ground, liberated, The Hunter picked himself up, walking a few steps from his grave, struggling with every step until weakness overtook him. As if his own legs failed him, he collapsed onto his hands and knees, grasping the unjagged, crummy earth that ran beneath him. Slowly, the masked darkling recovered his breath and looked upwards, fighting his exhaustion as he slowly investigated his surroundings. Thoughts rushed into his head, questions he wished he knew the answers to.

"What is this?" He asked himself with a grunt, studying the area he was in.

Rising back on his feet, lifting himself from the wasteland's miserable canvas, The Hunter nonchalantly looked around. This was all new to The Hunter. This wasn't the Badlands, he knew that. This place looked grim, empty with no soul inbound. Failing to recall what happened or how he ended up here, The Hunter killed off his questions. Despite only being here for a few seconds, the darkling knew that he had to leave.

But before leaving, he slowly turned around and took notice of the lonely, damaged tombstone. Behind the mask, his eyes absorbed the epitaph in horror, taking in the insulting words that were carved into the stone. The words gone and forgotten hovered around his fragile mind as he read it. Enraged, but more curious to know what was happening, his eyes studied it, it only sickened him. It delivered disgrace to his name. To who he once was. A mere servant. An object. A forgotten fragment.

"No, this-" He stammered. "This isn't real. Just what sick joke is this?!"

Just by further examining the miserable, degrading stone that carved disgust into his name, animosity fueling him, hate burning inside his heart as he tightened his claws into fists. The Hunter's spikes rattled as he relieved a growled, shaking in annoyance. The words 'gone' and 'forgotten' buzzed around his brain, hitting him with outrage. No matter how hard he tried to please and serve his friends, The Hunter kept being reminded about how he felt so downgraded, nothing more than just a pet, a slave.

Slowly, the digits of The Hunter's left foot punctured into the dirt. Sustaining his balance, he raised his right foot and gently pressed it against the deteriorating tombstone. The knife-like digits tapped and scraped the gravestone. For a moment, he felt hesitant about his next move. Was this tombstone the only thing that carried his name? Was this the only thing that remembered his name? Despite these thoughts, he knew he could change this, he knew he could make himself remembered.

"This is not my tomb!" He declared. "I am not dead! No one's forgetting me, not this time!"

With full force, The Hunter pressed his foot down against the lonely tombstone, crushing it with a single stomp. Breaking the silence in this deserted land, the tombstone had been reduced to rubble due to a single stamp. As the darkling slowly looked down before him, he took one step back and studied the small puddle of stones scattered around his feet. The only object in this cold, empty world had been destroyed by The Hunter's anger. His epitaph cluttered and erased.

As he observed the destroyed tombstone, now reduced to rubble and tattered stone, he thought obliterating his insulting grave would bring him a slither of composure, but it didn't. Insulted, demonized and betrayed, The Hunter kept his head lowered, his eyes glued to the ground, staring at the cluttered pieces of what was once his gravestone.

"They'll pay for what they did to me," The Hunter sighed. "I'll make sure they're the ones forgotten in the dirt!" He cursed.

"And what happens after that?"

In the middle of nowhere, the darkling heard the gentle, soft voice question him and immediately whirled himself around. His instincts told him to put his guard up but hearing the familiar voice eased him.

Upon turning around, The Hunter stared right at Starlight who looked emotionless, her eyes doleful. She wasn't alone either. By her side, she had been accompanied by friends from the past, friends The Hunter had not seen in quite some time.

Among the unicorn, standing tall was the fearless Dragon Lord, Princess Ember and the kind-hearted king of the reformed changelings, Thorax. They all conveyed the same emotion as Starlight, dreary and lifeless, almost as if they were depressed, looking hurt. They simply stood still like statues, it didn't even look as if they were breathing.

Taken aback by this sudden visit, muddled and perplexed, The Hunter just stared at his three friends, not burning with hate. Although, he felt alleviated by their presence.

Dropping his shoulders, failing to locate any words, he paused himself before he could even stammer. "Starlight... All of you, what are you-"

Not giving him a chance to finish, it was Ember's turn to speak, carrying the same hurt tone as Starlight, "Who's next after Twilight and her friends are destroyed?" She asked, no longer carrying her valiant and proud voice. "Will it be us?"

Frightened by Ember's assumptions, The Hunter winced in disbelief and uttered, "What- No, I-"

Again, they gave him no chance to speak as it was Thorax's turn, his voice just as cold and deadpan as the rest, "We're sorry we didn't find you. We would have done better if we knew you were suffering. You were there for me when I needed you back at the Crystal Empire, I'm sorry I couldn't return the favour... I understand if I'm next once Twilight is eradicated."

"No!" The Hunter yelled, feeling wave after wave of sorrow and guilt was over him. "I'm not a monster, I- I could never hurt any of you."

"But you will once you deal with Twilight," Starlight told. "The Spike we knew is long-forgotten."

Much to The Hunter's dismay, he watched as all three of his friends began to crumble from his sight. Piece by piece, they began to wither, fading into dust and breaking away, scattering into the wind of the empty land. Starlight, Ember and Thorax showed no concern to their demise, they kept their dull and soulless look.

Disturbed, anguished and shocked, he reached out to his decaying friends, his claws reaching nothing as he watched them disappear before him.

"Wait, please!" The Hunter pleaded, failing to reach them.

"Don't- go..."

Scared, his claws trembling, he looked down to the ground, seeing nothing but dirt and dust scattered along the wasteland. Slouched and beginning to shake, slowly dropping his claws to his sides, he mumbled.

"No..."

Again, he was alone... Or so he thought.

Staring at what was once his friends, now gone, The Hunter was a mess of emotions, he didn't know how to feel. But this was nothing new, even before he put on the mask, The Hunter always felt lost. Trying to grip what they had said to him and what had just happened, his mind kept on reeling. He was losing himself.

Before another thought could latch onto him, a quiet, detached voice spoke to him.

"There is no need for grieving, Hunter. If it makes you feel better, they forgot you, just like the rest." The familiar, cold, reticent voice crept.

Slowly lifting his head up, hearing his voice burnt The Hunter's senses. This moment of sorrow quickly transformed into vexation. Bit by bit, he finally looked behind him, turning himself around to see the slender, disfigured alchemist, standing tall and clasping his grey, emaciated hands together.

"But I..." Fright continued. "I never forget. I remember how broken and scared you were when I found you. I remember how I fixed you, how I mended your shattered mind and forged you a new face. All I had to do was show you the truth. Your fears revealed the truth."

"My friends..." The Hunter growled, raising his arm and pointing to the alchemist. "What did you do to them?!"

A grin slithered through his stitched mouth, his eyes emitting a cold glare, "You said it yourself: Friends are nothing but deplorable hallucinations that toy with your emotions," Fright brought up. "If you truly want to succeed in purging the Princess of Friendship from this world, you must be ready to do what's necessary."

"Are you ready to do what's necessary?" He asked, arching a brow.

"As if I need reminding," The Hunter countered. "Now bring them back!" He ordered.

His order only brought a frown to the alchemist, but quickly, he relieved a small, quiet laugh, devoid of any joy, just insolent, "From the moment you put on that mask, you claim to be fearless, but even now, fear takes hold of your breath."

Finally, Fright broke from his position and slowly walked towards The Hunter, his feet failing to make any noise as he stepped against dust and dirt filled wasteland.

Like a curious shark, he began to circle around the confused darkling, "I know this because I know you. I know you better than anyone." He grinned. "I know that behind that mask is someone damaged, in desperate need to repair himself and the only way he can liberate all that pain is if he sees the one responsible for his agony suffer... Just like he did."

"Shattered, you were ashamed of the dragon you once were," Fright continued. "A mere servant, blinded by lies, neglected and betrayed by his own friends. A target for humiliation and torment. You were nothing but an object to them."

Tightening his fists, The Hunter snarled, "Do not analyse me, Fright!"

"I am not analysing," The fearmonger responded with a smirk. "I am exploring, your fears. You tell yourself you have nothing to fear because of Twilight and her friends, but I know better. I know there's a lot more The Hunter fears. That is the wonders of terror. They shift and change while some refuse to depart."

Swallowing back his hate, the masked dragon muttered, "I have nothing to fear!"

Ignoring his statement, Fright continued, "Betrayed and abandoned by those you considered a family, cast out and replaced, you were forgotten, left to rot in the dark. They disgraced your name, your life and now, you wear a mask, a mask I gifted you along with a new identity. An identity to be remembered."

Finally, the hooded creep stopped his lingering and settled just in front of The Hunter, "But you can't deny it, Hunter." His stitches jailed over a small smirk. "You don't just wear that mask to become something new, something better. No, you wear it to abandon your previous identity, to bury that forgetful face from existence, hiding away the shame and fear. Or perhaps... You cower behind it, terrified that Twilight won't recognise you." He provoked, his smirk still intact.

It had been there for a while now. The anger boiling in his blood, burning his heart like a furnace. He bared his teeth behind the mask and surprisingly, kept his temper on a leash. The Hunter could have stopped his blabbering with a single act, but now, he found himself hesitating to even move.

"What will shatter first I wonder," Fright pondered. "Her mentality or that mask."

"The first thing that will shatter will be you if you keep talking!" The Hunter barked.

"There will be more talking, after all, we've only scraped the surface of your fears. We must descend deeper if we truly want to know if you're willing to do what's necessary," Fright smiled, admiring the syringe around his wrist.

Surprisingly quick, the hooded illusionist threw his arm towards The Hunter's neck, his syringe ready to pierce his throat.

However, it appeared Fright's quickness was no match against the masked monster. Swiftly, he countered against the alchemist, his claw gripping his wrist and steadily holding it in place, pulling it away from his neck, but refusing to let it return to the fearmonger.

With widened eyes, Fright appeared shocked, darting to his wrist and back to The Hunter's vacant eyes. Alarmed, he pulled away from his gaze, wincing as the smirk hidden behind his stitches faded into a look of regret.

"I am," The Hunter answered, the spikes that surrounded his mask rattled. "But if you truly want to know, let me show you."

Motioning his other arm upwards, The Hunter launched a fist into Fright's face, punching him.

There wasn't enough time for the alchemist to react and upon contact, he froze. Not a single groan escaped his mouth, he simply stood still as The Hunter let go of his wrist and drew back from a step. A single punch must have shattered him... and it did.

After a few seconds, cracks began to run across the deranged scientist's face, body and limbs. One by one, his sickening, poorly repaired face, his slender arms and legs along with his scrawny body withered, collapsing into tiny pieces like glass. He broke, fractured and shattered, scattering along the terrain as each piece screamed and chimed.

For a moment, mystified, The Hunter watched as Fright reduced to nothing, staring at the cluttered and rotten pieces of the former alchemist, destroyed much like his own tombstone. The perplexity quickly faded from him, showing no guilt for his action.

"I know what I have to do."

Letting his anger fade, calming himself, The Hunter let his guard down when he noticed the world around him burst into nothingness. Piece by piece, the dreary light in the forsaken land sunk into darkness as if the world was being deactivated by a switch.

Alert, he prepared himself as the darkness enthralled him and everything else, obliterating the miserable, lifeless land from existence!

Buried in a blanket of duskiness, shivering as he grew cold, the darkling's senses abandoned him. Was he awake? Everything around him felt bitter, slipping deeper and deeper into the depths of unconsciousness, ignorant to the unknown world around him. The dark didn't act as a protector for The Hunter, it held him, captured him.

All of this felt like he had been consumed in a sea of blindness, anchored down in the depths of unconsciousness. He felt weak in the head, cold and heavy. Even when he tried to speak, he heard nothing, not even his own heartbeat. Was he dead? As many thoughts bombarded his brain, they came to a sudden stop when a voice emerged from the darkness that crowded The Hunter's mind and body.

"Wake up, Spike."

It took a moment for him to react to the voice, but even then, he felt motionless.

"Wake up." The voice called out again, but this time with a stern tone.

In a sudden jolt, Spike's eyes opened forcefully, gasping and sharply drawing his breath as he bounced upwards. His sight along with the rest of his senses had returned to him. As if he almost drowned, Spike tried to recover his breathing, steadying himself a little as he surveyed the area around him.

Finding himself sat on an uncomfortable, tattered, wooden chair, Spike, in an uncontrolled state, scared and confused, looked around the new location he had been dropped in. Again, darkness surrounded him, but a very dim light hung over his head, bathing the dragon in misery. Paranoid, as he observed the familiar looking room, the shrouded lab that belonged to the deranged alchemist, he took in the memories of when he was broken, hurt. Forged into something else.

Aghast, he looked down at his claws. Purple and small, he curled and flexed his digits, feeling his face as his breathing steadied. Spike... He wasn't wearing a mask, he wasn't the horrifying hunter. He had returned to his normal looking self. Small, feeble and light compared to the monster he once was.

"I'm... I'm me again," Spike observed his claws and the rest of his body in disbelief, proceeding to fidget with his tail. "I'm back to normal."

"Normal is such a poor word for you." The familiar, cold, reticent voice crept to his side.

Trembling, the frightful young dragon pushed his head upwards, gazing at the dark, distorted alchemist who returned a glare of his own. Although his eyes were empty of any emotion and colour, Spike could feel his pupils staring right into his own.

"In the end, no one is really normal." He continued, lifeless and dull. "We are all mad, deranged and insane. Sometimes, all it takes is for someone to bring it out in us."

Spike wiped his eyes and regained his proper sight, clearing away the blur that contaminated his vision as he exclaimed, "Fright... But you-!" He began to stammer in confusion, "You deteriorated! How did you get here?!" He questioned, sitting upwards from his slouched position, almost looking as if he wanted to run.

Quickly, in a disturbing and frantic manner, Fright bolted towards the confused dragon, gripping both arms rests of the withering, wooden chair, his grey, sickly, slender fingers digging into them. Stubbornly, his eyes refused to depart from Spike's position, he continued to gaze at him, staring into his soul with his spiritless, uninhabited eyes.

Scared, returning back to who he once was also restored how easily frightened he felt. As the ghoulish alchemist leaned closer to Spike, he failed to retreat, feeling the back of the chair blocking him. Although discomfort ran through him, he kept his gaze connected with Fright's own, however, cowering a little.

Finally, a smirk managed to thrive through Fright's mask of a face as he relieved a small, sadistic laugh from his lifeless breath, "It's not "how did I get here?" you should be asking. The question is "am I here?"

Lightheaded and sick to the core of his stomach, growing weak with each second, Spike's eyes widened in horror as Fright retreated into darkness, fading from his sight and returning the dragon his space. Erratically, he twisted his head left to right, clutching his chest and doing everything in his power to keep calm, to fight off the anxiety that crawled all over him.

"Is the world around you truly your reality? Or is this just your agitated mind screaming for help?" He waved his hand to the darkness that surrounded them both.

"What's happening? Where- Where are we?!" Spike questioned, although his demands came across as frightened and desperate, his voice shaking.

From the shadows and behind Spike, Fright lunged towards him, his skeletal hands and scrawny fingers digging into the back of the chair, gazing deep into the dragon's disturbed, traumatised soul.

"You don't recognise it?" Fright asked, arching a brow and then shaking his head ever so slightly. "This is your home. Your real home. This is where you were reborn. This is where you were freed from it all. The neglect, the torment, the humiliation. But you couldn't have freed yourself, no. I released you from your agony. After all, you were born a servant, a slave to take orders. Equestria knows Spike can never be independent, let alone take control of his own life."

The more he talked, the more sadness flowed through Spike's veins. Infected with melancholy, the young dragon remained seated and lowered his head, refusing to acknowledge Fright's presence or anything else around him.

"We spent months here, you and me. You were blind, but I made you see." His voice echoed and crept in the dark. "This is where you were liberated from your miserable former life, but you didn't escape the fears that still haunt you."

"Those nights were horrific for you, weren't they?" He carelessly brought up. "When reality set in, the truth crashing down on you, you realised just how meaningless your role was. An assistant, a slave, a pet that belonged to a prominent princess only to be used, broken, replaced and forgotten... Just like an object."

Finally forcing himself to look up at him, Spike narrowed his eyes and clenched his teeth, "I don't need this! Not again!"

With another small, but taunting laugh, Fright looked down upon the dragon, seeing the irritation in his eyes, "You have every right to hold resentment against me for my... Harsh methods. But we can't forget who the real enemy is."

Again, just by thinking of her, Spike found himself lowering his head down again, shaking as his heart ached. The young dragon found himself sinking in an ocean of depression, anchored into an abyss of grief and drowning in his fears.

"The one who left you to rot... To suffer..."

Thoughts of Twilight Sparkle, the Princess of Friendship travelled through his disarrayed mind, feeling a mix of hatred and sorrow bombard his emotions. Spike could feel himself slumping, but impossible to fall deeper into this state of misery.

Whispers from the darkness began to crawl around the depressed dragon.

"A victim of false hope."

"A target for humiliation and torment."

"A forgotten fragment."

"The world knows you belong to Twilight." The deranged alchemist continued. "And you can't escape that. Even when you're replaced and forgotten, her possession over you stains your mind and body. No matter what, you'll always be her servant unless you prove Equestria wrong," Fright uttered, lifting a grin as his dispassionate, cold, grey eyes kept a grip on the dragon. "Show the world that you don't need her to dictate your life. Show her friends that you're more than just her servant. Show the Princess of Friendship that she should never have forgotten you."

Absolutely still, Spike's own silence began to scare him. He didn't blink, his eyes were wide and drowning in restlessness. His mind absorbed every word Fright uttered and every painful memory he remembered flooded his brain.

Hurt and afraid, he remained seated in the old, battered chair, slumped over and staring at the colourless, stone ground. He paid no attention to Fright creeping and lurking around in the darkness, but his voice pierces his hearing. His emotions were mixed, he was a puzzle between feeling hate and sadness, but for now, he looked absent.

Finally, Fright leaned closer towards the dull-looking Spike and breathed through rotten stitches, "Are you ready to do what's necessary?" His vile voice wrapped around the despondent dragon.

With a shaken sigh, breaking down into misery and confusion, Spike's clenched both sides of his head, bringing his knees upwards and curling himself up into the deepest part of the decaying chair, hiding away from Fright, from the whispers and the darkness.

"I don't know! I don't know anymore!" His voice crumbled into uncertainty and panic, his pupils trembling and then gripping his eyelids shut. "I don't know what to do!"

He knew the fearmonger was still in front of him, but he refused to open his eyes and look up. Shaking, Spike kept his face concealed and everything around him grew quiet. Fright's voice wasn't heard and the whispers died down, but the sound of cracking could be heard.

Slowly opening his eyes and releasing his claws from his head, Spike's breathing steadied as he looked up to see he was alone. Fright was gone. Although the darkness still surrounded him, he had thought the alarming sound of cracks and crumbles was coming from the around him...

Until he looked down.

There was nothing pleasant about the crackling sound. It put Spike into a state of paranoia. Stressed, afraid and confused, the young dragon motioned his head down at a slow pace and quickly became captivated as well as horrified. If there was any soul around him, they would see the fear linger in his disturbed, wide eyes. Much to his shock and displeasure, Spike noticed the ground beneath him had changed.

No longer stone, the floor beneath him had turned to a sheet of ice, barely floating above freezing water that surrounded him along with the darkness. Feeling the hands of dismay grip his throat, he watched as the ice floe became consumed with cracks, running their course and spreading like wildfire.

Fear had paralysed him. He wanted to hop off his chair and run, but where could he race too? Faster and faster, his heart pumped up with panic and hysteria, all while he failed to move a single muscle in his body. With his breath shaking, he watched the cracks develop and before he knew it, the whole ice floe burst into pieces. In a mere second, Spike along with the chair dropped into the bitter, cold water.

Breaking away from the chair, swirling out of control, Spike was being pulled under the endless, frigid water. Desperately trying to swim back up to what remained of the surface, but the cold quickly weakened him. He began to wave his arms and legs as fast as he could, hoping to reach the air, but as the cold consumed him, his mobility began to wither.

Pounding, his mind screamed for oxygen and the struggling dragon continued to fight the ocean that suffocated him. Enveloped in darkness, holding his breath was futile. Spike gripped his eyes shut and clenched his teeth, being pulled, pushed and dragged, sinking deeper with every second.

In anguish, drifting and drifting, Spike's head grew fuzzy and his thoughts on reaching safety began to fade. Hopeless and tired, his kicking and struggling dwindled.

All thoughts of survival, determination and vengeance trailed into nothing. His body gave up and his sight blurred, the cold claimed the young, helpless dragon.

Without warning, Spike's eyes flung open as wide as possible, the look of fear still present on his face. Jolting himself upwards from the thick, glacial snow he somehow managed to rest against, he set free a gasp and began to cough, trying to catch his breath while he brought a claw up and clutched his chest in pain.

His head, hands, knees and tail, everything just felt so cold to the point where he could barely move a single muscle. Stressed and frightened, Spike continued to forcefully push his breathing, catching the air he desired. Shaking violently, jittering and quaking in the snow that took him by surprise, he held himself together as if he was breaking or falling apart. With his sight restored, he frantically glanced the world around him and noticed he had washed up just beside a wintry lake. Soon, his frantic gandering transformed into cautious stares as he studied his surroundings.

Around him, snow danced in the night, descending harshly. The blizzard raged on, a screaming storm of frost that consumed everything in its path. It was growing thick, trees were engulfed in it as was the ground.

"So... c-cold..." Spike quivered in pain, gripping his arms.

As the storm grew cruel and sadistic, he finally rose onto his feet and stumbled a little with each step. It hurt to move for the young dragon.

Upon progressing through the thick snow for a few minutes, his feet aching, Spike noticed a crowd of houses not far from him. Curiously, but mostly relieved, he tightened his eyes and took in the small village.

It was Ponyville.

"Ponyville..." A smile broke through. "Home..."

Slowly, Spike's steps sunk into the snow as he continued to fight weakly against the blizzard.

When entering Ponyville, engulfed in a screaming storm of snow, the small dragon took notice of all the houses that looked cosy. How he cherished the thoughts of warmth. As he travelled through the quiet town, passing by the many familiar houses, walking through the town square, he hurried through the blizzard, his feet sinking deeper and deeper into the blanket of snow.

"I can't be out here... I need to get to someplace warm..." Spike breathed. "Someplace safe."

Walking through the blizzard, the path he left behind quickly buried. Much to his annoyance, the pellets of snow spat and latched against him as he gritted his teeth.

It was left unknown how long he had been walking, but much to his surprise, he had reached his destination sooner than expected. If his eyelids weren't frozen, he would have widened them upon gazing at the glistening, monumental tree formed from crystals.

The Castle of Friendship. Home to the Princess of Friendship. His home.

Quickly, Spike rushed to the castle's snow-covered steps and hopped up each level, fighting against the cold as relief warmed his heart to see he had found sanctuary. His expression said it all, he looked pleased, but also anxious.

Despite his conflicted emotions, the nearly frozen dragon found himself before the golden double doors of Twilight's castle. Not a spec of hesitation flowed through him, he promptly pushed his arms out and clapped both his claws against the doors, pressing them open.

As soon as the doors unlocked, Spike slipped through the gap and entered the castle. Quickly, but weakly closing the doors behind him with whatever strength he had left. Hearing a thud that confirmed the entrance to the castle closed.

It felt like an eternity since he had felt the warmth soothe his scales. It was pleasant, but the cold persisted on staying with him despite the castle's satisfying conditions.

Slowly, Spike unlocked a sigh, still feeling his teeth chattering together, although, the constant shivering was beginning to fade. Gazing around the main hall of the castle, he took in how spacious it all was. He remembered how every tone of purple had been used to colour the walls, floor and ceiling.

This feeling of remembrance filled the young dragon with happiness he hadn't felt in quite some time, to be back home.

Shaking off the cold and the pellets of snow that coated his scales, Spike began to wander through the lustrous and homely halls with wide eyes, absorbing the elegance with his mouth slightly agape, his breathing steady. Each step, he gently pressed his feet against the comfy carpet that cleansed away the frost.

He took in the rest of the castle's interior, his mind swimming in memories. Spike directed himself through the halls, his mind switching on and off, lost in a forest of his own thoughts. Everything was quiet, not a single soul could be heard, only his own breathing. This led him to question if anyone else was actually here.

After a few minutes of walking, the nervous looking dragon began to fiddle around with his claws as his eyes darted from left to right, looking cautious and scared, passing by numerous doors of the hall he passed. Filled with worriment, Spike knew he was getting closer to his destination. He wasn't looking for a room specifically, he was looking for someone.

Anxiety wiped away any form of happiness Spike could muster when he noticed one of the many golden doors wide open, light shining through like a beacon calling to him. Bit by bit, he worked up the courage to peer through the open doors, light on his feet as he cowered with each step.

Doing everything in his power to not make a sound, Spike leaned into the room carefully, studying the section of the castle and taking in the thousands of books placed neatly on shelves all around the bright room. His eyes inspected five round, wooden tables, all clean and empty except for one... One that occupied many books stacked and arranged neatly on top of one another.

However, the stack of books wasn't the main thing he noticed. With her back facing towards him, he took in the lavender alicorn sitting at the table, reading. Twilight Sparkle, although he couldn't see her face, he could tell how careless she looked when reading, captivated in whatever story or information she had been consumed in.

Just by seeing her, already, Spike's emotions were battling each other. He couldn't feel hatred, but he could feel happy either. He simply felt depressed just by looking at her. Reading like always, it was as if nothing changed.

Still quiet, his feet failing to make a sound, he walked into the room, gripping his claws and clasping them together, failing to rid his angst. Overworking itself, his heart began to beat louder and louder. Spike dared not to breathe, not wanting himself to be noticed until he said something. Much like his heart, his mind began to overwork itself as well, pumping up thoughts that worried and sickened him.

Just when he was in reach of the princess, he stopped himself.

"Tw... Twilight," Spike gently breathed.

All the reasons not to do this came crashing down on him like a comet. Panic began to spread and tangle his thoughts when he noticed Twilight's ears perk upwards, pulling back her book and gently placing it down onto the table.

With each agonising second, he watched as the alicorn turned around from her book until she looked right at him.

Twilight, for a moment, stared in disbelief but offered a warm smile towards the aching dragon.

Spike stared back, helplessly smiling. He could feel his stress, doubts and fears lower just by looking at her smile. That was until the alicorn tilted her head and arched a brow, looking right through him.

"Sorry, do I know you?"

Immediately, Spike's face dropped. His smile withered as his mouth broke open a little in disbelief while his eyes widened with fear washing over each pupil. Promptly, his breathing almost died while his heart continued to hammer against his chest.

The room around them froze, nothing around Spike mattered to him as he focused all of his attention on the alicorn. As fear began to swell and grow, he looked at her in the eyes, heartbroken and almost destroyed.

"No... No!" He yelled, annoyed and scared. "You are not doing this to me! Not again!"

In response, Twilight drew back her gaze with a confused look, "Doing what again? We've never met." She bluntly confessed, then raising her eyes up. "Does anypony know who this dragon is?"

Scared, Spike whirled around and gazed at Pinkie Pie, Applejack, Rainbow Dash, Rarity and Fluttershy all glaring at him as if he was an intruder. Their eyes held such hatred towards him, snarling at him, despising him.

"Darling, you can't be serious," Rarity asked in a tone of disbelief. "How could you think that any of us would ever associate with this feral creature?" She shot another scowl towards the frightened dragon.

"Feral would be a compliment, Rarity. I thought dragons were meant to be tough, not like this pathetic little runt," Applejack chuckled.

"Maybe he's lost," Fluttershy added. "I'm sure somepony in Ponyville would love to have a pet dragon." The pegasus sneered.

"I'm not a pet!" Spike clamoured. "Why don't you remember me?!" He questioned, tears brimming in his eyes.

"Because we don't know you," Rainbow Dash stated with insolence, "and I don't think anypony would want to spend a second with someone as weak and useless such as yourself!"

"You're... You're lying!"

"Ha!" Pinkie Pie laughed. "Seriously, who'd want to be friends with you? Who'd want to even know you?"

Spike could feel himself being beaten over and over, dread tearing his head into pieces as he took in their insults. Despair began to seep out in his watery eyes, harmed by the horror as his fears replayed over and over, becoming nothing but a forgotten face.

Their insults were cruel and harsh, he almost felt crippled and paralyzed. As he tried to block out the girls heartless laughing, Spike haltingly twisted himself back to Twilight.

The Princess of Friendship stood tall, towering over the hurt and depressed dragon with a disapproving glare. Her eyes targeted his own, pinning him down as venom took hold of her words.

"Assistant, friend, family... It doesn't matter." She declared contemptuously. "You're nothing."

Heartbroken, Spike just stared at Twilight in a state of dismay, his fears playing on a constant loop. Unexpectedly, six inky, sooty arms with keen claws erupted from the floor below Spike, gripping and clawing at his legs and tail, slowly making their way up to his body, then arms and lastly, his face.

In a look of horror, he could feel himself sinking, being pulled into whatever dark abyss these abhorrent hands emerged from. Struggling, in a desperate attempt to free himself, he tried reaching for the alicorn.

"Y-You know me!" Spike stammered. "Assistant, you said it! You do know me!"

"No, I don't," Twilight scowled. "Not anymore."

The more and more the alicorn talked, the more Spike could feel himself being pulled into the darkness below.

"I don't know why you even bothered to come back. We made it obvious you didn't belong here, with us!" She rudely mocked, her eyes narrowing in disgust towards the sinking dragon. "You're nothing but a nuisance who makes constant mistakes, ruins lives and annoys everyone on a daily basis, and now just because you wear a mask, you claim to be 'repaired' and 'renewed', that you've changed into something better, but you haven't."

"Behind that mask, you're still the same worthless, deluded servant everyone forgets." The alicorn scolded. "I never wanted you, as an assistant, friend or family. No one wanted you and no one ever will."

While his eyes glimmered, tears flowing down his face, Spike could feel himself drowning in the darkness that strangled him, the creepy claws relentlessly continuing to drag him deeper into the unknown. Struggling, he darted his frightened gaze to Twilight, who kept her same careless glare, doing nothing to help him.

"You're pathetic!" Applejack shouted.

"A disgrace!" Fluttershy shamed.

"A freak!" Rainbow Dash insulted.

"No one wants you!" Pinkie Pie yelled.

"Everyone despises you!" Rarity seethed.

With his sight fading, everything grew dark, blurry and fuzzy for Spike. The last thing he saw was Twilight's look of hate and the last thing he heard was the harsh, uncaring laughs of her friends. Finally, he completely sank into the inky pond, vanishing from the princess and her friends' sight, taken by the vicious, skeletal hands that claimed him.

Gone, Spike had been removed from the Princess' sight.

The moments he had disappeared, taken by the mysterious arms of doubt and fear, the eerie whispers, the heartless laughing and the manic shouting came to a sudden stop. Now, silence took hold of the alicorn and her friends. The world around them grew still like time had broke, freezing the world in place until the Princess of Friendship finally made a move.

Calm, serenity filling her hooves, Twilight took a few steps up to the cloudy pond that consumed the forgotten dragon, looking deeply into it. Gently, she lowered her head and smirked.

"You were never ready to do what was necessar- ack!"

Abruptly, two armoured claws shot up from the lightless puddle faster than the alicorn could blink. Sharp, hook-like fingers wrapped around her neck tightly.

Failing to draw back in time, feeling her breath battling for air, suffocating and desperately trying to break free from her attacker's grasp, she watched as a daunting, pale-white mask emerged from the ground, failing to unlock a scream or even a groan.

Reclaiming his mask, his identity, The Hunter, no longer feeling sorrow and irked to his core, rose from the ground, his clawed-feet digging into the floor as he held Twilight into the air, still gripping her throat and forcing her to stare into his deadpan, barren, black eyes. Scared, she tried to break free from his grasp, coughing and flailing her hooves and wings around.

Twilight's friends watched as the enraged darkling leapt from the ground. They were ready to leap, tackle and mindlessly throw themselves against The Hunter, doing whatever they could to interfere with his assault.

However, before they could even make a step, he heaved his tail across all of them, striking them with a single hit. Unexpectedly, they shattered like glass, exploding and scattering into dust, hovering around shortly like embers, but The Hunter was too absorbed in watching the princess struggle, still keeping a tight hold of her throat, refusing to release her from his grasp.

With her friends out of the picture, Twilight was left alone and powerless in the hands of The Hunter, hate running through him as she helplessly flailed her legs and wings in the air, unable to break free, her strength and energy fading by the second.

Careless to pay any attention to the world around him, the library began to distort, breaking away and revealing a rippled, empty world where everything was grey and dull much like the wasteland he started off in. Shifting, the bookshelves were carried by the wind as the whole room deconstructed piece by piece.

Now, the darkling stood tall on an island floating in a lifeless void, staring deep into Twilight's widened, frightened eyes as the rest of the castle dismantled and dispersed.

"Over and over," The Hunter began. "You always kept trying to tell me I meant something, but I know now they were just lies. A distortion to prove just how weak and blinded I really was, to keep living in anxiety's hand."

"Assistant, friend, family..." He brought up, the spikes around his mask rattling in irritation. "I don't need you to define who I am... I don't need Fright to define who I am..."

Upon bringing up the fearmonger's name, Twilight's appearance began to alter and shift into the alchemist. Her horrified gaze turned into the colourless eyes of Fright, his disarrayed mask of a face now staring at the deadpan mask.

Coughing and gasping for air, clawing at The Hunter's hands and failing to break free, Fright's efforts were useless.

As he stared deeply into the emotionless eyes of the alchemist, the darkling let off a growl, "...and I certainly don't need the past to define who I am."

Once again, the appearance of The Hunter's victim began to change and break. Fright's badly-crafted face burnt away, his scrawny figure and slender arms fading in and out until the whole of him disappeared, transforming into someone else.

From behind the mask he wore, he watched as Fright began to disfigure and shift into something else. Unfazed and negligent, The Hunter remained apathetic to the fact he was now holding a small, purple dragon by the throat. It was him... It was the Spike he used to be... It was his old, forgotten identity.

Small and feeble, terrified and failing to tear himself free from The Hunter's claws, he watched as Spike gripped his traumatized eyes shut, clenching his teeth in anguish and losing his energy to move a single muscle. Smoothly, he loosened his armoured claws from the young dragon's throat, dropping him to the dust and dirt-filled ground.

After being carelessly dropped to the dirt, his back hitting the rough landscape, Spike raised himself upwards and rubbed his throat, frantically gasping and coughing, trying to recover and steady his own breathing. During this time of recovery proven short as the small dragon darted his panic-stricken eyes upwards to The Hunter's cold, skull-like mask staring down at him.

"I'm ready to do what's necessary." His voice roughened.

Paralyzed, weakened and scared, Spike failed to rise back on his feet, pushing his claws into the ground as he backed up from the masked darkling, trying to push himself away from his presence while keeping his own wide eyes glued on The Hunter's movement.

With a stomp in each step, he effortlessly pursued the small dragon, cowering and trembling before him.

"If I want to bring down Twilight, I need to let go of who I once was." The Hunter told himself, raising his clawed foot right above the small, quivering dragon. "I can't have fear stop me... and I won't let it."

Stunned by fear, unable to move, Spike couldn't say a thing. Every word he thought of died on his tongue as anxiety held it. Helpless, he watched as the masked monster lift his foot over him.

"Because I have nothing to fear. Not anymore."

Without a single thought of hesitation, merciless... The Hunter slammed his foot down against the scared dragon and instantly, he shattered like glass, scattering into dust, withering away.

He had won. The Hunter had won.

When his eyes opened, it took a while for The Hunter to truly grip his reality. Everything was a blur and his vision slowly emerged from darkness lazing around in his sight. Aching a little, his head was spinning much to his discomfort, however, memories of his little journey through Fright's fear concoction rushed to his mind. As his sight built back up, seeing clearly, he released a groan and then began to breathe calmly. The darkling found himself slumped against a wall as he inspected his surroundings.

He remembered what had happened. Chrysalis' plans, talking to Starlight and being poisoned, he began to recollect his previous events. While The Hunter swiftly surveyed the dark and grim room, devoid of any colour and light, he finally took notice of Fright who was crouched by his side, staring at him with empty eyes.

"Welcome back to reality." The alchemist greeted.

Silent, The Hunter slowly rose onto his feet, gently pushing himself off the wall.

"For a moment, I thought you'd never wake up," Fright said. "Just when I presumed fear had finally consumed you, you deny oblivion and prove me wrong. It appears-"

Without warning, Fright's voice cut off when The Hunter shot a claw at a piece of the fearmonger's dreary cloak, clenching it tightly as he pulled the alchemist towards him, bringing him inches away from his mask.

Growling, the spikes around his mask clattering in anger, the darkling spoke, "Do that again and I'll bury that syringe in your throat!" His warning ended with giving the alchemist a simple shove, giving him back his space as he released him. "Now pick yourself up. We have work to do."

Once Fright had been released from The Hunter's grasp, his surprised look quickly transformed into a smirk, "What did you see, Hunter?" He asked in fascination, astonished by his reaction. "It must have been a terrifying show."

"It doesn't matter what I saw." He bluntly responded. "I'm ready to do what's necessary."

"And that is?" Fright questioned, curious.

"End tonight with a scream."