Changing moons

by Jeweled Pen

Rating: teen
Tags: Nightmare Moon, Princess Luna, Queen Chrysalis, Fluttershy, Adventure, Big Macintosh, My Little Pony: Friendship is Magic, Dark
Length: 21071

The moon has risen again, blotting out the sun.

When Queen Chrysalis and Nightmare Moon join forces to over throw the princess' and steal Luna's magic, will the princess of the night be able to defeat them? With only Ponyville's strongest stallion and the element of kindness to help her as she travels the world will her chances of success be doubled? Read as her adventures take her through the zebra plains, into the caves of the bat ponies, through the oceans of the sea ponies, and across Equestria to create an alliance never before seen.

Cover art by me, yay! Not to good, sorry.

Published 2012-06-26 05:14:01 UTC
Last updated 2012-08-11 04:37:59 UTC

Prologue

Love. Its a very strange substance in this world, the queen thought. It could give so many different things. For some it gave nourishment, for others it gave the will to live, and for some it gave power. Great power. Power she used to bring down a god. And the very same power that dashed her hopes to the ground, shattering them like a freshly laid egg dropped from the sky.

The queen sat on the crumbling stone ground. Surrounded by pillars and walls that had been forgotten long ago by all but a fraction of pony kind. Vines had grown up the pillars surrounding her and the ground was covered in moss. All except a small circle surrounded blue fragmented chunks of armor, where the plant life itself seemed unwilling to approach.

Hatred and anger. She heard it was the opposite of love and in many ways it could serve the same purpose. She could feel it radiating from these small tiny pieces of metal, a anger and hatred that was shattered but refused to allow itself to be fully destroyed. She could feel it calling to her, promising her power and vengence, if all she would do was take it up.

As she stared at the fragments, she found her mind wandering to a time before...

She had walked slowly, each step allowed her to feel the weight of her failure pressing down on her. She looked to her left and right. Her changelings didn't so much as twitch, they just watched and waited. She was their queen, they followed her, listened to her... Needed her. Equestria was lost to them though and already she could feel her subjects weakening. This was to be a feast that could sustain them for a millenia but instead it ended in their defeat, cast from their buffet like flies from a picnic.

She didn't know where to go now after coming so close to success, that perfect day, to have it snatched away was almost to cruel. "Rest." She had ordered. No, she had refused to let that defeat them. She was queen of the changelings, and she would not allow her subjects to suffer for her mistake. Her wings had spread out, "I will find us a new home, and return." She could see the nervous shuffling of feet, hear the slight buzzing of wings. Her subjects were afraid, perhaps thinking she intended to abandon them? Or perhaps afraid she would fail again? She had left them however, refusing to give up and fail. Hatred had formed in her heart. Hatred for those ponies, for that alicorn, that unicorn. They thought them finished, that the changelings would be content to disapear, fade into nothing more than campfire stories.

She didn't know how long she had traveled until she felt it. Like a beacon of hatred calling to her own angry heart, she had come to this ancient castle, hidden deep in the everfree forest. Brought back to the present she slowly got to her hooves and began to walk, circling the remnants multiple times before moving to sit on what she imagined was once a throne. She didn't trust whatever it was, and most definitely didn't understand it. Its hatred and anger was irrepressible and she wasn't sure she could control it if she allowed it in.

However she knew what her choice would be when she had come here. While her subjects could not feed on it, she did love them. And as she stood one final time and began to walk towards the fragments, her empty hoof slowly reaching for the pieces, she hardened herself. She would not fail again.

Luna bolted upright, casting her blankets to the floor. Sweat had formed on her brow and her breathing was ragged, her mind filled with a horrible hope crushing dread. She practically flew across the room, scattered her furniture as she came to the window, and propped it open. After a few moments she let out a sigh of relief, sunlight filtered into the room. Everything was fine. Her sister protected the day. She turned back to her bed, letting the blinds shut, and soon crawled in. However, despite her best efforts sleep eluded her, everytime she closed her eyes the feeling of dread overcame her yet again...

---Three weeks later---

Twilight groaned as she slid out of bed, and walked down towards the door. Who could be pounding on her door so early in the morning? The sun wouldn't be up for hours and she needed her sleep. She had a busy day of organizing the library tomarrow not to mention all shipment of Daring Do's newest book, the unblinking eye. She glanced at Spike as she went past his bed, he was curled up and unaware of the pounding, in a deep sleep. Twilight let out a sigh as she wished she could join him off in dream land, but whoever was knocking on the door seemed to not want to go away. She hoped it wasn't Pinkie, she was much to tired to deal with some random idea of hers this early. Finally, after a walk that felt like hours, she put her hoof on the door and swung it open, "Yes, who- Your highness!" Twilight stared in shock at Princess Luna in the door way, flanked on either side by two guards.

"May we come in?" Luna asked as she stared at Twilight, her expression was very serious, and Twilight couldn't help but feel a little nervous as she moved to the side to let them in.

Twilight watched them nervously as they entered, closing the door quickly behind them. "Your highness is something wrong?" Her thoughts of sleep fell to the wayside at the mere presence of the princess.

"Twilight Sparkle, we have come on a matter of grave importance. Is anypony else here?" Luna's eyes glanced around the library suspiciously, as if she expected somepony to jump out and yell surprise at any moment.

"It's only me and Spike, and he's asleep right now. Do you need me to wake him up?" Twilight began to pace nervously, her horn glowing as she tried to subtly tidy the place up. She hadn't expected a princess of all things tonight! "I'll go start some tea." Twilight said as she darted into the kitchen.

"There's really no need... Please Twilight." The princess said as she moved to sit on one of the cushions. Twilight ignored her words as she continued to make the tea, the sound of the water faucet soon followed by the clatter as the tea slowly began heating.

"The tea will be ready in a moment your highness, what can I do for you?" Twilight asked came out from the kitchen, bowing her head to the princess as she remembered her manners.

"It is about your brother. I am afraid we have lost contact with him and were hoping you could shed some light on this. As his sister, we hope you know where he has gone. It is of the greatest importance we find him immediately." Luna said slowly and carefully, her eyes still shifting around the room from time to time.

"Shining Armor? I haven't heard from him since he went on his honeymoon. I thought he was returning next week though? Is something wrong? Is everything ok?" Twilight's voice slowly increased in pitch as panic began to set in. "He's not in trouble, is he?"

"One week you say?" Luna's eyes focused on something behind Twilight. "Are you certain?"

"Yes, wh-" Twilight turned to see what Luna was looking at, the words catching in her throat. She took off, narrowly moving in time as the ground where she had stood was enveloped in a green glow. "Princess Luna, it's, how, we need to-" The words were cut off as she let out a scream of pain as green goop covered her body, making her fall to the ground, a green stream of sticky goo coming from the princess and her guards horns.

"Twilight? What's going on?" Spike said as he hobbled out from the bedroom, rubbing the sleep from his eyes.

"Spike! Send a note to Celestia! I need help!" She screamed, as the green goop covered her face.

Spike quickly sprang into action, running back into the bedroom, closing the door behind him, and locking it. He grabbed a small quill and parchment, writing frantically on it. He could hear pounding on the door, but already he had the note ready to send. As he took a deep breath, a black mist enveloped his body, and before he could breath out he fell forward, snoring peacefully.

Twilight struggled against the goo as she stared at the bedroom door as it opened again. "You'll never get away with this!" She growled defiantly.

"Oh, my dear Twilight Sparkle. I already have. You told me yourself. 1 week. And that is more than enough time to remove Shining from the picture. Permanently." The last thing Twilight heard as her world faded to darkness, fear latching to her heart.

From outside the library, two eyes stared in from the darkness. "Who?"

Chapter 1

Applejack grunted as she neatly stacked barrels on top of each other. The barrels were stacked five high with the use of a pulley system she and Big Macintosh, her brother, had constructed years back in the barn. She grinned in triumph at the neat stack of barrels ready to be shipped out come tomarrow and wiping the sweat off her brow she slowly dragged her weary body to the barn door. Her intent was to check how her big brother's chores were going, but she was suddenly blocked off by a frightened purple unicorn. "Twilight? What's got ya' ah flustered?" Applejack asked as she stared at her friend.

"Applejack I need you to come with me! I need your help, the fate of all of equestria may hang in the balance!" Twilight said quickly as she ran out the barn door and a few paces away, before stopping to stare at the confused earth pony.

"Well now hol' on sugar cube, why don't yah tell me whats got your saddle all bunched?" The orange mare moved out of the barn casually, closing the large door behind her with a swift kick. "If it's really that important we should go an' fetch the others."

"There's no time! Applejack we need to go now!" The jumpy unicorn whined as she tugged on the orange mare's mane.

"Well hold on just a apple pickin' minute. If it's all that important, let meh go an' fetch Big Macintosh. It'll jus' take a moment." As she said that, she couldn't help but think anger flashed on her purple friend's face. But it was only there for a moment, and she decided it must have been her imagination. She galloped off to go and grab her big brother.

******

The everfree forest was one of the scariest places to pony kind, a strange place filled with its own magic and creatures. The creatures themselves almost never left the forest itself unless ponies caused them undo strife, but most ponies were still fearful to be anywhere near the forest itself. It made the land around it extremely cheap to buy with low ownership taxes, which was one of the main reasons the Apple family orchards were seperated from it only by a small fence to keep the animals in and a small rarely used back road that went around the Apple family farmstead. It was on this road that Applejack met up with Twilight. Her brother, a large red stallion with a open green apple as his cutey mark, stood besides her.

"So let me get this straight. We're goin' IN the everfree forest? What exact- Hey! Get your purple flank back here!" Applejack yelled as her friend ran into the forest. She shook her head before turning to her brother, "Twilight may be the brightest pony I know, but I swear sometimes she can be right thick." Applejack grumbled before she chased after the pony.

"Eeyup." Big Mac said as he followed after his sister, what kind of big brother would he be if he let her wander off alone in the everfree forest? Well except the times she did. But usually that was fate of the world, elements of harmony stuff.

"Twilight this better not be like that letter fiasco! Where in tarnation are you leading us?" Applejack yelled after her friend, her legs throbbing already from the run. It was bad enough she'd spent the whole day lugging around barrels and setting up tomarrows shipment, but now she had to run a marathon through the everfree forest? And when had Twilight gotten so fast? She could barely keep up with the little bookworm!

And then out of nowhere the little unicorn stopped. Applejack let out a shriek as both her and Big Mac toppled into her, sending the three crashing to the ground. The orange mare slowly got to her feet as she coughed out dirt, glaring at her purple friend. "Ok we're here, so what in tarnation made you drag us all the way out here?" Applejack looked around, but all she could see was that they were in a small grassy clearing, surrounded by trees. A large fountain, overgrown with weeds and vines and still bearing the bottom half of a statue of a rearing stallion, dominated the center of the clearing. The air was filled with a light buzzing sound, so she imagined a hive of bees resided nearby.

"Simple Applejack. The fate of all equestria hangs in the balance." The pony turned around, her eyes glowing green as the buzzing got louder. "It's a shame you brought the other pony into this, but it's no matter." The trees began to move, as creatures began to walk out from them. The creatures were black with curved horns and clear bug like wings. They were shaped like ponies except all over their bodies chunks had been removed, as if something had bitten holes out of them. Changelings. Applejack recognized them almost immediately, but this time something was different. The holes in their bodies which were once empty were now filled with a strange purple gel.

"Oh horse apples." Applejack said as she backed up, getting back to back with Big Mac. "You see a way out?"

"Nope." The less than talkative stallion said as the creatures charged.

******

Just outside the forest but far from the apple orchard a small yellow pegasus hummed softly to herself as she fed a large number of animals. Weasels, ferrets, bunnies, falcons, robins, turtles, all manners of animals had gathered onto Fluttershy's front lawn and were sitting in front of a tree stump, making quite a large racket. The shy pegasus did her best to be inconspicuous as Angel, her little tiny rabbit and assistant, stood besides Owlowiscious, her dear friend Twilight's pet owl, as they used the stump as a makeshift stage. Having deposited small amounts of grub for all the animals, including a small plate of carrots for Angel and nuts for Owlowiscious, she took a seat near the back so as to not disturb whatever they were planning.

Watching the bunny hop up and down made Fluttershy a little nervous. She hated when Angel was like this, so angry and upset. It definately could not be good for him. And she felt guilty just standing by while Angel dragged Owlowicious into whatever trouble her mischievious rabbit had planned.

Her eyes were drawn away from the rooted stage as she saw five ponies heading towards her small cottage. Twilight, Rainbow, Pinkie Pie, Applejack, and Rarity. Seeing them caused a sudden feeling of dread in the pit of her stomach. It wasn't that she was unhappy to see them, and she did love her friends dearly. But Pinkie Pie wasn't hoping around, looking excited, or even laughing. Whatever brought them here must have been absolutely dreadful. Slowly she got to her hooves as the animals turned silent. "Ummm... Hello everypony..." The yellow pegasus said softly as she looked down at her hooves, "is everything ok?"

Twilight moved towards the shy caretaker slowly. "Ofcourse Fluttershy, I just needed to- Ow! EEK!" Twilight let out a shriek of fright and pain as suddenly a weasel darted forward and bit her leg. It turned into a high pitched scream as even more creatures dog piled on the purple unicorn.

"No... Stop... Please..." Fluttershy said weakly, as the other four ponies moved in to assist Twilight. Her eyes went as wide as saucers as a small war broke out in the front of her lawn, pony and woodland animal engaged in fierce struggle. And then as suddenly as it had began, it ended as green flashes enveloped the tussel and within moments the critters were stuck to the ground. They were enveloped in some green gel substance, only Angel remaining free.

Fluttershy's pony friends glared at her, their bodies covered in shallow bleeding cuts. "I-I'm so sorry. I don't know what came over them... Angel why are you- eek!" She ducked as an apple flew over her head to strike across Twilight's face.

"ENOUGH!" The angry unicorn yelled as her horn glowed. "I must admit you move faster than I would have guessed, we thought we would catch you by surprise. However your pitiful army has been defeated little pegasus pony." Fluttershy stared at her friends in confusion, until all of them except for Twilight suddenly changed form, their bodies turning into changelings.

"But... But but... You were all s-sent away." Fluttershy squeaked as she backed up. She almost paniced when she felt a small pressure on her back, but she let out a soft sigh of relief when she realized it was only Angel having jumped onto her.

"We weren't sent far enough. Surrender peacefully and your suffering will be slight. Gain our ire and your pain will be un- AGH!" The fake Twilight shrieked as a badger bit into her hoof. The changelings turned to their leader and attempted to help her, leaving Fluttershy for the moment.

A sudden thump on the frightened pegasus's back made her turn to Angel who was motioning to run towards the everfree forest. Suppressing her desires to go and help the injured changeling, not to mention the trapped critters, she turned and ran into the forest at her bunnies direction, soon the last flash of yellow disappearing amongst the trees.

"Leave her." The fake Twilight said as she sucked on her wounded hoove. She glared at the assorted captured animals. "Have them taken as prisoner's, and have word sent to our patrols of the pegasi's escape into the woods. She is in our territory now so she won't get far." A wicked grin flashed on her face as another changeling walked towards the cottage, form altering to that of the animal's loving caretaker. The purple faker glanced back down the pathway as the other 3 changelings flew off to report her orders. Assuming all went as plan the changelings now had two bases of operation outside the everfree forest, as well as two less elements to worry about. Slowly the changelings eye's wandered to the castle. Once word reached the queen, the fun would begin.

******

Far away from the single cottage, in a castle built into a mountain, a white Alicorn laid in her bed after a long and tiring morning. The sun filtered in through the open balcony door, a light breeze keeping the princess of the sun, Celestia, from being uncomfortably hot. Her horn glowed as a small cabinet opened across the room revealing a number of scrolls, neatly arranged in little cubi holds. She pulled one out and draw it through the air towards her before slowly reading. 'Dear Princess Celestia' it began. She glanced nervously at the sundial in her room. She had about thirty minutes before her next meeting, a very limited time to lose herself in one of her students letter. She had all of them memorized but she still enjoyed the feel of reading them from the scroll, taking note of Spike's hand writing, the occasional misspelling, the youthful innocence that even now made her stress start to ebb away.

'I met somepony tonight who was having the same problem...' She chuckled a little bit as she thought of the night this letter had been written, when her younger sister had went to enjoy the festivities. She could still remember how excited Luna had been preparing for that night with bated breath. She had done her best to prepare her little sister for what she would find but Luna had insisted that she kept her interference to a minimum. The princess of the sun let out a soft sigh of relief, content in knowing her student was able to handle even situations such as these.

'Best things you can do with friendship, is to gi-' Her reading was interupted as the light in her room dimmed conciderably before finally being blocked out completely. "What?" Her horn glowed casting light in the room as she jumped to her hooves. She quickly ran to the balcony and gazed out at equestria. Night had over taken the land, the sun blotted out by the moon. "Luna!" Celestia yelled in disappointment. "This prank is to far." She stormed off heading towards her sisters tower, magically flipping on lights as she went. However before she arrived at the door she stopped and took a deep breath. "No... I will handle this calmly. She's still getting used to the new world and was probably just playing around. I'll just explain that doing such things are to far." Knocking on the door she found her sister sleeping. A green pegasus pony was tending to the room while the dark blue alicorn slept in her bed. She motioned the servant to wait outside. Waiting until the door was closed again the princess slammed a hoof down, nearly denting the stone floor. "Sister!" Her voice boomed echoing through the room. Maybe she should have had the servant wait farther than outside the door.

"What?!" Luna shrieked as she jumped out of the bed, her horn glowing. She looked around frantically, "Did I over sleep? Is it time to raise the moon?" She asked as panic filled her voice.

"Theres no need for that sister." Celestia said with a sigh. "You need to place the moon back. This prank has gone a little to far. Though I do admire the effort."

"Prank? What prank?" Luna looked around the dim room, the only light coming from the princesse's glowing horns. Celestia motioned to the window and Luna quickly moved over to open the blinds. Seeing the darkness caused her to let out a gasp. "I'm not doing it!" She said quickly as she turned to her sister.

"Sister... No one else aside from you can move the moon. Please lower it."

"I swear its not me. I'll lower it but I did not raise it. I swear." She repeated, shuffling her hooves nervously as her horn glowed powerfully. She focused on the task of moving the moon, but while she could feel the magic being burnt away, the moon itself didn't budge. It wasn't long before the light dimmed from her horn and she began to pant, sweat dripping from her brow. "I... I can't move it." She said, her voice a mix of confusion and exhaustion.

"Thats impossible. Luna this is no time for games."

"I mean it! I can't, it won't budge." The princess of the night repeated, trying to clear her head from the drain the attempted magic made her feel.

"Luna, I-" Celestia froze mid sentence, her head turning towards the door, "Discord!" She turned and ran, nearly toppling over the green pegasi servant as she went. Within moments she could hear her sister's hoofsteps behind her, as the smaller alicorn attempted to keep up with her elder sister. As they stood in front of the statue the two began to circle it, using the lights of their horns to search for any cracks.

After a few minutes of careful inspection Luna spoke gently, "Its fine. There's not a mark on it and it hasn't moved. He's still trapped."

Celestia let out a soft sigh, before turning to her sister, "And your sure you have nothing to do with this?" The dark blue alicorn shook her head quickly. The elder alicorn looked to the sky. The smallest outline of her sun could be seen around the moon but it gave almost no light. She closed her eyes as her horn glowed. Slowly the sun began to move across the sky, pushed beyond its normal speed by the urgings of the powerful alicorn. Light filled the world yet again as the golden orb was no longer blocked by the moon. However the moon remained still, refusing to move from its position in the center of the sky. Celestia's eyes wandered back to her sister again.

"I'm not doing it. I swear." Luna stared into her sisters eyes a small amount of fear showing through, as guilt began to flow into Celestia's heart.

"Of course its not." The white alicorn said as she moved closer, a wing moving out to pull her little sister to her side. "I shouldn't doubt you. But the moon is in your domain now, I can no longer control it. If you are not controlling it then it should not move at all. Please. You must find out why it is ignoring your command, and fix this." She leaned down to gently place a kiss on her sisters forehead. "It will be ok. I know you can do this." The princess of the sun released her sister and headed back into the castle. She would do her best to maintain peace, tell her subjects that all was well. It was safer for them to not worry until she knew there was an actual threat.

Luna watched her sister walk away with sadness in her eyes. She didn't know why the moon was ignoring her orders, but as she turned to head towards the spell compendium, she knew she would find out. After all, as her sister had said, the moon was her domain.

Chapter 2

Pain. Soooo much pain. As Big Mac's eyes slowly opened he couldn't help but feel like a tree had fallen on him. As he tried to move he began to think that tree had been made of glue. His body was covered in bruises, welts, and a strange green slime that was holding him trapped to the ground.

A loud chittering noise to his right drew his attention and made him struggle against the green goop as he turned his head. Two of the changelings stood away from him and made loud chittering sounds, their wings buzzing behind them. The red stallion began to crawl, letting out a low groan as he put weight on his front right hoof. He couldn't tell if it was broken or just sprained, but placing any weight on it shot liquid fire through his veins. The handicap delayed his escape, though even with one less leg he was able to slowly pull himself out of the goop enough to walk. Sadly enough of the goop remained that it still covered most his body and made the dirt and grass he walked on stick to his hooves. His eyes scanned the area searching for his sister, and what he saw made him feel his heart almost stop.

A large brown hat was laying on the ground, close to where he stood. He reached down with his mouth to pick it up, staring at it closely. Though he didn't want to admit it, he knew there was nothing else it could be. It was his sister's. He flipped hat on his head as he glanced at the two changelings in front of him, his anger bubbling up inside of him. Whatever these things were they picked the wrong stallion's sister to mess with. He drove his good front hoof forward, slamming it into the back of the closer one and sending the creature forward into a tree, knocked out cold. The sudden shift forced him to steady himself with his hurt hoof however, making him temporarily freeze from the pain before he could follow up on the other one.

That was the only opening the creature needed. It took to the air out of range of Big Mac's strikes and let out a high pitched shrieking sound, soon a buzzing sound filled the forest. The red stallion cursed his hurt hoof as he had no choice but to run. Doing his best to favor his good legs he darted through the thick treeline. He could hear the creatures behind him, but he knew better than to look back and risk tripping or hurting himself because of an unseen root.

Soon the sound of rushing water could be heard ahead as he ran, but he could also hear the buzzing as it got closer. With one leg gone he knew he couldn't outrun them, he'd have to out think them or find a place to hide. A water source would be the perfect place. With a final burst of speed he leapt free from the treeline, expecting to arrive at a river of sorts. However with a gulp of realization he remembered a important saying old granny Smith used to tell him. 'Always look before you leap'.

The trees and bushes of the forest had grown right up to the edge of a very steep incline, which went down a good fifty feet before dropping another ten feet into white water rapids. The red stallion seemed to hover in the air a few seconds before plummeting down. As he rolled and tumbled down the incline he tried to dig his good hoof into the ground or grab passing weeds with his mouth... But he was going to fast to stop and as he flew off the last few feet of the incline and hovered above the water he only had time to reach up and hold tightly onto his sisters hat with his good hoof.

Icy water enveloped him, going up his nose and cutting out his air supply. The powerful rapids tossed him around like a leaf on the wind and as he struggled to right himself and get to the surface he kept being thrown off as he slammed into invisible but solid objects in the water, cutting and bruising his already hurt body. His vision clouded as he struggled to hold on, his lungs burning as they screamed for air. After what felt like hours but he figured was only thirty seconds at most, he broke the surface and tried to cough up the water while simultaniously breath in for mixed results. His freedom was short lived however, as he was pulled back under by the powerful currents and then slammed into something hard. His eyes opened as he gazed into a void of purple. Powerful hands wrapped around Big Mac, plucking him from the water.

Staring up at the thing before him, he couldn't help but gulp. Wonderful. The Red stallion thought to himself. I survive those creatures, fallin' down a cliff, near drownin'. And now I'm gonna get eaten by a sea dragon.

"Oh my just look at you! Your poor beautiful mane, don't worry darling, I'll have that fixed in a jiffy."

... I think I woulda preferred bein' eaten.

******

Far away from the river, a young pegasi ran for her life through the everfree forest, terrified of what she envisioned pursueing her. Fluttershy occasionally shrieked as she ran, every shadow was a changeling, every rock a hydra, every tree a fire breathing grown up dragon! She ran and ran until she could run no further, her legs finally giving out as she gasped for breath and she crumbled to the ground. Of all of ponyvilles citizens, she probably was the most familiar with the everfree forest. She knew most of the rocks, plants, and the smaller animals that lived here. Sometimes she even helped the creatures in the forest, like the time she flew a bunch of the frogs to froggy bottom bog. The memory of the hydra they found there set a involuntary quiver through the yellow pegasi's back. The forest was ok, even if it was odd. But when a pony was being chased through it, and couldn't take their time, or know where to hide, the place was full of monsters! Manticores, serpents, hydras, oh my!

She needed to find someplace to hide, to cower, someplace... An incessant tapping on her back brought her to attention as she looked behind her at an annoyed white bunny. "I'm sorry Angel but I don't know what to do... We can't go back home. If only Twilight were here, she'd know what to do..." Fluttershy sighed sadly, before putting a hoof down firmly. "No. You're right. Our friends need us, we can't just hide here... Right?" She asked, giving her bunny a hopeful look. He just glared back, and pointed the way they came. "Fine... We have to get out and warn the others. But how will... Zecora!" Fluttershy squeaked happily as her entire body perked up, "Zecora will know what to do!"

With a plan in mind Fluttershy took off, darting through familiar paths and past trees she knew by heart. It didn't take her to long to arrive at the house of her zebra friend. The house was a large hollowed out tree with a number of scented flowers and talismans hanging from the branchs, supposedly to drive away spirits and evil creatures of the forest. Though the little yellow pegasi suspected that half of them were designed to make the zebra look more mysterious. Stopping at the door she... Gently reached out and softly tapped a hoof across the door. She heard a little bunny face palm as Angel jumped off her back and moved to the door, giving it a swift kick.

The door slammed open, revealing the mess of the tree house. Potions were littered all over the floor and Zecora was bent over cleaning them up. Atleast she had been until the interruption. Jumping to her feet she stared at the door and Fluttershy for a few moments, before speaking. "Who is it who tries to give me such a scare? Why, if it isn't the little yellow mare."

"Zecora... Something absolutely horrible has happened." Fluttershy said softly, still standing outside the door.

"Come in, come in, make yourself at home. I don't see why you'd come alone... Err, to my home." Zecora said, motioning for them to come inside.

"Ok... Would you like me to help?" Fluttershy asked as she slowly tip toed inside.

"No need my little friend. There was a... Ummm... Potion, that exploded in the end." Zecora smiled as she glanced at the pair. "What brings you two here? And with such looks of fear?"

"Oh Zecora it's horrible..." Fluttershy said gently as she tried to stay out of the way of the zebra's way. Explaining the details of what brought her here, the mare was soon huddled up on one of Zecora's chairs.

"There there my dear, you need not fear." Zecora gently patted the pegasi's hoof. "Go up to my room and have a rest, while I will prepare to help with my best."

Fluttershy smiled at her friend, already the stress beginning to leave her. She nodded as she began to walk up the steps towards the back of the tree, towards Zecora's room. Closing the door behind her she moved towards a small hammock in the center of the room. She'd only tried it once, when Zecora had first shown them the exotic bed. Rainbow ofcourse loved it but Fluttershy kept falling out of it or getting tangled up in it. She quickly decided to not repeat that experience, instead laying on the ground besides it.

Closing her eyes she began to relax, now that Zecora was in the situation everything would be fine. Zecora was smart and intelligent and definately more useful than her, almost as smart as Twilight. She almost began to drift off until she was jarred awake by a sudden realization. Zecora's rhymes were so unnatural, and she'd never heard her rhyme a sentence by repeating the words. "Angel..." She squeaked as she slowly got up and headed towards the door of the room. Opening it a crack she couldn't help but let out a frightened shriek as she saw the three changelings Zecora let in her home. "No no no, not Zecora too. First Twilight and- EEK!" She whimpered as she slammed the door shut and tried to keep it closed as the changelings tried to enter the room, her shriek having drawn their attention.

"Oh no oh no no. Angel what do we do?" Fluttershy shrieked as she glanced down at her bunny. Angel quickly looked around the room before grabbing the pegasi's hoof. He motioned towards a window in the back, pointing at her and then the window, and then himself followed by the floor. "No! I can't leave you Angel!" The bunny gave her a swift kick in the hoof and repeated the gestures. "I won't!" She yelped as a changelings hoof broke a hole in the door, reaching to try and grab her. Angel jumped into her lap and gripped her cheeks, forcing her to look him in the eye. After a few seconds she nodded. "Ok... I understand. Please, be careful." Fluttershy then darted, the door bursting open as she ran to the window, pushing it open and flying out.

Angel stood blocking the way of the changelings as the fake Zecora walked towards them. "Why do you stop, do you find this funny? What can it do, it's only a bunny." She muttered, missing the smile on Angel's face as she walked towards it.

******

Back in ponyville, in another tree shaped building a young purple unicorn flipped through a large number of books. "Fascinating..." The fake Twilight Sparkle, also known as general Fang, mumbled as he flipped through one of Twilights personal books. The unicorn must have been insane, that was the only explanation. The library was filled with books on almost every subject, and yet she wrote down everything that happened to her. Everything. There were piles of notes about her friends, what their favorite foods were, what they enjoyed doing, the lessons they learned. And not just her close friends either, everypony in ponyville! The information this pony had bordered on obsession. There was information detailing everything the unicorn knew about each pony, followed by a small summarization of how she felt about them.

He couldn't help but wonder if the unicorn was afraid one day she may lose her memory, or perhaps be tested on the strangest details of her friends, such as what date were someponies called the cutey mark crusaders banned from the library. It was a shame, he thought as he tossed the magically written book to the side, with so much information at his hoofs... Almost none of it was actually useful for anything. For every fourteen lines of 'I think Ditzy Doo would love a instant bake muffin kit' there was maybe one line of something useful that would help him play the part.

But it didn't really matter. The moon was already in the sky, soon the young princess would be at the mercy of his queen. And in six days it would be his time to strike at the one who banished them. A wicked grin formed on his face as he gazed up at the moon, hanging there. Six days. And then the final threat to them would be removed. He was shaken from his thoughts as somepony knocked on the door to the library. Putting on a fake grin, he quickly got back into character, opening the door. "Oh hi Rarity. What brings you here?"

******

A few hours gallop from ponyville in the castle overlooking the small village, Luna sat staring at a large tomb in front of her. The tomb was covered in dust, having been collecting it for atleast a few centuries. Flipping the pages was the most difficult part as her own magic seemed to be a bit to powerful for the book, tearing it every time she used it to flip it, so she was forced to do it by hoof. It didn't help that the book almost begged to be torn with each flip even when done by hoof.

The book itself was filled with spells. Out dated spells that hadn't been touched in centuries. An old water finding spell that required special enchanted sticks, spells that would minorly alter ones appearance but with an extreme magic cost, and even a few that had long since been out lawed due to their requirements of sacrifices. It took her almost an hour to find the moon raising spell, slowly turning the pages one by one so to minimize damage to the book.

"Is that the spell, your highness?" A voice said from behind Luna, making her jump. Quickly turning to see a small green pegasi, the one who had been tending to her room earlier in the day, she couldn't help but feel a wave of shame at how easily she had been startled.

"Yes. Yes it is. Or rather it's the original spell. The original spell that Mine and Celestia's spells are formed from." Luna
muttered as she read through the faded lines of the book. "It won't work any more, but I'm hopeful it will help me find out what I'm doing wrong."

"Doing wrong? But the moon is yours, isn't it your highness? How could you mess it up?" The pegasi asked softly, moving to look over the princess's shoulder.

"Only my magic can affect the moon now, just as only my sister's can affect the sun." The dark alicorn tapped the paper. "Long ago unicorns could raise and lower them, but they got greedy. Unicorns would fight and argue over who was allowed to raise it, the sun and moon raising and lowering like a out of control yo-yo. When my sister and I took over, we locked them to us. Nopony's magic should be able to move it an inch. The only thing strong enough to steal control from us, should be Discord. But thanks to the elements of harmony he is trapped. Permanently."

"But if that's true princess how did your sister raise the moon?" The pegasi asked as she slowly rubbed the princess's shoulders.

"What? What are you doing?" Luna snapped, "Whats your name?"

"M-my name? Gemini your highness. I did not mean to upset you, I just was trying to help you relax. You seemed so stressed... As one of your servants its my duty to help you however I can."

"... Very well. Continue." Luna said a bit uneasily as she motioned to the book. "As I said, they are locked to us. The spells enabling us to do so are our special talent. As long as we exist none can move the sun or moon except us. When I was... Trapped in the moon any pony could have raised the moon. Assuming enough of them gathered who knew the spell to raise it. But even a thousand years ago the spell had been long forgotten by all but the most studied unicorns." Luna flipped another page.

"Do you believe the old magic will work?" Gemini asked as she put her hoofs close to the princess's neck.

"Perhaps if something has altered my ties with the moon... Something I'd rather not have to think about. But if that has happened, this may hold the secrets to fixing it. I just need to break the spell apart to its base components."

"But isn't it your own spell, your highness?"

"I don't... Ah hah!" Luna's wings spread out as she jumped to her hooves. "The stars shine on me! Come, Gemini! With the court unicorns, this will be solved within the hour!" Luna said as she ran out the door, eager to tell her sister of her new plan.

"Ofcourse your highness." Gemini said as her eyes temporarily turned to narrow green slits before returning to their normal blue. "May your magic flow like the salmon scale river." She said as she moved to follow the princess at a gallop.

Chapter 3

"Oh this is going to be marvelous!" The purple creature said as he carried Big Mac on his back to what the stallion could only hope was a watery grave. Sadly it was just a watery cave. The cave had formed near the river that cut through the everfree forest.

"Its been far to long since I've had pony company! Why the last time was when that white unicorn fixed my beautiful moustache!" Big Mac glanced up at the creature. He could not deny the fact that the sea dragon did have a marvelous moustache. Even if one side was purple compared to the opposite sides blonde. "Now that poor hat is completely waterlogged, but don't you worry! I have just the accessories to go with your colorations!" As he reached for the hat.

The stallion growled as he turned and bucked the hand away and deposited the hat on his head. "Eenope! Ain't no dragon takin' my sister's hat." He glared at the creature angrily.

"Ohh testy testy. And i'm not a dragon you silly. I'm a sea serpent. But if you really want the hat so bad... Wait. With that accent. And maybe some boots. Ohhhh! Ideaaaaa!" The serpant shrieked as he darted into the cave, unceremoniously dumping the red stallion on the hard floor with a oof.

The large stallion slowly got to his hoofs. As he slowly applied pressure to his hurt hoof, he cringed. "Eeyup." Definately broken.

"I have the perfect accesories to go with that hat. Have you ever thought about a-" He was cut off as a scream pierced the air. A very familiar scream.

"That was Fluttershy!" Big Mac yelled as he turned towards the forest. He ran forward but fell face first into the ground as his leg gave under the pressure. "Dagnab it..." Then his eyes turned to the serpent. And a grin formed on his face. "How are yah outta the water?"

"Sea serpent. I'm not just some common serpent. Oh no no. The sea is very important. Well, the water. I never actually liked the sea myself, the sand gets all in your scales and it just does horrible things to your hair. And where are you going?" The serpent yelled as Big Mac hobbled at a decent pace towards the source of the scream.

The scream had come from the top of a nearby high hill and as Big Mac limped towards the top he couldn't help but grumble to himself. "Of all luck it had to be uphill. I swear when I get mah leg fixed the first thing I'm doin' is finding one of those freaky lil gremlins an' showing them the underside of my hoof." Sweat began to bead on his mane as he pulled himself to the top of the hill, looking around. His eyes caught a few strands of pink hair on the ground as well as a large paw prints leading away from the pink hairs. "Oh horse apples." He put his front good hoof in one of the prints. His hoof was tiny compared to whatever had made it. Taking another quick look around he failed to see any blood or feathers so he assumed Fluttershy was still alive. Taking a deep breath he began to follow the prints. After all, what kind of gentlecolt would he be if he left Fluttershy to her fate?

A livin' one? A little voice in his mind responded. Oh shush up an' keep walkin'.

Luckily for him the only way for the tracks to go was down. Unfortunately going on only three hooves left him much less stable as the ground turned from grass and trees to loose rocks and weeds. Sweat covered his body as he occasionally would stumble, forcing him to put pressure on his hurt leg. But he couldn't give up. Fluttershy was a pony he concidered a friend, not to mention one of his sister's closest. He'd never be able to live with himself if he gave up and abandoned her to her fate. Besides, as he glanced up to the hat on his head, he'd already failed to protect one mare. It just wouldn't be right for him to fail to protect another.

It was with that thought that his good leg hit a patch of unstable rocks and as they rolled under his hoofs he pitched forward, rolling down the hill as rocks and scratchy weeds clawed into his coat. After a minute or so of tumbling he once again felt the unpleasant feeling as he felt nothing under him but the air. Followed momentarily by the completely original but unwanted feeling of slamming into the ground.

"Ow..." He thanked the heavens he was built so sturdy, even for a earth pony. And as he opened his eyes to gaze into the face of the lion he silently cursed the heavens for his horrible luck.

******

Far away from the wounded stallion in a little shop in ponyville, the Carousel Boutique, the fake Twilight Sparkle was forming a mental list of things he would rather be doing right now. Amazingly being eaten by a large fanged creature was on this list. "Is all this really necessary?" General Fang asked with a groan as Rarity began to adjust the saddle on his back. He thought longingly of the boring reports of the obsessive purple mare he could be reading, as opposed to this torture.

"Oh Twilight darling relax. This won't take to much longer. Only another hour or so. And you did Pinkie promise." Rarity said in her most charming voice as she pulled out a group of ribbons, slowly pulling out different ones to compare with the saddle. Finally she settled on a ruby encrusted strip of ribbon. "If you had only let me wake Spike, we could have-"

"There is no need for that!" He interrupted quickly. "Let Spike rest. Besides this gives us a chance to talk. Have you noticed the moon in the sky? Have you heard anything about it?"

"The moon? Why yes actually, it coming out like that was... Quite startling. I thought you would have sent a letter to the princess about it by now?" Rarity asked as she momentarily stopped her work, staring at the disguised changeling suspiciously.

"Ofcourse I will." He said quickly, the white unicorn seemingly sated as she pulled out a pair of scissors to cut the ribbon. "But first I want to form a report on how everypony is reacting. It could be possible that this is a sign of Nightmare Moon returning." The changeling was rewarded by the designer momentarily freezing and dropping her scissors.

"Twilight don't even joke about such things." Rarity said fearfully as she hovered the scissors back up to cut the ribbon. "It was fine during nightmare night but could you imagine how ponies would react if they thought princess Luna might... Revert?" She shivered.

"I know. But as the elements of harmony isn't it our duty to concider such things? If it's possible that she has returned to her previous ways, it's our duty to warn the princess and stop her."

"Twilight. I think you might be taking this a bit to seriously. We had a temporary eclipse, that was all. For all we know the princess's are planning a festival or holiday."

"Then why is the moon still there?" The fake mare said as she made a fake worried face. She suppressed the urge to grin as she stoked the flames of worry in Rarity's mind.

"Perhaps... Part of the festival?" Rarity said softly as she glanced out the window. She couldn't see the moon from that angle but she could still imagine it up there. Just sitting there. Waiting. "I'm sure once night comes it will be fine." Though her voice betrayed her doubt.

"Please don't worry Rarity. I'm sure you're right." Fang said softly, denying the thoughts he put in her head. "But while we are talking about this, perhaps we should make a trip to canterlot? All six of us? In case we're needed."

"Huh? Oh... Ofcourse. Yes. Maybe that would be the best course of action." Rarity pulled her gaze away from the window. Slowly removing the saddle from the fake Twilight and putting it away. "I think we can finish this later. If we're going to canterlot I'm going to need to prepare after all. I can't just visit the princess's in any old ensamble, now can I?"

"Ofcourse. I'll get Fluttershy and Applejack." The changling resisted the urge to laugh at that. "You get Pinkie Pie and Rainbow Dash. We can meet back here at... Lets say dusk? Bye!" And then he ran out the door, slamming it shut.

Rarity stared at the door for a moment, shaking her head. She hoped Twilight was wrong, that it was just her being paranoid and over analyzing everything. But as she thought about what happened last time she ignored her friends paranoia she couldn't help but feel a stab of guilt. Flipping the open/closed sign of her boutique to closed, she decided she would trust her friend's instincts. After all she didn't want to make the same mistake a second time.

******

In a small chamber locked deep within the canterlot castle, five unicorns wearing black cloaks decorated with stars stood in a circle surrounding a small pit of fire. Five pillars were in the room, one behind each pony. The only light in the room was from the flame, casting ominous shadows across the room as a low chant filled air, funneled in from small speakers attached to the pillars. Luna glanced to her sister, Celestia, as they sat in the corner of the room. "Is all this really necessary?"

"Oh dear sister. Ofcourse it is. What good is a powerful spell if there is no flair? Besides it makes the court mages feel special to have their own special room. Sorry." The white alicorn stiffled a giggle as the five unicorns glared at the two for interrupting their ceremony. "We'll be quiet, carry on."

The ponies began to whisper and mutter into the flames, their horns glowing. The flame turned a dark purple as they pulled back from them. "It is ready. Your highness if you would please?" Luna nodded as she got to her hoofs and walked towards the flames. Celestia let out a soft sigh as one of the unicorns motioned for her to leave. "I will be outside. Don't strain yourself Luna." As she walked out the door. As she went into the hallway adjoining the dark room she smiled at the ponies waiting outside. Her own pegasus guards were there as well as some of Luna's servants. She slowly moved through them as she looked out a window towards the sky, in particular the moon. In a few hours the sun would set leaving the moon alone in the heavens, and she prayed it would be moving by then.

Behind her she could feel magical energy building up as her sister gathered her might. The power started out as little more than a spark but gradually increased. Celestia closed her eyes as she focused on the outspilling magic, letting it wash over her like a bubbling stream. Within a few moments it was beyond what even a dozen unicorn could do. But even that was not enough to move the moon. No, she would need to-

Celestia gasped as her eyes shot open. She turned towards the door unable to suppress the worry as it spread across her face. Her sister's magic had changed. Different from the cool, gentle, and beautiful magic of her sister, it had turn cold and harsh, almost cutting in its flow. It had then cut off completely. Celestia darted to the door as she opened them with her magic. Inside the five unicorns were unconscious, scattered around the room, and her sister was laying near the flame. "Tia?" Her voice called out, weak and delicate.

"Luna I'm here." Celestia said as she gingerly picked her sister up with magic. She could hear the ponies outside the room talking, but she didn't care. She turned and walked down the halls with her sister held close besides her, as she headed towards the princess's personal physician.

"Did the moon move?" Luna asked softly, looking up at the sun princess.

"No. But it's ok. Don't push yourself." The white alicorn repeated softly as she carried the princess. She tried to shake those thoughts away, but again and again she felt her mind going back to them. That cruel magic. She tried to repress the words as they slowly bubbled to the top of her mind, refusing to allow her to ignore tham.

That wasn't Luna's magic. That was Nightmare Moons.

Chapter 4

Big Mac gulped as he stared into the eyes of the lion. The massive creature stared at him with a mix of curiousity and annoyance. The stallion looked up and swallowed nervously as he saw the large wings on the creature as well as a large barbed scorpion tail on its backside. So a lion wasn't enough. It jus' had tah be a manticore, didn't it? He thought to himself. He unfortunately soon found his eyes drawn to the creatures mouth. And then to little yellow feathers in the creatures whiskers. "Fluttershy!" He gasped as he got to his hoofs, ignoring the pain as it shot through his bad leg. "You better not have eaten her you over grown tabby!" He snapped as the creature let out a loud roar in his face, making his mane flow back.

Supressing the urge to run away he stared defiantly at the creature. "Where's Fluttershy?" The creature raised one of its paws, revealing long sharp nails, and prepared to swipe at him. He never gave it the chance as he quickly turned and bucked with all his might. There was a confusingly wet crunch sound as he slammed into the ground and looked back. The creature had been sent hurtling back into the cave it had come from and hit a wall.

He felt something wet and as he looked down at his leg he paled slightly as he saw a small bit of bone poking through, blood pouring from the wound. He bit his lip as he slowly got to his three good legs, hearing the creature slowly getting up in the cave. He looked back to see it suddenly charge at him. He closed his eyes as he prayed for his end to be swift, if not painless.

"STOP!" A loud voice filled the air. After a few moments of not being dead, Big Mac opened his eyes and let out a gasp of surprise.

"Fluttershy?" He said in disbelief at the little yellow pegasus standing between him and the angry manticore.

"There there... It's ok. He's a friend of mine, no need to be so protective." She said as she pet the creatures mane.

"You're... You're alive!" The large pony said in shock. He'd heard stories of Fluttershy's skill with pets. But he'd never imagined she had one of those. "You... You have a pet manticore?" He asked as he suddenly felt much smaller.

"What? Oh dear no. He's just a good friend who's been help- Big Mac!" She gasped as she flew down quickly to land in front of him. "Your leg? Oh my gosh! That must hurt, I'll take care of it. Come on, no. Manny? Could you carry him inside?"

"Manny? No! I ca' walk on my o-" The stallion objected as he was picked up by the manticore, the creature picking him up by grippiong his yoke in its teeth. The creature then lumbered in as Big Mac tried not to choke from the pressure.

******

Far from Manny's cave General Fang had added breaking all his legs to the list of things he would rather have been doing. Sitting in the small cramped box car of a train with four ponies and what he assumed was a pony-shaped golem of sentient pink cotton candy had slowly aggravated his last nerves.

"Hey Rainbow, look! If you look up, and close one eye you see the sun. If you open that eye and close the other you see the moon! Sun, moon, sun, moon, sun, moon, sun, mo-" The cotton candy statue spouted as she pointed out the window.

"ENOUGH!" The fake Twilight yelled before she stormed out of the box car, slamming the door behind her.

"Well that wasn't any fun. What's got her mane in a tussel?" The pink one pouted.

Rarity let out a sigh as she looked to her pink friend. "Pinkie that is very hard on your eyes. But Twilight has obviously been under a lot of stress lately. What with the recent events and her brother's... Well it will hopefully all be settled when we arrive."

"Why? I'm not buying this whole Nightmare Moon thing. Even if it did happen we'd just grab the elements and bam! Good as new." Rainbow Dash grumbled as she kicked a few times to demonstrate her point.

"Now now Rainbow. I will admit Twilight did have me a little worried with her talk earlier." Rarity said as her horn glowed and she telekinetically pulled out a small red jewel from her luggage. She hovered it in front of Pinkie's face for a moment before moving it around the box car as the pink pony lunged at it! "The moon coming up like that is quite frightening but there hasn't been any more problems." As she moved the jewel up just out of reach of the energetic earth pony. "I'm sure once we get to canterlot we'll find out whats going on and can then just spend the night enjoying the sights."

"Why are we even going? This is just a waste of time." Rainbow grumbled. "I could be home practicing or napping."

"Now Rainbow..." Rarity hovered the jewel just over the pegasus, as Pinkie lunged to try and grab it, knocking the two to the ground. "Remember the smarty pants doll incident, and the wedding? I think it's best for Twilight if we support her this time."

"Pinkie get off me!" Dash grumbled as Pinkie held up the jewel proudly. "Fine. Whatever. Lets just get this over with." Shoving the pink mare off the pegasus flew up to the backrest of one of the seats to lay down.

"Rainbow if you play your cards right, maybe the princess can get you in to see one of the wonderbolts practices." Rarity tempted as she flew the jewel out of Pinkie's grip and flew it across the box car, hiding it under one of the seats as the pink pony lunged for it.

"... Ok. Fine. But only for Twilight." The pegasus said as she grinned. "Hey where did Fluttershy and Applejack go?"

"I think they went to check on Twilight. They better get back soon, we're about to arrive." The unicorn said as she walked to the window. The train pulled into the station as the doors slowly opened. As the three ponies got off the train, Pinkie now holding the ruby in her mouth, they saw their friends running out of the train and through the doors to exit the station. "I guess Twilight's in more of a rush than we thought. We better hurry up." As Rarity, Pinkie, and Rainbow ran to catch up with the others.

******

The three caught up to their friends at the gates of the castle. Where a familiar white unicorn and pink alicorn blocked the way, the white unicorn giving Twilight a large hug. Rarity couldn't help but notice how forced Twilight's smile looked, but she imagined it was just surprise. As the three caught up they could hear the group talking.

"After the moon came up we had no choice but to pause our honeymoon to come back and find out what was going on. We just arrived and were about to talk with the princess's, but I never expected you to be here Twily" Shining Armor stated as he let Twilight go from the hug.

"For... Very similiar reasons. Is why we came. To check on things." The fake Twilight said hurriedly as she moved back a step. "I really didn't expect you to be here." As her eyes moved from Shining to Cadence. "We should hurry. And talk to the princesses." A small bit of nervous sweat beading on her mane. This could ruin everything.

"Twily are you ok?" Shining asked as a hoof reached out to touch her forehead.

"Yes! I'm fine. We should go. Now!" As she ran through the open castle gates, leaving her friends and family behind with confused expressions.

"Maybe she's just in shock?" Cadence offered. "We weren't supposed to be back for almost a week, she must not have expected to see us?"

"I guess... But I was hoping for a bigger welcome." The captain said as he and the others followed after his sister. Soon the large group of ponies arrived outside the throne room where Twilight was standing, blocked by two guards.

"The princess is having no visitors at the moment." The guard pony told the annoyed looking purple unicorn.

"Let us pass." Shining said before his sister could speak. "These are the elements of harmony and as I am the captain of the royal guard, we must talk with the princesses." The guards looked between the two before stepping to the side, propping the door open.

Celestia was laying on her throne, her gaze leveled at the ground. However as the doors opened her eyes quickly shot up, annoyance quickly being replaced with genuine joy. "Twilight Sparkle! Shining Armor! What brings you to the castle?"

"Your highness." The captain said as he moved forward, bowing his head as the other ponies followed suit. "I saw the moon rising and blocking out your sun, and I felt it was my duty to return to offer my assistance."

"Ummm... Me too." The fake Twilight echoed.

"Ofcourse. Please, rise." She turned to the guards. "Close the door, none are to disturb us." As the doors closed she turned her gaze to the assorted ponies before her. "I am afraid the moon rising is... Bad. As you all well know my sister now controls the night again as in the past. However she is unable to affect the moon as of today. Or so she says."

"Your highness?" Shining asked as he watched the princess curiously.

"She says she cannot control it. And I believed her... She asked me to use the court unicorns to aid her in raising it. By altering her spell and melding it with the original moon raising spell. Her magic... During the ceremony it changed. I could sense the same magic as Nightmare Moon." She went silent as the ponies gasped in shock, waiting until they calmed down before she spoke again. "It was only for a moment but the court unicorns are still unconscious as is my sister. I can... Still feel that presence from her. I have guards on her room, but I fear that my sister's heart may be sinking back into darkness." Her voice dripped with pain and turmoil as she tried to contain her tears. "I don't understand it. I set everything into motion, perfectly. My sister should be herself again. I didn't prepare and wait a thousand years just to lose my sister again!" A single tear went down her face, though her hoof went up to wipe it away quickly. "I-I'm sorry."

"Your highness." General Fang said as he raised his head. "Perhaps I can speak with princess Luna? Perhaps I can help her?" He then glanced to the fake Fluttershy. "Me and Fluttershy? As the elements of magic and kindness, I'm sure we can help."

"I... I suppose so. I guess after nightmare night you and her did hit it off. And she did talk quite fondly of the element of kindness." Celestia said softly, a little hope springing into her eyes. "The guards outside the room will take you to her immediately." She then looked to Shining and Cadence. "And you two should get back to your honeymoon."

"It's a little late for that your highness, we're already here." Shining said as the fake Twilight and Fluttershy made for the exit of the room.

"Nonsense. While you are in the castle, I insist that you..." Celestia began to plot their remaining week as the door to the throne room closed, leaving the other three bearers of elements and a changeling to listen to the plans.

******

General Fang followed the guards through the halls of the palace, glancing around as they went. It wasn't long before they came to a large doorway guarded by two large ponies. These ponies were almost like pegasi, except their coats were dark grey, and rather than hair on their neck they had a large dark purple crest, or spine, on the top of their skulls. Their eyes were yellow with thin narrow pupils, their teeth were sharp fangs rather than flat, and instead of a pegasus's feathery wings, they had the wings of bats. Most ponies probably thought they were just strange pegasi, but Fang knew what they were. Bat ponies, the personal guards of the night.

The bat ponies glanced at them and allowed the fake Twilight and Fluttershy to pass but refused to admit Celestia's guards, something the changeling found highly amusing. The room was dark with princess Luna laying on a bed and only a green pegasus to tend to her. A doctor earth pony was asleep on a nearby bed, having fallen over.

"My queen." The general said as both he and Fluttershy bowed their heads. "All is as you have asked. Three of the elements of harmony have been removed, and the remaining three have been brought here. However I bring grave news."

"What is it Fang?" The green pegasus asked as she stroked the moon princess's horn, a slight green glow encircled it.

"Shining Armor has returned early."

"WHAT?!" She hissed as she slammed a hoof down. "We were supposed to have a week! While I am ahead of schedule I am still nowhere near ready to face Celestia. Let alone her and Shining Armor." She got to her hoofs, pacing back and forth. "Is Cadence here as well?"

"Yes your highness."

"Then there is no other option. I will have to deal with Celestia and the elements tonight." She gazed out a window at the moon. "I will draw as much magic as I can from the sleeping princess. Before dawn I will strike. If I can surprise Celestia I may have a chance." The pegasus said as she paced through the room. "You must keep the other elements and, more importantly, Shining distracted until I can defeat Celestia. If she falls nothing they can do will matter and we can move onto the next part of the plan." The pegasus sat back down on the bed, a hoof reaching out to touch the moon princess's horn as the green glow enveloped it yet again. Luna's eyes scrunched up as she shook her head in her sleep.

"Ofcourse my queen. As you wish." The changeling said as he left the room, smiling to the guards. "The princess is very tired so the doctor says to please not allow anypony inside for now. She needs her rest and then she will be fine." The two guards nodded.

"You didn't tell her about the missing element of kindness?" The fake Fluttershy whispered to the general as they walked away from the room.

"Our queen has enough on her mind as it is. I will wait until after she has dethroned the sun goddess to tell her. It doesn't matter. There is nothing the elements can do as long as we hold even one of them. Let alone two."

"Whatever you say, general..."

Chapter 5

Luna couldn't understand. She stood in a stone hallway much like the ones in the palace, but every window and door was blocked off. She knew she was asleep and this was a dream but she couldn't move anything. Even using the traditional royal canterlot voice had failed to move the barricades blocking her way and that had never failed her in even her wildest dreams, literally.

Occasionally the princess of the night could see bits of the outside world through the barricades, small bits of whites and grey moving by the windows so fast she couldn't identify what they were and an ever present darkness. The most confusing thing about this dream however was how quiet it was.

No matter how hard she listened she couldn't hear a single dream or wish. When she had first come back to take over the night her own dreams had been flooded with the wishes and dreams of other ponies. At first it had been so loud and overwelming she could barely keep from waking up, now after hearing them every night since her return it felt strange and alien to not have them echoing around her.

But the worst thing wasn't the silence or her lack of control. It was how... Boring this dream was. A long linear hallway with blocked off doors and windows. She'd been through the dreams of all kinds of ponies, from the wild ones like Pinkie Pie's(She swore she would never go near them again without a spork, sword, stepladder, sextant and attack koala), to the collected ones like Twilight's. But even the most boring dreams had something going on. She couldn't even feel a sense of suspense or dread, something that in her dream viewing experience often accompanied long hallway dreams.

However after what felt like hours, and knowing the way time passed in dreams it likely was, the hallway turned to stairs leading down. Still every door and window she passed was blocked off, but as she traveled a small purple mist started to swirl around her hoofs. As she walked down the stairs the mist continued to get higher and higher though it was so thin she could easily see where she was going, giving the stairs an odd purple tint. Finally she came to a large white door with the oddest crater marks across it's face, the mist now up to her neck. With a gentle push, she swung the door open.

The room was covered in a white and silver dust, a single pile of rusty metal pieces tossed in the middle of the floor. The mist seemed to be almost devouring the metal pieces and it was so decayed she couldn't even tell what it was at first.

And as she realized what it was she let out a scream as the mist devoured the last remains of it before sinking into the ground.

******

"I never made you!" Luna shrieked as she sat up in the bed. Her movements were so sudden she accidently headbutted her servant, Gemini. The princess stared at her servant in confusion at the unexpected string of profanities leaving the mares mouth. "Your glowing." The alicorn said abruptly as she noticed a green glow surrounding the mare.

"Ofcourse I'm glowing you little..." Gemini sighed and took a deep breath before standing up straight. "I was hoping you would stay asleep a little longer. But I should have enough." Gemini's eyes turned green and her pupils stretched. A black spiral horn grew from her head as her body began to stretch and grow, the mares wings and body turning black as night. Even her clothing shifted and changed, forming into blue armor around her head and neck. Her mane turned to a cloudy version of the night sky, stars twinkling and blinking in it. Luna's eyes caught a glimpse of her own mane, now a light blue color, with solid hairs much like when she had first been released from the very presence that now stood in front of her.

She couldn't help it. She screamed even as the alicorns green magical glow encircled her, the world once again fading to darkness.

******

Celestia woke with a cry, her eyes going wide as she looked around frantically. Her room was dark and empty. She got to her hooves and began to walk around her room quickly, shaking her head as she tried to shake the groggy disorientation. Something was wrong. Something was horribly wrong and whatever it was had woken her up.

She barely had time to bring up her shield as the windows to her room shattered in green light and the pieces of glass slashed at her, harmlessly bouncing off her shield. Moments later a green beam of light pierced what remained of the windows, it slammed into her shield with such power it forced her to stagger back into the wall opposite the window. The princess of the sun could see the outline of a tall pony as it moved across the sky. The alicorns horn lit up as she grabbed her bed with magic, and hurtled it through the wall with the ease her student would have tossed a small pebble.

The pony outside the window reacted quickly as another beam of green energy slammed into the bed, obliterating it. But Celestia was already moving. By the time the mattress was little more than a few floating pieces of burnt feathers the ruler of the daytime was already on the balcony, staring up at her assaulter. "Nightmare Moon... Oh Luna... How could you?" She felt a soft stab of pain in her heart as she gazed at the alicorn before her. "I thought I had finally freed you of your anger and rage."

"You'll find you cannot destroy emotions so easily sister!" The dark alicorn snapped as her horn glowed once again before sending another green beam at the location of the princess. Celestia was to fast however and took to the air before the blast could strike her, leaving the balcony to take the blow. Stone and mortar fell from the tower where the green magic had struck it as Celestia flew through the air, sending her own magical blasts to strike the attacker. The two danced through the air as their blasts momentarily lighted up the sky as they fought, slowly awakening and drawing the attention of those in the castle.

Two purple eyes watched from a balcony in the palace guest quarters, soon joined by five other pairs. "What is that?" Rarity asked as she stared up at the scene, her hair still in curlers and wearing a green face mask. "All these loud noises are ruining my beauty sleep. Not to mention-"

"It's Nightmare Moon." The fake Twilight told her, staring up at the engagement. General Fang couldn't suppress his glee for long. Soon all this would be done and equestria would be theirs! "Come on, we need to go get the elements and help her!"

"We can't. The princess has to unseal the chamber for us to get to them." Rainbow told her as she stared at the scene. "If we had them we could send Nightmare Moon packing back where she came from in a heartbeat."

Unseal the chamber? They have to do that? Did they last time? Think think think! General Fang thought to himself, until the light clicked. "Rarity, Rainbow. You two go wait by the chamber. The rest of us will get to Princess Celestia and get her to unlock the chamber. Then you two grab the elements and join us. We can try and stall Nightmare Moon until then."

"Huh? Wait, if anyone's going to be fighting Nightmare Moon it should be me! I'm-" But Rainbow was quickly interrupted.

"No. We don't have time to argue. Rainbow just do it!" As she ran off leaving her friends behind, confused.

"I... I guess we should do what she says. Come on Rainbow Dash." Rarity said as she headed out the door, tossing her curlers to the side and wiping off her sleeping mask, while Rainbow followed sullenly behind her.

The other three followed, running after Twilight. Soon the three caught up to the purple unicorn standing besides Shining Armor and princess Cadence in the main courtyard, standing under one of the stone archways. Many of the servants and soldiers had gathered and were watching the fight overhead as powerful magical beams shot through the air, hiding under the stone archways of the castle to avoid anything from falling on them.

The crowd gasped as Nightmare Moon crashed to the ground, wrapped in a green sphere of magic. Golden light struck against the spherical shield before wrapping tightly around it, pinning the dark alicorn to the ground. "You've lost Nightmare Moon. Sister..." Celestia said as she landed on the ground, her body scorched and burnt, but her horn glowing so brightly it hurt to look at.

"Princess Celestia!" The fake Twilight called out, stepping forward. "You need to unlock the elements of harmony so we can use them."

"Twilight? Oh, yes, ofcourse." As she glanced back at the castle for a moment.

Nightmare Moon let out a feral growl as her shield began to writhe against the light holding it. "Yes dear sister. Use the elements on me again." She growled as her magic searched for a weak point. "Banish me back to the moon. That is what you want, isn't it? That way you can be everyponys favorite again. And I can be the thing they hide under their beds from!" She growled.

"No. Never sister. I only want to help you. To release this corruption..."

"YOUR A LIAR!" She screamed. Hatred and anger fueled her as the dark alicorn's magic pushed out, shattering the light surrounding her. "You only bound me up so you could rule alone! So you could be everyponys favorite! It's just like it's always been, you have to have the day so everypony can see all your things even when you don't work half as hard as I do!" Torrents of green magic shot from her horn, forcing Celestia to bring up her own shield. "You can't hide behind that forever Celestia! I won't let you push me aside so you can have all the glory to yourself!" Her eyes moved around, as a cruel grin formed on her lips. "And I won't let your precious elements stop me." Her horn began to glow brighter, as the stone archways above the gathered ponies began to crumble.

"NO!" Celestia screamed as her magic reached out, supporting the rubble as the ponies dashed away from the wreckage. However with her attention momentarily diverted, she was unable to properly shield herself as green magic pierced through her defenses, cutting into her body and leaving a small hole through her side. Moments later more and more beams of green magic pierced her body, as she tried futilly to deflect the barage but soon pain overtook her, and she crumbled to the ground, her breathing ragged. One last blast of magical energy slammed into her horn, stealing the rest of her consciousness and ending the fight as quickly as it had begun.

"It... It worked." Nightmare Moon said as she stared at the fallen alicorn in glee. "This is the third time you have fallen to me. Sister. And now... For you." Her eyes turned to Shining Armor, Cadence, Pinkie, and the three disguised changelings. "As the last threat to my rule, it is time for you to join your princess!" As another blast of green magic shot from her horn at the group.

"Never!" Shining Armor said as a sphere of magic surrounded them. "Twily, you and your friends need to get out of here. I'll try to hold her off, but you need to grab the elements! Your our only-" He was cut off as Twilight's back hoofs connected with his head, jarring his head to the side and sending him scooting backwards in pain, confusion, and disorientation. His thoughts were silenced as green magic enveloped him.

"Twilight? What are you- AYIEEE!" Cadence shrieked in pain as the green light enveloped her next.

"Twilight what are you doing?" Pinkie said as she backed up slightly, between Fluttershy and Applejack. "It must be a spell! Queen meany must have-EEK!" She fell over as horns formed on Fluttershy's and Applejack's heads, green goop slamming into and imprisoning the excitable pink mare.

"Twilight we got the elements, we-" Rainbow yelled as she and Rarity came barreling through the door, each carrying two of the elements of harmony and wearing their own. She stopped and stared in confusion, Twilight standing over her downed brother, Pinkie encased in a green goop, Fluttershy and Applejack both with horns sprouted from their foreheads. A shadow loomed over the two late arrivals for a moment, as the two were lifted into the air, stripped of the elements, and then held high for all to see trapped in a green glowing prison.

"Princess Celestia has fallen. Shining Armor has joined her. Your precious elements are now mine, and will be scattered to the far corners of equestria and beyond." Nightmare Moon grinned as her body began to shift and alter, the facade melting away as her hair shifted and changed to long jagged strands of dark purple, holes forming across her horn and near her hoofs. Her eyes remained green and slitted, but the color of her body changed from black to a dark grey. Her wings remained large and feathery, though they became clear and almost see through. A purple mist seemed to spill forth from the holes in her legs, swirling around her as she gazed on the frightened expressions of the ponies before her. "Remember this day little ponies. For it was your last." Her wings spread out as the purple mist flowed around the courtyard. The moon above began to move across the sky as a loud buzzing began to fill the air. "From this moment forth. The night. Will last. Forever!"

Chapter 6

Below a sky made of rubberbands, above an ocean in a tea bag, and beyond the mountains smaller than a bunny but higher than any pegasi could ever hope to fly, Luna ran for her life. Behind her white bouncy balls were following, each one the size of a small house. The world was dark with the moon hanging high over head in an empty sky, devoid of even the smallest cloud or star. The fields she ran through had the strangest flowers, each one shaped like a bat that flapped when she ran past. Ahead she could see a yellow glow from an open doorway so she lowered her head and charged at full speed. Bursting through the doorway the princess heard it slam shut behind her and as she looked around the alicorn realized she was in the hallway of her dreams, again. Each window and doorway was barricaded tightly and when she looked behind her she saw the door she had come through was covered as well. With an annoyed sigh she began to walk through the hallways again.

"What a naughty princess you are. I leave you alone for a few seconds and you leave our home." A voice said behind the alicorn of the night.

Luna turned to see Nightmare Moon standing behind her, the terror of the nights wings extended out fully so they touched each wall of the hallway. "N-no. Stay back." The princess squeaked pitifully as she backed away. "The elements destroyed you. You're not real."

"Destroyed me? Oh Luna..." The wicked creature shook her head. "You and I are one. And soon we will be together. All you need to do..." The ponies eyes glowed with green fire. "Is wake up."

Luna's eyes opened as she felt cold stone under her body. Looking around she could see what she could only guess was the entirety of the castle's staff, staring at her in shock. A loud buzzing filled her ears as she glanced up. The air was thick with changelings, hovering above the amassed ponies like predators watching for a pony to seperate itself from the herd. Fortunately none had tried. Yet. "Ahem." A voice said from behind the alicorn as she turned.

She gasped as she saw the tall alicorn creature behind her. Backing up a step, she gulped weakly. "Night.... Nightmare Moon?"

A snear formed on the creatures face as she advanced. "No princess. I'm afraid we have not met face to face. Atleast not with me in this form. For you see princess. I am Queen Chrysalis, ruler of the changelings and bringer of eternal night!" Clouds formed above her as lightning crackled ominously.

It took a few moments for her to remember the name, but soon Luna let out a soft gasp. "You're... You're the creature that took Cadence's form and... I will not allow you to hurt any more ponies, I will stop you here!" She raised her horn in warning.

"Oh please princess. If I wanted to fight you I would have beaten you while you slept. No. I've come to offer you what you've always wanted." The queen held out a hoof to the startled and confused alicorn. "Join me. Become my second in command. Your sister is dethroned and the elements have been defeated. Nopony will stand in our way as we bring about the eternal night." The changeling pulled her hoof back and began to walk towards the princess. Slowly she circled the alicorn, the mist spilling from her body encircling the confused mare. "Imagine it. An eternal night. All ponies everywhere would have no choice but to admire your skies."

"My sister? My subjects?"

"You sister would live. You could still even talk to her. The ponies would survive. The sky would be yours to do with as you wish." Queen Chrysalis touched her horn to the princess's, making her blush. "Join me."

Luna gulped as she pulled away from the changeling. She gazed up at the sky, it would be what she always wanted. All ponies would see her skies, and without the sun to steal her glory she could already feel inspiration. She could make a sky a hundred times more beautiful than even the most radiant sunrise and all would look in awe, forgetting her sister. And yet... Her mind wandered back to her brief visit to ponyville, the way those ponies had been frightened of her. Even if it had all been a game she had seen what her one time selfishness had caused. Slowly she shook her head and slammed a hoof down. "No." She glared at the changeling as her horn began to glow. "The night is beautiful. I will no longer allow it to be a instrument of fear." She thrust her horn forward... As it fizzled out.

"Oh what is wrong with you princesses?" The queen grumbled as she advanced on the surprised alicorn. "If you had just struck me when I was talking, rather than announcing your attack, you might have won by using surprise. Instead you give your little speech and give me ample time to prepare. I guess it means nothing now. You'll join me eventually."

"Attacking while somepony is talking is weak and dishonorable." Luna growled at the changeling.

"Well I suppose thats the difference between us. I would do anything to protect my subjects." Chrysalis's horn began to glow as it felt like fire was shooting through Luna's forehead, white hot pain so strong it brought her to her knees and temporarily blinded her.

After a few moments the pain ended as her vision slowly cleared. She became aware of the gathered ponies gasping and muttering to themselves and she couldn't help but feel strange. Her entire body was drained and she felt as if she had just ran a 30 mile marathon while hauling a fully grown dragon. Instead she contented herself to momentarily listen to the gathered ponies, struggling to keep her eyes open.

"Oh Celestia help us..."

"What happened? Is she... Is she going to die?"

"That's... That's impossible."

"Her horn... Oh Celestia her horn."

That last one caught her attention as her eyes slowly went up to her horn. Nothing seemed odd about it, in fact she... Couldn't see it. Both her hoofs reached out to her forehead, but there was nothing there. Not even a bump where her once powerful horn had stood firm. "What have you done? Where is my horn?!" She struggled to get to her hoofs but her body was to drained to raise her more than an inch before collapsing.

"I have drained you of every last ounce of magic. It is mine now. I may allow you to have some of it back one day. When you decide to join me... But for now." The queens head was raised high as her wings spread out, voice booming across the masses. "Hear me ponies! This is my power! Your princess's have fallen and your elements scattered. There is nothing else for you to turn to. You may now join me. Or you may join the elements in prison. Now who will be the first to kneel before your new queen?" The changelings flying in the air landed behind the crowds, caging them in.

Silence reigned in the courtyard for many minutes before a white unicorn with a golden mane stepped forward. He was wearing a white tuxedo with a blue bowtie. "Your highness, my name is Prince Blueblood." He politely bowed his head.

"Prince? I was not aware there was a prince." Her horn began to glow. "Do you wish to challenge me as well?"

"NO! Ofcourse not your highness! I only wish to offer my assistance." He smiled at the changeling, greed flashing in his eyes. "I have many resources I'm sure that could be useful to you. Connections that could help your control over the throne. I know how to get things done. And for the right incentives I could ahhh... Make your take over much smoother." The prince ignored the glares and hatred the other ponies sent at him. Bunch of fools. Both princesses had been beaten, this was an opportunity! Taking the side of the victor while she was still new in her position and it would be easiest to make himself useful. And indispensible. "If you will allow me to, ofcourse." He lowered his head slightly in what he imagined was a perfect bow.

"Interesting. I do not sense any deceit from you. Perhaps you will be useful."

"You... You can sense deceit?" The prince asked as his head shot up.

"Ofcourse. I am the queen of the changelings after all. I can sense all emotions." A hoof reached out, touching his cheek. It felt like ice. "But rejoice. You seem to be the only one wise enough to join the winning side. So perhaps you can be useful to me. Children!" She grinned as her gaze turned upwards to the flying changelings. "Escort all who wish to fight me to the dungeon." Her horn glowed for a moment as the ponies around them began to drop to the ground in sleep. Soon only Luna, Blueblood, and the changelings remained awake. "General Fang." She turned to the fake Twilight Sparkle. "Take Luna to her chambers. Four changelings are to guard her at all times. She is not to leave until she agrees to stand by my side."

"Ofcourse your highness." The Twilight said as her fake form disintegrated. He soon looked like every other changeling as him and four others moved to take Luna away.

"Stop..." She mumbled though she was to tired to put up a true fight. She felt nauseous and off balance, she couldn't even make her wings fold properly to her side. And the lights hurt her eyes. And her hoofs felt numb. And changelings looked sc-NO! She was a princess! She was the princess of the night, even if she lacked her horn. Pushing the changelings away from her she slowly got to her hoofs. "I will walk myself." She growled through gritted teeth. Even if she had to be a prisoner she would be one on her terms. She made it a full three steps before she face planted from exaustion and the changelings were forced to carry her the rest of the way.

The changelings entered the castle three holding the princess up between them, two under her wings and one holding her torso. The hallways leading to the princess's room were dark and empty, the doors leading down it closed. Fang didn't mind though, they had won. The changelings had won. He was so happy he almost missed the flutter of wings above. His wings spread out as he dashed to the left, narrowly avoiding the strange pegasus as it landed where he had been a moment ago. His fellow changelings were not so lucky, dropping to the ground in a chittering mess as more of the strange pegasi landed on them.

Luna's eyes opened as something landed on her. Lots of somethings, bumping into her as they dropped the changelings. Bat ponies, her own personal guards. Five of them. "How did..." But the words died in her mouth as they slowly helped her to her feet.

"Your highness, we need to get you out of here. We have secured you an exit and we will buy you as much time as needed." One of the bat ponies said as he propped her up under her left wing, another bat pony taking the other side. The remaining three bat ponies turned to the changeling as one was zapped from the creatures horn, encasing it in green slime.

Luna was quickly led from the fight as the other two bat ponies moved her. Her strength began to return as they walked, creeping along the shadows through the halls. While they did encounter the occasional group of passing changelings the bat ponies were experts in stealth, able to easily hide themselves along with their weakened leader, especially in the castle they knew inside and out as opposed to the changelings. Soon they arrived at the library, though they could hear books being tossed aside within.

"Your highness. Can you move on your own?" The pony on her left asked.

"I think so. What are your names?" Luna asked as the two slowly removed themselves from under her wings.

"My name is Nightfeather. This is my brother Nightfang." He bowed his head to her.

"Why are you and the others doing this? I have no magic left."

"You are the princess of the night. The true princess. Our kind will always follow you into the gates of Tartarus if need be."

"Thank you." She looked to the library. She knew where the secret passage was. Hidden under a statue of her sister, opened by twisting the horn, was a staircase leading under the castle and out. It had been designed to allow any servants in the library to escape in the event of an attack and led to a small protected safety tree in the everfree forest. However it hadn't been maintained in ages so she had no idea if it would still work. "But it's to dangerous. We don't know what's in there. If we barge in, we-"

Nightfeather pushed the door open and charged inside, taking to the air. Four changelings resided in the room, three on the ground and one in the air. He slammed into the flying one, tackling it to the ground and pinning it. "GO GO GO!" He yelled as he rammed into another changeling.

Nightfang shoved the princess, "Sorry." But it got her moving. The two ran through the library as Nightfeather fought the changelings, one even being thrown through the library window. The two came to the statue within a few minutes as a buzzing filled the air. "Activate the escape route! You need to get out of here your highness." The statue was rather mundane with her sister standing tall with her horn straight up, if anypony didn't know better they would assume it was just a normal statue of the princess of the night.

Luna stared at the horn and willed it to move. And stared at it. And willed. And then she face hoofed so hard an imprint of her hoof formed on her forehead. "I... I can't. No magic. The horn. It needs to be turned clockwise to open."

Nightfang flew up, turning the horn. Dust fell from the horn but nothing happened. The statue remained still as the buzzing got closer and the windows began to shatter. Changelings burst into the library in green bursts of flame, slamming through bookcases and destroying tables where they landed. "I've... I've failed you your highness." The bat pony said as he hung his head. From below he could hear his brother let out a scream as he fell to the onslaught.

"No. You tried your best. But there is nothing I can do. Even if-" A high pitched screaching sound filled the air as the statue slowly pulled back from the ground, gears long abandoned slowly springing to life as a staircase was revealed, going deep into the ground shrouded in darkness.

"Your highness, go!" The bat pony yelled as the changelings heads swiveled to the source of the noise. "Go go!" Not allowing the mare a chance to speak or object he flew behind her, and shoved. She let out a shriek as she flew down the stairs with all the grace of an overweight duck. He couldn't help but cringe, he was so going to suffer for that later he just knew it. But there was no time for worry now as he darted up to the statue's horn and gripped it. Swiveling it back counter clockwise he grinned to the changelings. "So long you- Ack!" The statue lunged forward as the gears reacted much faster this time, making the statue lumber forward to close the entrance behind his princess. The statue's sudden movement slammed into him, knocking him back across one of the library's many bookshelves and dropping stacks of books onto him, temporarily pinning him. "No!"

Within moments he was surrounded by changelings, as was the statue. As they grabbed onto him he dugs his hoofs firmly into the ground. "NO!" He roared as he ran forward, slipping from the changeling's grasps and tossing the heavy books aside. He ran at the statue and turned on his front hoofs before bucking out with all his strength. With a loud crunch his hoofs shattered stone and irreversibly damaged gears. As the changelings descended on him he allowed himself a smile. His princess was now safe.

*******

Luna poked the wall that trapped her in the tunnel. Yep. She was going to die down here. After it had closed behind her she had waited. She didn't know how long, the darkness made time difficult to judge. No stars, no moon, no magic. She was alone. She had no choice but to walk through the tunnels after she rested a moment to allow her body to recover from the previous running. The air was stale and dusty and every few steps she could feel spider webs brushing against her body, and what she hoped were spiders falling off her body.

The tunnels had been made ages ago, when the castle was first made. However actual threats to the palace were few and far between, the last time they had been checked was when Discord had escaped, and when they were checked it was usually just a quick spell scan to make sure they were clear and hadn't collapsed, which most had. Ofcourse all ponies living in the castle were shown the working escape tunnels. But why oh why would they ever need it? She thought to herself with a weak burst of laughter.

She'd be protected atleast. The safe trees had been designed for that. With a natural food supply to last a large group of ponies a life time, hidden within the dangerous woods, in a place that magic was resisted so heavily even Discord couldn't change it. She could live there for centuries. As her kingdom was turned to rubble and her subjects used as food for the changeling horde. Tears fell from her eyes as she walked down the tunnel, ignoring the scrapes of occasional snag on her skin from broken pieces of wood scratching at her body. She had failed. Failed even beyond when she had become Nightmare Moon. Atleast then the ponies would have been safe. If trapped in the night.

Her head hung as she walked through the dark dusty tunnel, every failure playing through her mind. She was so lost in self pity that she forgot to pay attention ahead of her. With a bang she walked headfirst into an old rotting doorway, sending it scattering to the ground in small chunks as the long overdo wood finally gave in. She glanced up at her new home and muttered a few rather unprincesslike curses.

The tree that the tunnel was supposed to open into was long gone, instead all that remained was a almost fully decayed tree that had fallen over centuries ago. "Ofcourse." She growled as her wings flared out. "Nothing can ever work out. Can it? I just-" She then turned around as she felt weight on her back. A large black spider had rested on her back, drawn from its home. "Oh that is it. BEGONE!" She yelled, her royal canterlot speaking voice sending the spider flying through the air back into its tunnely home. For a moment she considered following it but she quickly cast the thought away.

She began to walk through the woods, each step slamming into the ground with rage. Why did this have to happen? Had she not suffered enough? One-thousand years on the moon. A kingdom filled with ponies that had either forgotten her or feared her. A life time of living in her sisters shadow. But no, that wasn't enough. The fates or whatever decided the way of the world decided she had to lose her kingdom a second time. She was sorry! She had made a mistake and given into rage. All she wanted was a chance. One small chance to show she could do right. Be the kind of pony she was supposed to be. The princess of equestria. She gazed to the sky as she waited for the stars to give her some sign. But she knew it was futile, she wasn't some normal pony. Wishing on the stars would be like a unicorn wishing on their doll, a wasted effort that might alert her enemy. Slowly she fell to the ground and wept. All she wanted was one chance. Just one.

A pair of hungry eyes watched her from the shadows, a long tongue sliding out to lick across the creatures scaley lips.

Chapter 7

Thunder boomed as dark clouds swirled around the Canterlot castle, lightning illuminating the imposing structure. While the castle on the hill was normally a place of safety, ponies from all nearby settlements couldn't help but gaze up at the sight with a strange sense of foreboding, unaware of what was happening within its halls.

"HOW COULD YOU LOSE HER?!" Queen Chrysalis howled as her horn glowed with a blinding green light. All of the windows in the throne room had been shattered as had the once proud throne. Five changelings laid on the ground before their queen as she raged. "Do you have any idea what this could mean?" She snapped as she slammed a hoof down so hard the ground cracked under her.

The leader of the five, general Fang, slowly spoke up. The changelings voice was a strange mix of clicking and chittering, though the queen could understand it perfectly. "Your highness the path has been opened and I'm certain we will find her soon. She cannot oppose you."

"Oppose me? OPPOSE ME?! Do you know what could happen if she died? We would be destroyed!" She went silent for a moment before changing her response. "The magic! Her magic would be destroyed."

"With all due respect your highness... The kingdom is yours. Why does that magic matter any more?" Fang asked as he stared at his queen.

"Because until the device is completed Celestia may still be a threat without this power to contain her." She then sat on the broken remains of the throne. "Find her. I don't care if you have to burn that forest to the ground. Now begone and summon that sniveling prince while your at it." Her horn glowed as a small wooden chest formed in the room. It opened as five parcels flew out. "I have a job for him."

"Ofcourse your majesty." The general bowed once more before turning to leave. "And the ponies that helped her escape? The... Bat ponies?"

"Find out about them. And teach them there is a new queen of the night."

"Ofcourse."

******

Deep in the forest the dethroned princess of the night slowly regained control of herself, her tears stopping their flow. She knew she had to find come place to go, someplace safe with food. Someplace... She heard a light crackling behind her. Slowly she turned around to let out a soft squeak.

Behind her slithering from the trees was a large glass snake. It was much like any other snake except its body was almost completely see through and jagged. Fortunately while they were dangerous, there was a simple way to scare them off that all ponies knew. She glared at it angrily. "Go away!" As a hoof reached out to grab a nearby stone before throwing it. Or atleast she tried. It took a few moments to realize something had gone wrong as she stared at her empty hoof in confusion. Again she tried to pick up the stone but it didn't budge. Her hoof wouldn't grip it at all! Instead all it did was click on the rocks surface. "How... Why can't I... Eek!" The snake was now much closer as she spread out her wings and took to the air.

The snake lunged but missed her hoof as she flew above. However she was already beginning to feel drained again as she tried desperately to reach a low hanging cloud. Her wings threatened to give out as she flew but she kept pushing herself. She only had to make it a few more feet and... Finally! Her hoofs reached out as she gripped the cloud... Only for her hoofs to go clear through it like as if it was a mist, as opposed to a very solid floating pillow she should be able to grip. "What?! AYEEEEE!" She screamed as her wings gave out, exaustion overcoming her as she hurtled towards the ground. Darkness overtook her vision as she plummeted down.

The glass snake watched in pleasure as its prey fell from the heavens. The black pony landed in a tree not far from where the snake had been left behind and it quickly slithered to the bottom of the plant. Slowly it began to coil around the tree and slither around as it tried to get up towards its meal. It was about half way up when it suddenly realized something was wrong. It looked around and then up, letting out a strange sound as it stared into the eyes of a much large predator. The crystalline reptile went completely limp as it played dead, hoping the other creature would ignore it. It's quick actions were rewarded as soon the large creature left, abandoning the snake. With a victory hiss the snake began to slither back towards its prey, only t orealize far to late that its new meal was gone.

******

Big Mac was annoyed. He was trapped in the cave, his leg bandaged and set, and not allowed to leave until Fluttershy thought he was feeling better. Who knew what those things that kidnapped his sister were doing to her, not to mention he needed to get back home and warn everypony. The little yellow pegasus was quickly getting on his nerves, as well, constantly tending to him and refusing to leave his side as if he was some wounded filly. He had tried to get her to head off and tell everypony what happened, but apparently the forest was swarming with changelings. Taming a manticore was apparently just fine, but a couple of giant insects? Oh no, that was to much for the yellow mare.

Atleast she knew how to make a good healing tonic, while it hadn't completely healed his leg it had worked enough magic into it so the pain was a dull throbbing. But it didn't help that the constant worry about every single movement he made was grating on his nerves and he couldn't even tell her without her turning into a apologetic pegasus ball.

Though despite all her annoyances he couldn't help but feel happy she was alive and well, atleast he hadn't failed another pony. Like his sister... Oh Celestia he hoped she was safe.

The sound of heavy foot steps knocking branchs aside and stomping on poor defenseless plants outside signaled the return of 'Manny'. Slowly the large creature entered their cavernous home to drop something large and black at Fluttershy's hoofs. He ignored it at first until the pegasus let out a shriek of fright and he quickly looked down to see what it was. Oh dear Celestia it was a pegasus. The manticore had killed a pegasus and brought it home! No. Wait. It was breathing and aside from a few cuts from the creature's teeth it was fine. Actually she looked kind of familiar. She was almost a splitting image of the princess, except being smaller and lacking a horn. Her cutey mark was even the same... Maybe she was an assistant or copy cat?

"Oh... Oh dear..." Fluttershy said gently as she moved to the small wounded pegasus. She flew around her a few times before grabbing some green paste that she had made to help treat Big Mac's leg and applied it to the pegasus's back. The green paste evaporated as the cuts sealed, leaving only a small green tint to the coat to reveal they had ever been there. She then reached down to help lay the pegasus out in a more comfortable position, motioning Manny over. "Here, lay down next to her and keep her warm. Poor dear seems exausted. I wonder what happened to her?"

"You should try to wake her up." The red stallion offered as he slowly tried to sit up, which sent the yellow pegasus into a protective hissy fit as she tried to make him lay back down. "I'm fine I can stand up without... Fine I'm laying down, yah happy?" He growled as he laid back down. He hadn't been this coddled since he broke his leg when he was six and it was all he could do to avoid telling Fluttershy something he knew would make her cry. But he held his tongue, he wasn't going to hurt somepony like that just because they were getting on his nerves. His last nerves.

During Big Mac's little internal discussion the manticore was curling around the pegasus. Who began to make loud screaming noises when she realized where she was. "AYEEEEEEEE!" The manticore reacted in the way it knew best, opening its mouth and letting out a fearsome roar into the pegasus's face. Luna stared up at the manticore, her mane standing on end from the fearsome roar, and just gulped. She stopped screaming though!

"Ummm... Hello... Manny ummm... You can let her go now. If that's ok... With you..." Fluttershy squeaked out. The manticore quickly obeyed the timid mare as it released the startled princess who quickly darted away, backing against one of the walls.

"It... I... Manticore, yours?" Luna managed to eloquently ask as she rapidly looked between the two ponies and the manticore.

"Eeyup." Big Macintosh informed her.

"But... It... Teeth and..." She trailed off.

"Eeyup."

"But... I... It..." Her mind tried to process the information. Finally it came up with the only possible answer. 'A Pinkie did it.' She didn't understand the answer but she slowly accepted it. "Very well then. You." She finally realized who the ponies across from her were. Or atleast who one of them was. "You are Fluttershy? The one with the delicate voice?"

"I... ummm... Y-yes..." Fluttershy squeaked shyly as she waved at the princess.

"And you." She leveled a hoof at Big Mac. "I... Do not believe we have met. I am Princess Luna of the night. Ruler of... Why are you staring at me like that?"

Big Mac stared at her with the same look he gave the cutey mark crusaders the time they tried to make him believe that three barrels of apple cider mysteriously dumped themselves in the lake when they were trying for their circus performer cutey marks. He was about to comment on it before Fluttershy interrupted.

"Ummm... Your highness. Uhhhh... Your ummm... I mean, not to be a bother. But I'm just curious, if it's no problem... I mean, if you'd ummm, not mind, ummm..." The little mare tried to ask as she began to grate on another ponies nerves.

"Spit it out!" Luna snapped as she stood up straight, her wings flaring out. A low growl from Manny made her slowly pull back.

"Your horn, it's ummm... Not there... I'm sorry!" Fluttershy quickly apoligized as the princess's gaze fell.

"It's... Not your fault. My horn was... No you wouldn't know." She then laid on the ground as she went into detail of what happened. By the end her wings were pulled tightly to her body and a few small tears had formed in her eyes. "All of Equestria is doomed because of my failures."

Big Mac's mouth had fallen open in shock as he stared at the princess. If all that was true then that meant... "Eenope!" He said as he jumped to his hoofs, ignoring the pain in his leg as it went from a dull throbbing to a sharp stabbing. "I ain't lettin' some overgrown bug take over mah home." He ignored Fluttershy's attempts to calm him. "If you're the princess yah got an obligation. Yah can't jus' sit back and let the kingdom fall!"

"But there's nothing that can be done! She holds my power. A pegasus can't stand against that. Not even an army of unicorns would have a chance!" Luna objected as she looked up at the stallion.

"That don't give yah no right to jus' give up! We may not be an army but you got a stallion and one ah the elements of harmony. That's gotta count for somethin'." The red stallion stomped his good hoof down as he glared at the princess.

"I... I suppose... If we could help my sister, she could possibly do something. But unicorn magic's won't be able to affect her much." She said with a soft sigh.

"And why not? If we got a bunch together maybe-"

"It would be like gathering matchs and tossing them into a bonfire. There are only a hoof full of unicorns who could hope to help or hurt me or my sister. And they were all at the castle already." She said with annoyance.

"Ummm..." Fluttershy raised a hoof gingerly. "I... I mean, this might be ummm, silly, and... And not a very good idea, but ummm... I mean, how about, ummm... Zebra's? I-I'm sorry, I just know that ummm, Zecora knew how to make really strong uhhh, potions and ummm..." She poked at the ground nervously. "She even taught me a few... A few small ones and ummm... L-Like the one I used on ummm, Big Mac's leg... Sorry..." She squeaked as she poked her hooves together, waiting for them to tell her how horrible her idea was. If only she wasn't such a loud mouth.

"That is... Actually... That could work." Luna lifted a hoof to her face in thought. "Mine and my sister's powers come from earth ponies, pegasi, and unicorns. But there are plenty of other kind's of magic. Zebra, gryphon, dragon, bat pony. And we have alliances with most of the species outside equestria so getting them to help should be simple." She even began to smile.

"Then what are we waitin' for? Let's git while the gitin's good." Big Mac grumbled as he turned to walk out the cave.

Luna pounced on Fluttershy, pulling her into a tight hug. "Thank you dear Fluttershy! Once again I owe you a great debt for which I assure you I will repay once my kingdom is once again saved!" The little yellow pegasus wasn't moving, having completely locked up at the word 'dragon'. "Now, let us go forth! Surely with your abilities to tame such mighty creatures you will be very helpful to your princess!" As she dragged the trembling mare outside, failing to notice the pegasus's objections. As she exited the cave she felt happiness flow from her heart. She was going to get her chance and save her kingdom. After all they did have alliances with most of the dominant species, so what could possibly go wrong?

******

Far from the forest, in the canterlot castle, prince Blueblood walked through the halls of the once royal structure as sweat beaded down his face. He had a 'royal guard' on either side of him, changelings in disguise. He didn't understand why they'd transform now, they'd already won. As they stopped at the door to the throne room he gulped nervously as he was led inside, and let out a gasp when he saw the mess. The place had been torn apart! A large hole was in the roof, windows shattered, throne in pieces... It took every ounce of self control the stallion had to avoid insulting the new queen's lack of
proper maintenance.

On either side of him the fake guards bowed their heads to their queen, though Blueblood didn't join them. Instead he stared at her with a look of minor annoyance. He was a prince so he surely wasn't going to bow. His own aunt didn't even make him bow to her and she was twice the royal figure this charleton would ever be. He failed to notice the glow of the new queen's horn until he found himself hurled across the room and slammed into one of the walls.

"It seems your fear of my power has started to leave you. Perhaps you would like another demonstration, prince?" The queen called him prince in a way similiar to how one would speak of a maggot.

"N-no... O-ofcourse not, your highness..." He groaned as he swore she broke something, beginning to remember why he made the deal with her in the first place. "You called for me?" He shrieked as the magic pinning him to the wall faded, dropping him in a undistinguished heap on the floor.

"Good. Now." Five small parcels dropped in front of him, two blue and three purple. They were tightly bound in rope. "Inside those parcels are directions. You will find two groups of pegasi who can be trusted and give them each one of the blue ones. You will then find three groups of unicorns who can be trusted and give each one of the purple ones. You will show noone else what is in them and will not look inside them. Those ponies must be excellent crafts ponies as well." The prince eeked as he was picked up by his tail and soon found himself face to face with an annoyed queen. "I can tell you already plan to disobey me. If you or anypony else see what is within them I will concider you to be... Expendable." She smiled down at him, revealing rows of sharp jagged teeth.

He gulped before nodding slowly. "O-ofcourse."

"Ofcourse what?"

"Ofcourse your highness."

"Good. Now." She flung him lightly, making him bounce on the ground a few times before coming to a stop in front of the parcels. "I have decided to allow you the honor of seeing this. Count yourself fortunate." Her horn glowed as a hole formed in the floor as the six elements of harmony flew up out of the hole, before it sealed behind them. "Just in case you or any other pony ever think you will have a chance, allow me to show you what happens to your greatest weapons." The elements flew up out of the hole in the roof, circling around in a green glow. And then they scattered through the night sky, flying off and disappearing in the distance.

"What did you do?" The prince asked, his mouth agape.

"I have scattered the elements to the corners of the world. None will be able to use them against me ever again!" Thunder boomed as she reared up, lightning illuminating her form. "Now go! You have... Two weeks. If those are not finished in that time, I will have you replaced." She didn't even wait, her magic grabbing him and the parcels before hurtling them out the door. She then glanced out the window, gazing at her kingdom. It was going to be fine. The moment the little princess fell asleep... Luna would be found and she would be hers.