Twilight Sparkle paced back & fourth nervously in her study as she waited for her special guest to arrive. "Oh, what if she gets busy helping other ponies with their dreams and can't make it!? What if the letter didn't make it to her, what if she thinks this is all my fault and tells Celestia!?!" Twilight paniced.

"Relax Twilight. Everything will be fine. Luna will get here on time and you'll figure out a way to help Tempest, together." Spike stated, trying his best to calm the paniced princess.

"I hope you're right Spike." Twilight sighed as she stared worringly at Tempest who was laying on a nearbye couch, tossing and turning in a cold sweat.

"I used a sedation spell to try to relax her. Not enough to put her in REM sleep, but enough to make it where Luna and I could do what we need to." Twilight explained as she rubbed Tempest's face lovingly with her hoof.

All of a sudden the study door slammed open and two nightguards trotted in to announce. "THE PRINCESS OF THE NIGHT HAS ARRIVED!"

Spike startled by this nearly fell out of his chair. "Sheesh, ever hear of inside voices?" Spiked scowled.

"You will have to forgive my guards young dragon. They can get a bit, overzealous." She chuckled, looking back at the two blushing batpony stallions.

"Oh Princess Luna i'm so glad you're here!" Twilight exclaimed running up to the night loving mare and giving her a tight happy hug.

"Oof"." Luna puffed. "I am always happy to assist those in need Twilight. Though I prefer to be able to breath while doing so." She wheezed.

"Oh, ah, sorry." Twilight nervously chuckled as she released the lunar leader from her grasp giving a sheepish grin.

Luna trotted towards Tempest who was still lying on the couch, tossing and turning cold beads of sweat coming from a hot body. Luna could tell whatever had been happening to the mare had indeed been taking a toll on her in body as well as mind. Large bags underher eyes, shaking despite not feeling as if she had any temperature and a facial expression that was a unnatural mix of fear, sorrow, and anger.

"Can you help her?" Twilight asked, a concernred and sorrowful look upon her face.

"Walking through a pony's mind is not the same as walking through their dreams." Luna replied with a heavy sigh. "It can be done, but it is dangerous, we must be careful or we could just make the damage worse." She stated turning back around to face Twilight. "Knowing that, do you still wish to procced?" Luna asked, her face quite serious.

Twilight looked down at her reflection on the crystline floor and then over at Luna & Tempest. "Yes. Yes I do. Tempest is my friend, and she's in pain, I want to, no, I have to help her. It is my obligation as the princess of friendship to do so!" Twilight boldly stated.

Luna softly smiled as she nodded in agreement. "Very well, take my hoof. Let us begin." Luna replied.

Twilight gulped as she nervously took the dream queens hoof around her own as Luna's eyes began to glow pure white, strong magic eminnating from her horn. Twilight followed suite and soon everything around them faded to black.

Twilight opened her eyes and blinked as she looked around. Nothing but darkness save for a small light surrounding her and Princess Luna. "Did we make it?" She asked. "There doesn't seem to be much here."

"That is because this is merely the enterence, to truly get to where we need to be we must travel beyond the gate." Luna replied pointing to a large somewhat rusted dark purple gate ahead. "Shall we begin?" Luna asked smiling at Twilight.

"Yes, lets." Twilight replied. "Don't worry Tempest, we're coming." Twilight thought to herself as they trotted forward.

Arriving at the gate Twilight couldn't help but marvel at the size and intrecate design. "Looks like old gothic architecture. Tempest has good taste." Twilight said to herself.

"Halt, who goes there?" She heard a voice ask as she jumped back in surprise. Twilight looked straight forward and was surprised to see Grubber decked out in full guard armor.

"Grubber? What are you doing here?" Twilight asked rather confused.

Luna simply moved forward with a chuckle. "This is not actually the one you call Grubber, merely a metaphysical manifistation created by Tempest's subconcious to protect her mind from tresspassers." Luna explained.

"Oh, right." Twilight blushed.

"So, like whadda you guys doin in here anyways?" The armored grubber asked.

"We came to help Tempest, she's not well, her mind is in turmoil and we have to try to fix it. Can you please let us through." Twilight pleaded.

Grubber rubbed his chin for awhile as if deep in thought. "Well, it has been kinda loud on the other side of that gate lately, but still, i'm not really supposed to let anybody in." He replied.

"Not even friends?" Luna asked.

"Hmm, well...maybe. But only if I get a slice of spongecake in return." Grubber replied a sly smile on his face.

"What!" Twilight yelled. "Our friends mind might be literally coming apart and you'll only let us in if we give you cake!?" She angrily huffed.

"Hey, yea wanna go through the gate, yea gotta pay the toll." The chubby beast snickered.

"Why I oughtta!" Twilight angrily sneered as her horn began to glow.

"Calm yourslef young one." Luna told Twilight as she put her hoof between the princess and the beast. "If he wants cake, let him eat cake." Luna smiled her horn glowing as a entire sponge cake appeared in front of the beast. "Ohh, yummy!" Grubber cheered as he ran towards the cake.

"See, easy as pie, er cake." Luna chuckled as the small beast dug in and the gate began to open, a blinding light coming from the other side.

Luna and Twilight walked to the other side of the gate and were bombarded with colors and noises. Mixtures of laughs and screams, feelings,of joy and sorrow swirled around in a flurry. "It is worse then I thought." Luna exclaimed as she looked around. "We must work to find a stable memory before we are consumed by these raw emotions."

All of a sudden a bright light appeared in front of the duo and Twilight and Luna quickly seeing their opporunity and jumped in.

Slowly but surely the world began to form around the two princesses as they saw a small quite town with rather rustic homes, elderly ponies slowly trotting along the cobblestone streets, young fillies and colts laughing as they played.

"This is...." Twilight gasped realizing where they were.

"Yes, Tempest's childhood home." Luna replied, a somber look on her face as she looked onto the nearbye woods.

"This, this is the day it happened, isn't it? The day the Ursa attacked, the day she lost her horn." Twilight nervously gulped.

"I would imagine so." Luna replied "For better or worse it is a key memory."

Suddenly Twilight saw a young filly that looked just like Tempest trotting and laughing with a young green unicorn filly and a blue colt as a yellow unicorn filly looked on angrily from an ally. As if compelled by some unknown force Twilight followed the group into the woods watching them frollic and play until their ball rolled into a cave.

"Oh no, what now?" Glitter Drops whinned.

"Well, one of us should go in and get it duh!" Spring Rain mocked

"B, but that sign says there's an Ursa in there." Glitter gulped.

"Pfftt, Ursa's are just an old mares tell parents made up to scare kids so we won't play in the woods." Spring huffed.

"Then you go in." Glitter nervously replied.

"As if. There could still be bats and stuff in there. No thanks." Spring sneered.

"Well then, c, could you go get my ball Fizzy?" Glitter asked, a sad begging look upon her face.

Fizzlepop hesitated at first but eventually gave in. "Fine, i'll go get the ball yea big babies. You sit and watch see how a real hero saves the day." She cockily exclaimed as she slowly but surely entered the cave.

Twilight paniced, she knew what was coming she had to do something to save her friend. But she found herself frozen, unable to move as Luna stood beside her once more. "I am sorry Twilight. No matter how painful this memory is we cannot interfer, we cannot alter it. As tragic as it may be this is the moment the Tempest you know was born, it is her foundation, without it she would cease to be." Luna explained as Twilight could do nothing but watch as a spark of magic errupted from the cave followed by the growl of an ursa and a loud scream. Twilight couldn't stop the tears from rolling down her cheeks as Luna embraced her under her wings and the world around them began to change once more.

Twilight looked up and saw they were in a young filly's bedroom. Along the walls were posters of the princesses. Celestia tall and regal, Luna in her intimidating Nightmare Moon form and a young cheerful Cadence. Looking up at the posters was a sad now hornless fizzlepop a bandage over her eye hiding the fresh scar from infection.

"I'll never b, b, be a princess now." She sobbed. "Mommy always said that I could be whatever I wanted, but she lied!" Fizzlepop cried angrily staring at the posters. "How can I ever be as beautiful as you when I look like this!" Fizzlepop screamed at her Princess Cadence poster as she ripped off her bandages. "How can I ever be a mighty warrior if I don't even have a horn to fight with!?" She screeched at the Nightmare Moon poster. "How can I be a wise leader when I was stupid enough to let this happen!?" She cried staring at the poster of Celestia before trotting to the window and crying as the rain fell down outside. "There's no way Celestia's school would ever accept someone like me anyway. No pony wants to be around somepony who's......broken." she rasped as she began to sob once more.

Twilight felt her chest tighten. "She was so hard on herself for something that wasn't even her fault." Twilight choked. "If she had just gone to the school i'm sure she would've been accepted, maybe if I had met her back then I could have...." Twilight began to sob once more.

"We cannot focus on the missed opportunities of the past, we must take the chance we have now make a brighter future for her, that is all we can do." Luna somberly replied. Twilight merely looked-up and nodded as the room faded and a new scene began to play.

Twilight looked around and saw desert all around, the wind blowing creating small flurries. She looked forward and saw a cloaked pony trying her best to fight the harsh winds as she made her way through the desert. Eventually as the sands onslaught slowed the cloaked mare saw a path and a city infront of her. Pulling down her cloak Twilight saw the pony was a somewhat older Fizzlepop, most likely just hit puberty, her legs longer but not quite fully grown yet her face still more rounded and her body somewhat shorter in length then her current apperance. "Finally, somewhere to rest." The young and rather tired filly sighed in relief.

Walking into Klugetown the pony realized she was rather parched. Looking around she came upon a stand called Stan's Exotic Beverages. Slowly trotting up to the stand Fizzlepop weakly rasped. "Please....nee, need water." The large turtle like creature behind the stand merely looked down and smirked. "How many storm bucks yea got?" The creature asked. "St, storm what? I, i don't know what those are!" The pony replied in a panic. "Hmph, no money, no water." The beast growled.

"Please, please i'm so thirsty I haven't had anything to drink in days!" Fizzlepop whinned. The beast just stopped and slowly turned back around. "Yea want somethin, yea gotta give somethin, ain't no hand outs in Klugetown kid, so since yea ain't got no money, whay else can yea offer?" The sandturtle asked.

Fizzlepop sighed, she knew she would have to save any real valuables she had left in her saddlebag to barter for shelter, but she did have one thing. Fizzlepop picked a rather old warn Princess Celestia plush with a button eye missing out her bag. "My mother made this for me when I was just a babe, I know it may not be worth much, but...." the weary mare sighed.

The beast looked down at the doll. "Memories are the money of the soul I suppose." It replied. "Besides i'm sure my daughter would appriciate a new toy. Yea have a deal lass." The sandturtle replied as he handed her a large canteen filled to the brim with fresh water.

"Oh thank you sir, thank you so much!" Fizzlepop cried as she began to drink.

The sandturtle just chuckled. "Just be on your guard missy, not everyone in this town is as nice as me." But Fizzlepop sadly had already started trotting off in hopes of finding shelter. "Eh, I tried to warn her." The old man huffed as he returned to his work.

Fizzlepop trotted through the town but couldn't seem to find an inn anywhere. "Lookin for somethin miss?" She heard a voice ask as she looked and saw a fox crawl out of the ally. "Um, yes." She nervously replied. "I, I was looking for an inn to stay the night."

"Ahh, that be a problem, ain't no inns in Klugetown no more. Count Vertgo ain't too fond of guests." The fox sneered.

"Ahh, I see, well perhaps I could barter with you for shelter?" Fizzlepop asked.

"Perhaps" The fox slyly replied. "What yea got?'

Fizzlepop dug a medium sized gemstone out of her saddlebag and showed it to the fox. The beast just smiled. "She's got gems boys!" He yelled excitedly as a rather large rat and sharklike creature jumped out from the shadows to surround her.

"What, but, why!?" Fizzlepop asked in a panic as she looked around at her attackers. "Cause that's just the way things work in Klugetown little one." The fox laughed as he and the others began to beat the pony clawing body and ripping her saddlebag as she tried to escape.

Later as the day fadded into night a beaten and bruised Fizzlepop lie inside an empty trashcan shivering having no blanket to protect her from the cold desert air as she tied to sleep.

This time it was Luna's turn to cry. "I am sorry little one. If I had been there instead of stuck in the damndable moon I could have at least consuled you in your dreams." She sobbed.

Twilight looked up at the princess. "Stay strong, I don't think this is over quite yet." And Twilight was right as the world around them shifted once more and sand turned to snow.

Twilight and Luna looked around and saw a destroyed caravan a full grown Fizzlepop sitting in the snow, starring up at the Storm King.

"You're friends have abandoned you." The storm king meanicingly chuckled looking down at the mare.

"They were never my friends." She calmly replied. " Just creatures I was traveling with."

The storm king laughed. "That rock around your neck, do you know what it is?" The king growled.

"Something rare & powerful if you want it so bad I imagine." She sighed

"It is the misfortune mallachite, it fell through my grasp recently and I wish to have it back." The Storm King sneered.

Fizzlepop gulped and slowly handed the green rock to the beast. "What now?" She nervously asked.

"Now, I make my own luck." The beast sneered destroying the glowing green gem in his hands. "As for you, tell me why I should let you live?"

Fizzlepop gulped. "I, I know of many lands with powerful magical artifacts, I, I am sure that would interest you."

"Yes, yes it does. I like power, I like it quite alot infact." The storm king laughed. "Show me these lands and I shall reward you with more then just the gift of life, but anything you desire." He smiled devilishly.

"Anything, could, could you restore my horn!?" The despersate pony asked.

The Storm King chuckled. "But of course little one, serve me well and I shall make you whole again."

"Oh, th, thank you." Fizzlepop exclaimed as she bowed

"Now My Little Pony, what is your name?" The Storm King asked a sly smile on his face.

Fizzlepop thought for a minute and looked up at the beast. "Tempest, call me Tempest." She replied.

Twilight just looked on and let out a sad whinny.

All of a sudden Twilight and Luna found themselves once more in a dark space, this time on a small floating piece of glass. In front of them Tempest standing on another piece of glass, this one cracking with versions oh her past selves slowly crawling out and attacking her.

"We are here, finally." Luna replied as she lit her horn and blue chains came out of nowhere binding her filly & commander personas and extending to stabilize the breaking glass.

"So is that it? We did it?" Twilight asked confused.

"Not quite." Luna replied. But this should keep her stable enough to do what we need to do to fix things." Luna replied.

"And what would that be?" Twilight asked.

"We have to have Tempest confront and come to terms with her past in the real world. And I think I know just where to begin!" Luna exclaimed as her eyes & horn began to glow bright as she prepared to exit Tempests mind and start fixing the real problem.

Author's Note

Long chapter, i'm pooped. Poor Fizzy, such a rough life.

As always will go back and fix errors later.

Next time: Tempest confronts old friends and enimies.