Fear, that all he is know for. A Changeling, that was the closer thing to his real form that this world had. It was stalky, yet tall. Not exactly Chrysalis height, more like a head lower. It even had a mane and tail, dark shades giving way to golden yellow. On its head, instead a single horn, it had two sharp curved horns near its eyelids. And its eyes, large portals of yellow, with a black slit running down them. This Changeling wasn't a female, it was definitely male and just one look at it and your worst fears will come true. This was Parallax the Entity of Fear.

Parallax flew through sky looking over the town he found. He could sense some fear in it, but it was over power my love, compassion, hope, and that one thing he hated, willpower. He could however pick up three powerful emotions, very familiar and powerful emotions.

'Adara, Proselyte and Ion. So you three live here? Hmm, time to pay them a visit.'Parallax thought.

Knowing that changelings are not a welcome sign to ponies, thanks to reading some fears about them, Parallax turn himself into a blue pegasus with a yellow mane and tail with his symbol as his cutie mark. He flew into the village and saw many ponies wave at him. Playing along, he wave back and started to look around the town.

'They have fear inside them, but none of them will make a good host. Not like Hal and Ryder, those two were the best hosts I every had. Until those lanterns and heroes remove from them!'Parallax thought.

He flew some more before reaching a sign that said, "Sweet Apples Arcs." Parallax could sense there was allot of well power here, in fact he could sense Ion here too.

'Of all the places for you to inhabit, Ion, you choose a farm? The almighty Entity of Willpower, decided to live on a farm?'Parallax laugh in thought.

Then surprising, amongst all the Willpower that this farm put out, he never expected to sense even a minute spark of Fear. He took to the sky and began to search the one for his light. He flew through the trees, trying to find the source of the Fear energy. After a few minutes of searching he finally found it, emanating from an orange earth pony mare wearing a hat. She was apparently kicking down some fruit from the trees with Ion close by.

"Thanks again for ya help Ion." Applejack said.

"Anytime Applejack. It the lest I can do after letting me stay here on the farm." Ion said.

Parallax remand far away from the two, knowing that Ion was able to sense fear even in this form. But he begin to read the orange mare fear. He could see that she was afraid losing her farm, of creatures know as Timberwolves, and fear of losing of family, but the strongest of fear he could read was Ion himself. Through they became friends in a few weeks, Applejack knew Ion was hiding something, but she didn't know what and was afraid it might hurt her family and home. Parallax smile, sounds like he going to have some fun here.

Sometime later, Applejack was alone and was talking to Twilight who she asked to come over.

"So what up Applejack?" Twilight asked.

"Err...Well it about Ion." Applejack said.

"Ion? What's wrong?" Twilight asked.

"Well, Ah told ya about how we first met right? It just that I don't think he was be honest about himself. I think he hiding somethin'."Applejack answer.

"Hiding something? What do you mean." Twilight asked confuse.

"Well, I'm not sure and it scares me. What if he hiding somethin' dangerous and could hurt mah family?" Applejack said worry.

"You said that Ion talent is understanding willpower right? He seam to understand how it should be use after all." Twilight said.

"That's not what Ah'm worry about Twi. Ah'm worry that whatever he hiding is going to hurt somepony. We have met a few ponies that does that." Applejack said making Twilight nod in agreement.

"What do you think of Ion, you told use earlier that you feel like being able to do a lot more then normal." Twilight asked.

"Well, Ah think he is a good hard working stallion. Ah never heard him complain about the work. In fact he seems to love the idea of planting new trees and even tell me that the willpower will help it grow as long as we take care of it. Ah just don't know, maybe it the fact we never heard of him before and it scare me." Applejack said truthfully.

"I see. I too never heard of Ion and when I send a letter to Princess Celestia asking about Proselyte, I also told her about Ion and Adara. She told me that we can trust them and the mean no harm. If the Princesses trust them then so can we." Twilight said.

"Ah know Ah can trust him, it his secret that Ah don't like." Applejack try to explain.

"I'm sorry Applejack, but I really can't tell you what you want to hear because I don't really know Ion." Twilight said.

"Thanks anyways Twi." Applejack said and left.

Parallax watch as Applejack left and smile.

"Oh this is good! Her fear is powerful, but like the others she does not make a good host. It will take years to brake down her will in order for me to make her my host, but I am not doing that again! I search for a host later. I going to have some fun, Kckt, kckt." He laugh and follow Applejack back to the farm

Applejack made it to the farm and saw Apple Bloom talking with Ion who wanted to learn about more Willpower.

"As I told your sister Apple Bloom, Willpower comes from within. It's a power based in courage and determination. The ability to overcome fear, to stand up against something you know in your heart of hearts is wrong. Willpower gives us the strength we need to push on, to live, and to fight. All living things have Willpower, Apple Bloom, from the ground that we stand on," Ion stomped the ground, "to the plants and trees," he then gestured to the orchard behind them, "even you and me."

"Ah have Willpower too?!" She asked.

"You and your friends do. Never giving up, no matter how many times you fail, you never stop trying to find your cutie mark, that's not just Willpower, that's also Hope, but we'll talk about that later." Ion added.

"Wow, You know allot about Willpower if that ya talent." Apple Bloom said.

"Well maybe not everything. I am aware that some ponies out there uses they willpower to hurt others. I make sure that it doesn't happen." Ion said.

Hearing Ion say that he knew about how Willpower can be use the wrong way made Applejack fear raise a bit. She knew she could trust Ion, but there was something about him that didn't sit right with her. Maybe she needs to talk to him about it, when the others wasn't around. Before Applejack could work up to them a familiar howl reach their ears. Applejack, Apple Bloom, Big Mac, and Granny Smith all widen their eyes as Ion look confuse, but sense the fear coming from them.

"What's wrong?" Ion asked.

Before anyone could answer him, some step out of the tree. The Apples knew what the creature was, they had seen it made times and it was the one thing that they all fear, a Timberwolf! But Ion notices that the Timberwolf was made out of branches and was yellow. He look closely in their eyes and saw a symbol he knew.

'Parallax! He's here?!'He thought in surprise.

Soon more yellow Timberwolves step out from behind the tree until a pack was seen. Ion stood his ground knowing that fear will just make them stronger. He also knew he had to get the Apples to snap out of their fear as well.

"All of you listen to me! They are not real! They are your fears brought to light!" Ion said, but none of them move.

Ion growl knowing that he has to stop them. He does know that Fear is the enemy of Willpower, but he was strong in it and the land hold more willpower then before.

"Come on then! If you want them, you have to go through me first!" Ion yell.

One of the Timberwolves charge at Ion and jump to pin him on the ground, but Ion roll away and gave it a powerful buck that knock it away. Soon the rest of the pack charge at him and Ion started to dodge them the best he could. One Timberwolf went pass him and heading for Applejack.

"Applejack, Look out!" Apple Bloom yell towards her.

Applejack close her eyes as she wait for the Timberwolf to end her life, but it never came. Daring to peek, Applejack look up to see a green shield around her. She also saw a green light coming from it. She follow it down and saw it was coming from Ion's hoof! The shield transform into a cannon and fire, destroying the yellow Timberwolf.

"You stay away from them!" Ion yell his voice sounding like a old and wise one.

One of the Timberwolves try to jump him, but Ion turn and fire a green beam that destroy it. Another try charging at him, but Ion made a green sledgehammer and smash the Timberwolf with it. While Ion may need a host to use his powers to the fullest, he can easily create simple things without one. Ion turn to next Timberwolf and smash it with his sledgehammer. He turn and then change his hammer into a pickax and slam it on the nearest Timberwolf.

Applejack just stood there surprise. Ion had call some kind of green energy and is using it to make weapons to fight. She watch as Ion started to destroy the yellow Timberwolves left and right until the pack was gone.

"Is everyone alright?" Ion voice snap Applejack out her shock state.

"How did ya do that?! It was amazing!" Apple Bloom asked.

"I wish I could explain, but now is not the time." Ion answer.

"Not the time!? Anytime will be a good time on how you use magic without horn!" Applejack yell wondering why Ion never told her about it.

"Because I know who behind this attack and it wasn't magic, it was Willpower." Ion said clearing up some.

"Who behind this attack?" Granny Smith asked.

"I never thought he'll find his way here. He is using your fears to get stronger. You have a lot of nerve showing your power here...Parallax!" Ion shouted.

Everypony watch as a pegasus landed in a clear and laugh.

"So Ion, did you really think fear is never around?" He said smiling.

"Who is that?" Apple Bloom asked.

"I can be many things, an ally, a friend, an enemy, or even your worst nightmare. That all depends on you." Parallax said.

"What?" Apple Bloom asked confuse.

"All of you! Whatever your worst fear is, do not think about it! Parallax will make it come true." Ion warn them.

"Ion, why are you talking like you know him?" Applejack asked.

"Because he does, right...brother?" Parallax said before changing back into his changeling form.

The Apples stood there in surprise as Ion growl.

"Hold on! Brother?!" Big Mac asked.

Ion knew that Parallax wasn't holding back his secret so he had to cover for the both of them.

"Like with Adara and Proselyte, he not really my brother. He call me that just to trick me into his sick twist mind games." Ion explain.

"Kckt, kckt, say what you want Ion, as long as fear is here, I'm here as well." Parallax said.

"What does he mean by fear?" Apple Bloom asked getting behind Applejack's leg.

"Easy, I have master fear! The one thing that lays in everyone hearts no matter what! I have learn to use fear for my own uses. Now, I no longer fear others, they fear me! In blackest day, in brightest night, Beware your fears made into light! Let those who try to stop my fright, Burn like my power – terror's might!" Parallax said as yellow energy started to come off his body.

"In Brightest Day, in Blackest Night, No evil shall escape my sight, Let those who worship evil's might, Beware my power, Will's grand light!" Ion said as his energy started coming off him and started to mix with the yellow energy.

The two disguise entities stare at each other daring them the make the first move. Then apple fell from the tree, it move in slow motion as if it was counting down the the seconds. One the apple touch the ground, the two entities charge at each other throwing both of their hooves and slam on each other making a green and yellow sound waves appear from the hit.

Parallax made a yellow ax from his other hoof and swing it at Ion who jump back. Ion quickly made a sword and block the ax's next swing. Parallax smile and threw his ax upwards making Ion lose his green sword. He then sing his ax again only for Ion to duck and headbutt the changeling away. Parallax lose hold on his ax and it fade away. He made a few bear traps and send it flying at Ion. Ion act by making a baseball bat and knock them away. Once they all gone, Ion look at his bat and saw yellow cracks on it. He growl, after all Fear was the enemy of Willpower. He will the bat away and threw up a shield just in time to block a yellow beam. Parallax smile as the shield started crack.

"Face it Ion! Fear is powerful! As long as someone has fear, it will always be there. In fact, you might have told your friends to hide their fears, but what you don't know is that someone has a fear that not even you know of. THE FEAR OF YOU!" Parallax said.

"Someone fears me?!" Ion asked shock.

"Yes, it appear to the orange mare you like so much." Parallax said looking at Applejack.

"Sis? Ya're afraid of Ion?" Apple Bloom asked her.

"Err...well..." Applejack wasn't sure how to explain it, yes she was afraid of Ion, but it because of his secret, not of Ion himself.

"Applejack... I understand. The Princesses know of me. They know of the secret that you are afraid of. They know my secret means no harm. I always use willpower to help others! I always try to help others understand over come their fears. I said it when I first met you and I'll say it again! You have the ability to overcome great fear! Don't let to fear of not knowing rule you Applejack! I will tell you one day, I promise!" Ion said still holding his shield up.

Parallax laugh as more and more cracks appear in Ion's shield. He smile thinking that he had won.

"In Brightest Day, In Blackest Night..." Applejack whisper.

Her family turn to her only to see that Applejack's hat had case a shadow over her eyes.

"No evil shall escape mah sight..." Applejack said again a bit louder making Parallax turn to her.

"Let those who worship evil might..." Applejack said rise her head showing no fear in her eyes.

"Beware mah power...WILL'S GRAND LIGHT!" Applejack shouted making green energy appear off of her.

"WHAT?!" Parallax shouted shock to see so much Willpower coming off of the mare.

"Ah won't let you hurt mah family, mah farm, mah friends, and you will not hurt ION!" Applejack shouted, charging and threw her hoof at Parallax.

Then the green light cover Applejack's hoof and it grew ten times her size. Applejack threw the punch as hard as she could and hit Parallax and knock him a good distance away from Ion.

Ion was shock that Applejack tap into his light without a need of a ring. But just as the power appear, it fade and Applejack fell to the ground. Ion drop his shield and ran to Applejack. He turn her over and look at her. Applejack open her eyes and look back at Ion.

"Did Ah get him?" Applejack asked weakly.

"Yes, you did." Ion smile.

"Good! Maybe that will teach him to mess with mah...family..."Applejack said and pass out.

Apple Bloom and Big Mac ran up to them, both worry about their sister.

"She's fine. Just let her rest." Ion said and hand her to Big Mac.

"What about that Parallax fellow?" Granny Smith asked.

"I'll go see where he is. If I know Parallax, which I do, he going to fall back and find some other way to spread his fear." Ion said and run off in the direction that Parallax was hit towards.

Parallax had floated down to see that his double had lay on the ground with cracks all over his body. With a wave of of his hoof the double disappear as he thought about what happen.

"Damn it! I didn't think that mare willpower will be so powerful! It like she let her willpower do the fighting for her!" Parallax yell.

"It appear I need a host if Ion decide to teach her how to control it." Parallax added after calming down a bit.

"Hmm, that purple mare has had her share of fears. She sounds like the one that I can use. Maybe I can rule this world yet. You won this round Ion, but next time will be different." Parallax said and flew away before Ion show up.

"In Blackest Day, In Brightest Night, Beware your fears made into light! Let those who try to stop my fright, Burn like my power – Terror's might!"

Author's Note

And that Parallax the Entity of Fear, what do you guys think? Yes, Princess Celestia and Luna know about the Entities, but really didn't the mane six about them. And Applejack was able to tap into her willpower for one short burst. I will have Applejack train to use her new found ability but it might take her awhile to master it. Up next is Ophidian the Entity of Avarice (or Greed if you want). I will said this, I'm not using this oath for Ophidian, "What's mine is mine and mine and mine. And mine and mine and mine! Not yours!" Say what's mine over and cover again is not really a oath. Lucky I found a oath that work better. Until the next chapter.