The Elements of Discord

Chapters

The Revelation
The Ancient One
Avarice
Deception
Betrayal
Malice
Despair pt. 1
Despair- Intermission
Despair pt. 2
Void pt. 1
Void pt. 2
Epilogue

The Revelation

The letter contained only three words, but those three were enough. Twilight kept going over them in her mind as she willed the train to Canterlot to go faster.

Discord has escaped.

She had immediately sent out the call to her fellow Element bearers and the six of them had boarded the train within an hour. None of them spoke, in stark contrast to their usual mood; each one afraid to put their own feelings to words. Each of them knew just what this event could mean for the future. They had defeated Discord before, but the damage he had been able to deal still haunted them to this day.

"I hate this waiting!" Rainbow Dash finally shouted out, cracking under the pressure.

"Calm down Dash. We won against him before, Ah'm sure we can do it again."

"I know, AJ, but he had us beat last time! If the Princess hadn't sent Twilight all those letters, he would've completely destroyed our friendship! I don't want to lose you girls again..." She said, almost whispering.

"Don't worry Dashie! We know all his tricks this time!" Pinkie Pie said with a squeal. "We're going to show him that we're the best pranksters in Equestria and that we can do it without being mean!"

Rainbow's retort was cut off by a sharp whistle, the train had arrived. Twilight wasted no time, jumping off the train and onto the platform almost before the train had come to a full stop. Worry for the Princess overtook her, she couldn't bring herself to slow down for her friends to catch up. She burst into Canterlot tower and breathed the largest sigh of relief of her life to see the Princess standing vigil near the vault, Elements laid out before her.

"Princess!"

"Thank you for coming to quickly Twilight. And the rest of you as well," she called over Twilight as the other five finally caught up. "I didn't take any chances this time, I've been keeping watch over the Elements. I want him put down quickly this time and the last thing we need is to have to waste time finding them again."

Twilight flinched at the Princess' harsh words and Celestia's expression immediately softened. "I'm sorry Twilight... I didn't mean it that way." Celestia lowered her head and nuzzled her student gently. "I'm just very stressed right now... He stayed imprisoned for a thousand years and now has escaped twice within one. I honestly don't-"

"CELESTIA!!" All seven heads turned to the door as Luna burst in. "I've finished searching the grounds with the guards. Wherever he is, he's not there."

"That's because I'm right here my dear Luna!" Everyone in the room gasped as he appeared right in the center of the group.

"YOU!" Luna said with an enraged scream. "Appearing right here with all of us ready! This is brash, even for you, Discord!"

"Oh, come now, is that any way to say hello? We didn't get to speak last time I got out, I thought we could catch up!" Discord gave the blue alicorn a wry grin. "No? well you always were the serious one; and compared to your sister, that's really saying something."

"We beat you once, we'll do it again!" Rainbow shouted at him aggressively.

"Beat me? Oh you're under the impression that I came here to fight!" Discord chuckled. "No, no... You see, I came here to wish goodbye to my old friends," He said sarcastically. "That and to wish you good luck, you'll be needing it."

"What are you talking about, Discord?" Twilight asked angrily.

"Why the Elements of Discord, of course! How else do you think I escaped?"

"Ah don't care what you have, we'll win again!"

Discord sighed in frustration, "Were you even listening, Applejack? Let me spell it out for you: I. AM. LEAVING. Shall I explain why?" He flew to the top of the room, waving his arms with a flair. "Everything I do is in good fun. Oh don't look at me that way Twilight, everything I do can simply be called lighthearted pranks. I'm just your typical lovable, mischievous demigod. The Elements of Discord however are a force of nature itself. Where your Elements of Harmony are the tools of creation, the Elements of Discord are the tools of destruction. They cannot be controlled, even by me; I just simply harnessed their growing power to break out of my prison." He paused for effect, smirking at the shocked looks of the ponies around him. "They cannot be controlled, they cannot be reasoned with and more importantly, they cannot be stopped! So to you all, I say goodbye!" With this last statement, he disappeared with a pop.

Twilight shook her head at the creature's antics and turned to speak to Celestia, but was struck speechless to see the face of her mentor contorted with fear. "Princess..?"

"No..." Tears had begin to well up in the Princess' eyes. "No... why now?"

"Princess, what's wrong?"

"The Elements of Discord are forces of pure destruction, their only purpose is to bring about the end of everything I... I did everything I could to keep them from ever appearing. I made the world so beautiful, so pure, so happy. How could this happen?"

"Tia? Tia, please stop crying..." Luna trotted over and hugged her sister tight. "You created a better world than I ever imagined you could. We knew they would be back eventually. Everything will be fine, we can beat this together, just like always."

Celestia sighed contently, "Thank you... Thank you Lu..." She took a deep breath, regaining her composure. "Luna? I need you out among the people. I know you still make them a bit nervous, but they'll need your strength to get through this. Do you think you could-"

"Right away, sis!" Luna exclaimed, smiling broadly at Celestia's lifted mood. "Let me know right away if you need help back here, okay?" The younger princess turned quickly and galloped out, eager to get right into her newly-assigned duties.

"I can't believe I ever made it without her..." Celestia whispered softly, staring at the door Luna left through. "Twilight, I hate to admit it, but I have no idea what we're up against."

"What do you mean by that, Princess?"

"I've never faced the Elements of Discord, Twilight. They forces the represent are completely incomprehensible to be and I am genuinely afraid of them. There is however someone who may know..." She stared off into space for a few seconds.

"Princess Celestia?" Rarity chimed in. "While I am indeed worried about these new Elements, what are we going to do about Discord himself?"

The Princess snickered nervously, "He won't be back, do not worry yourself about that. He may seem daunting, but he is a coward at heart. About the Elements, though, there may be one who can help us; one who may know just what we face." She looked off into space again for a few seconds before continuing, "What would you say if I told you there existed a being far older than I? A creature so old that it was absolutely ancient before even Discord himself came into being?"

"Oh! Oh! I know" Pinkie called, bouncing up and down with each word. "This pony can tell us how to beat the Elements of Discord!"

Celestia giggled at Pinkie's ever-present giddiness. "Well, he's not a pony, I think... I don't even really know if he's even alive, but if anyone can enlighten us, it would be him." She beckoned the group closer as she began to lay out her plan.

The Ancient One

Twilight glared up at the last bit of rock to climb before the peak. At the very edge of Equestria, where nopony dared to live, existed a mountain on which no life existed. Blasted into being during a conflict long before ponies knew how to talk or think, it now stood as a testament to ages long past and at its peak existed what she and her friends had traveled all this way for. She could still hear the Princess' words in her head as she passed an almost empty canteen over to Applejack.

At the very top a lingering spirit remains. Trapped forever in stone, it was ancient before even my forebears existed. If anyone would know how to stop the Elements of Discord, it would be him. I myself went with Luna to ask him for advice when we created Equestria, but all he had to say was "Begone!" Maybe you will have better luck, Twilight.

She grunted as she pulled herself over the final ledge, finally at the top. There was a short-lived feeling of triumph before she was hit with disappointment at what she saw. She had expected a giant crystal or ornate statue. All that was here was a small boulder, only slightly larger than Princess Luna. Still, there was a strange presence about it...

She used a hoof to wipe the sweat from her forehead and helped the rest of the group up, just too tired for magic. Once that was accomplished, she turned to the boulder, examining it carefully from a distance. Unable to see or feel any danger, she took a step forward, only to be almost knocked back by the voice that followed.

"Hello, ponies! How are you all today?" The deep jovial voice boomed, seeming to come from all directions at once, but definitely emanating from the rock. The group only stood there in a stunned silence at what they just heard. Receiving no response, it continued, "Come now, you cannot be that surprised! I know that you all are quite aware of my existence, for why else would you be here?"

Twilight shook her head. The sudden thundering of this strange voice had all but removed the exhaustion from her. "Well, ancient one-"

"'Ancient' implies that I am old, my dear. I am older than old. Long have I sat atop this peak and gazed upon the world. I have born witness to the destruction of six worlds and viewed the rise of six worlds. I have looked upon the lives of countless individuals play out across millennia and seen the brightest truths and darkest secrets of the universe. As such, it is only appropriate that you call me The Watcher, pleased to make your acquaintance."

Twilight opened her mouth to speak, but said nothing. Unsure of how to proceed she considered her next words carefully. "Very well, Mr. Watcher, I am Twilight Sparkle. These are my friends Applejack, Rarity, Rainbow Dash, Pinkie Pie and... where's Fluttershy?" she said, pointing out each of her companions in turn.

"Right here, dear," Rarity said, moving slightly to display the quivering pegasus. "That voice was rather startling and you know how she is..." She carefully stroked her friends mane, attempting to console her.

"Ah, very well. I shall speak slightly quieter, if that would please you?" the disembodied voice spoke, obviously directed toward Fluttershy. She was only able to squeak back almost silently.

Twilight opened her mouth to speak once more, only to be interrupted again, this time by Rainbow Dash. "Wait just one minute! How long have you been up here exactly?"

"Forty-thousand years, Ms. Dash, plus a century or twenty; I've all but stopped counting."

"Wow! That sounds... really boring." Pinkie said with a slight hint of pity.

"Oh, you have no idea! A thousand years here and there of warfare and valor speckled into several thousand years of boredom as civilization rebuilt itself. These past thousand have been particularly dull, that whole 'Nightmare Moon' fiasco aside, but what is a day to thousands of years?"

"Hold on there, you're sayin' that we're boring? Ah've never been so offended in all my life!"

The wind blew briefly in what could only be described as a sigh from the Watcher. "Yes, that is exactly what I am saying. Peace and joy are great and all, but they make for very poor entertainment. But enough! You did not come all this way to converse with a talking rock, no matter how old he may be. How may I help you, Ms. Sparkle?"

Twilight glared around, hoping to ensure that she wouldn't be interrupted again. When she was sure she wouldn't be, she began to speak, "Well, we're here about the Elements of Discord. You see we..." she trailed off as the once cheerful presence permeating the area took a sinister turn.

"Yes... The champions of shadow are rising again," the once jovial voice was now dark and soft. "I have sensed their growing power for decades now, but what is it you want from me?"

Twilight hesitated, this was not going the way she had expected. Unable to think of a tactful way to proceed, she decided to pull a Rainbow and wing it. "I don't know how else to say this; we need to know how to stop them."

"Indeed... When the tools of Armageddon appear on the horizon, the Tools of Creation shall rise to face them. Such is the great cycle of the Elements of Harmony and the Elements of Discord. It is the destiny of every world to be consumed by the darkness. I have seen this happen six times; I wonder, will yours be the seventh?"

"Let me, Twi," Rarity said, stepping forward. "So, Mr. Watcher, you obviously know more about us than you let on if you know we are the holders of the Elements of Harmony. Why must you insist on being so vague?"

"Fine, fine... The information you seek can be found in the ancient book your Princess holds."

"What? You mean Princess Celestia had a book on the subject all along and she still sent us all the way here?" Rarity stammered, obviously confused.

"Ask her for the oldest book in her possession. She does not know what she holds, she is not all knowing. Would you believe she came to me for advice in running this land she created? Why create something she couldn't manage?"

Twilight was almost giddy from this new development. "Really? And the book will tell us all we need?"

"I doubt that, my dear."

"Oh," Twilight muttered, dejected by the statement. "Do you... Do you think there's anything else you can tell us?"

The Watcher gave a frustrated groan, "If you insist on pressing the matter, there is an old prophecy stored somewhere in this memory of mine... Let's see... Ah! Here we are." His voiced changed, becoming deeper and melodic as he recited the ancient verse.

The dark warriors will rise, one by one; the weakest first, strongest last; each leading to the next in line. They come to reduce the world to nothingness, but the bright guardians will meet their challenge. Face them apart and you might succeed, face them together and you will fall.

The Watcher's voice changed back to the softer, ominous voice it was before, "Make of that what you will."

"Wait! So they're not going to all be together?" Pinkie squealed, more excited than usual. "So we just have to find the ponies who are holding the Elements of Discord, convince them not be be evil, then we party!"

"It is not that simple Ms. Pie," the Watcher spoke up, stopping Pinkie's celebration in mid bounce. "First of all, you are under the impression that the Elements of Discord are evil. They are no more evil than a forest fire or hurricane; they do what they are meant to and for all their destruction, they are necessary. Every civilization eventually reaches a point where they are more of a burden to the world than a benefit; when this happens, they must be purged so that the next can be built. Do you understand my words?"

"I guess..." Pinkie mumbled back. "But why are they after us? Are we a burden?"

"No, no..." the Watcher spoke in an almost consoling manner. "Regardless of a world's purity, the Elements of Discord will always rise eventually, it will just take much longer in a world such as yours. This brings me to my next and last point: the Elements of Discord will not be bared by ponies."

"What?!" This time, the response was from the collective group, even Fluttershy.

"This, you may blame on your Princess. While there certainly are ponies who embody the concepts of the Elements of Discord, none have reached the extremes of their depravity necessary to be considered worthy of carrying an Element. As such, each will be carried by the spirit of the last being to hold it." The Watcher paused for reasons Twilight could only guess at. "These spirits have existed in the ether for a very long time, wallowing in the very essence of their own individual damnations. Soulless and insane, they now exist as the very embodiment of their respective Elements. Making things worse, they all have had thousands of years to focus their strength and increase their mastery over their own powers. Be careful against these opponents, you cannot comprehend the malevolence they bring."

The peak was silent, even the wind refused to blow with the weight of his words. Before Twilight could gather her thoughts, the jovial booming voice returned.

"Farewell ponies! I wish you the best of luck in your endeavor! At the very least it should be an amusing show!"

They climbed down the mountain in silence and Twilight called a meeting.

"Alright, so what do we know about the Elements of Discord girls?"

"Just that they are the exact opposite of what we are and that we have to face them one-on-one."

"That's not true at all, Dashie!" Pinkie piped in. Seeing her friends confused faces she continued, "Well, the opposite part was right, so I'd say they're something like dishonesty, disloyalty, greediness, meanness and... what's the opposite of laughing? Crying maybe? So yeah sadness!"

"Uhhh... Pinkie..."

"Oh! Sorry Applejack! Its a riddle! We're best friends, we're inseparable, he knows that! He was saying that we have to beat each Element of Discord as they appear, instead of waiting for them all to get together!"

Twilight's face lit up, "That makes so much sense Pinkie! Come on girls! We need to get back to Princess Celestia!"

Not a single thing was said on the way back to Canterlot. Not a single thing was said at all until they relayed their story to Princess Celestia. She immediately retrieved the book from Canterlot Tower and explained its relevance.

"This book... I found this book when I was a very young filly. It contains the stories and knowledge of the ages, but the section on the Elements of Discord is only six pages long and its completely blank-" She gasped as she turned to the first page in the section. A script was appearing on the page right before their very eyes, neatly printed in a jet-black ink.

The Darkness will rise as the populace grows.

Every being will consume a greater share.

Those once content will hunger for more,

And *Avarice** will manifest.*

The seven ponies stared at the book for a full minute before anypony spoke.

"Well," Rarity said, "it looks like I've got my work cut out for me."

"No!" Fluttershy said, much to the surprise of all. "We have our work cut out."

Rarity couldn't help but give her biggest smile. "Thank you girls..."

Avarice

It was three full days before any word came in about the Elements of Discord. Princess Luna had been scouring the land for a sign, any sign at all, while the bearers of the Elements of Harmony waiting with Princess Celestia in Canterlot castle ready to leave at a moment's notice. The seven of them had just sit down for breakfast when a letter was delivered to Celestia by a bat (much to Rarity's distress).

She read it over several times before saying in an uncharacteristic sarcasm, "Well that is not obvious or anything."

Twilight opened her mouth to speak, but seeing the look on her face, the Princess began to explain before Twilight could get a word out. "I had always been under the impression that the Elements of Discord acted in secret, slowly corrupting from the inside; at least that is what I have always heard..." She paused, obviously very agitated, before continuing. "They are either more powerful or more reckless then I anticipated, for it seems that this particular one has chosen to attack Equestria directly." She floated the letter over to Twilight who began reading it out-loud.

Tia, a plague has broken out in several towns to the west. From what I've seen, it can only be the ancient Forsworn Corruption that we had eradicated a few months before... Well, its definitely that particular plague. Considering that I spent two straight weeks exterminating every last remnant of it, it would be impossible for it to arise once again on its own. I can only conclude that the Element of Avarice is at work here.

I'll remain here to provide comfort and aid where I can and to contain the plague as best I can with a quarantine and my magic, but its far more virulent than it was previously. If help doesn't arrive soon, I doubt even you will be able to keep it from spreading.

Love you sis,

Luna

"But... There hasn't been a plague in Equestria in a thousand years," Twilight muttered.

"Exactly, Twilight, this cannot be a natural occurrence. After all the horror that the first outbreak of the Corruption caused, Luna worked tirelessly night and day to make sure that nothing like that would happen again. I think the exhaustion of such a feat was one of the things that pushed her over the edge," the Princess said nervously. "Please, girls, after all you've done for her I know that she would never return to being Nightmare Moon, but I can't imagine how frustrated and afraid she is right now. You have to stop this!"

"Oh, Princess, you know you can always count on us," Rarity said softly, "but what exactly does this plague do? It wouldn't do us much good to rush out there to help only to catch it ourselves."

"Well, I can use the power of the Elements of Harmony to protect you from it. As long as you wear your jewels you will be unable to be infected by it," The Princess said, lost in thought. "Not that it would matter much, the Corruption does little more to a pony than a cold would do; you would simply get weak, tired and feel ill. The problem is that it affects everything it comes into contact with. Trees die, food rots and entire harvests are wiped out in the blink of an eye. That is why it was called the Forsaken Corruption, it reduces wherever it appears to a barren wasteland. After a week or so, there will be nothing left in the infected areas."

"Then we have no time to lose!" Twilight exclaimed, giving her mentor an encouraging smile. She collected the elements and the group immediately set off. As much as she wanted to make a plan during the journey, she knew that she just didn't know enough about the situation to make one. Instead, she just enjoyed the train ride with her friends, knowing very well that it might be the last chance they get to simply act like fillies for a while, though she didn't mention this to any of them.

Once the train reached the chosen station, Twilight made sure each of them was wearing their respective Element and they got off. To their great surprise, they were met by Princess Luna herself.

"Thank the stars you're here!" she said giving Twilight a hug.

"Pardon me for saying, but you look terrible!" Rarity said tenderly. Twilight looked the Princess over and agreed. She looked like she had been up for days and an expression of worry was almost glued on to her face.

"I know... You'll have to forgive my appearance, Rarity. Its worse then I imagined it would be, our supplies are being used up or destroyed quicker than we can acquire them."

"Princess, if you don't mind me askin', Ah don't understand how a plague can represent greed. Even one that affects everything."

"Applejack, how many times as she told us to just call her Luna?" Rarity interjected, "And as for your question, everypony will be so worried about their own survival that they won't bother to help everyone else." She looked around. "What? I hold the Element of Generosity, yes? This is my area of expertise." When the obviously confused Applejack opened her mouth to ask again, Rarity decided to explain further. "It's simple really, if there is not enough food to go around, anypony who has food will be worried they they might not have enough, or that they won't have any food for tomorrow. Nopony will want to share with any others, because they'll all be too afraid that they'll run out."

"And Avarice will manifest... Just like the book!" Pinkie said out loud with the realization. "Everypony will hoard what they have and refuse to share, they'll all be acting greedy!"

"Exactly," Rarity said with a nod.

"I'm really glad you all see the big picture," Luna said softly, "and you're right. There's no food, no medicine and most of the water sources have been contaminated by dead plants and animals, so there's little of that now as well."

"Well, I've thought about what we're going to do a little," Twilight said with an air of command. "I think our best bet is to just stick our best hooves forward, march right into the middle of this and see what we can find. Luna, do you think you can keep distributing aid while we handle it? At least that way the suffering won't be as bad," she said sadly.

Luna gave a tired nod. "Good luck." As the group walked away toward the quarantined areas, Twilight heard the Princess' last plea, little more than a whisper, "Please hurry..."

There was no living thing in the contaminated village. No trees, no ponies, no animals; even the grass had died and disappeared. The smell was overwhelming. Every corner of the once bustling village square reeked of death and rot, coming from pools of brownish-green muck strewn throughout the town. It took very little examination for Twilight to identify the substance. "This... This is the plague itself!"

"How can that be possible?" Fluttershy asked. "I've seen all kinds of sicknesses, but they've never seen them make a puddle before."

Twilight leaned as close to the nearest pool as the smell would let her, analyzing it with her magic. "Well, it looks like whatever plants it infects quickly rot into this stuff, that's how it spreads so fast. Whatever you do, don't touch it!"

"That's just... horrible!" Raindow shouted loudly. "We have to find that Element now and kick that coward's flank!"

All six of them squeaked as a voice rose from the pool of muck. "Well if you wanted to see me, why didn't you just say so?"

The sludge rose up as if some creature was climbing out of it, forming the torso and head of a dragon. While not even a quarter of the size of a real dragon, it still dwarfed the ponies. It propped itself up on its elbows and looked at them with an obnoxious smirk, like some kind of slime-covered abomination sitting in a hot tub.

"A dragon? You're a dragon?" Pinkie said quizzically.

"No, Pinkie, he's just choosing to look like one to intimidate us," Twilight replied angrily.

"Very good," it said with a toothless grin.

""Yes, and now we're going to send you back where you came from!" Her tiara began to glow as she spoke the words.

"Oh, I wouldn't do that..." the sludge monster said unconcernedly. Snickering to itself at their outraged faces it continued to taunt, "Yes, I may have summoned this wonderful plague, but that's all I've really done. You send me away and you still have to deal with it, and I've made a few improvements as you know. Plus I've thrown in a few surprises you haven't seen yet."

Twilight groaned and stopped the spell, giving the creature her most venomous glare. "Fine. What do you want?"

"You know the answer to that, little pony. I am avarice, I am desire. I want everything!" it said with a dramatic flair. "But for now, I just want to play a game with you, is all." it cooed arrogantly.

"A game. You want to play a game." Twilight was beside herself with fury, but didn't see any other choice. "Fine, what are the rules of this 'game?'"

The being conjured up six glowing crystals, each hanging on a loop of string. "You take these lovely necklaces, and bring them to the top of that mountain." it said, pointing at a very short peak nearly six miles away. "If you make it, not only will I go away forever, but I'll take this nasty little bug," it spoke with a blatantly deriding tone.

"That seems too easy, what's yer angle?" Applejack growled.

The element gave a sadistic cackle. "Am I that obvious? Very well. Each of these crystals has the power to make your wildest dream come true. The rules are this: each of you must carry one. If you make it to the top of the mountain, I go away and you each receive a little prize from me. Something not as nice as your greatest desire, but nice nonetheless." It eyed the cowpony deviously. "However, if one of you smashes it, they get one wish to be granted right then and there, any wish at all, while the rest get their prize. After that, however, the others will then be punished by their worst fear. Nothing long lasting or harmful, but enough to amuse me for a short while. As for me, if one of you smashes your crystals, I'll remove this blight and promise not to cause more trouble, but I stay. You can even discuss it among yourselves and decide who's wish is most worthy if you like. Deal?"

"You say this as if we have a choice, you monster," Rarity said, dripping with disgust. "When the truth it that we have to do this, isn't it?"

"Indeed. You do this, or I'll unleash this plague on all of Equestria, instead of this pathetic piece of land I've kept it contained to. Now do have fun, I'll be seeing you." With its threat delivered, it sunk back into the puddle it had formed in with a splash.

The six of them glanced around at each other nervously.

"Don't even start discussing your wishes, girls. He's trying to pull us apart. Let's just get this over with so we can go home, okay?" Twilight said, doing her best to hide her worry. Each one placed a crystal around their neck and they began the long walk.

They had barely made it a quarter-mile when Pinkie did what came naturally and began to talk. "I can't believe that he thinks he can get between us like that! I mean Discord did it, but he used magic and all!"

"I agree with you there, Pinkie," Rarity laughed. "Though his offer is certainly tempting."

"Just what they hay is that supposed to mean? You planning on smashing yours?"

"No, Dash," Rarity said, taken aback. "I was just saying that Avarice must be smarter than he seems."

"Yeah, well-"

"Girls!" Twilight shouted to silence them. "Stop this, we can't be fighting already. Just, nobody talk until we get there." She knew that they were all stressed, but the fact that they were already showing it was just plain bad. She lead on, wanting to finish this stupid game as soon as possible.

She spent the next few hours silently begging that her friends would listen to her and remain quiet, but she could hear whispers coming from behind her every now and then. She didn't need to hear them to know what they were saying. After all they've been through, after all the things they'd learned from each other, was it really this easy for them to stop trusting each other?

They had barely started to climb the appointed mountain when Rainbow Dash stopped them all. "Girls! Where the hay is Fluttershy?"

"Oh! I'm so sorry, Dash!" the yellow pegasus said, climbing into view. "I saw a baby mountain goat and wanted to make sure he wasn't lost. Its okay though, his mommy was close by."

"Oh. Well good, I thought... Nevermind, let's move on."

"Dash! I can't believe you!" Rarity scolded. "Fluttershy is the least likely to betray us! Why would you think she'd do such a thing?"

"Just what do you mean by that? I'm the Element of Loyalty around here. Its the rest of you who I should be worried about."

"Sure, Dash, whutever you say." Applejack said with more than a hint of sarcasm.

"AJ? Now you're agreeing with her?" Rainbow Dash groaned.

"Well, you are the one who said she'd do anything to join the Wonderbolts." Applejack snapped back.

"Who are you to talk?" Pinkie Pie chimed in. "You're the one who's always worrying about making sure your family has enough money, nevermind that you run the biggest business in Ponyville!"

"Girls, please don't fight..." Twilight whined, though she knew it was in vain. A clamor of noise echoed across the mountain as her friends began to shout at each other. It was as bad as when Discord had turned them on each other. No, it was worse, because this time they were doing it all on their own. She was on the verge of crying when it all suddenly stopped as the familiar sound of breaking glass rang out.

"Rarity..." Twilight said, unable to hold back her tears, "how could you?"

The white unicorn stood apart from the rest of the group, glaring defiantly at them as a smokey dragon rose out of the broken crystal.

"Well, well... So the game ends," the Element of Avarice cackled. It turned toward the group who had lost the game, saying, "Your gifts are already back at each of your houses and even the wish of your so-called 'friend' can't change that. As for my fun, we'll get to that in a bit. First..." He turned to Rarity, "My lovely unicorn, I have you to thank for allowing me to remain free. So, what is your wish? What is it that you most desire?"

She stood as tall as she could looked directly into the monster's face. She spoke with words dripping with hatred, "I want you to take your plague and your punishments and go back to whatever filth-lined hole you came from. I want you to go there and stay there for the rest of time."

A look of bewilderment overcame the villain. Then a look of startled realization. And finally, blind fury. "No... No! That's not how this is supposed to go! You... You! I"LL KILL YOU!"

Rarity flinched as it lashed out, but she hardly had to. The smoke that currently made up its body had begun to whirlpool and fade, being sucked into some unseen hole in the air. "I won't forget this, I'll be back for you!" It's last threat echoed across the mountainside as it disappeared, the victim of its own rules.

"Rarity... You gave up your wish?" Rainbow said, just louder than a whisper. "Why?"

"You're my friends, I love you girls. I couldn't bear to see us being torn apart like that," she said, giving a small smile as tears ran down her cheeks. "When I saw you all fighting, I realized that right then I wanted you to stop more than anything! So yes, I gave up my wish and my prize and I'd do it again, a thousand times if it keeps us from fighting ever again."

She had barely finished speaking and she found herself in the middle of a suffocating hug from Twilight. "Thank you, Rarity, thank you so much..." Twilight whispered into her ear.

The six ponies made up on the spot, giving hugs all around. After Pinkie promising never to fight like that again, they made their way back to the train station to let Luna know of their results. Upon reaching the station, they found out that no pony quite knew where she was, she had been moving non-stop since the plague disappeared to get the rebuilding done as quickly as possible. They left a message for her and boarded the train back to Canterlot. Rather than talking on the train, they got some much-needed sleep and immediately went to Canterlot castle when they got off. They were met by a grinning Celestia.

"You did it! I cannot tell you how proud of you I am. Not only did you stop the full power of an Element of Discord, but you stopped the worst plague Equestria has ever seen right in its tracks!" She was cut off from further praising her six favorite fillies by one of the Royal Guard.

"Your Highness, you told me to come get you immediately if that book showed any changes. Well, it has."

"Never a dull moment," the Princess sighed, beckoning for the group to follow her. When they reached the tower, she took the book and read out-loud.

The greed of one always spreads to the greed of many,

but all will seek to protect their ill-gotten hoard.

To keep their false treasures they will learn vile new skills

and *Deception** will be most valuable.*

"Yee-Ha! Mah time to shine!" Applejack said proudly. She trotted out of the room, calling back, "Let's get ready to move girls! There's a liar about and Ah intend to show him the truth about what happens when you cross the Elements of Harmony!"

Deception

Twilight rolled over under her covers and groaned, silently cursing her new-found insomnia. Now, don't get her wrong, she loved being back in Canterlot again, whatever the reason. The fact that her friends were here with her made it all the better; she had sometimes fantasized about what it would be like for her friends to move with her into the palace and live with the Princesses. No, it was the stupid sun keeping her awake.

Then it dawned on her. The sun? She had gone to bed rather early, but that was hours ago. Why the hay was the sun still up?

She rolled out of bed, grumbling to herself, and made her way toward the throne room. When she got there, she casually walked over to Princess Celestia, trying to think of how to say it respectfully. Unable to come up with anything, she decided to just keep it simple, "Princess, why's the sun still up?" It was only when the Princess turned to her that she noticed the worry on her face.

"Its not, Twilight," she said, "I lowered the sun hours ago! I can feel my sister's moon up right now, but nopony can see it!" Celestia paused, looking at Twilight pointedly.

That's when the second realization hit her. "Oh!" She groaned and smacked her forehead with her hoof, remembering why she was in Canterlot in the first place. She turned to the nearest guard and said, "Go get my friends and bring them down here, please."

The guard turned to Princess Celestia, raising an eyebrow. "Orders, your Highness?" he asked.

"Why are you questioning her? You know who she is! You are to take everything she says as if its coming from my mouth! You know that," she scolded. The guard cringed and left, muttering to himself about how cranky everyone was. A few minutes later he returned, leading the yawning, sleepy-eyed group into the throne room, Rarity still in her bedclothes.

"Well, what do we know?" the fashionista asked almost as soon as they entered the room.

"Wow Rarity, you re- *yawn* you've really been taking charge lately!" Pinkie said, absent her usual bounces.

"Yeah, well, Twilight may be our unofficial leader, but somepony has to step up every now and then so she doesn't burn herself out," she responded, giving Twilight a warm smile.

"I appreciate that, Rarity," Twilight said, returning the smile. "Listen up, girls! We've narrowed down the area that Deception could be in to Canterlot itself. Lun- errr, Princess Luna sent us a letter a few minutes ago saying that it got darker the farther you got from here and that it was completely night by the time you got the the Everfree forest."

"Alright," said Rainbow while stifling a yawn, "let's go kick this thing's flank so we can get back to bed."

Taking her advice, they donned their Elemental jewels and immediately left, heading to Canterlot market. The streets were deserted but for a few ponies who were curious about the strange situation. Twilight turned to the group, speaking like a General addressing her troops, "Alright, everypony, fan out! We'll make our way from here to the gates, then head back this way!"

"Awww hay, we don't have time for this," Applejack muttered, not used to being up anywhere near this late. "SHOW YERSELF YA COWARD!"

The entire group jumped when a raspy voice spoke up behind them, "You didn't have to yell."

"Oh, wow. Ah honestly didn't think that would work."

"Such a short temper... That'll get you into trouble someday," the voice said. A transparent snake, big enough to swallow a pony whole, shimmered into view. Twilight shrieked and attempted to run, only to fall flat on her face. Rainbow had stepped on her tail as soon as the serpent appeared, anticipating her reaction.

"What do you want?" the cyan pegasus asked, not changing the disinterested expression on her face.

"Remember, girls, we can't trust a thing that comes out of that mouth!" Applejack yelled, giving it her meanest look.

"Oh, you're going to be like that? How quaint." Deception said with a bored sigh. "I was planning on being honest for once in my miserable existence. How about I show my true form, would that ease your minds?" The snake disappeared in a flash of light and was replaced by an albino griffin. "What I want is to go home. It was not my choice to be sent back to this awful plane of existence and I dislike this place immensely. Personally, I think this world must be beyond our own breed of redemption or you would've learned that you could trust only yourselves long ago. Thankfully, simply by causing a bit of chaos the way I have, I have fulfilled the barest requirements set upon me by the powers that be." The creature spoke plainly, glancing at each pony in turn.

"He's... he's telling the truth," Twilight said slowly. "I don't know how he is, but he is. I can sense it." She shook her head as if trying to clear out her mind. "So if you want to leave, why are you still here?"

The griffin gave a wry smirk, saying, "This is my first cycle. Technically I died two hundred years before your Princess came to power, so I've never played this role before. Still, its not every day that you meet the holders of the Elements of Harmony. I've decided to have a little fun with you before I go."

Rainbow gave an aggravated groan. "Are all of you going to make us play a stupid game? I figured you jerks would be coming to fight us! Why shouldn't we just blast you right now?"

"Because, my lovely little Dashie, I am not really here," Deception said with a chuckle, walking through a nearby market stall to prove his point. "You see, each of us Discordians have power over one specific facet of existence; one single piece of nature that somehow corresponds to our individual vices. Whereas Avarice had control of plague and disease, I have power over light. I am a master illusionist." He fixed his gaze on Rainbow before continuing, "And no, where Avarice and I are content to simply use you as temporary playthings, the rest of our counterparts are... lacking our sportsmanship. They are each as cruel as they are powerful and you'll find them much more sadistic than either of us. If its battle you want, they'll give you more than your fill."

"Fine, we'll play your game. Let's just get this over with, I need my beauty sleep," Rarity grumbled to him.

"A game? No, you are mistaken. Games are fun for all, this is a test! I will be enjoying this much more than you!" He turned back into a snake once again, causing Fluttershy to tackle Twilight to keep her in place. "Part one is simple, do you know the truth?" The walls and streets of the city shifted in an instant, becoming a maze of alleys and dead ends. Deception left them with one final instruction as he faded from view, his voice now angry and commanding, "All six of you, meet me at the gates of this city or I'll burn out the eyes of everyone in its walls!"

"You think this can stop us? I know Canterlot better than anyone!" Twilight said, running through a nearby wall. "If we just keep running this way we-" she grunted as the next wall was completely solid. Rubbing her head she stared at a shimmering wall of solid light.

"You don't think I'd make it that easy, do you?" Deception's raspy voice called out. "Some of these walls are false, some aren't, your memory will do you no good here. I've also placed these same invisible barriers over your heads, so don't even think of flying! Can you feel my lies or will you be forever lost in the dark? You have one hour, get to it!"

The six mares immediately took off down nearby alley, not wanting to be responsible for blinding all of Canterlot. They turned down another, making their way toward the gates, only to reach a dead end. "Grrrr, check the walls, girls, we need to find a way out of this!" All of them began to push against various parts of the wall. It was almost a full minute before Fluttershy gave a surprised yelp as she fell through the fake.

Rainbow pulled her up as the rest of them ran through the spot she disappeared into and all of them continued on. They kept going, running toward the gates as fast as they could, stopping and checking the walls whenever they reached a dead end. After what seemed like only a few short minutes they heard Deception's spiteful voice ring out across the city, "One-half hour gone, one left. The clock is ticking, ponies!"

"Ah hate to be the one ta say it, but we'll never make it at this rate!"

"I know that, AJ, I know! But we have to keep moving!" Twilight shouted back, on the verge of tears.

"Well calm down, Twi! There has to be somethin' we're missin'! Think, girl! Ah mean he's a mean one, but Ah don't think he'd make this impossible."

Twilight took a couple deep breaths, then closed her eyes and sat down, attempting to stay as calm as possible. She tuned out everything around her, first the feel of the chilly night air on her skin, then the dank smell of the dark alley, finally the sound of Fluttershy's soft whimpers. She gasped as the realization hit her and stood up quickly. "He asked if we could feel his lies!" She closed her eyes again and gave a single laugh; she could see the path in her mind's eye, plain as day! "We've been looking for the path this whole time, but our eyes can lie to us! When he said we could only trust ourselves, he was giving us a clue!"

She turned to the direction she knew would lead her to her destination and took off in a full gallop. She could hear her friends hot on her heels, they might just make it! The entire group have a relieved cheer as they reached the gates with ten minutes to spare. Waiting for them was the serpentine form of the still transparent Deception.

"Not going to run from me, filly?" he said, addressing Twilight.

"I've seen you for what you are," she replied defiantly. "You're just a fraud! A pathetic excuse for a soul who uses smoke and mirrors to cover your own lack of power!"

The snake smiled. "You're trying to make me angry, but everything you say is true. I accepted what I was long, long ago. Your words mean nothing to me. Its a pity Avarice is so hasty, you would've provided him with the most fun he's ever had if he had thought out his plan more thoroughly. Oh well, it doesn't matter now." Desception coiled up his form, relaxing carelessly in front of his foes. "Now for part two. You wish to go back to your beloved Princess and tell her that you vanquished the big, bad Element of Discord, don't you? Simply telling her that he chose to leave Equestria forever just doesn't have the same flair. So if you want to beat me, you must tell the truth." He gave a wicked grin at their confused looks. "You must tell the truth to each other. Now, who shall start?"

He looked around at the group before locking his eyes on Applejack. "I think I'll have my goodie-goodie counterpart go first!"

"Ah'm ready for whatever you can dish out you monster! Ah'm not afraid of you! Ah never lie to my friends!" she shouted toward him, puffing out her chest proudly.

"Indeed? Maybe so, but you certainly don't tell them everything," Deception said, narrowing his eyes. "Well then, why don't you tell us all what you said the night before the Sisterhooves Social? You know what I'm talking about... That little thing you told little Sweetie Belle after swearing her to secrecy?"

Applejack deflated immediately, staring at the snake in horror. "Y- You wouldn't!"

"Yes," he said with a delighted hiss. Twilight's heart sank when she realized what he was attempting. "Yes, my dear. If you wish to end this, speak it out loud! Oh, and look right at Rarity when you do it!"

She cowpony stuttered, too shocked to speak.

"Applejack..? What is he talking about Applejack?" Rarity said softly, sounding like she'd rather not hear the answer.

"Ah... Ah..." She looked away from the white unicorn, tears streaming down her cheeks. "You have to understand, sugarcube. Ah was frustrated with you and Ah was angry seeing Sweetie Belle as hurt as she was."

"Applejack... Just please tell me..." Rarity said, tears now running down her face as well.

"Ah said... Ah said you didn't deserve a sister as loving as Sweetie, okay?! Ah thought that you were only thinking of yerself when you apologized and that you'd never go through with our plan!" Applejack said, weeping openly. "Ah told her that she deserved better..."

"Applejack, how could you?" Rarity sobbed. "I may not always appreciate her as much as I should, but how could you say such a mean-spirited thing to my sister? Its one thing to say something like that to Applebloom, but Sweetie Belle? How could you?"

Applejack burst out crying. Unable to look her friends in the face, she turned and fled back toward the castle.

Deception gave a mirthful chuckle and spoke again, "Well, that was certainly amusing. Now, what next?" He looked around lazily for a few seconds before snapping his head toward Rainbow Dash. "How about you tell your pink friend over there how you originally felt about her?"

Rainbow glared at the cruel spirit. "Oh you are lucky you're not here right now. I swear if I ever meet you face-to-face I will kill you. And I'm not exaggerating; I will murder you!" She gave Pinkie Pie a sorrowful look.

"Dashie..?"

"I'm sorry, Pinkie," Rainbow said, looking at the ground. She continued, barely above a whisper. "For the longest time, I hated you... I wanted nothing to do with you and just wanted you to leave me alone. I... I even secretly wished you'd just leave Ponyville forever." She looked up to see that her best friend's normally puffy mane had deflated, her hair hanging limply at the sides of her head.

"Dashie, why would you want that?" the party pony said, barely keeping her composure.

"I thought you were annoying and immature... When you convinced me to go pranking with you, I realized that you were just as cool as I was, if not, more. I've been kicking myself for thinking that way ever since," Rainbow said, thoroughly ashamed. "Well, there you have it. My secret shame... Can you ever forgive me Pinkie?"

"Yes, Dash," Pinkie said while crying into her hooves. "Of course I can, but right now I just... That really hurts me, Rainbow, I just need some time..."

"How delightful," Deception cackled. "This is turning out much better than I thought it would! I believe one more should suffice. Now, who's it going to be..?"

Twilight noticed that he was staring at something behind her and turned around to see Fluttershy rooted to the spot. "No!" She turned around and marched right up to the snake, staring him straight in the eye. "Make it me! Ask me five things! I don't care what you do, but you're not tormenting Fluttershy!"

"That's not how this works, missy. I make the rules here," he said, slithering around her to look the trembling mare in the eyes. "Tell your friends how you feel when you think of them and their careers!"

Fluttershy backed away with a squeak, cowering from the evil being.

"Tell them how jealous you are! Tell them how much you resent their successes and how worried you are that they'll move on to bigger and better things, leaving you to rot alone in your little shack!" She collapsed to her knees, crying harder than Twilight had seen anything ever cry.

Twilight wheeled around on the demon. "How dare you! You are the most evil, the most vile thing I have ever had the displeasure of coming across!" she bellowed, sure that all of Canterlot could hear her.

Deception laughed heartily as a tiny mote of light appeared in the air just above his head. "I believe I am done here. This has been most enjoyable!" Twilight felt the world shift as the illusions over Canterlot dispelled, returning the city to its rightful layout and displaying the night sky for all to see. Deception's form distorted and warped as he was pulled into the tiny speck of light and just like that, he was gone.

Twilight guided the miserable group back to the castle, where they immediately headed toward their quarters, having been told by a guard that the Princess would meet with them in the morning. As they passed though the throne room where Princess Celestia was rapidly giving orders to the Royal Guard, Twilight noticed that the worried-looking Princess was starting at her. When her mentor noticed that she had caught Twilight's attention, she flicked her eyes toward the pedestal on which sat the ancient book that had been retrieved from Canterlot Tower. Reading the stupid thing was the last thing Twilight wanted to do at the moment, but she knew that it was of the utmost importance that she was prepared for whatever happened next. Newly appeared on the third page of the once blank section was another poem.

Even when all love is gone and only suspicion is known,

cooperation is required should one wish to live.

However, once the end is reached,

all will lust for the prize and *Betrayal will be commonplace.*

Twilight groaned at the revelation before muttering to herself, "I can wait until morning to tell Dash, she's earned some sleep.

Betrayal

Rainbow Dash pulled herself to her feet with a groan. She had known the stairs were there. Hay, she had been staying in the castle for almost two weeks now and had taken the same route to the dining room every morning. After last night though, she was just too exhausted to notice where she was and had stumbled down them once again. The note from Twilight explaining their next foe hadn't helped her mood either.

She sighed as the memories came flooding back; what Deception had done to her and her friends was wearing on her more than she ever believed it could. She finally reached the private dining hall Princess Celestia had set aside for her and her friends, sulking to herself as she entered. She had barely set a hoof in the door when she was tackled to the ground.

"WHAT THE F- Pinkie?" she screamed out, only getting more confused when she saw her pink friend lying on top of her, hugging her tight.

"Mornin', Dashe!" Pinkie Pie squealed, full of excitement as always.

Being exhausted was bad enough, but being exhausted and bewildered? It was too much for Rainbow. "Pinkie... What's going on? You're not still mad at me?"

"Nope!" Pinkie chirped, finally getting off and plopping down next to the pegasus.

"But I thought you said you needed time." Dash said as she sat up.

"Yeah, and I had time! I cried all the sadness out last night so now everything is okay now!"

Rainbow could only shake her head; after all this time she still didn't understand Pinkie. "I just don't understand how you can be fine with this so soon. You said that I really hurt you. What I thought about you was terrible and I still haven't forgiven myself for it. How can you forgive me so fast?"

"Oh, Dash," Pinkie said in a jokingly scolding tone, "I wasn't mad that you didn't like me. I mean we can't really control how we feel can we?" She looked Rainbow in the eyes and took up a serious tone, "I was just upset that you never told me. I know you were trying to keep from hurting my feelings, but you still should've said something! You know I want to be friends with everyone, so if you need some space you should asked me."

Rainbow gave her friend a comforting smile and wiped a few tears from her eyes. "I don't need space anymore Pinkie. That was then, this is now. I always want you around now."

Those words drew the biggest smile from Pinkie that Rainbow had ever seen- a feat Rainbow thought impossible considering the size of the previous record-holder. "Oh yeah! I made you something special for breakfast to show you how great of a friend you are!"

"Uhhhh, not that I don't appreciate that, Pinkie, but I'm the one who was wrong so shouldn't I be the one making something for you?"

A horrified look came over Pinkie's face as if Rainbow had just spoken a terrible blasphemy. "No offense, Dash, but I've tried your cooking before, and no thanks!"

Rainbow couldn't help but laugh at the party pony's antics; it felt as if all the burdens she had carried had suddenly left her. "Alright, Pinkie, I really can't argue with you there. So, what've you got for me?"

Pinkie produced a plate, seemingly out of nowhere, piled high with warm steaming pastries. "Scones!" she said with a cheer. "We never make them in Sugarcube Corner, but they're everywhere here in Canterlot, so I thought I should make some Pinkie Pie style!"

Dash eyed the doughy mass hungrily. "Wow, Pinkie! They look great, but I don't think even the two of us could finish all those. Why don't we take them upstairs and see if the others want some!"

"OOOOOH! Great idea! We can have a breakfast party!" Pinkie spouted, her eyes growing even wider.

They made their way back toward their rooms and noticed that Twilight's door was slightly open. Rainbow stepped to it quietly and raised a hoof to knock, only for Pinkie to barge in past her. Twilight and Fluttershy both sat on Twilight's bed, comforting a miserable-looking Rarity. Without missing a beat, Pinkie bounced up to and onto the bed and dropped the plate in front of the fashionista.

"Oh! Cheer up, Rarity! Look, we brought breakfast!"

Rarity attempted to placate her with a teary smile. "Thank you, Pinkie... They smell delectable."

At that moment, Applejack decided to walk in the door. "Hey, Twilight? Ah thought Ah heard-" she stopped herself short as she spotted Rarity, who in turn was pointedly looking away. "Oh... Ah'll just be down in the dining room..." She turned and left without another word.

"She feels terrible, Rarity," Twilight said softly once she was sure Applejack was out of hearing range.

"I know, Twi..."

"And you're still angry with her?" Twilight asked.

"I don't want to be," Rarity replied, sounding as if she was about to start crying again. "I really wish I could just forgive her and move on. I want us all to be friends again, but I just can't..." Unable to hold back any longer, she began to sob into the bed. "I can't and I feel awful about it!"

"Hey... Rarity, it's alright," Rainbow murmured, surprising even herself with her tenderness. "We all feel that way sometimes. Well, all of us except Fluttershy and Pinkie, but they hardly count, do they?" She smiled as she had managed to get a small giggle out of the unicorn. "How about this: I'll go talk to her later and tell her that you want to make up with her, but you need a few days to cool off first. She might not be happy about having to wait that long, but if anyone can get through to her, I can." Rarity gave a slow nod and pulled Rainbow into a hug. "There, everything'll be okay. But before I go do that, lets eat! I'm starving and Pinkie worked hard on these!"

Applejack was at the end of her rope by the time Rarity finally spoke to her again. They may not have been the best of friends, but still! Six days? How many times would she have to apologize? It was ridiculous! And even when the drama queen did come to make up, all that she said was that she accepted AJ's apology and that she wanted to work on rebuilding their friendship after the Elements of Discord had been dealt with!

Still, it was something. And none too soon, Princess Celestia had received a letter from a group of ponies out near Appleloosa asking specifically for Celestia, Applejack and her friends to meet with them in the village immediately and mentioning that it had something to do with all the weird things occurring around Equestria lately. The Princess may not have gone public with the news about the return of the Elements of Discord, but that didn't stop the citizens of Equestria from noticing that something was going on. If only they knew the half of it...

"Princess, I don't understand why you won't come with us," Twilight asked her mentor, suppressing a whine. "They specifically asked for you to come with us!"

For her part, Princess Celestia shook her regal head sadly. "Twilight, neither Princess Luna, nor I can do anything to combat the Elements of Discord; all I'd be able to do is sit and watch while the six of you handle things. It's better if I stay here where I can actually accomplish something, even if it's just seeing too it that things keep running as smoothly as possible..." Her face fell when she saw how sad her words has made Twilight. She couldn't let that stand, "I trust you, Twilight Sparkle. I trust that you and your friends will keep my people safe and make me proud. Now please trust me. I know what I am doing."

Twilight gave a small smile and hugged her teacher before leading her friends out of the castle. They had a train to catch.

Upon reaching their destination, they noticed one thing right away: the once sleepy village was now a bustling town. They were immediately met, much to everypony's surprise, by Braeburn.

"Brae! Ah didn't know you sent the letter!"

The stallion shook his head and replied, "Ah didn't send the letter, cousin. Ah just told them where to send it when they came askin' for y'all. Follow me."

He lead them to the town's tavern and directed them to an odd-looking group in the corner before excusing himself to get back to work. Applejack had never seen a stranger group of beings. All three types of ponies, plus a pair of griffons sat around a table, all wearing buffalo-style clothing and facial paint. The leader, a rather pretty pegasus stood up and introduced herself as Windrunner.

"Greetings, Element-wielders! It's a pity that the Princess was unable to accompany you, but it is you we wished to speak with anyway."

"Oh. Well hello than, my name is-"

"Twilight Sparkle! Holder of the Element of Magic and pony chosen by the Elements themselves to lead their chosen ones! I am truly honored to make your acquaintance," Windrunner interrupted with a grin.

"Ummm, yeah..." Twilight muttered with a confused look on her face. "Not many ponies recognize us on sight alone, you know..."

"Yes, that's very true," Windrunner replied unfazed. "We're a group who decided long ago to give up our lives as ponies and live as the buffalo do. Unlike the buffalo, however, we stay abreast of current events and we still consider Princess Celestia to be our Princess. Unlike average ponies though, we read in-between the lines; plagues and strange lights are not normal occurrences. We know that something strange is happening around Equestria and that you six are the key to saving us all, thus we asked to see you."

"Oh!" Twilight said, genuinely intrigued. "Well, you're right, but I hope you'll understand if I don't explain further... Princess' orders, you know..."

Windrunner smiled broadly and nodded before continuing, "I understand perfectly. You have worked hard and sacrificed much to gain a position of trust at our Princess' side and are thus much more deserve the privilege of such knowledge than any of we are. As curious as I am, there are just some things that we layponies don't need to know. If you say that this is one such thing, I believe you."

Twilight blushed a little at the pegasus' kind words. "Oh. Well I appreciate that..."

She sat back in her seat and took up a business-like tone. "Now, as to why I've called you here. Out in the desert, deep in the Thunderhoof Canyon, is an old buffalo shrine to an old spirit they once worshiped; their old god of wind and storms. The spirit was said not to be a kind one, conjuring massive dust storms to punish those who displeased it. The buffalo of old constructed to make offerings to it and ask that it stay its hand. They stopped doing so hundreds of years ago once they realized that such offerings had no change on the weather. However, in the past few weeks, strange things have been happening in and around the canyon. Strange and ominous things."

Twilight frowned at Windrunner's words. "So you think that the spirit was real all along? Or that something else took up residence at the shrine and is causing trouble?"

"That, I don't know," Windrunner said. "Which is why I called you here. We don't know what's going on, but with everything else that's been happening, we all discussed what to do about it. The decision was unanimous: we would come to Appleloosa, ask for miss Applejack and summon the Elements of Harmony. Whatever's going on out in the sand and stone is far beyond our understanding, and so it was our duty to pass the task to those infinitely more qualified."

"Well, you've done the right thing," Twilight replied with a comforting smile. "Would you mind taking us to the shrine so we can have a look?"

Windrunner smiled and nodded her reply. "Whenever you're ready."

It didn't take long for the group to reach the canyon, it was a lot closer than Twilight had initially thought. Even so the day was sweltering, so she was glad that Braeburn had six saddlebags waiting for them when they left the tavern, all stuffed to the brim with full waterskins. She had already finished off one of them...

Windrunner had accompanied them to the mouth of the canyon, her own companions having refused to go anywhere near the place. The mare had been rapidly attempting to explain the layout of the canyon to them, but even she admitted that there was little of use she could tell them. The cliffs of the massive chasm rose on either side; so high that they blocked out the sun, covering the canyon floor in shade. It'd probably be much less hot in the canyon though, so at least there was that.

Their guide bid them farewell and the six entered the deep ravine, taking things slowly lest something catch them unawares. The canyon was eerily quiet, only the sound of the powerful winds blowing through it breaking the silence.

"Ohhh, I don't like this place!" Rarity moaned almost as soon as they entered.

"Ah know what you mean. Its like the Everfree forest all over again, just without the trees."

"Well, the Thunderhoof Canyon is the largest in Equestria; it zigzags through the desert for miles. Its not very wide, but it gets almost five thousand hooves deep in some spots, so its bound to be spooky."

"Well, its a good thing we have Pinkie Pie to keep our spirits up!" Fluttershy responded with a small smile.

"Yeah! Just remember to keep smiling and we'll get through this!"

As heartening as her friend's banter was, a sliver of doubt remained in the back of Twilight's mind. She couldn't shake the feeling that they didn't honestly believe their own words. It was ridiculous, she knew, but she couldn't help it. She took a deep breath and steeled herself, determined to press on.

"What was that, Dash?" Rarity suddenly asked aloud.

"I didn't say anything," the confused Rainbow replied.

"Oh. I could've sworn you said... Nevermind..."

"Its probably just the wind, Rarity. Nothing to worry about!" the pegasus replied in a worried tone.

Alright, she definitely doesn't believe that, Twilight heard her own voice say in the back of her mind. She shook her head, trying to clear her thoughts. The stress was definitely getting to her. Maybe she could get Rarity to convince Princess Celestia to take them all to a spa to relax when they got back to Canterlot.

The wind was growing stronger. It howled angrily through the rocky crevice. It was the most unnerving thing she had ever encountered. She felt as if she could almost hear voices among the gales, whispering words of despair and sorrow. The ancient walls of Thunderhoof Canyon were not going to give up their secrets without a fight.

"This isn't going well, Twilight..." a voice mumbled into her ear. She whipped her head around to see Fluttershy looking at her sadly. She motioned back toward the rest of the group and Twilight followed her gaze. All four of the other ponies looked about as restless as she felt.

We're not going to make it, she heard her voice say again. Or at least she had thought it was her voice, now she wasn't so sure... And was it coming from her own mind, or was it being carried on the wind like so many others?

She winced, feeling a headache coming on.

My friends are going to leave us here to deal with this alone!

Where were these infernal thoughts coming from?

"That's it, Ah can't take this anymore! What's yer angle, Rarity?"

"I beg your pardon?" the unicorn responded with the utmost indignity.

"Ah know somethin's up here. What're you plannin'?

"What makes you think I'm planning anything?!" The two of them were screaming at each other now.

"Girls!"

"Shut up, Dash! We're miles away from help, this is the perfect spot for that prissy little horse to try to get me back for what Ah did! It wouldda worked too, but Ah'm on to you, Rarity!"

"Oh, I can't believe this!" Rarity shouted back with a frustrated groan. "I accepted your apology, though now I can see that was a mistake! And even if I was still angry with you, there are more important things going on right now! You'd realize that if you weren't so bullheaded!

"AH'LL SHOW YOU BULLHEADED!" Applejack turned around on the spot and lashed out with her back legs, sending Rarity flying.

Twilight couldn't believe what she had just seen, but there was no time to think about it she had to-

A pink blur whizzed by her with an ear-splitting "YOU PINKIE PROMISED!!"

Pinkie collided with Applejack with a loud THUD and immediately began pummeling the orange pony. "That's twice! First you promise to tell us what was bothering you, then you promise not to fight with our friends again AND YOU BROKE THEM BOTH!"

It was beyond comprehension. Despite what she saw, Twilight didn't believe it. How could they be doing this to each other? How could they...

Her eyes went wide as the realization hit her. How could they betray each other like this? Rarity must've come to the same conclusion, a white light enveloped the struggling Pinkie and lifted her off of the bloody-nosed Applejack, who immediately took the opportunity to lunge at Pinkie.

"Twilight! Take Rainbow and Fluttershy and find the Element! Its the only way to end this!" Twilight opened her mouth to protest, but Rarity cut her off. "I'm not as strong as you are, Twi, but I can at least keep them from hurting each other any more! Please!"

As hard as it was to accept, it was true... Twilight nodded and took off down the canyon at a full gallop, Dash and Fluttershy right behind her. They had barely stopped hearing the angry shouts of AJ and Pinkie when she noticed that Fluttershy had fallen back.

"Fluttershy? Fluttershy, what's wrong?"

"He- he was right..." she mumbled, looking at the ground.

"Who was right, Fluttershy?" Rainbow asked, taking a few careful steps toward her yellow friend. "What're you talking about?"

"Deception... He wasn't lying, I am jealous of all of you!" she managed to get out. "What if I'm next? What if I attack you guys now? I can't do this!"

"No, Fluttershy, its okay! We know you'd never do that!" Twilight cried back. "Please, we need you!"

Fluttershy looked at her with a mixed expression of surprise and fear. "No... No, I can't. I just can't. I won't!" She lay on the ground and looked away, as if to say her decision was final.

A shout from Pinkie Pie echoed down the canyon, "I'LL KILL YOU!" It was followed by a yelp from what only could've been Rarity.

"Oh, we don't have time for this! Come on, Twilight, she'll be fine here! We've gotta move!" With one last sad glance at Fluttershy, Twilight took off down the canyon after Rainbow.

The wind was deafening now. Deafening and it was definitely speaking to her. "These currents carry my voice directly into your mind and directly into your heart," a deep feminine voice whispered to her, "what hope do you have when you can no longer trust even yourself?"

She growled at the offending words, trying to chase away the doubt infecting her. Her spirits barely lifted when she saw the shrine appear around a corner. Without waiting a second, she blasted it with the strongest spell she could muster, sending its debris flying in all directions. The wind got stronger and she didn't need the taunting laugh that arose to tell her that removing the shrine had done nothing.

"Come on, you don't actually believe I resided in there, do you?" the now familiar voice spoke. The air churned and twisted into what Twilight recognized as the form of an air elemental. "The world will soon know that their precious Elements of Harmony have failed. That their bearers fell to Betrayal just before the light finally died, once and for all!"

Twilight wasn't ready for the claw to appear and snatch her skyward; Rainbow however was. She beat her wings with all the force she could muster, chasing the vile creature upward, lest it decide to let go of the unicorn. She landed at the top of the cliff, staring down Betrayal who now held the struggling Twilight a yard off the ground.

"Let her go, you! Your fight's with me!" Rainbow screamed at her new rival.

"Let her go?" she mused. "Don't worry, little one, I'm sure you'll see her again IN HELL!" Betrayal hurled Twilight back over the cliff's edge, Rainbow reached out just in time to catch one of her friends hooves in hers.

"Don't worry, Twi, I've got youahhhhh!" she shrieked as the lightning bolt struck her spine.

"Just as I wanted! Do you let go and watch her die alone? Or do you hold on as she drags you over with her so you can die together? You know what you have to do!" Betrayal taunted mercilessly, releasing another bolt of the tormenting lightning at Rainbow.

"No..." She wouldn't let it end like this. All of her other friends may have abandoned her, but she wasn't going to lose Twilight. Not now. Not ever. "No! I won't let you take her from me!" She wrenched up with everything she had and felt her shoulder pop out of its socket and she pulled the violet unicorn over the edge.

She could barely see through the pain, but she felt her heart flutter when Twilight threw her front hooves around her and nuzzled her gently. "Thank you, Rainbow! I'll do the rest."

Twilight turned to Betrayal, disgust in her eyes. "You see that? That's why you'll never win! I love my friends! And they love me!" She narrowed her eyes and continued, "When Discord managed to turn us against each other before, I realized that. I also realized something else: love heals, but lack of love hurts. It hurts a lot." She smiled evilly as her horn began glowing brightly. "So, how about a dose of what you've been missing? I made a nice little empathy spell just in case something like this ever happened again and I can't imagine the pain it'll cause you." She released the spell right into the heart of the cyclone that formed Betrayal's body and Rainbow immediately knew it had worked when the agonized scream arose. Betrayal exploded and Rainbow was blinded by the resulting light.

She blinked the focus back into her eyes and Twilight was gone. It took her less than a second to put the pieces together and she dove over the cliff's edge.

The unconscious Twilight spiraled out of control below her, rapidly approaching the canyon floor. Rainbow willed herself to go faster, feeling her wings strain at the hardest dive she had ever attempted.

She wasn't accelerating fast enough. It didn't matter, she kept going. If she couldn't save Twilight, she wasn't going to live with her failure. She finally caught one of Twilight's limbs in hers and pulled her friend into an embrace. She tried to pull up as hard as she could, knowing that there wasn't enough space to pull it off. She cried out in pain as one of her wings snapped from the force of her attempt. Knowing there was nothing more she could do, she hugged Twilight tight and closed her eyes.

She screamed in terror as something soft hit her side. She opened her eyes to see that she was mere feet from the canyon floor, moving along it, rather than toward it. She caught sight of a midnight blue wing just before she was dropped gently on the ground and simply decided to lay there in shock. After taking a few seconds to snap out of it, she sat up to see Luna leaning over Twilight with an ear to the unicorn's chest.

To many things had happened all at once as she just couldn't sort her thoughts out. "Is... Is she..?" she finally managed to stutter.

"No. No, she's fine," the Princess said as she stood back up with a sigh of relief. "That spell was just so draining that she passed out. In fact, she's in better shape than you are."

"Oh. Well, good. That's good..." She had to ask. "Princess... Princess Celestia said you two couldn't do anything about the Elements. Why are you here, Luna?"

Luna trotted over and pulled Rainbow into a tight hug. "We can't, but my sister would never leave you girls to face this alone! And... And neither would I..." Rainbow felt a warm tear drip onto her neck. "You girls are my friends, and you're the only one's I've got..."

She two of them sat for a few seconds, sharing each other's comfort.

"Rainbow Dash?"

"No, I'm alright."

Luna broke the hug and looked at Rainbow tearfully. "Rainbow, please. I'm here. You don't have to carry your burden alone anymore."

It was too much. Rainbow broke down and for the first time in a long time, she began to cry. She buried her face in Luna's chest and just let it all out. "Why is this happening? How can my friends be hurting each other like this? I'm tired and I'm scared and I just want things to go back to the way they were!"

Hundreds of miles away, Princess Celestia felt something familiar. A feeling she hadn't felt in over a thousand years. The worst feeling in the world. The feeling of her sister's heart breaking.

It was something Celestia had hoped never to feel again, but there was nothing she could do about it now; there were bigger concerns at the moment. Besides, the Princess of the Night was stronger now. And she had friends who cared for her, even if those friends had lost their way...

She glanced down at the ancient book in front of her, going over its words once again.

Trust will die.

There will be no other path.

The anger of a million souls will fill the air,

And all will feel only *Malice toward their fellow man.*

Celestia knew that the ponies of Equestria often prayed to her in times of hardship. It gave them comfort, even if she couldn't hear them. She had never had such a luxury. There was no greater being watching over her, no magical force to give her guidance. She only had herself.

She had never felt this alone in all of her long life. She didn't know who she was speaking to, or even if there was anyone there to hear her, but for the first time in her life, she bowed her head and prayed.

She prayed for the timid young pegasus on whom rested the fate of the world.

Malice

Twilight carefully returned the book she had just finished to its proper shelf. It had been a week since Betrayal was defeated and still her friends were avoiding each other. Rarity wasn't speaking to AJ, AJ wasn't speaking to Rarity and Pinkie didn't want anything to do with either of them. Making things worse, Fluttershy refused to even look at any of them and had all but barricaded herself in her room, punishing herself for something only she knew. Unable to get them to see reason and not wanting to make any of them even angrier by spending time with one of them over the others, she had simply resigned herself to the Canterlot Library, just like when she was a foal. At least this time around she had Dash to keep her company company.

She selected another few books and returned to the table where Rainbow sat. Twilight still felt terrible that the pegasus had broken a wing trying to save her, but at least it gave Twilight a reason to finally explore the fiction section after all these years.

"Here, you might like these. They're all science-fiction," she said, gently dropping the stack on the table.

Rainbow raised an eyebrow and looked up from her current selection. "Science-fiction? Daring-Doo is one thing, but I don't think I can handle anything sciencey, Twilight," she said with some apprehension.

"Oh, its nothing like you're thinking," Twilight giggled. "Its mostly space battles and robots and the like."

Eyes wide as dinner plates, Rainbow dropped the book she was reading and dove at the new stack. "Sometimes I think you know me better than I know myself, Twilight," she said with a large grin.

Twilight had just sat down herself when a member of the guard approached her. She knew that this meant before he spoke a word; after a few initial failed attempts to bring the group back together, Celestia had decided it was best to just let them relax and cool down on their own. If the Princess was summoning her now...

She glanced over at Rainbow, who had already stood up dutifully, looking as determined as ever. Rainbow gave her an encouraging nod and Twilight stood up as well, feeling slightly better. The pair followed their escort to the throne room, which was now filled with all manner of maps, scrolls and old books, having become almost a base of operations during the crisis. It had gotten so cluttered that the Princess had taken to holding court elsewhere, refusing to move the makeshift headquarters to a less-used space.

When they arrived, they were astonished to see Celestia laying on the floor surrounded by several maps and reports, rather than on or near her throne, comparing each document to the others. Aside from her and the dozen or so guards, the only other occupant was a gloomy-looking Fluttershy, who stood off in a corner staring at the floor. Twilight and Rainbow trotted over to Celestia and greeted her enthusiastically.

"Thank the stars he found you so quickly! The next Element has appeared in a big way..." she said nervously, floating a missive over to the pair. Twilight used her own magic to take it and hovered in in between her and Rainbow so they could both read it.

"It burned down how many villages?!" Rainbow said, somewhere between an enraged scream and an unbelieving shout. "But the other Elements only cared about getting to us! Why would it do something like this?"

"Dash, please calm down," Twilight pleaded softly. "This Element, Malice, is the embodiment of hatred itself! Its something none of us will ever understand." She placed the letter gently back where Celestia had originally picked it up from. "I actually feel kind of bad for it... To spend all eternity feeling nothing but rage and spite, never being happy or loved. I can't imagine how awful that must feel; worse than any torture. Nothing deserves that, no matter how cruel they were in life."

"I hadn't thought about that," Rainbow replied pensively. "Well maybe when we defeat it, it'll be free? Maybe we can help him find peace?"

"I truly hope so, Rainbow Dash," Celestia said comfortingly, "but its more important that you stop it. This one will be particularly difficult, for not only is Malice far more powerful than the first three, but you will be at half strength."

"What?" Twilight and Rainbow replied in unison.

"Your friends are still angry with each other and Malice is a creature fueled by anger. Until they can fully forgive each other and put all this behind them, they'll only make Malice stronger. Unfortunately we can't wait that long, it has to be stopped immediately. As much as it pains me to do it, I have to send you two and Fluttershy out to stop it without the rest of your friends. I have a carriage waiting for you and as you've probably guessed, Luna is not too far from where you'll be going."

As much as she despised the idea, it made perfect sense to Twilight. Well, most of it. "But Princess, Fluttershy's just as angry with herself as the others are at each other. Maybe more so!"

"I know, Twilight, but she is the embodiment of Kindness. As bad as things are already, you have no hope of defeating Malice without her. Just do whatever you have to to get through to her, there's nopony less deserving of the kind of self-loathing she's feeling."

A thought occurred to Twilight; one that made her give an involuntary smirk. One that just might work. She leaned over and whispered it into Rainbow's ear and by the time she was finished, the pegasus wore a matching smirk.

"Alright, Princess, we can do that. Just get Fluttershy into the carriage and we'll handle the rest!"

Celestia smiled, obviously encouraged by their words and said, "Well it looks like you have a plan already! No, don't explain it to me, I trust you girls and that would only waste valuable time. Its best if you leave immediately."

The pair nodded and ran to the carriage at a full gallop, Fluttershy not far behind being corralled to it by a few guards.

Fluttershy was now in the somewhat small carriage, wedged in between Rainbow and Twilight. Neither had spoken since she had gotten into the carriage and she had spent the entire time hoping that they'd remain quiet and leave her to her guilt.

"Hey, 'Shy?"

She knew it was too good to be true, Dash never could leave well enough alone. Still, all good things had to end...

"Yes, Rai- EEK!" She suddenly found herself being hugged from both sides, her companions simultaneously squeezing her affectionately. She had fully expected them to try something, but nothing like this. "Ummm, Twilight? Rainbow? What's going on?"

"We miss you, Fluttershy, "Twilight whispered softly. "It hurts us to see you beating yourself up like this and we want you back. We want our friend, the sweetest, most caring pony we know to come back to us!"

"But I'm an awful friend! I'm selfish and inconsiderate! Why else would I feel this way?"

"That's not true and you know it!" Rainbow retorted angrily. "If you were as bad as you say, you wouldn't feel bad for feeling like that! uhhhh.... If that makes sense..."

Fluttershy chanced a glance at Rainbow only to see her looking confused, as if trying to sort out what she just said. "But-"

"Look at it this way," Twilight said to her, using her hooves to turn Fluttershy's head so they were looking each other in the eyes. "Sure, you're jealous, but do you ever want us to not be where we are?"

Fluttershy shook her head.

"Okay, now have you ever thought to yourself 'I hope they fail' or wanted us to mess up?"

"No never! No matter how badly I wanted what you girls have, I'd never want something so mean!" Fluttershy said quickly, horrified of even the thought of such a thing. She hung her head; did her friends really think that low of her? She felt the tears coming again when she got a warm tickling sensation on her neck. She realized that Twilight was nuzzling her and looked up, meeting the unicorn's gaze once more.

"Then its alright, Fluttershy! Its okay to be jealous, as long as you're not spiteful! You just have to start telling us when these things are bothering you!"

"And besides," Rainbow said, finally speaking up again, "we'd never leave you hanging! You're one of our best friends and we'd never leave you behind for anything, even if we had to pool our bits and buy you everything ourselves!"

She wanted to cry again. Cry for how happy she felt, for how terrible she felt for putting her friends through this, and for how much she loved her friends. She wanted to cry, but she just couldn't. Instead she laughed. She laughed, more relieved than she had ever been before.

She pulled her friends into a hug, wanting to be as close to them as possible. Not thinking at all about what lay ahead.

"This... This is terrible!" Rainbow choked out. They had begun to explore the latest attack site to find it still alight. "We knew it was attacking settlements, but I didn't think... the villagers..." She couldn't finish. Nor did she have to; both Twilight and Fluttershy understood her perfectly. It was all gone; plant, animal, building and... pony...

Nothing had been spared from the flames.

They slowly walked through the village, saying nothing in a silent vigil for the lost. It was unlike anything Twilight had ever seen. The sun was completely blocked by thick black smoke, the burning skeletal remains of the village's buildings provided the only light and the ground was covered in ash, causing them to leave footprints behind them.

She had heard about flash fires before, as uncommon as they were. Accidents causing an entire town to burn down within minutes; she knew it was something nopony would be able to imagine the impact of without surviving such an ordeal firsthand. But for this to be intentional? The concept was completely alien to her.

"I- I don't want to be here anymore..." Fluttershy stuttered, barely able to speak.

"I'm with her. Let's do what he came here for and go home. I need to sleep. And to cry. Crying seems nice right about now," Rainbow said next, most likely drifting in and out of shock. Whether Rainbow even realized what she was saying or not, Twilight couldn't have agreed more. She closed her eyes and focused her magic; something this powerful had to have left some kind of trail.

She was in luck. The Element hadn't left a trail, but it was close enough where she could feel its presence. It was very close.

She beckoned for the other two to follow her and led them slowly towards the other end of the village. Sure enough, a cloaked figure floated at the edge of town, gazing silently over the quarry that was once the source of the village's income.

It silently turned to them and she got a good look at it. At first glace, it was nothing more than dimly glowing coals inside a tattered set of hooded robes, albeit one made for a pony twice Celestia's size.

"Its a wraith..." Rainbow muttered. Noticing the other two staring at her she elaborated, "The angry spirit of something long dead that came back for revenge."

Her friends continued to stare at her. After a few seconds she realized the source of their confusion.

"There was one in a Daring-Doo book... Don't judge me!"

Fluttershy began to giggle at her friend, but was silent as the nearby flames began to roar loudly. The three of them turned back to Malice. As soon as they returned their attentions to it, the flames died down to their soft crackles again. The hems of the robes caught fire and the hood moved as if the invisible creature wearing it was looking directly at Twilight. She took a step forward, accepting its wordless challenge.

Without further warning, a searing jet of fire shot out of one of its arms right toward the group. Flinching and acting purely on reflex, Twilight brought up a magic shield and felt it shatter almost immediately. Even so it had stopped the flames. She opened her eyes again to see Malice completely aflame now, charging up a second blast with both arms. She wouldn't be so lucky a second time. She glanced desperately back at Rainbow, trying to convey her fear. Rainbow nodded, knowing what to do next.

The next blast came faster and stronger. Twilight teleported into a nearby alley, blinking back into reality just in time to see Dash grab Fluttershy and dive into the alley with her. Malice's attack exploded violently, incinerating the very ground they had been standing on only moments before.

"I think he's actually trying to kill us!" the blue pegasus gasped.

"Gee, you think?" Twilight couldn't help being sarcastic even at a time like this. It was a coping mechanism.

Malice burst through a nearby wall, a shrill screech emanating from it. "NO ESCAPE!"

"I think he's angry," Fluttershy squeaked.

Using her magic to drag her friends along until they got back to their feet, Twilight retreated down the alley and around a corner. "Quick! We'll lose him in the back streets! He's too big to follow us!" Almost as soon as the words left her mouth, the demon tore through another building as if it was mere paper, this time appearing in front of them.

"Anymore bright ideas, egghead?"

"Everything here is too flammable! We need to find somewhere to hide that he can't burn down!" Fluttershy explained urgently.

"The quarry!" Twilight shouted, not particularly caring if their pursuer heard them or not. The three of them turned around and ran down their current alley, reaching the quarry and beginning their slide down its walls just as a third jet of fire roared over their heads.

They hit the bottom and rolled a few feet before coming to a stop. Ignoring the current aches and trying not to think about how she would be feeling tomorrow morning, Twilight dragged herself to her hooves, looking around for what she desperately hoped was there.

It was. The quarry's water tank; full by the look of the gauges. She galloped over to it, hearing Rainbow and Fluttershy close behind. She began to tug it upwards with her magic and after the longest 15 seconds of her life, it ripped free of its restraints and not a moment too soon. She looked to where they had descended to see Malice charging down the same wall with reckless abandon. Aiming carefully, she hurled her payload with all her magical might. It exploded on contact, soaking the screaming spirit and dousing the flames. He ceased all signs of life; hanging in their air, a grotesque effigy of dripping cloth and charcoal.

She smiled to herself, allowing the small bit of relief to wash over her, then was knocked head over heels as Malice exploded violently. She blinked the stars out of her eyes and groaned at what she saw. Malice, far from being defeated was now more pissed off than ever. The robes and solid core were all but gone, he was nothing more than living flames at this point; a lot of living flames.

"ALL MUST DIE!"

"Why can't things just go right for once?" she muttered to herself hopelessly before something grabbed her tail and pulled her behind a nearby boulder. She looked behind her to see Fluttershy spit out her tail. Rainbow was laying against the boulder, holding a hoof on a bleeding cut on her head.

"Don't worry, 'Shy says its just a cut, not as bad as it looks," she said, attempting to give a reassuring smile, but nothing could hide her own feelings of fear. "So, Twi, got any spells that can beat this thing in that big brain of yours?" It gave Twilight a small feeling of warmth, that Dash could still act upbeat, even if it was for show.

The ground shook.

"Oh! Oh, my... He just blasted apart a boulder bigger than this one," Fluttershy said quietly. "It looks like he thinks we're on the other side though, so we should be safe for now." She too then looked at Twilight expectantly.

"Well, there are three that come to mind... I learned them for world-shaking emergencies only, but I guess this kindda counts..." she said apprehensively. From the looks on their faces, neither Rainbow nor Fluttershy liked her tone. She wasn't going to sugarcoat it, her friends didn't deserve that.

"The first one is something I recently developed myself. Using my personal connection to the Elements of Harmony, I try to mimic their powers; I might be able to use it to break whatever hold his anger has over him and maybe redeem him. The other one I found in an old study on Earth Pony lore; it should break up all his energies and return them to the land, allowing him to pass on peacefully. The thing is, I'm not sure if either of them work..."

"What about the third one?" Fluttershy asked, begging her to continue.

"The third would definitely work, but its unforgivable. Celestia has never even used it! She'd be furious if she knew I was even aware of its existence let alone the fact that I how to do it. I can't imagine what she'd say if I actually used it!"

"Alright, so that leaves us with the first two, but you sound afraid. Like, more afraid than you should be. What aren't you telling us?" Rainbow said commandingly.

She had to stop stalling. "The spells, all three of them that is, need a lot of magic. Even trying to cast one of them would take years off of my life, maybe even kill me..." There, she said it. They wouldn't like it, maybe even hate it, but she knew they'd understand that she had to choice.

She felt Fluttershy hug her. "We're here for you, Twilight..."

"Yeah," Dash's hoarse voice called out. "Please, Twilight, we may not have any of that type of magic of our own, but please, use us! Draw power from us! It probably won't be enough to keep you from hurting yourself, but maybe it'll hurt a little less..."

"Rainbow?"

"Do it, Twilight!" Fluttershy said to her. ""I know that nothing we can do will change much, but we can at least share the danger!" Fluttershy grabbed her hoof. "Please, let us help..."

"Al- Alright. But that still leaves him. I doubt he'll just sit there and let me cast the spell. We'll have to find a way to hold him off while I can charge it."

"Oh! That's easy! Fluttershy said with a giggle. "We forgive him!" Before Twilight could react, Fluttershy trotted out from behind the boulder and right up to the still rampaging Malice. "Now, Mr. Malice, I know you don't deserve it, but I forgive you for all of this. I'm not mad at you any more."

Malice screeched and waved an arm, completely engulfing Fluttershy in incinerating flames. Twilight screamed out in horror and anguish, only to be silenced when she saw that Fluttershy remained there, completely unharmed.

Twilight could only stare. Was it really that easy? She left the sanctuary, still fearful, but allowing only calming throughts into her head. By the time she reached Fluttershy, she felt no anger or hate toward the wretched creature before her. Only pity. She didn't want to punish him, only help. For all of Malice's crimes, as unforgivable as they should have been, it felt good to let go. She smiled inwardly as she heard Rainbow join them. She stared right into Malice's eyes with all the courage she could muster, waiting for the retaliation she knew would come.

The blast hurt. It felt like needles pricking her skin, but it didn't burn. The pain was barely skin-deep. For all his unbridled power, all his unholy hatred, Malice couldn't hurt them anymore.

Twilight began to channel the spell. She hadn't decided which, but it didn't matter at this point, they all started the same way. After a few seconds, she felt her heart connect to Fluttershy's, then Rainbow's. It was like nothing she had ever felt before; all of their feelings laid bare. No matter what happened, she knew they loved her. She was also happy to feel their joy at finding out that she loved them too. Any secrets, any hidden feelings... They didn't matter anymore, they would forever be closer than even siblings.

She opened her eyes, expanding the channeling to Malice. He responded by summoning a blazing inferno and she could feel his thoughts in her heart. This was what he wanted. This was the fight he had traveled the cosmos in search of. The poor creature... That was when it all went wrong for both of them.

The full force of Malice's mind hit her like a freight train. He was a dark pit of wrath and malevolence. All he wanted was to see everything die, die by his hand. And what wasn't even the worst part.

No, the worst part was that he liked what he was. The thought was completely incomprehensible to Twilight. The spirit had found some form of twisted enlightenment in his rage. For all his violence, he was at peace with himself and himself alone. There would be no redemption for him.

Twilight locked eyes with him. There would be no redemption for him and Twilight would feel no remorse for what she must do.

Yes, a soft masculine voice said in the back of her head. She began to remember that the emotional connection was mutual. Do what must be done, anything less is unforgivable in and of itself. To face your opponent with half a heart is the gravest of insults. I've tried to kill you because I respect you and you deserve nothing but my full fury.

She continued to glare, putting the finishing touches on the spell, saying nothing, knowing that he knew her every thought. She felt him struggle against her power, fighting her to the end. As much as it disgusted her, she understood why. He didn't fight for his own survival, he fought to fight. As the spell finished channeling, it coalesced to the tip of her horn, waiting only to be unleashed. Even with her heart connected directly to Malice's, she felt nothing for him. She felt nothing at all aside from determination.

Malice simply nodded to her. I'm not done with you, we'll finish this on the other side. Until then enjoy your peace.

She pumped the full force of the spell into him and passed out as he disappeared.

She woke up to find herself being pulled into the carriage by one of the Royal Guard. She soldier gently lay her down on the seat across from Rainbow and Fluttershy.

"Which one was it?" Fluttershy asked weakly.

Twilight smiled at her concern, even if it couldn't be more misplaced. "Number three."

"I... I thought you said it was unforgivable."

"It is," she responded softly. "I sent him to the empty spaces between the stars. A lonely place from which there is no escape where he'll remain until beyond the end of time. But I actually think he might like it there..."

The emotions she had felt inside Malice still clung to her like tar. She almost felt like she'd never be clean again. How could anything exist like that?

"Oohhh... I can't move..." Rainbow groaned. The three of them had made it as far as the throne room before they could go no further. Celestia, both grateful for all they had done and remorseful for what she had put them through had everything else removed from the room and had her guards build up makeshift mattresses of giant pillows where they lay. The three ponies now lay a yard apart from each other, beaten, aching and exhausted. "Figures, my cast comes off and I can fly again, but now the rest of my body doesn't work so I'm still grounded."

"At least the Princess let us stay down here and made us comfortable rather than having somepony carry us up to our rooms. I don't want to be alone again..." Fluttershy whispered audibly.

Twilight said nothing, simply sighing with pleasure as a nurse gently applied an ice pack to her very sore neck. The Royal Librarian had personally brought down what looked like half of the library for the three of them, but Twilight was waist-deep in Celestia's old tome. She didn't expect to learn anything more about the Elements of Discord, nor was she looking. The book contained tales and reports from across time, some penned tens of thousands of years ago by creatures who's descendants were long extinct. She felt she could read the whole thing over and over for the rest of her life and not even begin to scratch the surface of what it had to teach her.

Even this treasure of the ages couldn't stop her from noticing three guilty-looking ponies enter the throne room, despite their best efforts to look inconspicuous.

"We... We heard about what happened..." Rarity said delicately.

"Yeah. We're not very good friends if we just let you go put yourselves in danger while we sat here being mopey," Pinkie said next.

"What we're trying to say is... Ah realize I started that whole mess back in the canyon..." AJ started.

"But we all acted in the worst way imaginable," Rarity finished for her.

"After we got the news of what Malice did to you guys, we all made up on the spot," Pinkie continued.

"And Ah wanted to say... We all wanted to say that we're sorry. We should've never put our problems before our friendship like that. Ah just hope the three of ya can forgive us eventually."

"Just shut up, AJ," Rainbow said, making Applejack flinch. "We forgave you the moment you stepped in here. We're just happy that we're all back together!"

"You mean it?" Pinkie squealed, diving into the center of the three floor beds before anypony could reply, careful not to touch her aching friends.

The next few minutes were spend in a joyful reunion of sorts, all brought to a halt when Twilight felt the magic around her shift. Without even realizing it, she turned to the fifth page in the blank section of the tome.

Hatred consumes all,

And for it all shall fall.

The land will be blanketed in *Despair***

And the world will be returned to the black...

All five of them looked at Pinkie, who was trying to put on her bravest face. Even the party pony's unbreakable will was shattered when a gruff, metallic voice echoed across the sky, voicing the very thing Twilight had been feeling since they first entered Thunderhoof Canyon.

"ALL HOPE HAS DIED!"

Despair pt. 1

"A blizzard..." Applejack repeated Celestia's words bluntly. "The end of the world's commin' and its a bucking snowstorm. What kind of stupid... Why would..? Can't you just send in a weather team or two and have them clear it up?"

"I've lost two of my best teams to it already, Applejack," Celestia replied softly, casting her worried gaze over Rainbow Dash. Rainbow had gotten the news about it yesterday and was not taking it well; she had grown up with some of those ponies. Celestia knew that Rainbow had disliked most of them and that they had often bullied her, but for something like this to happen...

Celestia wanted to be able to talk to Rainbow Dash. The Princess knew what she was going through and it pained her to see such a strong pony hurting like this. She wanted nothing more than to just sit the poor mare down, one-on-one and let the pegasus cry on her shoulder.

She wanted to, but there was no time. Every second the storm was growing. Every second more ponies were swallowed by its slow but tenacious advance. Hopelessness himself had arrived in Equestria and he was taking no prisoners.

"The Royal Librarians and I compiled a report and gave it to Twilight an hour ago. She's finished reading it by now and already has a plan or two, knowing her, but please, there's no time left!" Celestia said to the group quickly, trying to usher them out the door. When they had finally left, she ordered the guards out of the room, needing to be alone. There were hundreds of things she needed to do from coordinating the relief efforts and organizing the remaining weather teams for cleanup, to preparing evacuation and battle plans just in case the girls failed. So much work to do, but all she found herself able to do was sit in front of a window and stare at the northern horizon. She couldn't see the storm yet, but she knew it was there.

She could feel the fury at the situation welling up inside her. She had spent her entire life trying to prevent this. She had worked tirelessly day and night for well over a millennium keeping the hopes and dreams of her people alive to stop this event from ever occurring.

Despair... She thought to herself. That which she hated the most out of anything. The emotion which had brought down every civilization that had existed before. The feeling that had driven her to send the pony she loved most to the moon for a thousand years. The concept she had sworn she'd die before she ever let it infect her subjects.

And now here she was, once again feeling it herself.

This was going to be a long day.

"Too... tight..! Can't breathe!" Pinkie Pie gasped as Applejack tugged the cord on her jacket.

"Sorry, Pinkie." She gave some slack and suppressed a chuckle as Pinkie returned to her natural color. "Ah'm just tryin' to make sure you stay warm. You'll freeze in minutes out there, even with all yer bouncin'!"

"I still don't understand why Twilight and Rarity can't just use their magic to help!" Pinkie grumbled.

Applejack sighed to herself. Maybe Pinkie'd understand the fifth time around? No, she probably got it the first time around, she was just complaining for the sake of complaining.

"Because, Twilight doesn't know how long we'll be out there and she doesn't want to run out of magic in the middle of things. Ah don't know about you, but Ah don't want to be caught out in the middle of this without magic or winter clothing." She pointed a hoof to a quickly darkening window. They had made it by carriage as far as they could before the snow started falling and were now holed up in one of the guard barracks. A few minutes ago the window had shown nothing more than a few flurries, now snow was falling freely.

"I know, I know, I'm just scared..."

"We all are, Pinkie," she said, finally understanding her friends strange (well, strange for her) attitude, "but think about it this way. No matter how it ends, we'll all be there together. Now, come on. Rainbow said we only had five minutes before she wanted to talk to us, and things are strange enough with Twilight putting her in charge." Of course she knew exactly why Twilight would put the weather pony in charge of a situation like this, but had hoped the words would be able to extract a smile from Pinkie. They had served their purpose flawlessly.

She wasn't surprised to see that she and Pinkie were the last ones to enter the meeting room, Fluttershy had been talking things over with Rainbow while Twilight and Rarity had been planning some magic-related thing and had probably went running to Dash as soon as they had reached a snag.

"Alright, listen up, fillies!" Rainbow said rather loudly, standing at attention like she was a drill-sergeant. She pointed to a large map on the wall, heavily marked by Twilight. "Twi narrowed down our target to this area using... some form of magical gibberish!" she said, pointing to an area on the map.

"I tracked the traces of his magic, Dash," Twilight called out with a groan.

"Yeah, she did that," Rainbow said giving her a guilty look. "Anyway, based on the cloud patterns, her work all adds up. She's placing Despair at the center of the storm-front. The weirdest thing though is the storm isn't moving at all, its just growing in one direction so that it looks like its moving."

"So, we decided that Despair himself has to be moving with the storm, instead of just controlling it from far away," Fluttershy said, finishing Dash's thought.

"Well, Ah'll give it to ya, it sounds like ya'll have everything planned out. Between you and Pinkie, we should have this thing in the bag," Applejack responded enthusiastically, glancing at the other earth pony out of the corner of her eye. Pinkie may have made it her permanent job to make sure everypony was smiling, but in a situation like this, she often forgot to smile herself. There wasn't much AJ could do about this whole situation aside from provide support to her friends, but she'd gladly do it; even if it meant a full-time job of saving Pinkie from herself.

Applejack was pleased to see that she had accomplished her goal; it wasn't the wide grin she had been hoping for, but there was a smile on Pinkie's face nonetheless. "Alright girls, there's no point stayin' in here. The sooner we get going, the sooner we stop this and Ah'm pretty sure nopony wants this to go on for longer than it has to," she said, hoping to excite them. Once again, her enthusiasm worked, the other five jumped up and trotted out the door with a cheer. It really made her glad to see that. Betrayal may have been behind her turning on her friends, but that didn't mean she wasn't going to do everything she could to make up for it.

Fifty miles away, Despair could sense the changes on the wind: his rivals were rallying; they intended to make him fight for every inch. It didn't matter. None of it mattered. He was tasked by powers infinitely greater than himself with returning darkness to the world as he had done so many times before, and he hated to disappoint. It didn't matter what this land was called, nor who inhabited it. All must be destroyed.

He cracked the joints in his ancient neck and waved his blizzard forward. He didn't think he would've liked it here even when he was alive, everything was too fake. The seasons, the sunrise, even the happiness was artificial; all put in place solely to keep him out, and it was all for nothing.

They would pay for their hubris.

It had been only 18 hours since they had set out from the barracks, and for the tenth time Pinkie Pie couldn't feel her ears. They had already stopped in several abandoned houses several times so what Fluttershy could treat them for frostbite and she herself had caught Rarity with a mild case of hypothermia just in time for Flutters to prevent anything serious from happening.

They were getting close though. She didn't know whether it was her Pinkie sense or her connection to him, but Despair was close. She felt it like a knot in her stomach. He was close and he was angry. She didn't want to do this; she was sick of the monsters and the misery, but she wasn't going to give up. Her friends did their best to put on smiles for her, but she could see through their masks and they were all hurting. As much as she was dreading facing her counterpart, she would do anything to put the real smiles back on their faces.

She felt him before she saw him. He was standing on top of a nearby hill, glaring down at them, obscured by the snow. She pulled on Twilight's tail and motioned with her eyes when the unicorn turned around. Twilight immediately understood and nodded her reply. She gave Pinkie a reassuring hug and stopped the others. As one, the group turned around to face what none of them doubted would be their worst trial yet.

They found him exactly where Pinkie knew he would be, silhouetted as a black shadow against the grey sky. She had never seen anything like it before outside of a few very old storybooks. It stood on two legs, but was nothing more than a full suit of shiny black armor, trimmed in silver. He turned to them and Pinkie finally got a full view, though she wished she hadn't. The armor was shaped to resemble something out of a nightmare: horns, spikes and blades adorned it in its entirety. The only openings were two eye-holes, inside of which Pinkie could only see a cold flame flickering, the same color of her own eyes. One single thought burned its way into her mind: if true evil existed, she was looking at it.

"Alright, you," Rainbow began, but she was cut off. Despair gently stomped a grieved foot and the snow under the pegasus exploded, sending her sprawling onto her back.

"Silence..." It was the same voice they had heard back in Canterlot shortly after Malice's downfall, confirming what they already knew. They opened their mouths to protest, but were silenced once more when he help up a hand. They despised him, but the mixture of respect and fear that he commanded was nothing if not absolute. They simply stood there quietly as he watched Dash dig herself out of a snowbank, coughing up slush.

Once she had retaken her place in the line, he glanced toward each of them in turn. "There will be no grand speeches, nor will there be any epic heroics. You will step aside and die comfortably in a manner of your own choosing, or you will die here and now by mine hand. There is no other path."

His piece said, he raised an arm to the sky and a large object began to twist itself into being from the ether. Within moments, a large mace, matching his armor in both color and wickedness had coalesced.

"Ohhh... That can't be good," Pinkie heard AJ mutter under her breath.

She felt a series of twitches shoot through her body that she had never experienced before. She didn't know what it meant, but every fiber in her body was screaming for the same reaction. "JUMP!" she screamed, and not a moment too soon. Despair brought the massive weapon down faster than she had ever thought would be possible with such an unwieldy thing, slamming it into the ground. A shockwave rippled through the snow-covered ground, ripping apart the trees in its path and passing harmlessly through the ground the ponies had been standing not moments before.

He brought it back up with a flourish and calmly placed his second hand on its grip before saying, "We begin..." and swinging it again. A ball of ice easily twice the size of Spike exploded out of it, Pinkie shoved AJ out of the way just in time to avoid the freezing death.

The twitches were coming now as fast as she could comprehend their meanings. She dove every which way, calling out to her friends without even hearing what she herself was saying, just trusting herself to keep her friends safe. Even so, she kept thinking. Twilight was much better with coming up with plans, but there was no time to let the brilliant unicorn do her thing. Pinkie grinned to herself when she saw the look she had been waiting for enter Dash's eyes. She had been doing her best to get the her in a position to flank Despair, and it had finally paid off.

Rainbow leapt as hard as she could at the armored menace, but just before she reached him, it all went wrong. Without taking his gaze off of Twilight, he waved a hand in the charging pony's direction and a gust of freezing wind carried her off course and slammed her into the ground hard.

His next swing was with only one arm, much slower than his previous attacks. Grinning, Applejack spun on the spot and dig in with her front legs. She bucked with all of her might and immediately regretted it as her hooves connected with the frozen mass. Pain wracked her body as something in her legs strained, but any feelings of doubt were removed when she felt the projectile change direction.

She looked over her shoulder, hoping to see Despair fall to his own attack and her jaw dropped. Far from being harmed by it, he simply snatched it out of the air like some mind of misshapen baseball and hurled it back at her; no magic involved. She closed her eyes and waited for the impact, but instead heard a shatter and a scream as Pinkie threw herself in the way.

As much as it pained her to do so, Twilight took advantage of the momentary distraction to teleport behind him and charged up a spell. She released it and blasted him with everything she had, only for it to glance off her armor as if she had thrown a pebble. He spun on the spot, grabbed her horn, and threw her over his shoulder, where she landed in a heap near the injured, crying Pinkie. It was then that she felt a warm sensation on her forehead. Was she bleeding?

No, it was her tiara! She had forgotten that she had been wearing it. She glanced around and noticed that all of her friends had gathered around her and the fallen Pinkie Pie, all glaring at Despair with nothing but the deepest loathing. And that was not all, their necklaces were glowing. Pinkie's selfless actions had finally brought them together enough for her to end this. She grinned to herself as a familiar feeling of happiness, love and warmth spread over her body. She felt herself being levitated and the air around her began to glow. She was blinded by a bright white light for only a moment before a rainbow filled her vision. Finally, she felt her hooves touch the ground gently, the ritual complete.

She opened her eyes, not even realizing she had closed them, and her heart sank. Despair still stood there. The smoke coming off the gauntlet he had used to block the spell was the only indication that anything had even happened.

At that moment, Twilight understood why he represented his Element. They had given everything they had in what they were hoping was going to be the grand battle to save the world and he had simply batted them aside like some minor annoyance.

She should have been thinking of some new plan of attack, some other way to salvage this, but only one thing existed inside her. One thing permeated every bit of her being: complete and utter hopelessness.

Another thought entered her brain. One she had never thought would ever cross her mind.

We have to retreat...

Despair- Intermission

Twilight was sobbing openly and she didn't care who saw. She didn't care if her friends were all looking to her to lead them out of this mess. She was hurt, she was scared and she didn't care who knew it. She just didn't care anymore.

After being soundly beaten by Despair, they had fled south toward Canterlot, putting as much distance between them and the dark harbinger as they could. The six of them now hid in an old shack with only a small fire lit by Rarity to ward off the deadly chill. Fluttershy was doing her best to treat Pinkie Pie's injuries, but just didn't have the supplies she needed; the others lay huddled together for warmth.

"No! Stop it, Flutters! I need to go... I need..."

"Please, Pinkie, you're hurt. You need to rest," Fluttershy pleaded. Twilight lifted her head up to glare at the spectacle. All she wanted was some peace right now.

"No, I can't. Please, Fluttershy, can you..? Can we..?" Pinkie responded, pulling the pegasus closer, staring into her eyes. "I can't stay here." She hugged Fluttershy, who's stern expression immediately softened.

"O- Okay, Pinkie. I understand." She nuzzled the hurting pony and helped her up.

Gasping and clutching at what was probably a broken rib or two, Pinkie stood as tall as she could manage and addressed the rest of her friends, "We're going. I don't know where or even if we'll make it, what we'll be doing, but we have to. You've all done so much for me, now its my turn, so we won't be mad if you stay here. Cross my heart, hope to- ow..." She cried out as a stabbing pain in her chest stopped her from completing the motions. "Ugh... you know the rest..."

"Just please promise me one thing," Fluttershy said, pulling one of Pinkie's hooves over her back to give additional support. "Please stay together. I don't want any of us to be alone when... Its just..." She tried to find the right words, but just couldn't bring herself to voice what she was thinking. "Goodbye..."

Twilight watched them leave silently. This wasn't right. She started to push herself up, grunting against the aches in her legs. She felt a pony but their head under her chest and push up, helping her to her feet. "Rainbow, what are you doing?"

"Come on, Twi. I know I'm not gunna be able to talk you out of this, so I'm coming with."

"But, Rainbow, you don't have to do that!"

"I know I don't, but I want to. Somepony has to keep Pinkie out of trouble, besides, I can't let you of all ponies show me up, now can I?" she said back with a smirk and a wink.

Twilight knew that she had other reasons she wasn't stating. Other reasons that she only knew about because of their encounter with Malice. But that was alright. It didn't matter why, but she was going to have Rainbow Dash at her side, and that was enough.

Applejack watched the pair leave apprehensively. She could feel Rarity staring at her from across the room.

"I believe them when they say that they won't be mad if we stay here, but you do know they'll never let us live it down if the two of us do and all six of us make it through this."

"Ah know..." Applejack sighed to herself. And they called her stubborn. "Well, shall we?"

"If we must," Rarity said back, standing up.

Pulling their jackets back on, they left their shelter together.

Despair pt. 2

"Ah think this is crazy, Twi. Just puttin' that out there."

"It's not crazy, AJ. Well, okay, it's completely crazy," Twilight replied tiredly, "but its also brilliant!"

Pinkie's plan was a long shot, but Twilight was absolutely positive that it would work. The Elements of Discord drew their power from the presence of their respective emotions in all beings in Equestria. The reason Despair was so much more powerful than the rest is that the other four only had their own feelings to draw from; however, the damage they had dealt lasted in the hearts and minds of Equestria's citizens and served to fuel Despair's already formidable strength.

As soon as they had left their shelter, they had contacted the Celestial sisters and began to set things up. Twilight had designed what she didn't doubt was the most complex spell in Equestrian history and Luna had executed it perfectly; in fact Twilight was sure she could feel some improvements to it. After giving the Night Princess the instructions for the spell, Twilight had helped Princess Celestia gather as much magic as she could for the second part of the plan, which involved what was without a doubt the post powerful spell in Equestrian history.

Now, the six Element bearers stood with their back to Canterlot itself as the first snowflakes began to fall. The still wounded Pinkie was being propped up by Fluttershy and Twilight, still exhausted from her efforts with Celestia, was being held up by Rainbow.

"I admit that its probably the best idea any of us have ever come up with, but I don't dare get my hopes up," Rarity mumbled just loud enough for all to hear.

"We can't lose hope, Rarity," Fluttershy replied, just as softly, "Hope is all we have left..."

"I know, Fluttershy, I'm just afraid."

"We all are, Rarity, but we have to try! If we don't we lose everything!"

Rarity smiled and hugged her, "You always know just what to say."

"He's here," Pinkie injected solemnly. Indeed the snow was falling harder now and the temperature had plunged.

"It's now or never," Twilight said, giving Rarity a nod.

The fashionista closed her eyes, focusing hard on the spell to signal Luna and Celestia. She released the spell with a grunt and game a tired gasp. "That's it, once this fiasco is over, you're teaching me how you can do all this so easily, Twi."

Twilight smirked to herself at the banter, and began to grin as she heard Princess Celestia's regal voice echo across the land, following along the rivers of magic Luna had so meticulously placed.

"Ponies of Equestria, hear my plea! I know you are sorrowful and frightened, but you need not be! As we speak, a group of brave ponies whom you all know stands in the face of danger, desiring only to protect all I hold dear, to protect you. However, they are hurting and frightened themselves, they need your love and support in order to find the strength needed to stand victorious!"

"As eloquent as ever!" Rarity cheered with a wide grin. The snow stopped falling altogether as Celestia continued her speech.

Fluttershy began cheering loudly as the snow stopped falling. Everypony began to join in. Everpony but Pinkie Pie; instead, she had her eyes locked on something down the road leading into the city. It was then that Twilight noticed the living suit of bipedal armor standing not 30 hooves away watching their celebration, weapon in hand. This was it.

"Well?" she said calmly, doing her best to suppress the familiar feeling of dread growing in her, "Nothing to say?"

"Do not think you have won yet," is all he responded with. He raised his open hand to the sky and the clouds began to swirl and grow. The sky blackened as the sun was blocked out by the storm. It was darker than a moonless night and more than twice as sinister. The snow began again, a torrent of stinging ice and the land became obscured as the snow lowered the visibility to the point where Twilight could just barely see Despair's outline against the wall of shadows.

It was time for phase two.

She nodded to her friends. Rainbow passed her off to Rarity before chargin toward their enemy alongside Applejack. Twilight wished that this part of the plan had involved more than just those two, but they were the only ones fast enough to dodge Despair's assault for long. Her assessment was only verified when Despair brought down his mace on Dash in what would have been a bone-shattering blow had she remained still another moment.

The battle, if you could call it that, was tense. None of the four who remained behind could see the fighting clearly and the falling snow dampened the sound. The only thing that let them know the conflict was still raging was the frequent flashes of blue, blonde and silver in the darkness.

"Please, Celestia, hurry!" Twilight heard Pinkie moan softly as a sharp yelp reached their ears. As if on cue, Twilight felt the magic of the world shift. She could sense the familiar ring of the Princess' magic with traces of her own mixed in as she was blinded by a flash.

The snow stopped and the world was once again alight as the sun burned through the clouds, magically amplified by Celestia's wrath.

The fighting stopped immediately as the combatants all stared skyward. Despair had Rainbow Dash by the throat, mace raised above his head to finish her off. She took advantage of the momentary pause to kick herself free beckoning to Applejack who followed her back to their friends.

"A distraction. A clever ruse..." Despair whispered audibly, turning his gaze at the ponies who not stood facing him in a defiant line. "Delaying for time, and now the trap is to be spring." Twilight gave him the smuggest grin she could pull of as he raised his mace before him in an attempt to ward off the coming attack. "This is going to hurt..."

Twilight felt the magic of the Elements shoot through her body, stronger than she had ever felt before. Concentrating on her feelings for Celestia, her family, and most of all, her friends, she simply allowed it to flow. It blasted forth, striking Despair's weapon head-on. He pushed back against it, but the ornate head of his weapon shattered and the full force of the Elements of Harmony struck him in the chest. The blinding white glow enveloped the world.

When it was all over, Twilight was surprised once again to see him still standing there, but something was different this time around, he just didn't seem as threatening.

He emitted a gravelly gasp and began to cough. Then, growling, he drew himself to his full height, standing proudly before them. "It would seem I was mistaken..."

Twilight took a careful step forward, staring straight into his eye-holes. "You've lost."

"Yes, but do not think that you have won..." He raised a shaking arm and pointed at her. "One day, we will return. One day, Equestria will fall. You will survive maybe for a year, maybe not for a thousand years, but you cannot escape your fate!"

Before Twilight could reply, the aqua flames inside his helm spouted out of every hole and join on his helmet, coalescing into a small orb above his head. The flames then faded and the armor fell apart as if nothing had ever been inside them. As she began to approach it, it combusted into the same blue fire, burning away to nothing.

For better or for worse, Despair was gone.

"Royal Guardian, huh? That's a new one. I like it!" Rainbow said, striking a pose in her shiney new gold armor. In its gleam, she didn't look out of place against the stained glass of the throne room.

"Well, the Princess can't make us nobility or a royal guard and she's run out of titles to give us, so i guess she made a new one!" Twilight replied with a giggle.

"Yeah, but I believe that it was Luna who created this one."

"Indeed, she did, Rarity," Princess Celestia quipped as she entered the room.

"Oh! Princess, I apologize for-"

"It's quite alright," Celestia said warmly, cutting her off, "I am well aware that my sister wishes you not to use her title. Just because I prefer to use mine doesn't mean anything when it comes to her. You are free to refer to her as she wishes."

"Oh, very well," Rarilty replied, blushing slightly. "Though, Princess, I must say that while I don't normally like uniforms, these are certainly exquisite! Beauty, comfort and functionality all combined into one!"

"That's because I had Sweetie Belle send me the notes you wrote up when you were making your designer dresses," Luna said as she too entered.

"Really? I thought I had lost those, I must remember to thank her!"

"Thank her twice," Luna giggled, "I had originally only asked her for your collective measurements; it was her idea for the royal armorers to use the designs as references!"

"That would explain how they fit so well," Twilight said, stretching out to enjoy just how much freedom the armor allowed. The sound of a scuffle out in the hall stopped her from saying anything further. She looked at Princess Celestia, who only shrugged and toward the door. It burst open and a pony collided with her, sending them both sprawling. When she opened her eyes, she found herself staring into Dash's, except it wasn't Dash.

"Vinyl? What are you doing here?"

"Twilight, you've gotta help! It's in Ponyville!"

"Calm down, little one," Celestia interjected, trying to calm the panicking white unicorn, "what's in Ponyville?"

"I don't know! It hasn't hurt anyone yet, but it blew up the market!"

Twilight and Celestia exchanged glances as the latter used her magic to retrieve the thick tome that had caused them so much grief and turned to the final page in the once blank section.

"But, magic is... what..? how..?"

There was no tidy poem, no grand revelation.

Just one single word, scrawled along the bottom of the page by some being on their last breath.

One word smudged by an unmistakable drop of long-dried blood.

void

Void pt. 1

Celestia was taking no chances with this last Element. Before she had let Twilight return to Ponyville, Luna had been summoned back to the palace and appraised of the situation. Now, Twilight sat in a carriage wedged between the two Princesses. With the other five Element bearers as well as a good portion of the guard following close behind.

She was the first one out when they arrived, the acrid smell of smoke affecting her far more than her mentor's words of caution. Knowing exactly where to go, but not knowing why, she made her way to the library as fast as her hooves could carry her. Turning a corner, she finally caught sight of her home, but couldn't quite place what she saw.

To her, Void had obviously been the same species as Despair, but that's where the similarities ended. Where Despair was a gargantuan figure of ice and steel, Void was thin, scrawny and looked to be slightly smaller than Luna. Oh, yeah, he also seemed to be made of nothing more than a bend in reality.

Wait, what?

Twilight shook her head, trying to take it in. Void's body, if you could call it that, was nothing more than a distortion; looking like somepony made some oddly-shaped magnifying glass then imbued it with some strange magical glow. Completely featureless aside from its limbs, head and a pair of slate-grey eyes, she couldn't even sense his presence the way she had the others.

A loud crack brought her back to reality as she realized what he was doing: finishing off the last of the advance guard. She gaped as he brought a foot down hard on one of the two survivors' heads, causing a red pool to form underneath. She found her voice just as he bent down to grab the last guard under the chin.

"Hey, your fight is with me!"

The creature went rigid upon realizing she was there. It looked up and narrowed its eyes before twisting the fallen guard's head around violently. In a fit of anger, she charged up the strongest spell she could muster, but Void was ready. He stood to his full height and extended a hand towards her before making a fast pulling motion. A chilling motion shot down her spine as she felt the spell torn away from her. She shivered as the lost magic returned quickly, but she was powerless to avenge the executed soldiers.

"No... NO!" she heard a far too familiar voice scream from behind her. She turned and collided with the charging stallion, attempting to stop him mid charge.

"Shining, no! Please! He's too strong!" she pleaded, knowing that he wouldn't listen.

"This is my job, Twilight. I'm not backing down! He might stop my magic, but I can still pound him into dust!"

Tears ran down her cheeks as she opened her mouth to continue arguing, but a hoof on her shoulder stopped her. She turned to see Rainbow's determined face staring back at her.

"He has to do this, Twi," AJ's voice came from her other side, "and if this see-through creep wants to hurt your brother, he's going to have to get through us first. You in, Mac?"

Twilight turned to see the elder Apple stride up. "Eeyup. If you do something this stupid and crazy and I don't jump in, Granny'll have my hide."

Twilight could only watch as Dash took off and the four charged in unison. She could only watch as she knew from Void's first movement that this was not going to end well.

Rainbow arced around to come at him from behind while Big Mac and Shining Armor flared out too the sides, leaving Applejack to come at their target head on. Void's head flitted between all four of them before locking eyes with Applejack. Rainbow took the opportunity to divebomb him, intending to slam him right into AJ's hooves. Just as Twilight predicted, it all went wrong.

With less then a second left before being hit by Rainbow, Void spun to the side, avoiding her completely. Twilight heard Rainbow swear in the brief second she had before colliding hard with Applejack; the pair tumbled head-over-hooves for a couple years before coming to a stop, laying dazed on the ground.

Twilight snapped her head back toward Void just in time to see Shining Armor attack, running toward Void to impale the monster with his horn. Void reacted swiftly with a snap kick to the side of Armor's face, causing the knight to run by harmlessly.

At that moment, Big Mac reared up and swung his front hooves at Void's head, attempting to trample him. Void ducked around both blows and Mac twisted around, faster than Twilight had ever thought was possible for him, bringing his back legs up and unleashing a full-force buck at his foe's chest. Void grabbed Mac's ankles and buckled his knees, preventing the strike from connecting as the force of the kick dragged him along the ground for a yard or so. Not missing a beat, Void twisted around, pulling Mac by the legs over his head and slamming the stallion into the ground.

Void spun and intercepted Shining Armor once more. Dipping and ducking around Shining's attacks, Void countered with a series of quick jabs and cross-body punches, all to Shining's head and face, twisting his torso to put his full weight into every strike. After a few seconds, Shining Armor collapsed under the assault, out-cold.

During the short time Void fought the two stallions, Rainbow had got back up and started another charge. This time, Void side-stepped out of the way and grabbed the tip of her wing. He dug into the ground with one foot and used Rainbow's own momentum to spin around and release her back into Applejack just as the farm pony got to her hooves. They tumbled along the ground, yet again, this time landing in a crumpled heap in front of Twilight.

"Ughhh... Ya know, Twi, I was watchin' him hit your brother," Applejack mumbled with a groan, "he doesn't hit that hard, he just knows how to hit you so it hurts."

"Yeah," Rainbow said, pushing herself to her hooves, "and he knows how to move so you can't get hurt. I'd know, I use some of those moves myself. I don't think he's that strong..."

A buzzing sound filled the air and the group turned to see Void gathering a large, unstable-looking mass of energy in his hands.

"Although I could be wrong..."

He unleashed the gathered mass and Twilight felt the disorienting sensation of being teleported. When she could see again, she noticed that she was only several yards away, looking at a large semi-circular trench in the ground where she had just been standing.

"I cannot abide by this any longer!" The anger in Celestia's voice made her want to cower. Seeing her mentor angry had that effect no matter who the Princess' ire was directed at.

"But, Princess... you said..."

"I know what I said, Twilight," Celestia snapped back, glowing with the full rage of her sun, "but I will watch no longer. I will not let you get hurt again!"

The Princess squared off with the creature who dared threaten her favorite student, looking at him with the utmost contempt. He simply stared back curiously, his head tilted slightly. The look in his eyes... It was almost as if he had an amused smile on his face.

This time, Void made the first move. Still a good ten yards away, he unleashed a swift kick, releasing a shockwave of energy toward the goddess. With an angry shout, Celestia batted it aside with her horn. Twilight turned back to look at Void, only to find him gone. She glanced around nervously before looking up and gasping.

Void fell from the sky with the force of a meteor, landing on Celestia's back. The ground shook as he landed, dirt flying in every direction away from the impact. When the dust settled Void stood over Celestia at the bottom of a deep crater, the beautiful mare beaten and broken.

Twilight barely heard Luna's angry scream as the Princess of the Night unleashed a violent torrent of hellfire toward her sister's tormenter. Twilight watched, the world seeming to be in slow-motion, as Void slid around the spell, catching it in an outstretched hand. Like a ball thrown into the air, she blast slowed to a stop and instantly changed direction, accelerating backward. It was launched back into its caster's face. Luna gave a blood-chilling scream and collapsed unconscious.

Void trembled as he turned back to Twilight. She blinked the tears out of her eyes and stared directly into his. No regret, no fear existed there; only spite and annoyance. He shook with anger, seething at the world itself.

"Fine..." she said, understanding his wordless gaze. "Fine, you win..." She swallowed the lump in her throat, trying to keep from sobbing as she continued, "We'll fight you. We'll fight you all on our own. The Elements of Harmony against Void, nopony else. But not here. Someplace far away where nopony can get hurt."

A look of triumph entered his eyes; she could almost imagine a sadistic grin on his blank features. He raised an arm as Despair had done to conjur the blizzard for his final fight. Twilight glanced upwards, but instead of filling with dark clouds, the sky began to melt away, revealing an inky blackness underneath. She gaped as all of Ponyville melted, leaving her and her five best friends standing on a flat slate-grey plain that extended infinitely in all directions. She looked up again to see the sky was filled with millions of stars, many she had never seen before. She could even recognize a few constellations, but some of them were backwards! Stranger still, she could see her friends plain as day, despite the distinct lack of a light source.

"Sooo pretty! I want to have a party here!"

"What the..? Where the hay are we?" Rainbow stuttered next to her.

"I think we're in space... Deep in space. I don't think we can even see the sun from here!"

"Awww great, so he took us to the void?" Applejack groaned next. "Well, Twilight, you didn't want to fight him on our turf, so he took us to his. You just said 'far away,' you never said he had to keep us in Equestria!"

Twilight then noticed that Void was standing a few yards away, staring at the group. He extended an arm and an object, made of the same time-space distortion as he, began to form in his hand. Whether it was a gladius with a very long handle or a spear with a very long blade, Twilight couldn't tell, but it was no doubt a weapon. Void deftly spun it around, sinking into a low stance, both hands on the grip, blade's tip pointed directly at Twilight's forehead.

His meaning was obvious,

Time for round two.

Void pt. 2

"Hey! How come he gets a weapon?"

"Umm, well, Rainbow, we are wearing armor and he's not. Also, there's six of us and only on-"

A loud 'clang' rang out as Void barreled into Fluttershy, shoulder-first, interrupting the mare and sending her tumbling backwards. Applejack wheeled around on him, but her angry retort was also interrupted when he brought the pommel of his weapon around and brought it hard against the side of her head.

"We have to use the Elements..." Twilight muttered to herself, trying to draw in the energy needed as she ducked under the swinging blade.

Not yet. Said a voice in her head she recognized as her own. She shook it off, remembering the events in Thunderhoof Canyon. Please trust me! Not yet! She was weary of following the advice of strange disembodied voices, but something was different this time...

She released the energy she had built up, instead electing to dive in front of Fluttershy, parrying the blade end of Void's weapon with her horn. She gave him a smug grin, hoping to goad him into making a mistake, only to receive a kick to her chest as he turned to intercept a magic bolt sent by Rarity. She pushed herself back to her hooves and watched as AJ collided with the same foot that had sent her to the ground. Looking around quickly, she leapt into the air and tackled Rainbow Dash to the ground mere moments before Void's blade cut through the pegasus' original path.

"This isn't working, Rainbow, he's too good! We need to work together more!"

"I got ya! Pinkie, remember that prank we pulled on Lyra? Now would be a good time to try that again!"

Pinkie stopped dancing around Void's pole-arm to grin at Rainbow. "Okey-dokie!" she giggled and began to bounce around him in a loud, blatant (and successful) attempt to get his attention. Rainbow took off and spun around, waiting for him to miss Pinkie with yet another swing before turning to bolt straight at him.

"Hey, glass-face!"

Void turned to face her less than a second before she collided with his chest, sending him sprawling backwards. Pinkie dove behind him, crouching just behind his knees. He tripped over the pink pony, giving out a loud 'THUD' as he hit the ground.

Twilight wasted no time and hit him with the most powerful blast she could muster in the few short seconds he lay there. Breathing heavily, she took a few careful steps forward as he got back up, hoping to see some sort of damage on his non-body.

She wasn't disappointed; zig-zagging across his chest was a glowing blue-white line. A crack in his invisible armor.

"You... you actually hurt him!" she heard Applejack stammer, the expression on her face going from disbelief, to a startled realization and finally to a confidant grin.

Twilight prepared herself to finish him off when her own voice rang through her head again: Not yet!

Void, on the other-hoof, only displayed what could've been interpreted as a look of frustrated disappointment. Twilight readied herself as he took a few running steps forward, but instead of attacking, he leapt over her, slamming down between her and her friends with enough force to send them all skyward.

"Alright, so maybe ya didn't hurt him that bad..."

Twilight opened her mouth to respond, but the crackling energy Void had evoked commanded her attention. Shrieking beams of light, at least a dozen, erupted from the pommel of his weapon, arcing through the air toward her and her friends. Not bothering to even be gentle about it, Twilight sent a forceful pulse through the air, knocking her friends off their hooves, but barely saving them from the lethal magic.

To their credit, her friends all immediately got back up and resumed their own attacks before Twilight could say anything. She almost wished they hadn't and she was positive that they hadn't noticed a subtle but deadly change in Void's tactics.

No longer standing solidly and dueling the ponies, he had taken to motion. He spun his weapon constantly, lashing out with blade, fist and foot. A whirling torrent of razor-sharp death. All Twilight could do was throw up barriers whenever one of her friends got too close to the blade, trying to keep watch on all five at once.

"Ah got ya, you-" Before she could finish her victorious taunt, Void pulled his weapon in, spun around, and thrusted.

Applejack released the worst sound Twilight had ever heard as she inadvertently impaled herself on the weapon, its translucent blade sinking deep into her chest. The world seemed to move in slow motion as Void pulled the weapon back out and resumed his assaults, leaving a spattering of crimson droplets along the ground. Twilight felt herself run forward and collapse next to the fallen mare; unable to think, unable to do anything else.

The numbness began to fade, being replaced only by panic. She did her best to stave it off, trying to get her bearings. Pinkie and Fluttershy had joined her on the ground, both crying; somehow Rainbow and Rarity had kept their heads and were working desperately to keep Void occupied.

She wracked her brain, hoping to think of some way to reverse this, some loophole that would let her bring her friend back. She focused so hard that she almost didn't notice Fluttershy's necklace begin to glow. The light intensified until even the fighting ceased as all stopped to gape at the sight.

Fluttershy had dug her hooves into the ground, trying with all her might to drag herself away, but the Element of Kindness proved to be determined to stay in place. A fuzzy pink mote of light floated out of the butteryfly-shaped gem and drifted almost lazily toward the jewel around Applejack's neck. It passed silently into the necklace of Honesty, which itself began to float into the air, pulling the limp mare up by her neck. The soft glow enveloped her, growing brighter until she was nothing more than a dim silhouette in the floating orb. After what seemed like an eternity, the light faded, dropping a now unharmed Applejack gently to the ground.

"Uhhhgg... Wha' happened?"

"Oh thank heavens! We thought we lost you, AJ!"

"HA!" Rainbow cheered, turning to Void and getting right in his face. "You see that? No matter what, you can't beat us! We care bout AJ too much for something like you to take her away from us!"

Void didn't respond to her, not that anypony expected him to. Instead, he hit her square in the forehead with the pommel of his weapon, sending her to the ground. He then took a step backward and took off into the air. He curled up, pulling in energy from his surroundings. Next, he shot downwards at a blinding speed. He crashed right through the floor of the strange infinite arena and Twilight felt the ground collapse out from under her. Strangely enough though, she didn't start falling. In fact, the six of them were just floating there.

"Ah'm- uhhh, what's goin' on?"

"Wheee! This is great!"

"Oh dear... Is this what it feels like to be you, Rainbow Dash?"

"Not even close, Rare. This doesn't feel right at all!"

'Calm down, girls!" Twilight finally choked out. "He turned off the gravity, nothing to freak out about!"

"Hey, Dashie! You can move by thinking! This would be awesome to have back home!"

"Ummm, sorry for interrupting, but where did Void go?"

Fluttershy's words snapped them out of their combined wonder and confusion as they frantically glanced around searching for their foe; it didn't take long to spot him, he was floating only 50 yards away, glaring at them intently. In one quick motion, he slipped his weapon over his shoulder, sliding it into some invisible sheath. Extending both arms, he closed his fists as his whole body began to tremble.

Twilight felt something in the universe shift. She wasn't sure what he did exactly, but Void had just tipped the cosmic scales and something was out of place.

"What in the name of..."

She followed Applejack's gaze and caught sight of a massive group of boulders, each at least as large as Canterlot Castle, shooting towards them.

"Asteroids!" she heard herself scream, the panic in her mind taking over.

"As- what now?"

"Forget what they are, AJ! Scatter!"

They all followed Dash's advice, and not a moment too soon. The six quickly found themselves separated, all trying to dodge around the oncoming swarm. Diving around one of the smaller stones, Twilight found herself face to face with what was easily the largest of the bunch. Closing her eyes and bracing for impact, she yelped when something soft rammed into her side, knocking her just out of the way of the incoming projectile. She opened her eyes to see Pinkie shooting away in the opposite direction, giggling madly as she bounced from rock to rock; not trying to avoid them at all.

As she watched the insane antics, an idea filled her head. A stupid, reckless and overly-complicated idea. An idea that just might work. Glancing around frantically for what seemed like the thousandth time that day, she found Rainbow and got her attention with a bolt of magic. The cyan pegasus flew over to her, looking none too happy.

"This better be important, Rarity and AJ aren't going to last much longer!"

"It is! Listen!" Twilight began to quickly relay her new plan to Rainbow, who immediately took to it. As soon as they had finished talking, Rainbow bolted off to relay the message to the others: group up as soon as they had cleared the asteroid field and get ready. She continued her nervous dance around the debris for a couple more minutes until no more came. Taking in the sight, she noticed that Rainbow had come though as admirably as always: everypony was in place.

"Alright, Dash, do your thing!"

Rainbow nodded and flew toward Pinkie and Fluttershy. The two ponies locked hooves, creating a small platform for Rainbow to land on. Her legs buckled as she hit the two, changing direction rapidly and going supersonic right off the new launchpad.

She shot by Rarity, who manifested a gem of light right in front of the speeding mare. The instant Rainbow passed through it, her trail distorted, the colors blending together in a gorgeous beam of every-colored light.

Rainbow twisted in the air, letting her back hooves meet with Applejack's. The two bucked in unison, sending Dash off in an entirely different direction, even faster than before.

Last, Rainbow came upon Twilight, who had carefully spun a sheet of magic across her path. They found themselves nose-to-nose for the briefest instant. Dash winked at Twilight, who responded with a comforting smile. The magic sheet wrapped itself around the pegasus, shaping and warping itself, turning the speeding pony into a large glowing arrow.

A blinding explosion filled the area as she collided with Void.

When everypony could see again, they all noticed immediately that Void was hurting. The single crack now spider-webbed across his chest and small pieces of himself had fallen off, revealing his glowing interior.

Now!

Twilight couldn't have agreed with herself more. She gathered herself, all of her emotions and all of her love for her friends. As she blasted Void with the full force of the Elements of Harmony, she felt her energies mix with his, meshing together and pushing against one another in an age-old battle for dominance. There was something disturbingly familiar in him, but she couldn't quite place it.

Finally, his power broke. The white magics washed over him, stronger and clearer than Twilight had ever felt or seen them before. When it subsided, Twilight was somehow unsurprised to see that Void was still there.

Or rather, part of him was. Both of his legs were missing below the knees and his left arm was missing from the shoulder down. Large flakes of his glassy body were falling off.

Twilight gave him a triumphant grin as they locked eyes. He only shook his head. Using his remaining arm, he drew his weapon and spun it around to hold it like a spear.

"Give it up, you lost!"

Void ignored Rainbow and hurled the weapon towards the six ponies like a javelin. Rather than hitting any of them, it flew into the center of the group, stopping suddenly as it hit some unseen barrier. Large spears of light sprouted out from where the blade sunk in. Twilight's heart leapt into her throat as she recognized the cracks in space itself for what they were.

Reality shattered, large shards falling in some arbitrary direction that Twilight could only guess was down. As the piece containing her lower half fell away, Twilight turned to give Void one last glare. He raised a pair of fingers to his temple in some form in informal salute before fading into the ether himself. A low, rumbling laugh resonated through the area, sending chills down Twilight's spine; wherever her spine was, that is.

Trapped in her own small piece of space Twilight continued to fall, catching glimpses of the stars, her friends and even her own flank. She closed her eyes, feeling sick at the dizzying motion. Finally, she felt her stomach land softly on a patch of lush grass, though it certainly felt like heaven to her. She opened her eyes to see Celestia's smiling face. The Princess looked awful, but happy as she leaned on her sister for support.

Looking around, Twilight realized that she had landed back in Ponyville with pieces of her friends falling into place as they too were rebuilt. A loud thump made her jump as Void's weapon landed a mere inch in front of her nose, now made of wood and steel, its blade sinking deep into the ground.

"Is- Is it over? Did we win?" Rainbow's voice murmured.

"Yes... Yes, Rainbow, its over. We beat him." She sat quietly for a moment, putting the last pieces of the puzzle together in her head. "Its over, but there's one last thing we have to do. Somepony's got a lot of explaining to do."

Epilogue

Once more, Twilight was completely exhausted. Or rather, she knew she was. The truth is, she didn't feel it at all; she had something more important on her mind. She dragged herself onto the small plateau that made up the mountaintop, not even waiting to help her friends this time. There was going to be hell to pay if she didn't get some answers.

A familiar warmth pervaded the area and she braced herself for the barrage of sound she knew was coming. "Good show, ponies! Good show indeed! Why you-" The strange entity she once knew as the Watcher began.

"That's enough out of you!" Twilight bellowed back, almost causing Fluttershy to topple back over the edge as the rest of them finished their climb. "I know who you are, so start explaining right now, Void!"

The temperature in the surrounding area dropped considerably. "What is there to explain, my dear?"

"You- You mean you're not going to deny it?" Twilight managed to stutter. She had come prepared for a long argument, ready to prove that there was no hiding the truth, but this just caught her off guard.

"Deny this, I will not. I am the Void. I am the embodiment of destruction itself. I have been so since time immemorial."

"But why did you... What was..?" Her confusion was rapidly being replaced by anger. "Do you realize how many ponies have died because of you?" she managed to get out slowly through gritted teeth.

"Four thousand three hundred forty-one, mostly frozen to death."

Twilight took several deep breaths, knowing that she had a better chance at getting the information she wanted if she stayed calm and collected. "Just tell me why. That's all I want to know. Why did you do this?"

"It is my purpose, Ms. Sparkle. I am meant to judge civilizations and so I do. You have performed admirably and so in accordance with the rules, will live on."

"But... Why did you need to do all those horrible things?" Pinkie Pie's voice whined from behind Twilight. She had specifically asked her friends to keep silent, but Pinkie had taken the words right out of her mouth.

"Yes, why?" Twilight growled, attempting to look and sound as menacing as possible.

"Because, the Elements always fight each other. Long ago I stood right where you do now, fighting the same battle you just fought."

"You... You held the Element of Magic?" Her mind went blank as the words hit her. Anger forgotten, the student in her took over.

"I did. During my own lifetime, I was the strongest warmage in existence and was called to lead the fight against the darkness. The battle lasted three days and came down to single combat between myself and my predecessor. As I struck the final blow, he casted one last spell, trapping me here for all eternity. He moved on to the next world, I took his place."

Twilight shook her head, trying to take it all in. "Does... Does that mean I'm going to be the next Void?"

"Not exactly, though I could pass the mantle on to you if you wish."

"No... That's alright," she came back quickly. "I'll stay the way I am, thank you."

"Pity. Very well. Will that be all?" he inquired, sounding sincerely interested.

"I guess," she muttered back. "We should probably get going, its a long way bac-"

"Yes, well there's just one more thing. A gift. Something I collected shortly before our bout. Obsidian this time, as a personal touch."

Before anypony could respond, something in the world twisted and their vision blurred momentarily. They found themselves back in the Royal Gardens, looking at a very ugly, very familiar statue of a draconequus. Twilight began to giggle as she could almost hear the enraged cries coming from deep within the dark glass.

"Farewell, ponies," the Watcher's voice rang throughout the air, "and do enjoy the rest of your days, it makes for much more entertaining viewing." The voice changed, now matching the laugh that had chased the ponies out of the Void. "And remember, I will be watching."