Tales from the Equestrian Others- The Lunar Prince of Hearts

by Scarlet Raven Thorn

Rating: teen
Tags: Thriller, Original Character, Tempest Shadow, Adventure, Prince Blueblood, Violence, My Little Pony: The Movie, Gore, My Little Pony: Friendship is Magic, Dark, My Little Pony Comic
Length: 22447

The unofficial official sequel! What does Luna's son, a mare with a dark secret, two dragons, and a broken-horned unicorn have in common? Hunting down Twilight! But when a threat greater than the Storm King arises they must work together to stop it!

*Set during the My Little Pony Movie!
*Featuring Tempest Shadow!
*Not an Alice in Wonderland Crossover!
*Comic tag is for certain elements and characters
Check out the prequel here!

It's the festival of friendship! A festival that they won't soon forget! A party to be proud of, a day of games and fun! Not for one unicorn. Gallant Aurora, captain of the Lunar Guard and Princess Luna's adopted son, hasn't felt at ease since the discovery of the Vanished hive in the Everfree Forest. And while the other Z.O.D.I.A.C. agents enjoy the festivities, Gallant just can't seem to shake the feeling that something is wrong.

But when the Storm King conquers Equestria and traps the princesses, the mane six must leave their home to save it. But working in the background the agents of Z.O.D.I.A.C must prevent the god-like being known as Grim Noise from unleashing his army of corrupted souls onto the weakened Equestria, and turning it into the undead capital of Equis.

Join Gallant Aurora and his friend Missy, a unicorn with a dark secret, and their dragons Sound-Off and Horus, on an adventure outside of Equestria to stop Grim Noise before it's too late!

Meanwhile, Prince Blueblood must find a way to overcome his cowardly and selfish nature to save his daughter from the Storm King. Joined by an ancient Anugyptian necromancer and a centuries old vampony, can he learn what it truly means to love and be loved?

Tempest Shadow has had enough. She knows the truth, the Storm King isn't going to restore her horn. Now she must make a choice, continue fighting a pointless war for the benefit of a spoiled child, or betray him and join Z.O.D.I.A.C in a war that they can never win. Will she accept the hoof of friendship offered out to her, or will she take the darker path and become something far more powerful than the Storm King himself?

Published 2018-03-28 23:30:07 UTC
Last updated 2018-03-28 23:30:07 UTC

Down the Rabbit Hole

Author's Note

Hi everypony! So glad to be back and writing!
For anypony who hasn't read the prequel, don't worry! The prequel is recommended, but not necessary to read! If you are interested, click here!
Enjoy the story!
Please feel free to like, comment, and follow!
*Alternate title: Here's a ridiculously long chapter introducing my OC's and favorite background ponies.

For voice (in order of appearance):

Z.O.D.I.A.C:

Gallant Aurora = Malchior (Teen Titans)

Sound-Off = Ember (Danny Phantom)

Scarlet Thorn = P!nk

Black Dawn = young Alphonse Elric (Fullmetal Alchemist Brotherhood)

Lullaby Lotus = Ruby (RWBY)

Tornado Fusion = Lust (Fullmetal Alchemist)

Sunshine Razor = Ban (Seven Deadly Sins)

Thanatos = Lelouch Lamperouge (Code Geass)

Cobra Strike = Alucard (Hellsing Ultimate)

Other:

Mainstream = Misa Amane (Death Note)

Looking Glass = Kishin Asura (Soul Eater)

Melodic Heartbeat = Jinx (Teen Titans; original)

Giselle (No voice in show) = Haruhi Fujioka (Ouran High School Host Club)

Scarab = Kisame Hoshigaki (Naruto)

Mantis = Mikkasa Ackermann (Attack on Titan)

Arachne = Mirajane Strauss (Fairy Tail)

Funnel Web (No voice in show) = Macbeth/Midnight (Fairy Tail)

Minor detail spoiler:

Shenkuu is the name I'm giving to Mistmane's village. Props if you get the reference!

Art not mine for Sunshine Razor's trench coat, that credit goes to Spiked-Fox;
also couldn't describe Thanatos the way I wanted, hope those images help!

Nyx are creatures that inhabit the moon and create the dreams that all creatures of Equis have. They are introduced in both the Fiendship is Magic and regular IDW comic series.

If you're curious about Cobra's parents, Radiant Hope is an IDW comic character. Knowing more about her will reveal Obsidian Vesper's true identity! If you figure it out, make sure to not spoil it for others please!

Links ahead! Be sure to check them out!
* Some of these images may be hard to see on your mobile device, but these were the largest and least-blurred images I could find. Apologies.

Down the Rabbit Hole

Clip-clop.

Clip-clop.

Clip-clop

A Maya blue unicorn wearing purple, gold, and black armor paced outside of Princess Luna's door. His purple hooves created a steady rhythm that echoed down the long empty hall. The unicorn's plum eyes were unfocused, lost in thought. His mane and tail were ebony in color, his mane long for a guard's and his tail longer. At his side hung two katana in their sheathes, the blades sharp and awaiting use. His cutiemark meanwhile, was just visible; a katana- with green wrappings over the handle- over the crescent moon, as if guarding it.

Meanwhile, resting against a pillar with a book in claw, was a dragon. Her curvy form marked her off as female, although her stature- about three-quarters of the size of a stallion Big Macintosh's height- still voiced her youth. The dragoness was white in color, with large bat-like wings, beige belly scales, sharp black spikes that lengthened out the further they went down her back, a spade-shaped tail, small horns, intelligent yellow cat-eyes, two small bone growths on her cheeks, and no fins.

The dragoness suddenly yawned, revealing a long forked tongue and sharp fangs. "Dad, when are we going to go outside and enjoy the festival?"

"Soon, soon." The unicorn assured, still trotting back and forth.

She rolled her eyes. "That's what you said an hour ago! And the hour before that, and the hour before that, and the-"

"Okay, okay! I get it." The unicorn grumbled.

"Cool, so I can go meet up with mom?" The dragoness asked, fluttering her eyelids.

"No Sound-Off!" The unicorn suddenly exclaimed, turning around to face her with a stern look. "You're still grounded, and not leaving my sight! You should feel lucky that mother convinced me to let you even leave the castle!"

"Ugh, fine." The dragoness, Sound-Off, went back to reading her book; it was her sixty-fifth time reading the tome cover to cover, the spell book of Fire Dragon Lord Igneel.

The unicorn frowned at her before turning to Luna's door. "Okay Gallant, you got this."

Gallant took a deep breath and trot up to the artfully decorated door. He slowly raised his hoof, glancing back at his adopted daughter who was engrossed in her reading. Although she must have felt him staring, because she looked up at him with a bemused smile. He glared at her, and turned back to face the door. Just before he could knock on it, the doors swung open and nearly knocked him off his hooves.

"Ah! Gallant Aurora! Why art thou not out enjoying the festivities?" Princess Luna inquired.

The alicorn before him was either indigo or navy blue in coloration, depending on how the light hit her. Her miasma mane reflected the night sky itself, right down to the glimmering stars. Her eyes were a peacock blue-green; adorned upon her head, her chest, and her hooves were the royal regalia of a princess which was sparkling obsidian in color. Her face, however, was all but majestic and furrowed into a frown.

"Because dad's freaking out over the hive again." Sound-Off called out, not even looking up from her book.

Luna's frown deepened. "Gallant, it hath been almost eight moons since that day. And since there hath been no further incidents involving Grim Noise, not even a single case of a pony missing."

"That doesn't mean we're safe mother." Gallant argued. "Think of it, almost all of Equestria squished together in a single city? That doesn't sound tempting? And not just Equestria, a lot of important diplomatic figures are also here, Maretonia, Saddle Arabia, the royal deer family from Whitetail Woods, Prance, Trotslyvaina, just to name a few. And if something were to go wrong, it would only hurt Equestria's relationship with them."

Much to his surprise, Luna chuckled. "Oh my son, you do indeed worry too much."

Gallant's jaw dropped, while Sound-Off snickered from behind her book. The unicorn began to stutter, "B- b- but what about- What if- This is serious!"

"It is indeed serious." Luna agreed with a smile. "Serious, because you and my granddaughter aren't out enjoying the Festival of Friendship. You're beginning to remind me of Twilight Sparkle, whom I am late for a meeting with right now."

"Mother, you can't expect me to enjoy the festival when there is danger lurking about!" Gallant protested as Princess Luna began to walk away.

Luna turned back to glance at him over her shoulder. "There is no danger my son. Who would be foolish enough to attack Equestria while all four alicorn princesses are present? Now, go out and enjoy the festival. Your princess commands it."

And with that she continued to trot down the hallway, eventually turning the corner and out of earshot.

Sound-Off burst out into a fit of giggles, much to Gallant's annoyance. The dragoness wiped away a tear. "Nana just told you!"

Gallant scowled at her, and the young reptile immediately stopped laughing. The unicorn sighed in frustration. "How can she not see it?! We've practically gift-wrapped Equestria for Grim Noise with a bow on top! And giving both the Solar and Lunar Guard the day off, what were her and Princess Celestia thinking?! This is bad, this is very bad!"

Sound-Off rolled her eyes. "Come on dad, you heard nana. Nothing is going to happen, not while all four alicorns are in Canterlot. So can we please go enjoy the festival now? Please?"

Gallant was about to tell her no when Luna's voice popped into his head through their telepathic bond.

"I can tell what you are thinking, and that was no suggestion." The princess piped.

"Ugh, fine!" Gallant gave off an exasperated huff. "Come on Sound-Off, we're going on patrol around the city."

"Aww, patrol?" Sound-Off whined.

"I think you mean out to enjoy the various activities and games that your princesses hath organized." Luna chimed.

"Don't you have a meeting to attend?" Gallant thought back to her, before rubbing his temple. "Let's just go."

Sound-Off's grin grew, and she breathed out a stream of amethyst fire. Her book was enveloped in the magical flame, where it was promptly sent back to the room she was staying at in the castle.

"Let's go!" She exclaimed, taking wing. "I hope mom hasn't started the pie-eating contest without me!"

***

A tall pegasus mare with a cutiemark of a judgmental looking skull chased after an excited little colt. The mare's belly was noticeably swollen.

The mare and colt were both white-furred, but that's where the similarity ended. The mare's mane was a bright silver, with a single crimson stripe running through it; the long locks fell over one eye, but this didn't seem to inhibit her sight a terrible amount. The colt, meanwhile, had a mane that was primarily the same shade of red but the tips were black. The mare's eyes were a bright emerald; the colt had ice-blue eyes. His hooves, were also blue. But the most noticeable difference was without a doubt their wings; the mare's wings appeared to have been twisted completely upside-down, and her feathers were strangely angled. While the colt's, on the other hoof, were completely fine.

"Mom! Mom! Look at this! Look!" The colt exclaimed, galloping over to a zebra mare and her tent-style booth.

The booth was filled to the brim with various sized potions that came in a rainbow of colors, and the front decorated to look like a tree. Hanging from the ceiling were various bits and bobbles, hoof-carved masks which sold for high prices, baskets of herbs and berries, and jars full of sacred sands, ashes, and water.

The zebra managing the booth was a friendly looking mare, she wore multiple golden rings around her foreleg and neck, with large hoop earrings that swung as she moved her head. Her eyes were a blazing sapphire, and spoke of untold wisdom. Her mane was a large black-to-white mohawk, and displayed upon her flank the tribal image of a sun.

"Ah, Scarlet Thorn and Black Dawn!" The mare called out upon seeing their approach. "What in my booth has caused your little one to fawn?"

"Hello Zecora." The mare, Scarlet Thorn, chirped. "How are you today?"

Zecora smiled. "I am doing quite well, and have made plenty of sales. Thank you for asking, now what for are you tasking?"

Scarlet turned to the colt and her son, Black Dawn. He was currently trotting circles around an immense gathering of alligator-shaped balloons that were almost as big as he was, which were tied down to a sawed off tree branch. The balloons themselves were surprisingly detailed, although painted with cartoon eyes and happy smiles to attract foals.

"I think," Scarlet began, smiling at the excited colt. "he wants a balloon."

"Yes please!" The colt agreed, jumping up in attempt to grab one of the strings; he had yet to shed his fluffy baby-feathers, and thus couldn't yet fly.

"Ah, but of course. These balloons last a long time I endorse." Zecora versed, stepping out of her booth.

She walked over to the branch and untied one of the balloons, which she tied around the little colt's hoof. Black Dawn's face lit up, as he begun to gallop circles around the zebra.

"Thank you, thank you, thank you!" He chanted, eyes flipping from the striped mare to his new balloon.

"How much do I owe you?" Scarlet inquired once the zebra had returned to her booth.

"For a friend such as you it shall be free of charge, especially when the sheer amount I have is so large." Zecora rhymed out, declining the pegasus with a hoof as she pulled out her bit-bag from between the rigid fabric of her corset and her breasts.

"Really?" The silver-maned pony put her bit-bag back. "Thanks Zecora!"

"It is truly my pleasure, now go enjoy this festival's treasures!" The zebra said, waving them off.

"Oh!" Scarlet had started to walk away, but had quickly turned around. "Before I go, would you happen to know where that lovely smell is coming from?"

Zecora smiled, pointing her hoof out into the massive crowds. "It is coming from an exotic booth known as The Tasty Treat, ran by Saffron Masala a friend from old. Her food is good so I've been told, it is definitely a place you should stop to eat."

"Mom!" Black Dawn suddenly piped as they trot away from the booth. "When are we going to go meet with Nonni Cayenne and Nonno Web? And Gran-père Vlad?"

Scarlet sighed, holding onto her stomach. "Tell you what? How about we find Nonni and Nonno first, hmm? Then we can go see if your father has had lunch yet, and all eat together as a family. How does that sound?"

The colt's face brightened, before he suddenly frowned. "But what about Gran-père? We can't be a family without him."

"Gran-père," The older pegasus spat out through a smile and grit teeth. "is attending official business in the castle."

"But I want Gran-père to eat with us!" Black Dawn insisted. "Can't we go to the castle and see if he can take a break?"

"Official business." Scarlet sternly repeated.

"But-" He began.

"Black Dawn!" The mare suddenly warned, losing her patience as she turned to face him. She winced upon seeing her son shy away. "Oh, no, no, no. My sunshine! I'm not angry with you!"

"You're not?" The colt sniffled.

"No! I'm sorry, I didn't mean to lose my temper there." She quickly apologized stroking his mane. "Tell you what? How about we go and visit Gran-père after lunch? How about it?"

Black Dawn nodded his head. "Mmm-hmm."

"There, see? All better." Scarlet gave him a quick but firm hug. "Now let's go see what your father is up to."

The colt nodded his head again, following after his mother who did her best to smile for him. Despite her efforts, Black Dawn was silent as they merged into the crowd.

A little filly suddenly approached the potion booth once Scarlet and Dawn had left. "Can I have a balloon?"

"Do you have thirty-bits?" Zecora inquired.

"Um, no?" The filly admitted.

"Then you better check your wits." Zecora stated, waving her away.

"But you gave it to that colt for free!" The filly pointed out.

"Thirty bits is what it will cost, if you cannot pay then get lost." Zecora said, polishing a bottle that had gotten smudged.

The filly's face went from sad to angry. "I hope Nightmare Moon comes and gobbles you up!"

She then trot away, making sure to turn back and stick her tongue out at the zebra shaman.

Zecora simply shrugged her shoulders and continued to polish her wares. Another customer would come.

***

Across the festival, two mares giggled as they sorted through a clothing rack inside of a beautiful light-blue tent that proudly displayed a Rarity's Boutique sign.

The two mares certainly attracted a lot of attention, more from interested stallions and jealous mares than anything.

To the left was a unicorn with clear heritage to the eastern village of Shenkuu. Her ears and horn were much longer than a normal pony's, and her build slimmer. She held about her an aura of grace, displayed in her beautiful kimono. The kimono itself was dominantly black in color, with hidden lotuses embedded into the fabric; the secondary color was a shade of tiger-orange, while the bow around her middle, neck, the fabric of the tips of her sleeves, and the ribbons connected to the puffy white sleeves just under her armpits were red.

The eastern unicorn's mane and tail were a lustrous black that held to it locks of rose-pink; the locks themselves were long, almost flowing like the princesses'. Her beautiful almond-shaped eyes were amber in color with long and thick eyelashes. In the sunlight, her zaffre-blue coat shimmered like the gossamer coating of a bird's feather while the white markings on her forehead and all but her left foreleg seemed to glow. The image on her flank was of a pink flower with twirls of yellow magic encircling the stem, and two music notes; a sixteenth-note to the bottom left, and a conjoined eighth-note to the upper right.

To the right was a unicorn of normal stature, if not, perhaps just a little shorter than average. Her coat was ash-grey in color, and her eyes- with the exception of her orange eye-shadow- were a brilliant magenta. This mare wore cloud-grey garments that would have made Rarity faint in horror, a cloth mask over her mouth, a ragged piece around her neck, and four more strips around each of her hooves.

At least her mane and tail were redeemable. Her mane and tail spiked outwards, and hung low. The color alternated from black-to-purple almost in zigzags. Tattooed upon her right upper shoulder and partially hidden by her mane was a strange symbol that looked like a swirl and a brush stroke. Upon her flank was the image of three rampaging tornadoes surrounded by a glowing golden ring.

"So they don't have any clothing like this where you're from?" The eastern unicorn asked, her voice sounding young but betrayed by her actual age. "Um, where is that again Tornado?"

"Konaha." The other mare, Tornado Fusion, answered in a very sultry voice.

"Um, where's that?" The first unicorn inquired, sliding over another hanger on the rack.

Tornado was silent for a moment, before she decided on, "Elsewhere."

"Oh. I didn't mean to pry." The unicorn apologized.

"What are you sorry about, hmm?" Tornado ignored, a stallion who happened to have gotten a little too close and had immediately fainted upon hearing her naturally seductive voice. "You haven't done anything wrong Lullaby. You know, it might really help you if you came out of your shell."

Tornado suddenly stepped unnaturally close to the other mare, practically pushing herself against her. Even though she was shorter than Lullaby Lotus, she somehow managed to make herself the more dominant one. The grey mare leaned closer, to the point of where Lullaby could feel the mare's hot breath against her own muzzle. Every stallion within range of the shop immediately stopped whatever it was they were doing; Lullaby felt her own face flush.

"T- Tornado!" Lullaby squeaked as the shorter mare hung around her neck and pushed herself up onto her hind legs.

"What?" Tornado questioned. "I was just going to say that maybe I can help you come out of your shell."

This time every stallion within earshot either fainted, or- for some reason- their noses began to bleed.

A creme-coated mare with a two-toned turquoise mane suddenly trot over to them, Lullaby recognized her as the booth's owner.

"Pardon me, but I'm going to have to ask you to leave!" The mare softly demanded. "I'm afraid you're obstructing business!"

The mare gestured to all the unconscious stallions littering her tent.

Tornado shrugged, and let go of the taller unicorn. "Aw, I'm sorry Miss Pommel. I didn't mean to cause an uproar. We'll leave, just let me pick up a few things."

The mare trot over to a dress rack, her hips swaying as she walked. She picked up a flattering shoulder-less black dress that came with a pair of foreleg-stockings. The dress itself shimmered ruby when exposed to the sun. She then picked up another dress, which consisted of a black corset, a white undershirt, and a somewhat ragged crimson cape. Lullaby couldn't help but to notice that the second outfit was a few sizes too big.

"Um, Tornado? That outfit is just a little too big for you." Lullaby pointed out.

Tornado smiled at her, the grin itself paralyzing. "Well I know that sweetie. One for me, one for you."

"F- for me?" Lullaby asked with a gulp.

"Well of course, I think it compliments your voice quite nicely." Tornado answered as she made her way over to the counter, where she was met by the booth's manager.

"It's okay, you really don't have to." Lullaby stated.

"Please, consider it my treat." The purple and black-maned mare insisted, paying for her items. "Besides, you would just look so delicious in it."

The eastern unicorn's ears folded back as her blush returned. "I really wish you wouldn't use such words."

"Words?" Tornado's delicate eyebrows knit together in confusion as they left the booth. "Which words? This is just how I talk."

"Well, what I mean is, do you think of what you say sometimes?" Lullaby inquired.

"No. Should I?" The other mare asked.

"Okay, how do I explain it?" Lullaby was quiet for a good minute and a half. "Well for one thing..."

***

The Canterlot Bell Tower stood sentinel over all of the festival. From inside the dark shadows of the tower a silhouette gazed down at the colorful gathering.

The black-coated pegasus leaning against the wall scoffed to himself; he didn't want to be down there. Why would he? With all the fun-looking games, tasty foods, and trinkets for sale from not just Equestria but the entire world. All those vivid balloons, streamers, and banners. Where all his friends milled about and enjoyed themselves. Nope. He didn't want to be down there at all.

He sighed. It just wasn't fair.

From above his arch-nemesis kept vigilance, forbidding him from joining the excitement below. The sun shown brightly above, forcing him to stick to the safety of the shadows. The stallion may have looked like a normal pony, albeit much less colorful, but the large, elongated, and sharp canines gave it away. Looking at the clues it made sense. The avoidance of the sun, the fangs, the glowing pinkish-red eyes, the longer than average and furry ears, the visible twin pricks on his neck. The stallion was a vampony.

His mane was mostly black, a much darker shade than his coat. Although, it held to it a single large white curl. The mane itself curled the closer it was to his muzzle, but spiked back as it ran down the length of his neck. Long bangs partially covered his left eye, while another ebony curtain hid the edges of his right. His tail, however, was pure black and cropped short. While his sharp hooves were crimson in color, as were his secondary and primary coverts feathers of his wings. He carried a suitcase underneath each one of his eyes, large bags that boasted of many sleepless nights...er... days.

He wore a trench coat which matched his coloration. The collar was red, and designed after the wings of a bat. With the exception of the sleeve trimming and the belt buckles and brown leather trim, the rest of the coat was black. Hanging around his neck were two wedding rings, one black and the other white, memories from centuries ago. And balanced on his back and held steady by a strap lie a black staff with two very large and very sharp flat rectangular blades on opposing ends. Embroidered upon his flank, becoming visible as he turned and trot away, was the image of a smiling sun with a bloody razor pressed against its face.

"When can I rest?" The stallion suddenly asked aloud. "When can I finally find peace in death, and death in peace? How much longer must I fight this pointless war? I, the oldest of the Z.O.D.I.A.C. agents, who has lived centuries? When can I see her again? That angel from my nightmares? My bride never to be? Am I cursed to live forever, excluded from pony kind? Has Faust forsaken me? Has she blessed me with the curse of immortality? Or has she made me a monster?"

"What are you muttering about this time?" A new voice piped.

From the stairs came a strange creature that's fur was a mixture of chestnut, tawny-brown, black, and white. It looked similar to a diamond dog, walking upright and canine in appearance. However, his fangs were white, his ears longer and shaped more like almonds, his piercing caramel-maroon eyes were slanted and obscured by circular spectacles, his back hunch-less, his arms were proportionate to his legs, and his black tail large and fluffy.

Around his ankles, wrists, and at the base of his tail were white wrappings. Hanging around his neck was a large white and gold metal collar, and from that collar an eye. He wore a ridiculously rigid and shredded jacket, which fanned out behind him like the claws of some ginormous creature. And tightly hugging his body were a black midriff and skirt. In his claws he held a very evil-looking book, which radiated a dark energy. And the locks of obsidian hair upon his head fell all the way down to his knees, while his bangs hung partially over his face, and sprouting from the sides hung twin braids held fast by two unicorn skulls.

The creature was none other than an anubis from the lost civilization Anugypt, whose only surviving descendants happened to be the diamond dogs.

"Ah, Thanatos my friend." Sunshine greeted. "What brings you here? Run out of fresh hearts for your necromancy already? Well you'll just have to wait. I'm not going hunting until the accursed holy sun has gone to sleep."

The anubis growled lowly as he approached. "Not every time I come to see you means I have a task for you, old pal."

Sunshine and Thanatos were long-time friends, having met almost two-thousand years ago on the outskirts of the rough-'n-gruff city of Ornithia. The two had been inseparable ever since, two outcasts traveling the world together until Princess Luna had recruited them into her organization just before her fall as Nightmare Moon. Being the oldest members of Z.O.D.I.A.C, they were the two that took on the most dangerous missions.

Thanatos was a powerful necromancer who controlled by his book many different enslaved spirits and demons, he himself had a terrifying alternate-form that made even the Vanished look tame in comparison.

Sunshine was the younger of the two, but nonetheless just as wise and deadly as his friend. His nickname was 'the Crimson Lightning', partially because of just how fast he could fly and because of the crackling red electric trail he left in his wake.

Together, or even alone, they were Tirek-damn well unstoppable.

"You aren't going to enjoy the Festival of Friendship?" Sunshine teased with a smile.

"Do I look friendly to you?" Thanatos inquired with a snort.

"Then what brings you from your little hovel in the dungeons?" The vampony asked.

"I'm bored." Thanatos stated. "It's boring down there, and in case you haven't noticed I don't exactly get a lot of company."

"Well perhaps if you stopped using the company you do get in your little, ehem, experiments," Sunshine paused, coughing into his hoof. "then you would have someone other than myself to speak to. Not everyone appreciates being dissected or being used as a living organ-tree after all."

The anubis's face twisted into a malevolent grin. "Oh, but where's the fun in that? Besides, I hate it when they start screaming. And they're always so much more fun to talk to once I've fixed them."

"What about that reptile of yours?" Sunshine inquired. "Where has he gone?"

Thanatos's smile faded. "Azazel? That mangy piece of useless hide is still out in the Dragon Kingdom with his so called 'friends'. I'm afraid he's forgotten his place in the world, and I intend to remind him. He's even changed his name to Baff. How ridiculous is that?"

"Baff?" Sunshine scoffed. "Has he taken one too many hits to the head? We should bring him home one of these days, sooner than later by the looks of it. Want me to fetch him?"

"No. Let him have his fun." Thanatos said with a wave of his hand. "I will deal with him personally. He is my son after all, so I'll be the to punish him."

"Ole' Moon-Butt isn't going to be happy about it." The vampony muttered.

"Well Moony can shove it right where her stars don't shine. Azazel is my child, and I will apprehend him according to my own values and beliefs. He isn't even legally listed as a partaker in the Drago-Solar Pact, I stole his egg if you remember correctly."

"I remember." Sunshine said, looking back at the festival as somepony prematurely set off a firework.

"What about you?" Thanatos suddenly asked. "Will you be enjoying the festival tonight? At least you can go out without drawing too much attention to yourself. If you do, could you deliver this letter to Zecora?"

The anubis handed the pegasus a letter, sealed with a black wax skull. The envelope reeked of blood and some odd cologne that was neither pleasant nor unpleasant to the nose.

"Oh?" Sunshine's lips curved upwards. "Another letter to your black and white lover?"

"She is not my lover!" Thanatos snarled, although he couldn't hide his blush. He then murmured, "She hardly even knows I exist."

"What was that?" Sunshine inquired, his ears perking up.

"Nothing!" Thanatos shouted, before stomping towards the stairs. "I was going to offer you a drink and something to do other than mourn your pitiful existence, but I can see that you're clearly busy! If you need me, I'll be in my chambers working on a new incantation!"

Sunshine started after him. "I better make sure you don't blow up the castle or create an entire evil species, again."

"That was an accident!" The necromancer yelled from the darkness below.

"Uh-huh, sure." The vampony said, following him into the depths.

***

In Canterlot Castle itself, four figures were preparing themselves for their debut later that night. Two of the figures were gryphons, the other a Nyx, and the final a pegasus.

The white-coated pegasus fiddled with the tuning pegs of his electric guitar.

At first glance he could have easily been mistaken for a mare, he was smaller than average- in contrast to his large wings- and less burly than the other stallions. His hooves were black, and his eyes a shade of blue so pure they were almost white. His wild mane was gold in color, with black tips. Tied around his neck was a red handkerchief, the only accessory other than his glasses. His cutiemark was one that was well known across Equestria; a silhouette of his guitar to the left, and a silhouette of a king's piece in chess to the right.

He was Cobra Strike, master of music, speaker of the heart and soul, guitarist and lead singer.

"Hey Cobra?" One of the gryphons called out from behind her instrument, a keyboard with a synthesizer attached to the stand, which she was leaning against. "When's lunch? I'm starving!"

The gryphon was a beautiful hen whose entire body, fur and feathers, was a pure snow-white. Well, almost. Her wings varied in color, her marginal coverts were white with the larger feathers being a navy-blue, the primary and secondary coverts ebony-black, and her outer feathers a bright electric blue. Her tail, which fanned out behind her in long curling feathers rather than the standard gryphon tail, followed a similar color scheme. As did the crest of feathers upon her head which almost ran down her neck like a mane. Her beak was long and thick, like a raven's. And her eyes a brilliant shade of lavender. She wore no clothing, only a pair of indigo shutter shades, rainbow-studded bracelets on either forelimb, and the image of a large purple star painted across her neck.

She was Mainstream- her public name was at least; her birth name was Snow Star- the spunky gryphoness with mastery over any piano-related instrument, and professor of sass in attitude.

"Yeah, let's get some grub already! I want food in my belly, and I want it now!" The Nyx spoke next.

Mainstream nodded her head in agreement. "Come on already, let's eat! There are so many different foods here! I've always wanted to try something from Zebrafrica!"

"Ooh, or true Germaney pork." The Nyx, suggested with the licking of her lips.

"Cengoylan dishes are supposedly very good." Mainstream stated.

"What about something from Trotslyvaina?" The fluffy moon creature inquired. "I've always wondered what their food tastes like."

"Yakyakistan!"

"Maretonia!"

"Abyssinia!"

"Which part?"

"All!"

"Okay, okay! That's enough!" Cobra exclaimed, his own stomach starting to rumble. "Look, I suppose we could take a quick break, but we still haven't had a chance to practice as much as I'd like."

"Boo. You're no fun." The Nyx said, sticking her tongue out.

The Nyx was primarily hot-pink in coloration, with cyan-blue being her secondary, and modeled after a fox. She was slightly larger than a pony, even one as large as Trouble Shoes or Bulk Biceps. Her ears and paws however, were violet. The fur around her neck was ridiculously fluffy, while her ginormous tail curled into vesper trails of dream-smoke as it reached its end. Her eyes were gold, with a red outline to them. And upon her back sprouted beautiful twin faerie wings.

She was Melodic Heartbeat, an unbeatable drummer who's heart followed her kick-drum. And also the only Nyx in all of Equis, having left her home on the moon to find her true calling. She also just so happened to be the special-some fox of the glamorous Mainstream.

Cobra sighed, and set his guitar onto its stand. "Melody, you know how important this gig is right? This will be the gig that puts us back up there. We need this."

"So our ratings dropped a little? So what?" Melody, the Nyx, said with a shrug. "We're still pretty popular!"

"Popular," Cobra emphasized. "doesn't pay the bills. And I need to pay those bills right now especially."

The second gryphon suddenly came up and put a claw on the pegasus's shoulder. "Look Strike, I get it. But that's no reason to stress your band-mates over it. I know that it hasn't been easy for you, but you of all ponies should know when enough is enough. Especially with the new foal on the way."

"You're right." The stallion responded with a sharp intake of breath and a small smile. "And when you're right, you're right. I just can't help but to worry. More than anything I just don't want Scarlet to worry, she's been taking this entire pregnancy too harshly for her own good. I mean, I get it, because, well you know. I guess the stress of it is just starting to wear at me. Besides, I did promise Dawn that we'd start spending more time together."

"Then take it easy and relax. Let's go out for a quick lunch and we'll be back in time to practice for the next couple of hours. We have plenty of time, we're not on until after Songbird Serenade." The gryphon reminded, pointing a claw at his overstuffed clipboard. "I have it all planned out here. We have three hours to spare, I say we go out and enjoy the festival while we can."

Cobra's smile grew as his worries subsided. "I think you're right my gryph. Besides, I can use the time to enjoy my sweet little songbird's company. And maybe do a few activities with my son too. I admit it hasn't been easy with the paparazzi up my flank since Scarlet and I agreed to go public when we learned about our little surprise bundle, but its at least given me some time to spend with them."

"And time you will have!" The gryphon said, flipping a multitude of pages over. "Once this moon passes I've completely cleared your schedule for the next thirteen moons! No gigs, no autograph signings, no public appearances!"

The pegasus's worry immediately returned, and he begun to hyperventilate. "Nothing?! There's nothing?! How am I supposed to produce any income?! What about our ranking?! There's no way we can keep it in the top ten hits without producing any new albums or songs! What if they forget about us?! The public's opinion and demand is always changing, and if we aren't making a presence how are we supposed to stay in their interests?!"

"Cobra, that's enough!" The gryphon shouted, effectively silencing his friend. "Everything is going to be fine. You have enough bits as is, you don't have to worry about bringing in revenue for quite a while. And our fans aren't going to forget about us so quickly, we have almost all of Equestria wrapped around our talons. Hoof, in your case. We've even begun to branch out in Prance and Bridletin. So calm down."

"Right, right." Cobra chuckled out sarcastically with a roll of his eyes. "Let's just not do anything, it will all workout in the end!"

"Ugh, can we eat lunch already?!" Mainstream suddenly demanded.

"I think that would be a fine idea." Her brother agreed, ignoring Cobra's grumblings.

The second gryphon was none other than Looking Glass, the manager of their band. He managed everything, from merchandising, which locations they played at, the visual effects on stage, their tour stops and schedule, and making sure they all got payed at the day's end. He was also Mainstream's older brother.

He had a vulture-like beak that was a shiny sable, but lightened into a yellow-beige near the hook of his beak. His front half was that of a Harpy Eagle, including the piercing red eyes, grey-to-black feather coloration, black-speckled white forelimbs that ended in yellow talons, large angular wings, and of course the neck feathers which could frill up at will. And his back half was that of a Spotted Lynx. The fur was white and plentiful. He had almost no tail, only the small nub that lynx's had. Despite his scary looks, he was a rather nice gryphon that didn't have many complaints of his own and instead looked out for his friends, family, and the overall well-being of the band.

Together, they were Paradise Lost. One of the most popular rock bands in Equestria, they had been on the top ten list in one way or another every year since their initial debut.

"Yeah, come on Cobra." Melody giggled as she floated over to him, wrapping her tail around his form. "Why so serious?"

Cobra muttered something underneath his breath, a few choice words that would have been inappropriate to say in front of small foals such as his own son. "Whatever, let's just take a quick break and be back within the hour. I at least hope dad is handling the stress better than me."

***

Princess Luna, Princess Celestia, Princess Cadance, and now Prince Blueblood all stood inside the throne room awaiting the arrival of the long-anticipated Obsidian Vesper and his wife Radiant Hope.

"So these ponies, just who exactly are they aunty?" Blueblood asked. "And why did you pull me from the festival just to meet with them?"

"Because," Celestia began, clearing her throat. "Obsidian and Hope just so happen to be the technical in-laws of your daughter, they're Cobra Strike's parents."

Prince Vladimir Blueblood gulped, and his knees became shaky. Ever since he had first introduced himself to the daughter that he had given up to the orphanage as a foal- who was now a full-grown mare- eight moons ago, he hadn't been able to feel at peace. Of course it hadn't helped that he had decided to go public without his daughter's permission, and now the paparazzi refused- with the exception of when she was in Canterlot because of a certain blue alicorn threatening to give them all nightmares for the rest of their lives- to leave her alone.

Or that he was suddenly at her doorstep every single day. Or that he was constantly sending her and his grandfoal expensive opulent gifts, most of which ended up in the charity bins, 'lost'. It was no wonder she hated him. Or her colt-friend, the father of his grandfoal. Or her foster parents. Or now her in-laws more than likely. In fact, the only one that actually did seem to be willing to give him a chance was his grandfoal.

And he certainly didn't look the part of a father either. While he had started properly grooming himself again, the effects of living in Gryphonia lingered. He had kept the beard for one, although now it was trimmed down but still prominent in a trimming his stylist referred to as 'the Hohenheim'. He had also put on more weight since his return, indulging too much on sweets after nearly starving to death in the homeland of the gryphons; the only food they had to offer was mostly meat with the exception of a few nuts and berries, not that they wanted to share with him. And he no longer so much cared about his reputation or vain looks, his heart only longed for the love and respect of his daughter.

He could only hope to make up for all the years of abuse and neglect she had undergone in the orphanage. In his eyes, Scarlet Thorn would always be the little filly he had given up; his biggest regret.

A sudden loud knocking at the door whipped him from his thoughts and guilt. Their guests had arrived.

Celestia lit up her horn, and the gigantic doors glowed golden as they slowly opened to reveal a small mare next to a large stallion.

The stallion was well-built, with a strong jaw, dominant muscles, and a puffed out chest. His fur was a dark-grey that was just a few shades away from black, while his mane and tail were actually obsidian in color. The mane itself almost seemed to flow, despite there being no vents or open windows in the room. In contrast to his dreary colors, the stallion's eyes were a bright green. While his cutiemark was hidden by a rather tattered looking simple potato-sack style cloak, a thick and rather curved black horn sprouted from his head. Blueblood judged by the mane and dark fur that this was Obsidian Vesper.

While the mare, on the other hoof, was much more delicate. Everything about her was simply, adorable. She was tiny, even by pony standards; maybe about two-thirds of the stallion's height if she stood up on her tippy-hooves. Although, she was also quite beautiful. Her coat was a shade somewhere between periwinkle and lavender, in contrast to her arctic blue mane which curled only slightly but hung tame mostly. Her eyes were the same color as her mane. She was also a unicorn, as told by her longer than average horn. She wore a similar cloak in style to Obsidian, but it was shorter and revealed the image of a glowing golden caduceus. There was no doubt within Blueblood's mind that she was Radiant Hope.

They certainly made an interesting pair.

As they approached, Celestia spoke up.

"Ah! Obsidian, Hope, it has been too long!" She trot over to greet them.

Both unicorns dropped to a bow.

"Princess Celestia." Obsidian greeted.

"Princess." Hope followed.

"Enough of that." Celestia said with an eye roll. "You know there is no need to bow for me, especially not from the two of you."

Obsidian pushed himself off the floor before offering a hoof to his mare. He turned back to Celestia. "It's been a while."

"Almost three years or more, I never keep track of time anymore." Princess Celestia sighed, glancing over to her sister. "I learned not to a long time ago."

"Luna!" Radiant Hope exclaimed, galloping over to the blue alicorn before beginning to dance. "Moonlight, moonlight, fireflies aglow! Light your horn, and let it go!"

The purple unicorn's horn glowed and began to fizzle multiple colors like a sparkler.

The lunar princess giggled, and repeated the gesture. "Moonlight, moonlight, fireflies aglow! Light your horn, and let it go! Ah, Hope, my friend and old student. It does my heart well to see thou are healthy and in good spirits."

"Student?" Blueblood inquired. "Since when have you been taking on students?!"

Luna draped a wing over the mare. "You misunderstand dear nephew. Hope is a student from over a thousand years ago."

"One thousand?!" The white unicorn suddenly shouted.

Hope chuckled, a hoof over her mouth. "I think there's some confusion that needs to be cleared. I'm not technically that old. Obsidian and I were in the Crystal Empire during its disappearance. Our bodies entered a stasis which kept us from growing old. Does that help?"

Blueblood nodded his head.

"Good!" The mare cheered, before teleporting in front of him and levitating him in a telekinetic choke-hold. Her smile turned dark and vicious as Blueblood's face began to change colors while his legs flailed in the air. "Because if you ever hurt my daughter again or, Faust forbid, my grandfoals, I will personally see to it that even Tartarus itself is a paradise vacation!"

She suddenly let him crash to the hard floor below. Blueblood greedily inhaled the air, his chest rapidly rising and falling.

"Mother of me!" Obsidian breathed out in awe. "I still can't get over how amazing she is!"

Hope then offered an outstretched hoof to the white unicorn. "It's a pleasure to meet you!"

Blueblood looked up at her, and then to Celestia, and to Obsidian before his eyes rolled up into his head and he fainted.

"Well that hath been certainly entertaining." Luna said, before noticing somepony was missing and beginning to look around. "Where hath our fellow princess gone? Cadance? Cadance?"

A sudden hissing noise drew their attention.

The pretty pink pony princess of love was hiding behind Celestia's throne, hissing and spitting like a feral cat while pointing an accusing hoof at Obsidian Vesper.

"Cadance. Cadance no." Celestia sternly warned. "We talked about this! Obsidian has changed, he's no longer the e-"

Cadance suddenly leapt at Celestia when she had drawn close enough, knocking the tallest of the alicorns to the ground. She then barreled straight past Luna and Hope, leaping clear over the unconscious Blueblood.

She lit her horn up, and screamed, "DIE FIEND!"

Obsidian's eyes grew wide, and he quickly teleported away just as Cadance released the spell. Where he had been standing was a smoking blast mark. The pink princess snarled, eyes wildly scanning for the grey unicorn. With a red pop Obsidian reappeared. Cadance narrowed her eyes and flew after him.

"Oh buck." Obsidian swore, teleporting away again.

Radiant Hope and Princess Luna just looked at each other.

"Should we do something?" The crystal mare asked.

"More than likely." Luna answered.

"Are we going to do something about it soon?" Hope inquired.

"No." The nightly princess responded.

"Ah. Okay then." Hope said with a click of her tongue. "Although, shouldn't we do something about Blueblood?"

"Indeed. Wouldn't want him maimed by Cadance's magic, would we?" The alicorn responded, teleporting the stallion onto his bed in his room.

They then continued to watch as Obsidian desperately avoided the Princess of Love's deadly blasts, the stallion unable to get a single word in between the barrage of bolts and charging up his own spells.

"Would you enjoy some corn that has been popped and slathered in churned milk?" Luna suddenly asked, teleporting a large red-to-white striped bucket of popcorn into existence.

"Sounds lovely." Hope responded without even looking away from the light show. She dug a hoof into the bucket and shoved a large scoop of popcorn into her mouth.

Meanwhile, from the floor, Celestia mumbled, "No mama! Brussels sprouts are yucky!"

***

One of the tables outside of Cinnamon Chai's Tea and Cake shop was a cause for clamor and commotion. Crowded around the table sat a ragtag group of ponies, changelings, and a single gryphon. Despite all speaking over each other, they still seemed to be holding a decent conversation.

Directing the majority of the conversation were two very different looking mares.

To the left was a fuchsia-pink unicorn mare; her mane was two-tones of yellow, and almost resembled the petals of a flower. She had dark green eyes, and upon her flank the image of a bursting star. The one on the right was another unicorn, more mundane in comparison. Her coat was a very pale blue, so much so that it was nearly white. Her mane was indigo, and hardly anywhere near as thick as the other mare's. She had pale amber eyes that were more of a dull shade of brown, and was wearing dark-azure eye-shadow. The image on her flank was of a purple heart with four outward facing crescent moons. To Canterlot, they were two of the most influential and well-known ponies in the fashion industry; they were, respectively, Sunshine Smiles and Moonlight Raven.

"Timber Wolf attack, aye? Sound 'spicious to me." One of the changelings said. "I ain't ever heard of no Timber Wolf that keeps 'is prey alive for over a week."

The changeling, who was separated from Sunshine by the gryphon, had darker chitin than the other reformed changelings. His chitin was painted mulberry, in contrast to his rhinoceros-beetle shell which was a shiny emerald green and red eyes. His lower neck was also red, and his middle plum in color.

"Scarab is right." Said another changeling, the one sitting next to the purple-ish bug-pony. "Timber Wolves just aren't the type of predators to do that. They always go for the kill. I've never even observed any sort of behavior like that from them. And I should know, I once lived among them in disguise for a couple of months!"

This changeling was more pleasant in general to look at. Her chitin was primarily white, with a pink middle and bright yellow eyes. The chitin over her wings, which was more smooth and less bulky than Scarab's, was a shiny crimson. Her glittering tail and lower neck were also red. Although, unlike the other two changelings present, she lacked a horn.

"And I can still remember what it felt like to transform into it." The changeling sitting next to Moonlight Raven shuddered before turning to the white-chitined changeling. "I don't know Mantis, but transforming into it just felt, wrong."

"Wrong?" The white and pink changeling, Mantis, inquired. "What do you mean Arachne?"

"You know what? Let's just not talk about it." Sunshine Smiles suggested. "I'd rather not think about it."

"But you don't think it's weird? I mean, the fact that you don't even remember the attack at all?" The gryphoness spoke. She glanced over her shoulder, at the nub where her wing used to be. "Because I remember everything."

Sunshine Smiles suddenly gave the gryphoness a comforting hug. "I'm so sorry Giselle. Maybe if it weren't for me, then, you would still be able to race."

"Nah, it's cool." The one-winged gryphoness, Giselle, coolly assured. Although, her pained look said otherwise. "I'm more worried about you. How can you not remember anything? An entire day, just, gone. It's not natural Sunny."

The pink mare shook her head. "I can't remember anything, it's almost like it never happened. The doctor said it was because I blocked out the memory. And I wasn't missing for more than a few hours. I wasn't missing like-"

She didn't finish her sentence. She didn't want to.

They all fell silent around the table, giving a few minutes of silence to mourn the departed. The unicorn Lily Lace, Sunshine and Moonlight's cousin, had been taken from them eight moons prior. And they all had the same bad feeling that whatever had killed Lily Lace had also been the thing that had attacked Giselle and Sunshine. And, they were all sure that it wasn't a Timber Wolf.

Giselle exchanged glances with the changeling sitting next to Raven, Arachne. Eight moons ago, Arachne and Raven had rescued Giselle while she was being wrongfully accused and beaten almost to death by some police ponies. The charge? The presumed murder of Sunshine Smiles. But when the changeling and Raven had stood up for her and against the police ponies, they had saved her life and they had been very close-knit ever since.

Giselle herself was a lovely looking hen. She had white fur, slate grey feathers, a teal beak and talons, and chocolate eyes. Arachne was definitely the brightest one sitting at the table. She was a ridiculous shade of yellow so pure- although her middle was more of a dark-marigold- that even the sun dulled in comparison. She had a purple ladybug shell that hid amethyst wings, the same color as her translucent tail and curious eyes.

"Anypony have good news?" Moonlight Raven, who hadn't really had much to say until now, asked.

The unicorn mare sitting next to Mantis suddenly cleared her throat. "Well Funnel Web and I have exciting news. We were planning on telling everypony at once, but since North Point and Citrus Blush got hit with the Pony Flu, I guess we'll just tell you now."

"You're having a foal!" Sunshine suddenly exclaimed, diving across the table to envelop the mare and stallion in a hug. "Oh I just, knew, knew, knew, knew this would happen eventually! Ooh! I'm so excited! Is it a colt? A filly? Twins?! What are you going to name them?! I've personally always liked-"

The well-dressed stallion, who had to be Funnel Web, put a hoof over her mouth while the mare next to him levitated Sunshine back to her seat. Funnel Web dusted himself off. "No, Sunshine. We are not having a foal. Our daughter is."

Sunshine gasped before screaming, "SCARLET IS HAVING ANOTHER FOAL?!"

Moonlight, Giselle, and the three changelings all covered their ears as Sunshine let out a high-pitched squeal that shattered their tea cups. The ponies coming and going stopped to look at them with curious and angry glances.

"Jeez, have you ever thought about registering your voice as a lethal weapon?" Funnel Web asked, putting his hooves over his aching ears. "The next time something attacks you, you should just scream at it."

"Seriously." The other mare muttered, rubbing her temple.

"Oops. Sorry." The pink mare blushed.

The two ponies in front of her were just as prominent in the world of popularity as Sunshine herself was. The stallion Funnel Web was a grade 'A' model that designers and photographers were always fighting over.

He had white fur, and a short indigo mane which hung over one eye. His eyes themselves were red, and he wore a black denim jacket with spikes embedded in the collar. His cutiemark was that of a black-widow spider. Although most of Equestria knew him as an earth pony, Funnel was in reality a pegasus. He kept his wings hidden during photo shoots, and since he was always wearing something or another in public his wings were never seen.

Meanwhile, the mare next to him held one of the highest hooves in the realm of gourmet cooking. As was told in her cutiemark, two red-hot chili peppers with flames coming off them. Her coat was also white, which really brought out the garnet, ruby, and pink colors in her mane. Her eyes were also pink, and highlighted by the sapphire eye-shadow she wore. She was Cayenne 'Atomic' Pepper, master chef and restaurant critic.

"Anyways," Cayenne continued. "we don't know the gender. Scarlet and Cobra are keeping it a surprise."

"And they haven't decided on a name yet." Funnel added.

"Aw! Foals are so cute!" Arachne exclaimed. before her eyes went wide and she licked her lips. "And so... full... of... love."

"Sooo," Giselle began, ignoring the three changelings as they began to drool. "how far along is she?"

"Eight months. I know, we've waited a long time to announce it." Cayenne apologized. "But it's been all over the magazines."

"In three more months we'll be able to meet our new grandfoal!" Funnel finished, clapping his hooves together.

"Oh I'm so happy for you!" Sunshine exclaimed, going to dive across the table again before her sister stopped her.

"So excited." Raven stated, although her dull demeanor had not changed.

Sunshine began to look around. "Isn't she in Canterlot right now?! I have a great idea! Let's see if we can find her!"

"No need." Funnel said, pointing a hoof into the crowd. "It looks like she has found us."

Scarlet Thorn and Black Dawn trot out of the crowd. The pegasus mare surveyed the area before her face lit up once she had seen them.

"Mom! Dad!" She called out, galloping over to the table.

The pegasus and unicorn were quick to greet her with a hug.

"How are you my rose thorn?" Funnel asked.

"Oh, we're just so excited for you!" Cayenne exclaimed, hugging her again.

"Admittedly," Scarlet gave them a sheepish look and put a hoof to her belly. "hungry."

"Nonni! Nonni!" Black Dawn called out, practically running into Cayenne.

Cayenne feigned a surprised gasp. "Black Dawn! What are you doing here?!"

Black Dawn giggled. "Having fun!"

The unicorn floated the colt out of her arms, and onto the ground. "Well it certainly looks like it."

"Hey! What about me?!" Funnel pouted, pulling the young pegasus into his forelegs.

"Nonno!" Black Dawn shouted, nuzzling into him.

"Aw! You must be Black Dawn!" Sunshine squealed, teleporting in front of him. "I know we haven't met yet, but I'm totally your aunt Sunshine!"

Black Dawn squirmed out of her hug, and quickly hid behind his grandparents.

Raven walked over to her sister, who was near the point of tears, and pat her shoulder. "Maybe next time Smiley."

"B- b- b- bu- bu-" Sunshine stuttered out as Raven dragged her away by her tail.

"And I'm going to get these guys out of here." Giselle announced, wrapping her tail around the three changelings who were drooling over Scarlet like she was a five-course meal. "See ya!"

Soon it was just the four of them, technically five as Scarlet felt the foal kick.

"So what do you want to do for lunch?" Cayenne asked. "Because I've got a few places in mind."

"Well I was thinking about this place called The Tasty Treat. Only thing is, I don't exactly know where it is." Scarlet rubbed the back of her head.

"Lucky for you, your talking to Equestria's number one food critic!" Cayenne said with a wink. "I know where The Tasty Treat is, and I can get us a table fast!"

"But what about dad?" Black Dawn suddenly piped from his perch, having climbed onto Funnel's back. "Dad is supposed to eat with us. He promised."

"Well let's see if we can find him then." Funnel said beginning to trot into the crowd. He turned back to the two mares. "Are you coming or are you just going to sit here and wait for The Tasty Treat to come to you?"

"We're coming, were coming!" Cayenne assured, sticking out her tongue. She turned back to her daughter. "So Scarlet, where is my grandfoals' father anyways?"

Scarlet giggled. "Cobra should be at the castle with the rest of his band doing a sound check and some practice."

"Hey! Everypony!" A stallion suddenly shouted. "Cobra Strike and the rest of Paradise Lost are in the Ponyville Sweet Apple Acres Section!"

"What?!"

"Since when?!"

"No way!"

"Let's go!"

"How does my mane look?!"

The crowd began to stampede towards the direction the stallion was pointing in.

"Or," Scarlet said with a slight huff. "he's out enjoying the festival."

***

"Why howdy there Mr. Cobra Strike sir!" An old green mare, known throughout Ponyville as Granny Smith, greeted. "What brings you ta' our slice of pie?"

"Just, passing through really." Cobra Strike quickly said, not really wanting to take any more time than necessary.

"Nonsense!" Granny Smith stated, pulling him along with a surprisingly strong grip. "Ya'll here for ta' festivi-what-ya-ma-call-thems!"

"No, really!" He grunted as he struggled to break free. "I'm kind of, in a, hurry!"

"Ah, apple cores!" The elderly pony dismissed his pleas with the wave of her hoof. "It ain't even half-past high noon yet! Ya'll have all day!"

Cobra shot a glare to his manager and band-mates, who were giggling under their breath as they followed after the pegasus and old mare. He mouthed out, "Help me!"

Melody just shook her head. "Uh-uh doll. We all want to have our fun!"

If only the pegasus had fingers, claws, or talons.

Granny Smith continued to drag him around the tables and booths. "Here we have ta' good ole' fashioned home-cookin'! Apple fritters. Apple pies. Apple turn-overs. Apple tarts. Caramel apples. Apple cider! Apple jam. Appled apples."

"Lots of apples." Cobra noted.

"More t'an ya can name!" Granny Smith declared before pulling him along. "And here we got ma families' booths. Bouncy Pie. Strength Kick. Guess ta' Chicken's Weight, designed t'at one ma'self. Hay Jump. Apple Bob. Apple Toss. World's Biggest Apple! Ta' Pie Shop. Ta' Apple Cart. Big Mac's pullin' the whippersnappers in his Train Cart! Apple Jack is monitorin' ta' Lasso Toss! And sweet Apple Bloom and her friends are tryin' ta' attract some new custo-mers to their little club! Say, don't ya have a wee little 'un of yer own?"

"Yeah, yeah. I hear you, I hear you." Cobra said with a huff, stomping over to the booth where three little fillies sat.

"Hi there!" The white unicorn chirped. "I'm Sweetie Belle!"

"And I'm-" He was about to take her hoof when it was suddenly smacked down by the orange pegasus.

"Sweetie!" The pegasus hissed. "Don't you know who this is! This is Cobra Strike!"

The unicorn filly just raised her eyebrow. "Huh?"

"Don't you ever listen to anything other than jazz?!" The orange pony asked through grit teeth.

The little yellow filly with a bow rolled her eyes, extending her hoof out. "And I'm Apple Bloom."

"Cobra Strike." The stallion greeted, taking her hoof.

The orange pegasus's jaw dropped. "Apple Bloom! Do you know what you just did?!"

"Um? Gave ta' nice pony a hoof shake?" Apple Bloom said.

"You just shook hooves with Cobra Strike! The Cobra Strike!" The little pegasus exclaimed.

"Scoot-a-loo, I think yer over-reactin'." The yellow filly stated.

"Am not!"

"Are to!"

"Am not!"

"Are to!"

"Am not!"

Sweetie Belle just sighed. "Sorry about this Mr. Cobra Strike. They can get underneath each other's hooves sometimes."

"It's okay. Between you and me, so do my band-mates." Cobra said with a smile before turning to leer at his friends who were now enjoying some of the food the Apple family had to offer. He turned back to the filly. "So, Granny Smith says you and your friends are trying to recruit young colts and fillies?"

"That's right!" Sweetie exclaimed, stepping away from the other two fillies who had begun to tussle with each other. "Apple Bloom, Scoots, and I are running a Cutiemark Camp! Our goal is to not only help colts and fillies who are looking to get their cutiemarks, but we also want to help those that don't understand the meaning of their marks!"

She handed the stallion a flyer. Cobra looked it over with curious eyes; he broke into a grin as he read aloud the flyer's contents. "Games. Activities. Obstacle courses. Planned lessons. Free?! Where do I sign up?!"

Scoot-a-loo suddenly stopped fighting with Apple Bloom. "You want to sign up for our camp?"

"Really?" Apple Bloom followed, equally as confused.

"No. It's not for me. It's for my son." Cobra explained.

"You mean the colt in Mrs. Pearl Emerald Orchid Sky's class?" Sweetie asked.

"The one with ta' weird cutiemark?" Apple Bloom inquired, immediately receiving a jab from the orange filly. She glared at Scoot-a-loo before continuing. "We've tried talkin' to him before, and he don't want nothin' ta' do with us."

"Yeah, and trust us, we've tried!" Sweetie chimed.

"I mean, he's just so young and he's already got his mark. It ain't somethin' I've ever seen before." Apple Bloom stated.

Scoot-a-loo nodded her head. "And I've never seen a talent like that! A sun with a gem? I mean, what is that even supposed to represent?!"

Cobra raised an eyebrow. "Oh?"

The little filly immediately regretted her choice in words and nervously gulped. "What I meant, hehe, is that I've never seen such an interesting cutiemark before. I'm sure that whatever his talent is, it's absolutely amazing. Um, here's the sign-up sheet?"

Cobra Strike gently took the clipboard from her. "Thank you."

For the next minute, he silently filled out his son's information. Name. Birthday. Allergies, of which there were none. Then he moved on to fill out his and Scarlet's own contact information, which was just their address and other places to find them.

Apple Bloom and Sweetie Belle high-hoofed as the stallion handed back the clipboard.

"Wow!" Scoot-a-loo gasped out. "We're going to have Cobra Strike's son as a Cutiemark Crusader!"

Cobra chuckled as he walked away from the excited trio, maybe taking some time to enjoy the festival wasn't such a bad idea after all.

"Hey everypony!" A stallion shouted out. "Cobra Strike just signed his foal up for that Cutiemark Camp! We should too!"

"Ooh, I want my Jet to be friends with a famous pony's son!"

"Yeah, good idea!"

"Me next! Me next!"

"Out of the way!"

"Watch it!"

"But mooom! I don't wanna!"

Or, not.

From behind him, he heard Scoot-a-loo squeak out, "Uh, I think we're gonna need some more paper!"

"A lot more paper! And more clipboards! And pens!" Sweetie added.

"Please! If ya'll could just form a line!" Apple Bloom shouted.

Cobra just shook his head. Someponies were really trying too hard.

"Hey, hey, hey!" Mainstream called out, waving him over. "You'll never guess who we found!"

The gryphoness and Nyx stepped aside to reveal his family.

"We found Scarlet and Dawn!" Melody announced. "Oh, and Cayenne and Funnel too."

"Dad!" Dawn exclaimed, jumping off of Funnel and galloping over to his father.

"Hey Dawn!" Cobra chuckled as Black Dawn slammed into him with a hug. "Have you been treating your mother well?"

"Uh-huh!" The colt nodded his head. "What are you doing here?!"

Cobra showed him the flyer, which he was holding in his wing. "I just signed you up for Cutiemark Camp with the Crusaders! Doesn't that sound fun? Are you ready to be a Cutiemark Crusader?"

Black Dawn's pupils shrunk before he screamed out, "NOOOOOOOOOOOOOOO!"

Scarlet Thorn giggled to herself at her son's dramatic display. She then caught a fleeting glimpse of light-blue in the crowd, and with it, black and white.

"Huh? Was that Gallant and Sound-Off?" The mare inquired.

***

Meanwhile, floating over the Macintosh Hills, was a large airship. And inside of that airship an armored mare who was pacing back and forth.

"Hey Tempest! Come on, we'll be there soon!" A strange pug-nosed hedgehog creature assured.

The mare, a sangria-purple with a fuchsia mowhawk, suddenly spun around to face him. Atop her head was the reminisce of a horn, which sparked dangerously with raw magic since she had nothing to channel it through. "Soon, isn't soon enough Grubber!"

The creature, Grubber, flinched. "O- okay then, yeah, we could probably go a little faster. Oh, so where are we, like, heading anyways?"

Tempest's steely teal eyes narrowed, bringing out her scar. "Equestria."

"Oh! That's, like, where your from!" Grubber said with a nod, taking a bite out of a sponge-cake in his paw. Speaking through the cake, he said, "With all the other ponies like you."

Tempest suddenly slammed him into the ship's hull. The cake fell to the ground. "I AM NOTHING LIKE THEM!"

"My cake!" Grubber cried out, grasping for the fallen pastry.

"Ugh, imbecile." Tempest released him from underneath her hoof. She turned back to face him, horn still sparking dangerously. "And have this thing sped up. I want to be in Canterlot within the hour."

"Uh-huh. Will do." Grubber sniffled out, looking sadly at the wasted cake.

"Good." The unicorn said, walking away. "Celestia, Celestia. It's been too long."

Fading Smiles

Author's Note

So I just got followed by one of my favorite authors!
:pinkiehappy::yay::twistnerd:
This chapter is dedicated to you senpai!
And a special thanks goes to all my followers, and readers! Bless you guys!

Now down to business!

For Voice:

Horus = Jack Spicer (Xiaolin Showdown)

Missy = Demona (Gargoyles)

For Tornado's Ninja Hounds:

Yin = Qurow (RWBY)

Youko = Erza Scarlet (Fairy Tail)

Reaper = No-Face (Spirited Away)

Skull = Ryuk (Death Note)

Lobo = Undertaker (Black Butler)

Cinco = Grell Sutcliff (Black Butler)

Sex = Lucifer (The Devil is a Part-Timer)

Cherub = Wrath (Fullmetal Alchemist Brotherhood)

Guess what game I've been playing?

Major Detail Spoiler:
How were Tornado and Lullaby caught? Who know's! Impending flashback in upcoming chapter!

Warning:

The Gore starts here!

Spoilers Ahead

Cigarette usage. (Blame Sunshine)

*Links ahead! None shall stop me now! I am the Overlord of Links!

Fading Smiles

A unicorn mare fiddled with the controls of her synthesizer.

The mare had white fur, and a two-toned blue mane; her mane altered from lapis-to-sapphire. Resting upon her muzzle was a pair of shades with purple lens, and carved into her flank the image of a conjoined eighth-note. Next to her was a Cengoylan Tervuren. The dog was black from the neck up, and his coat patches of gold, umber, black, and white; he also wore the same exact pair of shades.

From atop the, regrettably, pink stand the mare fidgeted with her headset using her magenta magic. She suddenly cleared her throat and spoke into it, "Good morning Canterlot! I'm DJ Pon-3, and this chill pup with me is the W-0-1-F! Testing, testing! Are we clear?"

"Crystal." Another pony answered, trotting up to the DJ.

This mare was light-grey in color, her fur holding the slightest brown tone to it. Her carefully groomed mane was mahogany in color, and slicked back. Displayed proudly around her neck was a white-collared bow tie that was pink in color, and upon her flank an amethyst treble cliff note.

"Yo Tavi! What brings you here?!" The unicorn asked.

The earth pony stopped to pet the Tervuren, who had come to greet her. "Hello mongrel, and how are you today?"

The dog, Rover, yipped in excitement. He liked this mare. Sure she was a little stuck-up, and wouldn't let him on her bed, and tried to bathe him too much, but he still liked her a lot. She called him 'mongrel', which wasn't his name, but it sounded nice so he liked it. He liked her. She smelt good, and had fun things to chew on. He definitely liked his new mistresses over his scary old master, who had made him work all day and all night.

"Rover! Here boy!" Vinyl whistled. "Come here!"

Rover's ears perked up. Queen mistress was calling! He rushed over to her.

"Thank you." The grey mare said, wiping the dog slobber off of her chest. "Really Vinyl, the next time you decide to get a pet, warn me first."

"Sorry, Tavi." Vinyl apologized. "I was totally gonna tell you, but I wasn't expecting, you know, him to break down our door and drag poor Zecora into our house. I was hoping more for a formal introduction, but, eh."

Eight moons ago, Vinyl Scratch had joined Z.O.D.I.A.C. after surviving a week in a Vanished hive. During that time she had unlocked powers that not even the alicorns themselves could even ever hope to reach. What's more, she had become something new entirely. A living weapon essentially. After learning of Vinyl's 'condition' and of her new life as a secret agent, Octavia Melody had rather loudly- the Lunar Guard still had nightmares about it- demanded that Princess Luna let her join as well. And joined she had. But doing office work of course, what else?

"Oh, it's fine. it's fine. Nothing that we can do about it now." Octavia stated, trotting over to the other mare. Her ears suddenly perked up. "What is that?"

Vinyl suddenly picked up the sound of harmonic music. Her pupils shrank behind her glasses. "Oh no! It's 'The Singing'! Quick, put on these head phones before- Tavi! Tavi no!"

"A party to be proud of! A day of games and fun! Just you wait and see, a magic day in perfect harmony!" Octavia suddenly belted out, not that Vinyl or Rover could hear her from the headphones the DJ had shoved on their heads.

"Tavi! Tavi, come back! Fight the music!" Vinyl cried out. "Oh why is this happening?! Why?!"

She felt a sudden tap on her shoulder, and turned to see Princess Twilight. But before she could get a word out the purple alicorn soared away. The music disappeared with her, going just as suddenly as it came.

Octavia shook her head, and grumbled. "Ow, my head! What happened? When did I leave the stage? It was almost like I wasn't in control of my own actions, like I was acting out of character for the pure enjoyment of an outside viewer."

"Tavi! You're back!" Vinyl exclaimed, throwing herself at the mare.

"Back? Was I ever gone?" Octavia inquired.

"Oh never mind. You know, you should really get some headphones. Like, you really should." The unicorn suggested.

"Nonsense, I'd rather not turn my brain into mush." Octavia stated, her headache already fading. "Well I'm going to go and enjoy the festival. I was hoping you would want to come with, but obviously you're in Crazy Town right now. Come find me after you've found your head and screwed it back into place."

"What about some cozy earmuffs? Ear plugs? What if I got you a walk-pony with all of that high-end instrumental stuff you like?! Please Tavi! You need it a lot more than you think! There's a reason I wear headphones all the time!" Vinyl shouted after the mare.

Meanwhile, passing the stage at that exact moment were Gallant Aurora and Sound-Off.

"Ugh, come on!" The dragoness whined, flying next to him. "All we've done is patrol, patrol, patrol!"

"And that's all we're going to do." Gallant stated, continuing his trot. "Hmm, nothing suspicious so far."

"That's because there is nothing suspicious to be worried about!" Sound-Off exclaimed, when she suddenly got an idea. "Hey Gallant, have we checked the castle yet? I mean, it would be the perfect place for a surprise attack. I doubt the princesses would ever suspect an attack from within the castle itself! All four alicorns in one place after all, an ambush in the castle would be the absolutely perfect place wouldn't it?"

Gallant gasped. "By Faust, you're right! Let's go!"

The unicorn suddenly cast a spell over himself, and two wings of purple light suddenly sprouted from his back. He then took off at a speed that could rival a Wonderbolt. The dragoness followed after him, to an extent of course. She soon allowed herself to fall back, and watched as her patriarch became a dot in the distance. He would be so worried protecting the princesses that he wouldn't even notice she was gone until he had checked half of the rooms of the castle. She was going to be in so much trouble.

Sound-Off snickered to herself. "Okay, now what?"

She began to soar over the festival, passing over tents, booths, and sales carts. The dragoness soon flew over a large stage where Songbird Serenade was destined to preform.

A white unicorn mare with an elegant purple mane was grumbling to herself as she struggled to fix a knot of a ribbon that was supposed to be a bow, the stage was filled with them. Leaning against the stage was a rather plump purple and green dragon, who was indulging on a basket of colorful gems. Sound-Off recognized him as Spike, the foster dragon to Princess Twilight Sparkle.

The dragoness indecisively hovered in the air.

She and Spike had never been on a good basis, although he had at least tried to be her friend up until the 'Bunny Incident'. After that, he avoided- or ignored- her all together. And rather rudely shrugged her off whenever she tried to start a conversation. But the truth of the matter was, Sound-Off liked Spike. As in, liked-liked him. Which is what led her to her ultimate choice.

"Spike! Hey Spike!" She called out, spiraling down to meet him.

Spike pushed himself up and jogged away from the stage, looking for the source of the voice. But upon seeing her his face quickly grew hardened and disgusted. "Oh, it's you."

"Haha, yep! It's me!" Sound-Off nervously laughed out. "Just... me."

"What do you want?" Spike sneered. "Are you here to eat Fluttershy's birds this time?"

"No! No!" Sound-Off exclaimed, trying to keep herself calm. "I just thought that maybe we could... hang out? There's this, uh, there's this great grilled squid stand. I know the gryphon who owns it, and I can get us a great discount!"

"You're kidding me. This is a joke, right?" Spike snorted.

"Oh, I- um- It's no joke!" Sound-Off finally managed to stutter out.

"Wait, you mean you actually want to-?" Spike suddenly began to laugh. "You- you thought that we- that we could actually hang out? After what you did to those rabbits? After you tore them apart? I still remember what you did! Everypony in Ponyville does! But at least they had the benefit of not actually being there, unlike me and Fluttershy."

The purple and green dragon suddenly began to stomp towards her, claws clenched into fists. The dragoness found herself strangely intimidated, Spike was only half her height after all. Still, his words struck at her heart.

Sound-Off began to slowly back away as Spike continued his approach. "Come on Sp- Spike, it's- it's me! We- we used to be fr- friends, re- remember?"

"All I remember," Spike continued. "is a beast that murdered Fluttershy's forest friends! And a monster that nearly did the same to Fluttershy! You should feel lucky that she didn't press charges! Because if I hadn't been there to stop you... who knows what you would have done?"

"I- I- I- But- It was- I didn't want- I- I didn't mean to-" Sound-Off began to hyperventilate.

"To what? To nearly kill one of my friends?!" Spike shouted. "You really think that I'd want to hang out with you? And go out and eat, ugh, meat?"

Sound-Off gulped. "B- but King Thorax and Ember-"

"Thorax is a vegetarian! And at least Ember doesn't do it in front of me!" Spike's eyes narrowed. "Besides, from what she says, she at least has the decency to swiftly put it out of its misery first."

"Spike, please! Please stop!" The dragoness pleaded, tears beginning to well up in her eyes.

"The fact of the matter is Sound-Off, that friends don't hurt friends! You hurt Fluttershy, the most innocent and kindest mare in all of Equestria! And you hurt me!" Spike pointed to his inner-thigh, to reveal a set of scars- claw marks- in an area that wouldn't be very noticeable. The purple and green dragon looked at her with eyes full of guilt and sadness. "Maybe once we were friends, but we're not anymore. And we never will be."

"Spike I-" Sound-Off began, but Spike held up a claw to silence her.

"So stay away from me," Spike glanced back at the unicorn mare, he turned back to the dragoness. "and my friends."

Spike turned away, leaving Sound-Off to swallow her sobs. A sudden shadow loomed over him, causing the dragon to look up. Suddenly the shadow swerved down, and crashed in front of him.

"Hey!" The new arrival snarled. "Just who do you think you are, making a fine dame like that cry?!"

Spike gulped. The new arrival was a lot taller than he was, about Garble's height.

"Horus!" Sound-Off cried out, wiping away her tears.

Horus's emerald eyes narrowed as a growl formed in his throat. He leaned down so that he and Spike were eye-level. "I don't know who you think you are, pickin' on a dame like that. That's not gentle-drake behavior, now is it?"

The intruder was very interesting to say the least. He was a skinny for one, his body built much more serpent-like. Horus didn't have scales so much as he had fur; the mint scales he did have were on his torso, upper arms, and tail. Although covering his chest were large scales that were orange-to-yellow in pattern. Soft cobalt-blue fur covered his lower arms, neck, and lower half; although the fur on his face was the same color as his scales, minus the tips of his large fluffy ears.

He had orange fins that were longer than Spike's, and curved horns which sprouted from his head and arched back around his ears. And his spikes were a bright yellow, growing forward and almost covering his left eye. He also had a yellow nose spike, a purple tongue, Anugyptian kohl eye-liner, and a hood of wool-like fur growing from his neck. Most stunning of all, however, were the white-feathered-wings sprouting from his back.

Spike glanced up at him in awe. "Are- are you a dragon?"

"No, I'm a Breezie." Horus rolled his eyes. "Duh, I'm a dragon! Ain't you ever see a sky dragon before?"

"Sky... dragon?" Spike tilted his head.

"Wait, you don't seriously think there's only one type of dragon do you?" Horus asked, before turning to Sound-Off. "Seriously?"

"Wait." Spike glanced at the ground, eyes searching. "Then, what kind of dragon am I?"

"I don't have time for this. Look, why don't you go ask your patriarch or matriarch?" Horus suggested. "I'm sure that they can clear this all up for you. And while you're at it, learn some better manners. A gentle-drake does not make a dame cry."

"Hang on!" Spike moved away from Horus, who had been pushing him away. "What's a patriarch and matriarch?"

Horus blinked. "Um, your mom or dad?"

"I don't know my parents." Spike said, kicking out at a rock.

"No, the unicorn that hatched you." Horus clarified.

"You mean Twilight? She knows less about dragons than me!" Spike pointed out.

"Wait, what?" Horus sighed, and put a claw up to his head. "Look, kid-"

"I'm not a kid!" Spike suddenly piped.

Horus's eyebrow rose. "You sure about that, shrimp?"

"I'm not small!" Spike suddenly shouted. "And I'm thirteen!"

Horus blinked. "You, you're thirteen? In pony years?"

"Yes!" Spike exclaimed.

"Then... why are you so short?" Horus inquired, squatting down with a claw to his chin.

"Ugh, what are you doing?" Spike asked, giving the other dragon a weird look.

Horus continued to observe him, nodding his head and mumbling to himself. The sky dragon finally reached a conclusion. "Okay, okay. I get it."

"Get what?!' Spike growled, beginning to grow impatient and annoyed.

"I get that you," Horus poked him in the chest with a claw. "are horribly malnourished."

"What? No I'm not!" Spike held out the basket of gems. "See!"

"Yeah." Horus gave him an unamused look. "You do know that eating gems is the equivalent of eating junk food right?"

Spike looked down at the glittering gem stones. "Wh- what? But Princess Ember-"

"Isn't doing anything for her figure." Horus interrupted before flicking his spikes, which vibrated. "Just as I thought, you're not getting enough iron either."

"What are you-" Spike began when Horus suddenly pinched his arm. "Ow! What was that for?!"

"And your scales could be harder as well." Horus simply muttered.

Spike rubbed the spot where the sky dragon had pinched, and glared up at him. "You know what? I'm done with this!"

"Hey! Where are you going?!" Horus called out to the smaller dragon.

"Away from both of you crazy dragons!" Spike yelled back, stomping towards the stage.

"That was weird." Horus said before turning to Sound-Off, who was sitting on a hay-bale and sniffling to herself.

Sound-Off felt the hay indent slightly as Horus sat next to her. She wiped her snout on her arm. "Hey. Thanks for that."

"Ah that? That was nothin'." The sky dragon said nonchalantly. "How's you?"

"I'm fine." Sound-Off assured, although even she could tell how fake it sounded. "Just fine."

Horus frowned. "You don't sound fine."

"I'm fine." Sound-Off repeated, shrugging her shoulders.

"Tell you what." Horus jumped off of the hay-bale. "Let's go get one of them fancy-schmancy spell books you like so much, on me."

"R- really?" Sound-Off began to smile, even if it was only a little.

"Sure." Horus offered her a claw. "They're like, what? A couple hundred bits for the good stuff? Pfft, that's what these are for."

Sound-Off chuckled at the gems Horus pulled from his fluffy pants. "Aren't those Spike's?"

"Yeah, so?" Horus held one of the gems, a large ruby, to the sky. "I still think that they'll fetch a pretty price. Don't you?"

"You kleptomaniac you." Sound-Off said, giving him a good-natured jab on the shoulder.

"What? It's not like he's going to miss them much." Horus put the ruby, along with the other gems, into his pocket.

"Tsk, tsk, tsk. Stealing? How inappropriate." A new voice piped.

Sound-Off and Horus spun around to see a white unicorn mare with the image of a black broken heart tattooed under her right eye.

The mare's mane was somewhat of a mohawk, and three different colors. Atop her head, and hanging downward, it was cherry-red. Starting on the middle of her scalp, her mane turned orchid. And once it reached her lower neck, it was an arctic-blue that ended in a rat-tail. Her eyes were also red in color, and she had two silver piercings; one in her right ear, and another on her tongue. The unicorn's horn held a slight curve to it, most prominently at its tip.

However, more noticeable than her wild mane was her armor. She wore an admiral-blue helmet, which spiked upwards while covering her snout and protecting her cheeks. The armor around her neck, meanwhile, was purple in coloration with silver braces. The chest piece was also blue, with a red crescent moon as its centerpiece, and shaped like the lunar-royal crest of the Lunar Guard. Upon her back was a purplish-black series of pieces that overlapped one another, ending in a row of spikes, that resembled a beetle shell. The 'shell' was held fast be purple mesh that resembled scales, and a thick strap around her belly. The purplish-black armor around all four of her legs went up to her knees, creeping upwards like ivy. Her cutiemark was completely obscured by all the armor.

"Mama!" Horus cried out, immediately shoving his claws into his pockets. "What are you doing here?!"

The unicorn walked over to him. "I think the better question is, what is she doing here?"

Sound-Off nervously laughed. "H- hi Missy."

"Hello Sound-Off." The mare, Missy, greeted. "I'm guessing that you tricked Gallant, and managed to escape his hawk's eye?"

"Uh, yeah?" Sound-Off admitted.

"Clever girl." Missy teased. "So how much longer do you think you'll have until he realizes that you're gone?"

"How about, now?"

Gallant Aurora glided down from the sky, an unbelievably angry look upon his face,

"Ooh!" Horus hissed into her ear. "You're in trouble!"

"Oh, you noticed." Sound-Off sheepishly smiled, rubbing her arm.

"Of course I noticed!" Gallant growled. "It became fairly obvious that you had flown off somewhere when I didn't hear you complaining every five seconds! I swear, I can't take my eyes off you for a single second!"

"Uh, Gallant?" Sound-Off suddenly piped, looking up at the sky.

"Do you even care that you worry me? The stress you put me through? I'm already getting grey hairs!" Gallant continued.

"Uh, Gallant." Sound-Off repeated, eyes still in the sky.

"I mean, after what you pulled?! Well guess what?! Any trust you rebuilt was just shattered young lady!" The blue unicorn said. "We are going straight back to the castle, and I am putting a confinement spell over your room! And then I'm going to have to patrol for any dangers on my own!"

Sound-Off suddenly grabbed him by the muzzle, and turned his head upwards. "You mean something dangerous like that?!"

"What the-?" Gallant gasped out.

The sky had suddenly grown dark with dark-grey clouds. From within the clouds emerged a colossal airship. It's armored hull was black, and displayed a strange glowing blue symbol; the balloon portion of it was a dull-purple. As the airship emerged from the storm, it knocked over towers and buttresses. The stone structures crashed to the ground below, crushing whatever happened to be underneath them. The festival went silent, other than confused and frightened whispers.

***

From within the airship the mare known as Tempest Shadow smiled wickedly to herself.

She took a deep breath, and slowly released the air. "Home, sweet, home."

Tempest chuckled to herself. She slowly began her march towards the ramp, hearing the echo of Grubber's voice throughout the hollow corridor.

"Ponies of Equestria! We come on the behalf of the fearsome, the powerful, the almighty... Storm King!"

She rolled her eyes at all the frightened gasps and cries. Her horn began to spark.

"And now, to deliver the evil, evil message, put your hooves together, for Commander Tempest!"

Tempest popped her back. "Let's get this over with."

She stepped out of the red mist, plastering on a cold and emotionless mask.

Princess Celestia stepped forward. "Tempest, is it? How may we help you?"

The broken-horned unicorn glowered at the white alicorn. So, she didn't remember after all.

Tempest's horn sparked, but she forced back the anger. "Oh, I'm so glad you asked. How about we start with your complete and total surrender?"

"Hi there!" A purple alicorn suddenly spoke up. Tempest raised an eyebrow, there were only three alicorn princesses the last time she had checked. Nonetheless. The purple princess continued. "Princess of Friendship. Not exactly sure what's going on, but I know we can talk things out."

Tempest rolled her eyes. "Oh, goody. All four Princesses. Here's the deal, ladies. I need your magic. Give it up nicely, please, or we make it difficult for everyone!"

The blue alicorn stepped forth, a glare upon her brow. "And why should we cower before you? There's one of you and hundreds of us."

Tempest chuckled, shaking her head. She suddenly leered down at the ponies before her with a maniacal smile. "I was hoping you'd choose, difficult."

A series of growls started up behind her as her Storm Army stomped out from the hull of her ship. And she heard the rest of her fleet emerge from the storm. The ponies began to panic as more of her army jumped from their ships, and crashed to the ground below. She smiled as one of them picked up a mare in its massive paws, and chucked her into a nearby stand. The mare fell to the ground, blood pooled out of a wound on her head.

Before the princesses had a chance to react, she suddenly leapt into the air and kicked a green orb their direction.

Cadance quickly threw up a shield spell, but her magic was weakened from the earlier 'battle' with Obsidian Vesper. She grunted, and screamed as the orb hit her. It shattered upon contact, petrifying the princess from point of contact in black crystals.

"Cadance!" Celestia cried out.

"I... can't... stop it!" Cadance gasped out, becoming fully entrapped within the crystal.

Tempest suddenly took off into full gallop. This was her favorite part.

Celestia suddenly turned to her sister. "Luna, quick! Go south beyond the Badlands! Seek help from the Queen of the Hippo-"

Tempest kicked out the orb, and it exploded against the goddess of the sun. Celestia screamed as the crystal enveloped her, her world going black. She then turned her attention to the goddess of the moon and stars, who had begun to fly away. The broken-horned mare let loose another orb with a powerful kick. It hit his mark, and the lunar princess let out a surprised yelp as the crystals began to encase her body.

"MOTHER!" Gallant Aurora cried out, beginning to fly towards her.

"GALLANT!" Missy suddenly yanked him back by his tail. "WE NEED TO GO!"

Gallant looked back to his princess. He noticed the only free alicorn, Princess Twilight Sparkle, struggling to catch Luna in her magic. The blue unicorn closed his eyes, channeling his own magic. Luna was floated safely down to the stage.

"I'm sorry mother." He muttered, before taking off with Missy.

Sound-Off and Horus flew behind them, dodging the grubby claws of the Storm Creatures as they went. The dragoness was suddenly yanked back.

"Dad!" Sound-Off called out, her tail caught by one of the creatures.

Gallant suddenly spun around. "LET HER GO YOU HELLION!"

The unicorn let loose a powerful blast of purple magic, which knocked the surprised Storm Creature off its feet. The creature yowled as it was rocketed across the plaza. It landed in a crumpled heap with the cracking of its neck, dead.

"Thanks dad!" Sound-Off gasped out as he floated her over to him in his magic.

Meanwhile, Missy galloped ahead with Horus at her side.

She suddenly pulled free a small guitar-pick-shaped shield from her side. With a tap it rapidly expanded outwards to produce a larger circular shield with bladed edges. Missy tossed the shield into the crowd of Storm Creatures. It arched in a semicircle, slicing the heads off of all thirteen of them. She caught the shield as it came flying back, and the bodies fell to the ground.

Horus turned to the creatures behind them, flying backwards.

"I'll show you what an Iris Storm Dragon can really do!" He growled out, suddenly flying into the sky.

The dark clouds began to swirl above him, like a giant whirlpool of darkness. Suddenly bolts of lightening crashed into him in flashes of different colored light. His wool-like fur began to spark with the electric discharge. Horus suddenly let out a tremendous roar of rainbow-colored lightning bolts, leaving charred corpses in his wake.

"Horus!" Missy cried out, shredding straight through the middle of a creature. Crimson splashed against her face. "Let's go!"

The sky dragon nodded his head, flying after his matriarch.

Back with Gallant, Sound-Off looked back at chaos behind her.

"I hope mom is okay." She mumbled.

***

Cobra Strike slammed against the Storm Creature; smashing all four hooves against the creature's head, which crumpled inwards with the splatter of blood and brain. He took off to the skies before the remaining creatures had a chance to catch him.

The Storm Creatures howled in rage, unable to hit the white blur as he flew circles around them. Meanwhile, Cayenne Pepper and Funnel Web stood protectively in front of Scarlet Thorn and Black Dawn.

"Well love?" Cayenne turned to the stallion next to her.

"Yes my spicy little pepper?" Funnel responded, pawing at the ground like a bull about to charge.

"Shall we turn up the heat?" Cayenne asked as the Storm Creatures slowly approached.

"Let it burn." Funnel growled.

Cayenne suddenly smiled before rearing up onto her back hooves and letting out a battle cry, "AIYEYEYEYE!"

The unicorn mare's horn suddenly erupted into a flaming inferno. The flames spun outwards in a beautiful and deadly spiral, setting flame to the Storm Creatures. The smell of burning flesh and singed fur filled the air. Funnel Web's wings suddenly exploded outwards, and he charged forward.

"Leave!" He kicked a creature in its back, breaking it.

"Our!" Cayenne shot a ball of white-hot flames out, incinerating more of the army.

"Family!" Funnel was suddenly behind another beast, he twisted its head all the way around.

"Alone!" Cobra finished, barreling into a Storm Creature and using it to push the other creatures into the Caramel Apple Stand.

The Storm Creatures cried out in agony as the boiling caramel splashed against them, seeping underneath their armor and scalding their flesh. The hot and sticky substance stuck to their fur and flesh, getting into their eyes, and gluing their fingers together.

Meanwhile, the rest of Paradise Lost struck out against the army.

"Hang on kiddies!" Melodic Heartbeat called back to her passengers.

Atop her back the Cutiemark Crusaders clung to her fur for dear life. The Nyx's wings fluttered faster than a humming bird's as she wove between the Storm Army.

"Look out!" Scoot-a-loo shouted over Sweetie Belle's cries.

A massive Storm Beast unlike anything they had previously faced suddenly crash landed into the Hay Jump behind them. It shook off the individual straws from its muscular form, before surging after the Nyx.

"Mania!" Melody called out.

"I'm coming!" Mainstream yelled, flying over to her.

Apple Bloom suddenly screamed as something seized her by her middle. "Ms. Melody, heeelp!"

"Easy there little filly!" A voice called out. The yellow filly looked up to see another gryphon. "I've got you!"

Looking Glass switched the young Apple to his back, just as Mainstream pulled alongside the Nyx.

Mainstream looked into Scoot-a-loo's frightened eyes. "Jump!"

"What?!" The little pegasus filly shouted.

"Jump!" The gryphoness repeated.

Scoot-a-loo looked back at the Storm Beast behind them, which crashed through various carts and booths. "I can't!"

"Yes you can!" Mainstream countered. "It's okay to be scared! I'm scared! But we need to be brave!"

Scoot-a-loo looked back at her wings, which were angled upwards. "I can't fly!"

"Don't fly then! Jump! I'll catch you!" Mainstream assured.

The Storm Beast was quickly gaining ground, beginning to snap at the gryphoness's tail feathers.

Scoot-a-loo looked back at the monster and then to the gryphoness. She squeezed her eyes shut and gulped. "Okay!"

The orange filly put as much strength into her back legs as possible, and leapt out.

She felt the air envelop her body, and the safe warmth of the Nyx's back go out from underneath her. Scoot-a-loo tumbled in the air; the Storm Beast opened its large jaws to swallow the filly whole.

Mainstream suddenly caught the filly. "Gotcha!"

The Storm Beast's massive fangs crashed against each other. It roared in frustration.

"SPLIT!" Looking Glass shouted as the three flyers approached a massive wall.

Looking Glass suddenly swerved left, taking Apple Bloom with him. Melody flew straight up at a ninety-degree angle, disappearing with Sweetie Belle over the wall. Mainstream made a sharp turn right with Scoot-a-loo still in her talons, just barely avoiding flattening herself against the wall.

The Storm Beast attempted to scramble back, but it was too late. The massive creature slammed against the wall, knocking teeth loose. It looked up just in time to see the white marble fracture and begin to crumble. The entire wall crashed down upon it, a particularly large piece squashing it flat.

The growing pool of crimson staining and leaking out from the white marble reached Scarlet Thorn's hooves.

"Mommy!" Black Dawn sobbed out, clinging to her back.

Something in Scarlet snapped, like a switch being flipped.

She felt a sudden presence looming over her, and looked up to see a group of Storm Creatures crouched on the building above her.

"Dawn, my sunshine?" She whispered. "You see that table over there? I need you to run as fast as you can and hide underneath it."

The colt shook furiously upon her back, as if his coat was soaked in ice water. "I- I don't wanna!"

"Dawn, listen to me." Her eyes were still trained on the Storm Creatures, which had taken notice of her and were tensing up. "Get ready to run."

"But-!" The colt piped when his mother suddenly swept him off her back and onto the ground.

"NOW!" She demanded, pushing him towards the table and out of the way of the Storm Creatures.

Black Dawn jumped to attention, and galloped over to the tables.

A Storm Creature made a move to grab him when it was suddenly hit in the head with a large rock that Scarlet had kicked.

"OVER HERE!" The pegasus mare shouted, another rock was rocketed the Storm Creature's way.

The Storm Creature nursed the bump on the back of its head before turning with a growl to the mare and charging after her. It began to hoot and holler, crying out to its friends.

"SCARLET!" Cayenne and Funnel cried out together as the silver-maned mare swiftly side-stepped an oncoming creature and galloped away from everypony else.

In their distraction, one of the Storm Creatures which had jumped down from the building seized the two ponies and knocked them together before throwing them into the cage on its back while they were still dazed. Cayenne growled and lit her horn. The wall of flame was only reflected by the cage bars, very well nearly grilling her and Funnel to a well-done state.

"Ah cra-" Cayenne was cut short as the Storm Creature jumped forward and Funnel was thrown into her.

A majority of the creatures began to give chase, attempting to grab ahold of the mare's long tail.

Scarlet began to pant wildly, her body protesting loudly against the vigorous exercise. She suddenly swerved left, and spotted a patio table ahead. The mare picked up the pace, sliding directly in between the legs of one of the Storm Creatures in its attempt to grab her. She jumped onto the patio table, grabbing the large umbrella as she did so.

Scarlet spun around to face the Storm Creatures, the umbrella clenched in her mouth like the handle of a weapon. She snorted.

"Et's do es!" She growled, charging forward.

***

Tornado Fusion and Lullaby Locket stood back to back, both unicorns' horns were lit and pre-charged with a spell. Lullaby with yellow magic that swirled around her horn, and Tornado with crackling white magic.

Around them lie various corpses. Some were strangled to death by plants- Lullaby's doing- and others- thanks to Tornado- were simply crumpled against booths, pillars, and tables. The remaining fifty-to-sixty Storm Creatures all cautiously stood their ground, waiting for the mares' next move.

"Chidori!" Tornado suddenly shouted.

The grey-coated mare suddenly vanished, reappearing a split second later almost twenty-yards away. In her fore-hoof was a ball of white electricity- it oddly sounded like chirping birds- which she slammed into the chest of the largest of the Storm Creatures. Her hoof punctured the creature's heart, and stuck out through the opposite side.

Tornado's hoof suddenly began to crackle with purple lightning, as did the rest of her body. Since she was standing on her forelegs, the electricity made her mane and tail stand upwards.

Lullaby called out to some vines hanging on the side of a building over to her, which wrapped themselves into the shape of a cocoon.

Tornado's eyes filled with hatred. "Lightning Release: Purple Electricity."

Amethyst-colored bolts spread out from the corpse- which exploded- and struck out at the Storm Beasts. Like an infection the bolts spread from creature to creature, electrocuting every single one. They all fell dead a moment later, fur still crackling with static.

Lullaby's vines dropped down just as more Storm Creatures descended from the building rooftops.

"My turn!" She cried out, charging past Tornado- who was still standing in the same position- and into battle.

Springing forth from the eastern unicorn's horn came a yellow lung-dragon made up of her magic. The dragon surged ahead, passing through multiple Storm Creatures as if it were a ghost. At first there seemed to be no reaction, but then the afflicted creatures fell to their knees while gripping their chest fur. Soon they fell dead, hearts having liquefied in their chests. The yellow dragon flew back to Lullaby, circling around her.

Tornado suddenly fell onto all four hooves as the electricity finally died down.

One hoof, the one that she had used against the first Storm Creature- and had purposefully cut herself against the creature's sharp metal mask with- created a strange circle as it hit the ground. There was a sudden puff of smoke, and a black dog jumped out from the smoke. He was large, with beige armor covering most of his body, a large back hull that sported two spear-cannons, all of which were held to his body by large and thick leather straps.

"You called 'Nado?" The dog asked in a gruff voice, a grin on his face.

"Ah, Yin." Tornado greeted. "You made it. Where's Yang?"

"Couldn't make it." Yin said, tilting his head. "So what ya want?"

Tornado gestured to the Storm Army. "Things are starting to get out of hoof. Mind lending a paw?"

"For the beautiful mare that freed me from my contract with Ni?" Yin scoffed, tensing his body. "Gladly."

Yin sprang forward, leaping atop the nearest Storm Creature and biting deep into its shoulder. The Storm Creature howled in agony, seizing Yin by his middle and attempting to yank the dog off. Yin's fangs only sunk deeper into its flesh, his sturdy armor taking all of the creature's impacts whether it be from a fist or from slamming into various objects.

The spears atop Yin's back suddenly shot out, latching onto the roof of a nearby building. The chains then began to reel upwards, pulling the dog up onto the roof. The Storm Creature was left at Yin's mercy as his spears receded back into their holds. He aimed the weapons at the Storm Beast.

"Bang." The dog said with a smile, firing the spears.

The Storm Beast fell dead, and tumbled to the ground below where Lullaby's dragon chased after their enemies.

Lullaby clapped her hooves together as her dragon killed more Storm Creature. "Ooh, ooh! Summon the others! Summon the others!"

Tornado smiled. "Come forth my friends!"

With multiple puffs of smoke more dog-beasts sprang forth.

"One! Youko reporting for duty ma'am!" A purple fox-like creature with flaming paws cried out.

"Two!" Another beast leapt from the smoke, onto another building. "Any enemy of the mistress, is an enemy of mine. They call me Reaper. Prepare to meet your fate!"

"Three." A chilling voice hissed. Two piercing red eyes glowed in the smoke. A hulking skeletal monster dog stepped out of the smoke. His body looked to be made of metal, and radiated a cold black aura. "I am Skull. I am, the end."

"Hellooooo, Equestria!" A massive armored wolf jumped out of the smoke, and bound over to Tornado. "Why, helloooooo nurse!"

Tornado's forhead vein popped out as she kicked the wolf across the battlefield. "Stop being such a horn-dog and get fighting Lobo!"

"Suuuuure thing hot stuff! Lobo is ready fooor battle!" Lobo called out as he tumbled in the air, landing on his paws. "Fooouuur!"

"Tell me," Another voice began. A red wolf with sharp fangs stepped out of the smoke. "whose afraid of the big bad wolf? Pleasure to make your acquaintance, I'm Cinco."

A blur suddenly emerged from another bloom of smoke. The blur shot past multiple Storm Creatures, leaving them horribly mutilated, and- terrifyingly- alive. It stopped right behind Tornado, revealing a demonic doberman. "Hmm. Pitiful mortals. I am Sex."

Some of the Storm Creatures began to snicker.

"Silence!" Sex demanded. "It means six in the old tongue! Six!"

"Calm yourself brother." The seventh dog sat still as a statue as the smoke dissipated around him. A goliath of white fur and golden spikes. He pushed himself up with a grunt. "Behold, I am Cherub. Something of a misnomer, I know. Together, we are the Nine-"

"Yang isn't here commander." Youko pointed out.

Cherub sighed. "Eight. We are the Eight Ninja Hounds who have been contracted to Tornado Fusion. And now-"

All eight dogs surrounding the Storm Army sprang into the air.

"Prepare to die!" They all shouted.

The Storm Army never knew what hit them.

***

Prince Blueblood groaned as he awoke.

"Ugh! What happened?" He asked himself, rolling out of bed.

The unicorn looked around his room. It was as normal as he had left it, and looked like any other room in the castle. Blueblood walked over to the vanity, picking up a brush in his light-blue magic. He plopped down in the seat and began to comb out his mane. He may not have been as vain, but he still wanted to look presentable.

There was a sudden pounding on his door.

Blueblood rolled his eyes. "Just a moment please!"

It was silent for a minute before the knocks repeated, this time harder and louder.

"I said, just a moment please!" The stallion repeated, rolling his eyes.

This time the knocking was so loud he thought the doors would burst down.

"I'm coming! I'm coming!" Blueblood yelled, slamming down the brush. He grumbled to himself as he approached the door, and with a huff he opened it using his magic. "Now what could possibly be... so... im...portant?"

The three Storm Creatures loomed above him, paws ready to catch the unicorn.

Blueblood's pupils shrank, and he let out a high-pitched scream. The creatures covered their ears, and dropped to their knees. The stallion took advantage of the situation, bolting past them.

Prince Blueblood galloped through the halls of Canterlot Castle, rather blindly. He ran past many of the creatures, dodging their attempts to grab him in his mad dash. The unicorn made another random turn down one of the lesser used corridors of the castle, the one that led to the dungeons. Blueblood looked behind him to make sure that none of the creatures were giving chase, and suddenly rammed into something.

"Well, well." The something purred. "What do we have here?"

"Gah! Don't hurt me!" Blueblood pleaded, covering his head with his hooves.

"Hurt you? Well I can't make any promises." The voice hissed, beginning to laugh.

"That's enough Thanatos!" A second voice chimed. "Now's not the time to be making jokes."

"Jokes?" Blueblood questioned, looking up.

In front of him was a black pegasus in a trench coat, and some sort of strange Diamond Dog.

The pegasus extended out a hoof, which Blueblood took. "Hello there, I'm Sunshine and this anubis here is my friend, Thanatos."

"Pleasure." Thanatos growled out, offering out his paw.

Blueblood ignored the gesture. "What is going on here?! Who are you?! What are those things running amok in the castle?! Where are my aunts?! Are those skulls in your hair?!"

"Well he's fun." The necromancer grumbled, covering his ears.

"Easy there." Sunshine Razor put a calming hoof on his shoulder. "Long story short, Equestria is under attack by some guy who calls himself the 'Storm King'. He sent a mare named Tempest Shadow in his stead, and she trapped the alicorns in crystal."

"Trapped the alicorns?!" Blueblood exclaimed.

"Quiet!" Sunshine hissed, covering the unicorn's mouth with his wing as he peeked suspiciously over the corner. "They might hear you!"

A patrol of Storm Creatures ran into view, and Sunshine pushed him against the wall. The creatures stopped to survey the area, looking for the source of the noise. Sweat began to build on Blueblood's brow as one of the beasts turned its head their direction. Then he heard a soft chanting next to him.

Thanatos had his eyes closed, and his paws pressed together. Blueblood mistook it for praying at first, until he noticed the anubis's shadow stretching outwards and towards the creatures.

The creature that had been looking their direction suddenly noticed them, and motioned to the other guards. But before they could pull the alarm, Thanatos's shadow reached them. The creatures were then suddenly devoured by the shadow, which they fell into as if there was a pit below them.

Thanatos burped. "Oops. Excuse me."

Blueblood looked up at him in horror. "Wh- what did you do to them?!"

The anubis flipped through his book, stopping at a blank page. The page didn't remain blank for long; ink welled up on the paper as if it had been spilled on the other side, and that ink transformed into words and a drawing of a Storm Creature. Thanatos smiled. "Oh nothing. Let's just say I have a new creature in my collection."

Blueblood grimaced, and nearly jumped out of his skin when Sunshine grabbed him. The pegasus began to lead him further down the corridor. "Listen, we have a situation on our hands here. From what Thanatos's shadow has observed-"

"His shadow?" Blueblood demanded, glancing fearfully at the anubis.

Sunshine put a hoof against his face. "Yes, his shadow. Thanatos has an ability referred to as Shadow-Walking. He can manipulate his shadow to leave his body, what just happened was only one example of that."

"My shadow," Thanatos continued, a smokey trail of his shadow rose from the floor and curled around his arm. "then becomes my eyes and ears. There is nothing in Canterlot that is restricted knowledge for me. My shadow can bypass all security spells, and go completely unnoticed. I even know about that little 'incident' between you and Fleur."

Blueblood's face flushed. "So you know about-?"

"Yes, I know about your daughter." Thanatos chuckled. "Well with how much effort you put into making it public, I think all of Equestria knows."

The color suddenly drained from the unicorn's face as he realized the circumstances. "Is she safe?! These disgusting ruffians haven't touched her, have they?! How is she supposed to defend herself?!"

Sunshine suddenly chuckled. "Trust me. Scarlet can handle herself just fine."

***

Scarlet jumped atop the shoulders of a Storm Creature, knocking it unconscious with the now ragged and bent umbrella.

She jumped off of the creature before it hit the ground, landing in a stumble on all four hooves. The army continued to surround her, although cautiously with how many of their brethren littered the ground. Two of them ran at her, and the mare charged forward; the creatures were knocked off their feet by the umbrella's ends, and Scarlet finished them off with a stomp to the chest which shattered their rib-cages and the crunching of bone. Her umbrella, unfortunately, was broken into three pieces.

Scarlet spat the handle out. "Well?! Who's next?!"

She felt the wind flow suddenly change behind her, and immediately dodged to the left.

Another Storm Creature collided with the ground. It quickly spun around and leapt at her again, but the mare was ready this time and slammed a platter of water glasses against its face. The glasses shattered, the fragments getting lodged in the creature's eyes. She dropped the platter and fell to the ground, panting.

"That... all you.. got?" She taunted, slowly beginning to walk backwards.

Suddenly her rump hit the wall.

Scarlet looked around her, only to find no weapons were readily available and that she was surrounded from all sides with Storm Creatures creeping closer and more on top of the wall behind her.

"Ah, fu-"

***

"Dad!" Black Dawn screamed as a Storm Creature batted at him, unable to fit underneath the table.

Cobra Strike looked to his mare, who was pressed against a wall and completely surrounded, and then back to his son who was scrambling away from the paws of the Storm Creature. He looked one last time to Scarlet, before letting his heart fall into his stomach as he swerved around and flew towards their colt.

The pegasus tucked in his wings just as he approached the table, and swept up Black Dawn against his chest as he exited from underneath it.

"I got you! Daddy's here." Cobra promised, attempting to hide his wet eyes.

"Daddy!" Black Dawn wailed, pressing himself against the older pegasus. He then sniffled. "Wh- where's mommy? An- and Nonni and Nonno?"

Cobra only grit his teeth. "We're safe now. We're safe."

Something suddenly whizzed by them.

"Daddy!" Black Dawn cried out, as more of the projectiles were launched upwards.

Cobra peered downwards to see the Storm Creatures loading what appeared to be...

"Cannons?!" Cobra exclaimed, stopping just in time to avoid one taking his head off. "Are you kidding me?!"

The stallion felt a sudden cold pit in his stomach, and a dark tugging at his brain. He quickly shook it off, and locked that part of him away once more. He would not let him out.

He was then taken back to reality by his son's sobs. Cobra looked into the colt's absolutely terrified eyes, which were red from crying. He was also shaking like a leaf in the autumn wind, and his fur was coated in dirt and small cuts and bruises.

Cobra's eyes narrowed as a growl formed in his throat, and he pumped his wings faster. He dodged another cannonball, and flew directly between two airship hulls while angled so that his left wing pointed to the ground.

A Storm Creature suddenly leapt off of one of the airships, landing on a the barrel of a cannon.

It then surged after him, jumping from one cannon to the next in a zigzag pattern. Cobra couldn't risk the glance behind him, not that he had the room to. He felt Dawn's grip against his neck tighten.

"He's behind you!" The colt warned.

Cobra's growl deepened, the sterns of the ships were still a distance away. Forced to make a quick decision, the stallion pressed his wings as tightly as he could against his sides; he hissed as he clipped his right wing against a cannon. The claws of the Storm Creature combed through his mane.

"Hang on!" Cobra yelled, shielding his son's body with his own.

The two crashed into the Manehatten Bouncy-Castle, bouncing up a couple of times.

"Daddy! Daddy are you okay?!' Black Dawn asked.

"Ju- ju- jus- just got- got the- the wind- wind knocked out of me." The stallion gasped out, forcing himself up.

A series of loud growls drew his attention.

The two ponies had been completely surrounded.

Cobra Strike stood protectively over his son as the Storm Creatures drew closer.

***

A shadow darted across the ceilings of the castle going unnoticed by the Storm Army. Controlling that shadow was an anubis, who was sitting cross-legged on the floor as he chanted quietly to himself in his bedroom. Meanwhile, upstairs, two stallions waited patiently for his return. Well, one more than the other.

Once Sunshine Razor had been able to calm Blueblood down and gain his trust, not that the prince really had a choice with everypony he knew either entombed in crystal or in chains, the trio had retreated to Thanatos's dungeon layer. Thanatos himself had retired to his personal chambers to 'excavate information from the source' as he put it, and to 'talk to his friends on the other side' to see if they had information about this Storm King. Blueblood, in the mean time, had taken to exploring his surroundings.

Blueblood cautiously tapped what appeared to be a crystal ball with his hoof. From the depths of the sphere rose an entangled mass of screaming faces, not just ponies but also the other races, that appeared to be melded together by their flesh. The prince stumbled back in terror and disgust with a yelp.

Sunshine snickered. "I told you not to touch anything, didn't I?"

Blueblood's mane began to fray. "Is this what Tartarus looks like?!"

"No," The vampony answered, who was leaning upright against a demonic-looking table with strange symbols engraved into it. "Tartarus is nothing like this. Hmph, if anything? I'd say that Tartarus could learn a thing or two from Thanatos. But this? Ah, this is just the kid stuff. All nice and friendly. He keeps the good stuff downstairs."

Blueblood gulped, suddenly finding himself surrounded by intimidating stone walls that reeked of dust, iron, and exotic incense. Strange shadows danced in the corners of the ceiling, and darted underneath one object to the next. The walls themselves were lined with shelf upon shelf of books, skulls, potions, and scrolls. Banners displaying menacing monsters from all over Equis hung from the ceiling, as did dripping candles that did little to brighten the foreboding and dreary atmosphere. There were windows, however, the skies outside were darkened by the storm clouds and left as dark as Luna's royal coat.

"Oh, oh by F- Faust!" Blueblood squeaked out, his ears flattening against his head.

He slowly began to walk backwards, trying not to have a panic attack. His rump suddenly bumped against something, and he turned around only to find the wall behind him had cluttered shelves reaching up to the ceiling that were almost collapsing under the weight of various potions, books, lab equipment, herbs, and ingredients. The stallion whinnied in fear, and galloped straight into the suit of Anugyptian war-armor.

The unicorn rubbed his head, and opened his eyes just in time to see the armor tumbling towards him. Suddenly, Sunshine was right by his side and had pushed the armor back upright. The pegasus wiped his brow before dragging Blueblood to the center of the room.

"What did I say about touching things?!" Sunshine pressed his muzzle against the other stallion's. "Don't do it!"

"What is this place?" Blueblood demanded with the stomp of his hoof.

"Might I, your royal highness," Sunshine gave him a sarcastic bow. "introduce to you the living quarters of Thanatos, Canterlot's resident necromancer!"

"Necro- What?!" Blueblood shouted. "How is it that aunty Celestia hasn't banished him to the moon?!"

Sunshine laughed. "Sorry to be the one to tell you this kid, but your pretty little princess aunts aren't all sunshine and rainbows. You think they don't have their fair share of secrets? That they aren't capable of malice or ill-intent? Well guess what? Everyone has their demons, that skeleton in the closet. Thanatos has lived right underneath your hoovsies since this place was first built, and he lived in the Castle of the Heavens too. And me? Well, I'm no angel."

The pegasus opened his jaw, and pointed at his elongated canines.

Blueblood gasped. "Y- you're a changeling?!"

"No!" Sunshine smacked himself in the forehead. "I am, pause for dramatic effect, a vampony!"

"VAMPONY?!" Blueblood screamed, immediately taking off at full gallop.

Sunshine stomped down on his tail, and the stallion was yanked back over to him. "Now, now, I am not going to drink your blood! I don't even actually drink blood! I scrape, and lick. Scrape, and lick. Scrape, and lick."

Blueblood's hooves slowly fell away from his neck. "So you're not going to drain me of my blood?"

"Again, I scrape, and lick. It would take me a very long time to drain you." The pegasus put a hoof to his chin. "Although, I suppose if I wanted I could have hypnotized you and have you as my personal snack-bar by now."

Blueblood's hooves flew back to his neck. "Eek!"

"But, as previously stated, I am not going to do that." Sunshine said with a roll of his eyes. "I do not enjoy feeding on other intelligent creatures, be it hoofed, clawed, or pawed. I only dine off of sheep and on occasion chicken, the younger the better in my opinion. Besides, I don't know where you've been or what terrible diseases you may have!"

"Excuse you?!" The prince suddenly stood up, glaring angrily into the vampony's eyes. "I do not have any diseases! I am not some yellow-bellied, flea-bitten, mud covered, scraggly-furred plague rat! I am Prince Vladimir Blueblood the Eighteenth of the Princess Platinum bloodline, next in throne for the kingship of Bridletin, and I expect to be treated like the noble stallion I am!"

Sunshine suddenly smiled. "Ooh, pretty-colt's got a rebellious mean-streak! Who would have thought it? You know what pal? I think we're going to get along better than I had originally thought!"

Thanatos suddenly appeared from atop the staircase. "Are you two done with the sappy emotions and bonding? Because I think there's something you need to see."

Blueblood and Sunshine looked at each other before trotting- flying on the pegasus's part- over to the anubis.

"What did you find Thanatos?" The vampony inquired.

Thanatos smiled, his fangs glinted in the candlelight. "I just intercepted a call."

***

Tempest Shadow stood alert in the throne room of Canterlot castle, surrounding her were the three alicorn princesses. But her attention remained directed at a glowing basin, and projecting from the water the image of an ape-faced, white-furred, horned creature that could only be the Storm King.

"So that would be a yes on your locking down the four Pegacornicuseses, or whatever you call them?" The Storm King asked, sounding more like an annoyed and spoiled foal than an evil mastermind who had just conquered Equestria.

"Give me three days. I'll have everything ready for your arrival." Tempest promised.

The Storm King narrowed his eyes. "Remember, Tempest. Only I have the power to make you whole. Make this twig work, and you'll get your reward. Fail me, and your horn won't be the only thing that's broken."

Tempest repressed the urge to gulp, forcing herself to keep her calm exterior from cracking. "It won't be a problem."

"Great!" The Storm King's snarl turned into a smile, before his voice began to warble as the image blurred. "I'm ready to power up, crash and bash, and be the biggest, baddest bugaloooooo!"

The spell suddenly gave out. Grubber approached the basin, a nervous look in his eyes. "Sorry, bad spell service. You want me to call him back?"

"Do you," Tempest slowly approached him. "have the princess?"

Grubber let out a nervous laugh, and twiddled his fingers. "Well, uh, funny story. It kinda seems like she- she might've like, you know, got away... a little bit. I know you're disappointed, but I got one word for you, spongecake!"

Tempest's eye twitched, and her face furrowed into one of complete rage as she zapped Grubber with her magic. "I need all four for the staff to work!"

"Hey, I know!" Grubber jogged after her, able to shake off the magical impact surprisingly fast. "I want the Storm King to fix that crazy horn as badly as you do. It looks like a crackly chipped tooth on the top of your head. And you know you don't look good in hats."

Tempest swiveled around, her horn crackling again. Grubber flinched, and the unicorn felt the smallest twinge of guilt. She let her horn grow cold. "That princess is not gonna keep me from getting my horn back! Prepare my ship!"

Grubber nodded his head furiously, and scurried away in terror. Tempest closed her eyes and repressed the regret.

She forced herself to take a deep breath.

"Please. How far could one little pony get on her own?"

Grubber suddenly popped his head back in. "Well, um, that's the thing. She, um, well she isn't alone. She kind of, just might have, escaped with her friends?"

The pug-faced creature squeaked as the unicorn turned to him, horn crackling, before slamming the door.

Tempest calmed herself once more, and trot over to the petrified princesses.

"Oh, Celestia, Celestia, Celestia." She brushed a hoof against the alicorn's cheek. "How could you forget? Don't you remember that poor little filly with the broken horn who came pleading to you to fix her horn? All the way from a town on the very outskirts of Equestria? The one that you sent a letter to? Inviting her to join your precious and perfect School for Gifted Unicorns?! The one that you turned away after she lost her horn?! The one that's parents disowned her because she could no longer preform magic?! I could have been Twilight Sparkle! I could have been a princess! Just. Like. You."

One of the Storm Guards that had entered suddenly backed out of the room.

"What are you looking at?!" Tempest accused, blasting the creature with her magic.

The creature yelped, and ran away with tears in its eyes.

Tempest then realized how heavy she was breathing, and quickly composed herself.

She trot over to the castle balcony, and looked at the unfolding scene below. Ponies were being thrown into cages and shackled in chains by the dozens. Others were hooked to heavy carts, while some tended to the needs and wants of her Storm Guards. From across the massive city she could still just barely make out the reminisce of multiple battles. No matter, her Storm Army was almost infinite. Although weak when faced with actual combat, they could, at least, eventually wear her enemies down. The city was now hers, she was its princess.

"No." Tempest suddenly said. "I am their queen."

***

Sunshine Razor, Prince Blueblood, and Thanatos sat around the large mirror. The unicorn's face was warped into one of shock, while Thanatos and Sunshine both retained a calm composure.

Sunshine suddenly stood up. "Thanatos?"

The anubis's ears perked up. "I take it you have a plan?"

"Locate the other agents." Sunshine ordered. "We'll need them to stop the Storm King."

"Hmpph." Thanatos grumbled, but did not make any moves to get up. He closed his eyes and moved his shadow from the throne room across the ceiling, out to the balcony, into Tempest's own, and then down the castle wall, and across the city.

"Agents?!" Blueblood exclaimed, following after the vampony up the stairs. "What on Equis are you talking about?!"

"Oops." Sunshine smiled, retreating back to his table. "Ole' Moon-Butt is going to pitch a fit. Oh well. What's she going to do, kill me?"

"What is going on here?!" Blueblood demanded. "As a member of royalty I have every right to know! You shall tell me, or else!"

"Or else, what?" The vampony suddenly pulled from his coat a box of cigarettes with his wing. He held it over a candle and lit it before sticking it in his mouth and turning to Prince Blueblood. "What are you going to do about it?"

Blueblood waved the smoke away away from him. "Ugh! Could you be in more disgusting?!"

Sunshine shrugged his shoulders. "Depends. What's your definition of it?"

The unicorn began to fume. "Fine then! If you're not going to be much help, I guess I'll just have to figure it out on my own!"

Sunshine chuckled as he exhaled another plume of smoke. "Good luck with that."

Blueblood glared at him before looking at the room. His ears folded against his head. "Somehow."

***

The Storm Beasts pressed on, scouting the city for any ponies that might have eluded them.

They paused to survey the badly damaged Restaurant Row, where more of the Storm Creatures were dragging out ponies by their tails or carrying them like potato sacks over their shoulders and underneath their arms. Seeing nothing of interest, they continued their patrol. Two stallions then appeared pulling a cart that's cargo was three different cages.

The two stallions pulling the cart were none other than Cobra Strike and Funnel Web, their wings having been restrained. In the cages were Scarlet Thorn, Cayenne Pepper, and Black Dawn in one cage. Sunshine Smiles, Moonlight Raven, and Giselle in the second. And in the one closest to the edge of the cart were the three changeling siblings, Arachne, Mantis, and Scarab.

Two more Storm Beasts followed after, both carrying individual cages which were strapped to their backs. In one cage, pounding against it and demanding if this was anyway to treat a lady, was Tornado Fusion. And in the other cage, of course, was Lullaby Lotus who had taken to meditating in hers.

From a hidden alley way, four pairs of eyes watched as the Storm Beasts and their prisoners disappeared from sight.

Sound-Off gasped. "They got mom! Gallant, they have mom!"

The dragoness was about to charge forward and break their cover when Gallant Aurora suddenly grabbed her in his magic. "No Sound-Off!"

She turned to him. "But-!"

"No!" Gallant repeated. "We can't risk blowing our cover! We can't be caught!"

Missy stepped forward. "I'm sorry Sound-Off, but Gallant is right. For once."

"Hey!" Gallant protested.

Missy shoved her hoof over his mouth. "If they managed to capture Lullaby and Tornado, there is no telling who else has been subdued. We very well might be Equestria's last defense!"

Gallant shook his head. "I told you that this was a bad idea! I told you!"

"So," Horus piped, sitting slouched atop a barrel. "What are we gonna do now? The princesses are kaput. Our strongest agents have been captured. We've lost."

"There's still hope!" Gallant stated. "We might not be in the top tier, but Missy and I are a close runner-up! And Thanatos and Sunshine Razor are still out there, there isn't a force in Tartarus that can stop those two."

"Yeah, great speech and all," Horus rolled his eyes. "but how's we gonna get out of here? You got a plan or somethin'?"

The blue unicorn stumbled back, and fell onto his rump. "I- I- Not at the moment! But I'll have one soon!"

"Cool. I'll just go and find some bows for us to wear when them Storm whatevers wise-up and find us." The sky dragon grumbled, scratching at some chipped paint.

"Gall...ant? Gallant... hear... me?!" A voice suddenly piped in the unicorn's mind.

"Mother!" Gallant immediately sent back, jolting up onto his hooves.

"What is it?!" Missy inquired.

"It's mother!" Gallant exclaimed. "The connection is fuzzy, but it's her!"

"Well?!" Sound-Off demanded.

"What's the plan?!" Horus followed, jumping off of the barrel.

Gallant closed his eyes. "Mother, mother? Can you hear me?"

"Gall...ant." Luna responded, her voice cutting out. "Find... Twi...light.... immediately! Equestria... danger... Lullaby... informed... attack... Grim Noise... Equestria... is weak!"

"What?!" He shouted over their link.

"Connection... break...ing!" Luna's voice began to fade. "Can't... hold! Get.... Elements... Harmony... too late! South... Hippo...gryphs! Be... safe!"

Suddenly, a map popped into his head; the unicorn immediately knew their destination, and all that lay in between.

Gallant felt a sharp pain in his horn as their link was closed off, and he flinched from the pain.

"Dad!" Sound-Off cried out, grabbing his hoof in her claws. "Are you okay?!"

Gallant rubbed his head before shaking off the pain. "I'm better than okay! I know exactly where we have to go!"

"You do?" Horus blinked.

"Yes!" Gallant said. "We need to find Princess Twilight and the rest of the Elements of Harmony before it's too late!"

"Too late?" Missy inquired.

Gallant's face darkened. "Lullaby must have allowed her soul to fall into the dreamscape, and contacted mother that way. Together they must have sensed something was wrong. Grim Noise is going to lead an attack on the weakened Equestria. And unless we can free the alicorns, there is no being powerful enough in all of Equis to stop him."