Rise of the Guardians

Chapters

Chapter 1
Chapter 2
Chapter 3

Chapter 1

Darkness has fall on Equestria since Lord Tirek and Discord have joined forces. Many ponies have fallen under this new dark alliance. However only a small group of ponies have managed to escape the chaos that is occurring all over Equestria. Many ponies have tried to form a resistance to fight off the upcoming chaos, but even the resistances had fallen.
Else where a small portal had opened up in the middle of Ponyville Park and a blue unicorn had emerged from the portal.
“Oh boy I hope I’m not late for my date with Fluttershy again.” Said a blue unicorn.
The blue unicorn then made his way to Ponyville to find Fluttershy. The young pony then started to realize that the town was awfully too quite. Not a single pony or filly insight not even Pinkie Pie was around.
“What’s going on Ponyville is never this quite at least from what I know.” Said the blue unicorn.
The young pony then heard a shriek of terror coming from the other side of Ponyville. The young pony then quickly ran to see where that shriek was coming from. The young pony then found out where the shriek was coming from. The shriek was coming from Fluttershy. What the young pony saw was Fluttershy and all her friends trapped in cage. He witnessed Lord Tirek draining the ponies of their spirits and stripping them of their cutie marks.
“FLUTTERSHY NO.” yelled the blue unicorn.
With her last ounce of strength Fluttershy turned her head to the pony blue and said her last words.
“Run Alex run.” Said Fluttershy as she passes out.
“NNNOOO.” yelled Alex as he began to transform.
“YOUR GOING TO PAY FOR WHAT YOU DID TO HER!” yelled Alex from the top of his lunge’s as his eyes were turning pitch black.
Lord Tirek observed Alex’s transformation carefully “Well this should be an interesting battle.” Said Tirek.
Without thinking Alex charged full force at Tirek. Tirek prepared himself for Alex’s attack and ready himself to drain his power as a bonus. Alex was just a few feet away from attacking Tirek, but at the last second a blue portal had opened up in front of him and Alex ran right into it. The portal then closed quickly as it appeared. Tirek had an unpleasing expression on his face.
“Just my luck another pony has escaped.” Said Tirek as he started to take off.
Not far from the cage where Twilight’s friends were locked up a light blue earth pony was watching from a distance.
“No I’m too late I better to get out of here while I still can.” Said the light blue pony as he started to run out of Ponyville as fast as he could.
As he was running the light blue pony started to hear Twilight’s voice in his head and how she talked about her friends whenever Twilight needed them the most and how all stuck together even in the worst of times. The light blue pony suddenly stopped running and looked back towards Ponyville.

“What am I doing I’m running away like a scared little filly Princess Celestia would be so ashamed of me and not to mention Twilight as well.” Said the light blue pony.

“I can’t just run away I have to help them even if it kills.” Said the light blue pony as he started head back to Ponyville.
As he was running the light blue pony was completely unaware that a brown pony wearing a black robe was secretly following him. The light blue pony was just a few feet away from the cage where Twilight’s friends were until Discord appeared in front of him.

“Going somewhere?” Asked Discord.

“Oh great I didn’t think I run into you here.” Said the light blue pony.

“Well what did you expect huh wait a second?” Said Discord as carefully observed the light blue pony and noticed a white mark around his left eye. “Wait a minute aren’t you that accident prone pony Clutterstep one of Celestsia’s closets friends?” Asked Discord.

“Yeah that’s me and how do you know about me?” Asked Clutter.

“Oh please I know a lot more then you think for insistences I know that you’re the only pony that Twilight has feelings for am I right?” Asked Discord.

“Okay so you do know a lot about me then.” Said Clutter as he started to get nervous.

“Alright then now that we’re acquainted with one another you know why I’m here don’t you?” Asked Discord with a wicked smile.

“Yeah I know why your here but I’m not going to let you take me to him Discord.” Said Clutter.

“Well too bad my friend you’re coming with me either the easy way or the hard yet fun way.” Said Discord.

“Well I guess we’ll do it the hard way.” Said Clutter as he started running.

“I like it when they run it’s more fun for me.” Said Discord as he pulled out a ball. “Hey Clutter think fast.” Said Discord as he threw the ball, which then turned into a net.

Clutter was running as fast he could to try and get away from Discord, but it was pointless because the net Discord threw was following him at a very fast pace. Out of nowhere a card flew straight at the net causing it to explode. While running Clutter looked back to see what just had happened but in the process he tripped over his own hooves again. As he was getting up Clutter saw a pony wrapped in a black robe standing in front of him. Before Clutter could say anything the mysterious pony used his magic to teleport them to the outskirts of Ponyville where they would be safe to talk for a while.

“You okay there?” Asked the mysterious pony as he took off his hood showing him to be a brown pony wearing a blindfold.

“Yeah I’m fine thanks for the save back there I thought I was a goner.” Said Clutter.

“It was nothing after all I couldn’t just leave you back there.” Said the brown pony.

“Hm hey what’s with the blindfold are you blind or something?” Asked Clutter.

“Oh this it’s important at the moment right now we’ve got bigger problems to deal with come on I’ll explain everything on the way.” Said the brown pony.

“Hey wait how do I know I can trust you?” Asked Clutter as he put on a defensive face.

“You can’t where I come from trust is something a pony has to earn but we don’t got time for that so let’s get moving.” Said the brown pony as he began to walk away.

“Okay fine but can I at least get your name?” Asked Clutter.

“You can call me Zero and I already know your name is Clutterstep.” Said Zero as he introduced himself.

“Well nice to meet you Zero so where are we going?” Asked Clutter

“First we’ve got some planning to do and we don’t have a lot of time so we better get moving.” Said Zero as he started to run.

“Hey wait up.” Said Clutter as he started to follow Zero.
One hour earlier a small family is witnessing the devastation that Lord Tirek and Discord are bringing to Ponyville. A brown Pegasus is getting very angry just standing around doing nothing to help the ponies that were suffering.
“I have to do something I can’t just stand here and watch this anymore I have to help.” Said the brown Pegasus as he started to get up from his hiding spot.
“Maxwell you can’t go you’ll just end up getting hurt or worse.” Said a white giraffe.
“Giobatic please I have to do something to help theses ponies I can’t just runaway and hide.” Said a confident Maxwell.
“But what about me and your son, Usiku need his father and I don’t want to loose you again Max don’t go please.” Said Giobatic with worry and fear in her voice.
Maxwell stopped all of a sudden and thought about what Giobatic just said to him. It’s true if Maxwell did decide to challenge both Discord and Tirek at the same time he wouldn’t last very long against their combined power. But at the same time Maxwell didn’t want to just sit by and watch other ponies suffer.
“Okay Gio you win I won’t fight them but if we do end up getting caught I’ll hold them off long enough for you and Usiku to get to safety okay.” Said Maxwell.
“Wait what about you dad?” Asked Usiku.
Maxwell kneel down to his sons eye level “I’ll be alright Usiku I promise, but I need you to be brave for me and your mother okay.” Said Maxwell.
“Okay dad I can do that for you and mom.” Said a confident Usiku.
The House family then decided to run out of Ponyville as fast as they could. Maxwell was leading his family so he can keep an eye out for any trouble. At first Giobatic was worried that they were going to enter the Everfear forest because she didn’t want to bring Usiku into a dangerous environment again. However Maxwell had already explained that it would be best for them to hideout at Zecora’s hut for a while sense him and Zecora were still good friends.
“Come on were almost to the Everfear forest then I’ll lead us to Zecora’s hut.” Said Maxwell.
Just when they were about to enter the Everfear forest Discord had appeared in front of them holding up another stop sign.
“Going somewhere Max?” Said Discord as he laughed.
“Discord you TRATIOR.” Yelled Maxwell as he fired lightening from his staff directly at Discord.
Discord then redirects Maxwell attack to the sky. Maxwell gets angry starts to fires more lightening at Discord. Discord just snaps his paw and Maxwell’s attacks just disappear. Maxwell then jumps in front of his family to keep them safe.

“Oh please Max still using the same old tricks.” Said Discord with disappointment in his voice.

“You betrayed Fluttershy’s trust and most importantly her friendship.” Said Maxwell with anger in his voice.

“Thought about it but then I realized I like being on the winning side hahaha.” Said Discord while laughing.

“Why YOU.” Yelled Maxwell has he charged at Discord.
While Maxwell was keeping Discord busy and occupied Giobatic saw an opportunity for her and Usiku to escape and get to safety. As they were both running Giobatic did her best not to look back at the battle that was taking place. Suddenly a blue portal had opened up in front of them and they both ran into and then the portal disappeared.

“Got you Max.” Said Discord, as he used his powers to hog tie Maxwell down.

“Just wait until I get my hooves on you.” Said Maxwell.

“Too bad you won’t get the chance little pony.” Said a dark and mysterious voice coming from behind.

“Maxwell I like you to meet my new friend and partner Lord Tirek.” Said Discord as he introduced the two to each other.

“You did well Discord capturing another victim for me.” Said Tirek with a devilish smile.
Looking up at Tirek Maxwell was very surprised to see him up close and see how much bigger he’s grown in size. Maxwell didn’t let that get to him he was just glad that he able to keep his family out of harms way. Tirek grabbed Maxwell by his neck and prepared himself to drain Maxwell.

“Any last words.” Asked Tirek has he’s holding Maxwell.

“Just seven you’re going to fall in the end.” Said Maxwell as give one final laugh.

“What’s that suppose to mean?” Asked Tirek.

“It’s simple you sorry excuse for a goat it’s your destiny to fail you’ll fall just like the others have.” Said Maxwell with his last act of courage.

“Brave words little one. Said Tirek.

Tirek was ready to drain Maxwell and to feed his growing hunger for power. Maxwell tried his very best to escape from Tirek’s grip, but no luck. Things were looking hopeless for Maxwell, but out of nowhere Maxwell suddenly vanishes from Tirek’s grip.

“NO HE’S GONE.” Yelled Tirek.

“Strange Maxwell couldn’t use any type of magic so how can he just disappear like that?” Asked Discord.

“Oh forget it I still have half a town to drain lets go.” Said Tirek as he headed to the other side of Ponyville.

One hour had passed and Tirek had just finished draining all the ponies in Ponyville. Discord started to celebrate their victory over the ponies and now all of Equestria will belong to both of them. However Tirek then decided to betray Discord and drain him of his power to increase his own. Meanwhile Zero and Clutter had just witnessed Discord being drained of his power as well.
“So he was just using Discord to round up everypony, so tell me Zero what’s the plan?” Asked Clutter.

“First we need get as many ponies as we can to safety and second we need to find Twilight after all we can’t win this fight without her.” Said Zero.

“Sounds like a plan but how are we going to avoid be spotted by that freak?” Asked Clutter.

“Don’t worry about that Clutter I’ve got us covered let’s just focus on helping theses ponies.” Responded Zero.
Both of them started rounding up as many ponies as could and getting them to a shelter where they’ll be safe from Tirek’s wrath. While Clutter was leading a group of fillies and colts he found the cage where Twilight’s friends were locked in. Clutter wanted to go and help them but first he had to get the group of fillies and colts to the shelter. Once Clutter got the group of fillies and colts to the shelter he told Zero what he found.

“I found Twilight’s friends they’re still locked inside the cage.” Said Clutter.

“I see what about Twilight was she there with them?” Asked Zero.

“No she wasn’t there if I were to guess I say she was in Canterlot with Princess Celestia and Luna.” Said Clutter.

“I see then I think it’s best if we both go to Canterlot and offer any help we can to the princess.” Said Zero.

“Right wait what about Twilight’s friends we can’t just leave them beyond we’ve got to save them?” Asked Clutter.

“Alright let’s go save them lead the way Clutter.” Said Zero.

“Right lets go.” Said Clutter as he was leading the way to where Twilight’s friends were locked up.

As the two ponies were running to the cage where Twilight’s friends were they also had to do there very best not to get caught by Tirek. The two ponies got to the cage where Twilight’s friends were locked in.

“Who are you two?” Asked Applejack.

“I’m Zero Wing and this is my friend Clutterstep.” Said Zero as he introduced himself and Clutter.

“Don’t worry we’re here to help you.” Said Clutter as he put his hooves around the lock and tried to get it open. “Damn is this one tough lock Zero can you use your magic to try and get this cage door open? Asked Clutter.

“Yeah stand back and let me work my magic.” Said Zero as he prepared himself.
Clutter stepped away from the cage let Zero have a turn. Zero powered up his magic and then shot a beam at the lock, but his magic just bounced off the lock.

“I knew something like that was going to happen Tirek must’ve made this cage to be magic proof so that no pony but him can open it. Said Zero.

“Drat we can’t help.” Said Clutter

“We’re really sorry girls, but I can’t open this cage cause it’s magic proof.” Said Zero as he apologized to Twilight’s friends.

“It’s alright sugar cube you both tried your best and now I think it be best if you two get on out of here before that no good Tirek finds you both.” Said Applejack.

“We can’t just leave you all in here we have to save you.” Said Clutter

“No AJ is right you guys better get out of here before it’s too late.” Said Rainbow Dash.

“Well Zero what should we do it’s your call?” Asked Clutter.

“They’re right Clutter we go while we still can but don’t worry girls we’ll come back for you all I promise” Said Zero.
Fluttershy suddenly looked up and saw a blue pony standing in front of her friends. Fluttershy’s eyes suddenly beamed with hope believing that Alex had come back for her. She immediately moved her friends aside to see if that mysterious blue colt was actually Alex.

“Alex is it really you?” Asked Fluttershy.

“I’m sorry but you got me confused with some pony else my name is Clutterstep.” Said Clutter.

“Oh I’m really sorry it’s just from a small distance you look like my coltfriend Alex.” Said Fluttershy.

“I do what makes you say miss?” Asked Clutter.

“You see my coltfriend Alex’s coat is also blue except he’s a unicorn and I’m Fluttershy by the way.” Explained Fluttershy as she introduced herself.

“I see and I’m sorry for the mix up Fluttershy.” Said Clutter as he apologized.

“I can tell you really like this Alex don’t you?” Asked Zero.

“Oh yes I do love Alex but he’s gone now, but now I may never see him again.” Said Fluttershy with sadness in her voice.

“What do you mean by that?” Asked Zero.

“Alex was planning on challenging Tirek by himself and then he suddenly disappeared without a trace.” Explained Fluttershy.

“And you think Tirek is behind it?” Asked Zero.

“Well anything is possible Zero after all Tirek is playing for keeps.” Said Clutter.

“Your right then its time we head to Canterlot.” Said Zero.

“Okay and don’t worry Fluttershy we’ll find Alex.” Said Clutter.

“Thank you.” Said Fluttershy.

As the two ready themselves to leave Ponyville Clutter took one last look at the cage and waved goodbye to Twilight’s friends. The two of them ran out of Ponyville to head to their next objective, which was heading to Canterlot and to find the Princesses. As the two were running Clutter started to notice a demon looking wing hidden under Zero’s robe. He also noticed that even though Zero is wearing a blindfold he seems to be able to get around just fine without running or bumping into anything. Clutter finally decided that it was time for Zero explain who he was and what is he hiding under his robe. Right when Clutter was about to ask him a blue portal had opened up in front of them and they both ran into it. Suddenly they both appeared to what it seems to be outer space but they can both some how breathe.

“What’s going Zero did you do this?” Asked Clutter

“Don’t look at me I didn’t’ do anything.” Said Zero

“Zero is that you?” Said a mysterious voice coming from behind.

Zero and Clutter both turned around and saw Maxwell and his family right next to him looking just as confused as they were.

“Maxwell, Giobatic and Usiku what are you guys doing here? Asked Zero.

“I don’t know the last thing I remembered was being chocked by Tirek and suddenly I as here back with my family. Said Maxwell and then he noticed Clutter next to Zero “who’s your friend?” Asked Maxwell.
“I’m Clutterstep nice to meet you.” Answered Clutter

“Same to you I’m Maxwell House and this is my wife Giobatic and my son Usiku.” Said Maxwell as he introduced his family.

“So how do you two know each other?” Asked Clutter.

“Zero and I are old friends he use to hang around my house from time to time to lend a hoof helping me support my family and we’ve been on some adventures together.” Said Maxwell.

“Zero has helped us out a lot by looking after our son and making sure he stays out of trouble but there were time where Maxwell had rejected his help.” Said Giobatic

“Giobatic please your embarrassing me and Maxwell.” Said Zero.

The five of them suddenly heard a pony screaming in rage and in pain. The five of them then decided to go and investigate where the screaming was coming from. As they were running Maxwell was staying close by his family to try and keep them safe. They had found where the screaming was coming from and what they found was a demoniac looking blue unicorn with tears in his eyes. Zero walked up to the blue unicorn to see what was wrong.

“Hey pal you okay?” Asked Zero

After hearing Zero’s voice the demonic looking blue unicorn turn to the three ponies, the giraffe, and pegasus-giraffe.

“No do I look okay?” Said the demonic blue unicorn with tears in his eyes.

“Whoa just relax t calm down we’re just trying to help and figure out what’s going here.” Said Zero.

“I’m sorry I’m just going through a tough time right now and I’m Alex by the way.” Said Alex as he introduced himself and wiping his tears away.

“It’s all good I’m Zero and theses are my friends Clutterstep, Maxwell House, his wife Giobatic and son Usiku.” Said Zero as he introduced himself and his friends.

“It’s nice to meet you.” Said Alex as he was wiping his tears away.

“What’s wrong and why are you crying?” Asked Giobatic.

“It’s just I feel like let down my mare friend Fluttershy.” Said Alex as he continued to cry more.

“Fluttershy is she a yellow pegasus?” Asked Clutter.

“Yeah, wait how do you know Fluttershy?” Asked Alex

“Yeah we just saw her a while ago she’s still locked in a cage, but at least she safe for now.” Said Zero.

“Did she ask about me?” Asked Alex.

“Yeah and we promised her that we would help bring you back to her.” Said Clutter.

“Thanks you ponies are okay.” Said Alex as he started to calm down and change back to his normal self.

“Okay that was pretty freaky are you a changeling or something?” Asked Maxwell.

“No I’m not a changeling and this is going to be hard for you all to believe but I’m not from around here.” Said Alex

“What do you mean you’re not from around here?” Asked Giobatic with curiosity in her voice.

“Well to make a long story short I’m from another dimension and I’m not really a pony I just look like one whenever I’m here in Equestria.” Said Alex.

“That is so COOL another pony who can travel to other dimension.” Said an excited Usiku.

“Wait you ponies aren’t surprised?” Asked Alex with confusion in his voice.

“Not really you see I’ve been to other dimensions when I was on a quest with a pony who called himself the doctor.” Answered Maxwell. “Now that I think about it where is he usually whenever there’s big trouble in Equestria he would just randomly appears to save the day, but this time he never showed up.” Said Maxwell.

“Yeah and I recently went on a quest with my friends to find my dad when he went missing for about two years.” Said Usiku.

“But wait how did you managed travel to other dimensions your just a kid?” Asked Alex who was even more confused?

“You see me and friends used the doctor’s magic blue box to travel to other dimensions in order to find my dad, however we did run into some trouble while we were traveling.” Explained Usiku.

“Wow I’m really impressed guess the old saying is true kids do learn and grow up fast.” Said Alex.

“Okay I have no idea what you ponies are talking about but can we all but our heads together and figure out where we are?” Asked Clutter who wanted to get back to what was really important.

“Clutters right we can exchange stories later right now we need to focus on getting back to Equestria.” Said Zero as he was agreeing with Clutter’s statement.

“Right sorry okay back to the subject at hoof here.” Said Alex.

“Okay everypony what’s the last thing you guys remembered before appearing into this place?” Asked Zero.

“Well the last thing I remember is that I was getting ready to challenge Tirek by myself and the next thing I know some strange blue portal just suddenly appeared and poof I ended up here.” Answered Alex.

“That’s exactly what happened to me and Usiku we were running to get to safety and the same portal had opened up in front of us and we ended here as well.” Said Giobatic.

“The samething happened to me and Zero we were heading to Canterlot to find the princesses and the same portal had opened up bringing us here as well.” Said Clutter.

“That’s weird cause the way I got here was not through a portal”. Said Maxwell.

“Then how did you get here Max?” Asked Zero.

“Well it almost felt like somepony teleported me here.” Answered Maxwell.

“Hey dad do you think it’s possible that somepony is trying to bring you all together.” Asked Usiku.

“Don’t be ridicules Usiku that’s just silly.” Said Giobatic.

“No wait maybe that the kid is on to something I mean it’s no accident that those portals appeared just to save the six of us I think somepony did bring us here.” Said Zero.

“That is correct I brought you all here.” Said a mysterious and elegant voice”

“Who’s there?” Asked Zero.

Everypony started to look around to see where that mysterious voice was coming from. Maxwell kept his family close just in case it was a new enemy. Suddenly there was a bright flash of light that appeared right in front of them. When the light cleared they all saw a light goldish gray alicorn with an amaranth colored mane and with arctic blue eyes had appeared right in front of them.

“Who are you and why have you brought us here?” Asked Clutter.

“I am Faust the creator and I brought you all here to give you all this one chance to save all of Equestria.” Said Faust.

Chapter 2

The four ponies, giraffe, and pegasus-giraffe still couldn’t believe that the great divine creator of all reality was standing before them and how she needed their help to save their world. To show their respect towards the divine creator all of them started to kneel down to her.

“Arise my little ponies there is no need to kneel.” Said Faust.

“Of course my apologizes oh great one.” Said Zero as he and his friends arose.

“You were the one who brought us all here, but why?” Asked Clutter.

“Behold.” Said Faust as she started to use her magic to show them all a possible future.

All of them are witnessing Tirek opening portals to parallel Equestrias were he continues to feed his growing power. They’re watching Tirek growing stronger and stronger almost becoming god like. He’s leaving every world lifeless and filled with darkness.

“All of those innocent ponies.” Said Zero.

“Tirek will soon learn how to travel to parallel worlds were he will continue to grow more powerful and I’ve already seen this happen.” Said Faust.

“But wait if has already happened how are we standing here?” Asked Alex.

“When Tirek finally entered my domain he tried to drain my power as well so I used all my magic to role back time we are now in this worlds past. Tirek has not drained Twilight of her magic yet and you four ponies are this worlds last hope.” Said Faust.

“Wait you have the power to control all of time and space, why can’t you just go back in time and prevent all this from ever happening?” Asked Maxwell.

“All though I have the power to control all of reality I am powerless change history because then another alternate reality would just be created and that world would just suffer the fate as your world.” Explained Faust.

“How are we going to stop Tirek we’re no match for him.” Said Clutter.

“Stopping Tirek it’s impossible.” Said Maxwell.

“Maybe so but I believe you four ponies have potential to stop him.” Said Faust.

Everypony remained silent thinking what they should do. Faust could tell a lot of them were afraid to face Tirek, but then she got an idea to help them gain their confidence back. She used her magic to create memory bubbles, which contained their memories. All of them were a bit shocked and yet amazed of what they’re seeing. All their memories were appearing right before their eyes each containing there past adventures and journeys.

“Amazing theses are our memories of our past.” Said Maxwell.

“That is correct I’ve been watching all of you for some time now seeing how much you’ve all grown during all of your journeys.” Said Faust.

All of them got up and started walking around and observing the memory bubbles. Zero walked over to a certain memory bubble, which contained a memory of his childhood.

“I remember this one it was the day I got my cutie mark.” Said Zero as he watched his memory.

Everypony soon gathered around to see Zero’s memory of his childhood. Everypony assumed that Zero was a unicorn, but they were all wondering why Zero’s cutie mark was a wing and not something resembling magic.

“Hey Zero why is your cutie mark a wing and not magic?” Asked Clutter.

“Just keeping watching Clutter you’ll see why.” Said Zero.

Everypony continued to watch and they all saw Zero’s younger self turn to his right side. Everypony was in shock to see that Zero had a demonic wing on his right side of his body. And they were also surprised to see that Zero was able to fly with only one wing. Zero then took off his robe since there was no need to hide his wing anymore.

“No way, Zero you have a horn and a wing so does that make you an alicorn?” Asked Maxwell.

“Actually Zero is not an alicorn, but he is a special type of pony you see ponies who are born with both wings and a horn is considered rare in Equestria.” Explained Faust.

“You see guys my father was a night pegasus and my mother was a unicorn. My mom fell in love with my dad and after a while they got married, then I was born.” Explained Zero.

“Reminds me how me and Giobatic first met then falling in love.” Said Maxwell as he smiled at his family.

“Hey Zero I’ve been meaning to ask you something, why do you wear a blindfold are you blind?” Asked Clutter.

“Oh you mean this well you see when I was growing up I’ve learned how to use my other senses and not trust my eyes.” Explained Zero.

“That’s really cool think you can teach me how to use my other senses?” Asked Usiku.

“Sure if it’s okay with your parents.” Said Zero.

“Can I mom please?” Asked Usiku.

“We’ll talk about it later okay.” Said Giobatic.

“But wait Zero if you had a wing and could use magic all this time, how come you never used them before?” Asked Maxwell.

“Well you see I’m the type of pony who chooses not to rely too much on his special talents. I only use my magic or wing when it’s an emergency.” Explained Zero.

“I got to admit that’s a pretty noble decision to make.” Said Alex.

“Thanks I like to think so.” Said Zero.

Everypony continued to watch Zero’s memory of his childhood and they saw how hard it was for him growing up. Zero was often called a freak or a monster cause of his demonic wing, but he didn’t let that stop him. His mother would always tell him that his wing was nothing to be ashamed about. Zero was a blessing to her and that he was somepony special. As they continued to watch Zero’s memory they all saw that he was able to stand up for any pony in their time of need. And that he was able best almost any pony in either magic or flight.

Alex’s attention was captured on a certain memory of his own. Alex was watching the memory of the day he first met Fluttershy and arriving to Equestria. Seeing theses memories gave Alex hope that he can make a difference not only for Fluttershy, but also for all of Equestria. Everypony gathered to watch some of Alex’s memories now and to get to know him a little better.

“Never knew you’d be the shy type Alex.” Said Zero.

“Well it was my first time in Equestria and didn’t want to make a bad first impression.” Said Alex.

“Hey Alex was it weird coming to Equestria?” Asked Usiku.

“In some ways it was because you see in my world I use to walk on two legs and now I really like walking on four legs. Not only that it’s just when I first arrived to Equestria I did my best not to attract too much attention to myself. Then I met Rarity and Fluttershy and they both made me feel welcomed. ” Explained Alex.

They continued to watch the rest of Alex’s memories and they were all impressed that Alex was able to give Fluttershy more confidences and courage. As Alex’s memories continued everypony was amazed that Alex had powers that can rival both Princess Celestia and Luna.

“So are you some kind of god or something?” Asked Usiku

“You could say that you see in my world I have the power to control anything I want, but whenever I’m in Equestria my powers are limited.” Explained Alex.

“That’s really cool, but how come you never use powers to help out around Ponyville are you keeping your powers in check like Zero?” Asked Usiku.

“That’s a tricky question well you see Usiku not many ponies know that I’m from a different world and if anypony were to find out the truth about me it would cause a panic. And everypony would just reject or treat me like a monster.” Explained Alex.

“Wow so how much to do you love Fluttershy?” Asked Usiku.

“Well I really love and care about her very much and I would do anything for her even give up my own life to save her.” Said Alex.

Ten minutes have already passed and Usiku still hasn’t finished asking Alex questions about him and Fluttershy. Alex was starting to get a little annoyed from all the questions, but he did his best remain calm and cool after all he would never hurt an innocent child. While Usiku and Alex were busy talking the others continued to watch their memories. Zero and Clutter started to watch some of Maxwell and Giobatic old memories to see what kind of journeys they’ve been through. Zero and Clutter were very surprised that Maxwell took on Discord and Queen Chrysalis by himself. And how he never gave up even when the odds were against him.

“Wow Maxwell you’ve got guts I don’t think I’ve seen or heard of anypony who’s defeated both Discord and Queen Chrysalis alone before.” Said Clutter.

“Thanks you see I just hate the idea that bad guys think they can just do whatever they and getting away with it. Well not me I do whatever I can to help stop them from causing any trouble.” Said Maxwell.

“Though he can also be a bit reckless and clumsy sometimes.” Said Giobatic.

“Uh Gio please not in front of my friends.” Said Maxwell.

“Sorry dear just stating out the facts.” Said Giobatic as she giggled.

“By the way where did you get that cool lightening stick?” Asked Clutter.

“Oh this I got it as a graduation gift from my old friend and mentor Zecora.” Said Maxwell.

After that everypony started to see memories of Usiku journey. Even though Usiku journey wasn’t that long ago Giobatic was still worried that he might get hurt. All Usiku really wanted was to find his father and bring him back home. They all saw that Usiku and the CMC went through a lot when they were searching for Maxwell. Usiku was very determined and felt that nothing could stop him.

“Wow your one brave kid Usiku.” Said Alex

“Thanks Alex that means a lot.” Said Usiku.

“By the Usiku how old are you 5 6 maybe?” Asked Clutter.

“I’m actually one years old.” Said Usiku.

“WHAT YOUR ONLY ONE YEARS OLD.” Said Alex who was shocked.

“It’s caused I’m part giraffe and mom says we have a rapid growing factor to help avoid predators pretty cool huh.” Explained Usiku.

“So all this time I’ve been talking to a baby wow I need to sit down.” Said Alex as he sat down.

“I said it once and I’ll say it again kids really do grow up fast.” Said Zero.

As time passed everypony was getting to know each other a lot better. They were all impressed that each of them has been on a difficult journey and how each of them has bested a powerful enemy from time to time. However Clutterstep was starting to feel a bit overwhelmed of what he was witnessing. After all everypony has been on a life-changing journey except him.

“Are you okay Clutter you’ve seem to be a bit nervous?” Asked Giobatic.

“Huh no I’m fine it’s just it’s hard to believe that you’ve all done such amazing things in past stuff that I could never do.” Said Clutter.

“Young one just because you haven’t been on a journey doesn’t make you any less then a pony.” Said Faust as she walked over to Clutter.

“Still look around everypony even a little kid has been on a life changing journey expect me you shouldn’t have brought me here.” Said Clutter.

“That’s where you are wrong young one you have done something amazing in your past.” Said Faust as she comforts him.

“I have but when?” Asked Clutter

“Behold” Said Faust as she used her magic to show Clutter his past experience.

Clutter couldn’t believe what he was seeing. He was seeing the memory of the day he was helping Twilight get her smarty-pants doll out of a tree. Clutter was watching his memory very closely and how his younger self just jumped out of a three-story window to try and make to the tree.

“Wow now that I think about it I was pretty reckless and brash back then.” Said Clutter.

“But you were very brave to jump out of that three-story window. Clutter you put yourself at risk in order to help somepony who was in need.” Said Faust.

Clutter watched as he saw his younger self-falling from the tree along with Twilight’s smarty-pants doll only to be saved by Princess Celestia. Zero and the others started gathering around to watch Clutter’s memory. They all saw how Clutter stood up to Princess Celestia and how he did his best to protect Twilight. The memory ended after Clutter received a kiss from Twilight and earning his cutie mark.

“I’ve got to admit you’ve got guts Clutter I don’t think any of us would’ve stood up to Princess Celestia like that.” Said Maxwell.

“I thought that was kind of cute how Twilight helped you earn your cutie mark.” Said Giobatic as she giggled a bit.

“Cut it out you guys you’re embarrassing me” Said Clutter as he blushed.

“There is still a lot more to see young one.” Said Faust as used her magic to change the memory to another one.

The memory changed and everypony started watching as they saw Clutter being chased by Luna’s royal guards, royal nurse and Pinkie Pie.

“What’s going on here why are you being chased?” Asked Alex.

“That’s not important right let’s just continue watching okay.” Said Clutter.

They all continued to watch Clutter’s memory and they all saw him being chased into the courtyard. Clutter did his best to stay hidden away from the Luna’s royal guard and two angry princesses that wanted him dead. Then they all saw how Clutter found Twilight hiding in the Droste Maze crying. They all saw how Clutter did his very best to comfort Twilight in her time of need and they were all surprised to learn that Twilight was actually afraid of becoming a princess. As they all continued to watch Clutter’s past experience everypony was starting to notice that both Clutter and Twilight had special feelings for each other. The memory ended when they all saw how Clutter gave Twilight the confidence, courage and hope she needed in order to become a princess and receiving yet another kiss from Twilight.

“Now do you see Clutter you don’t need to go on a life changing journey to become a special pony because in Twilight’s eyes you are a special pony.” Said Faust.

“She’s right Clutter you helped Twilight become the princess she was destined to be.” Said Zero.

“You’re both right I did help Twilight in her time of need.” Said Clutter.

Everypony found that spark of hope and courage they needed to gain their confidence back. Faust used her magic to magic the memory bubbles disappear.

“So does this mean you ponies are ready to face Tirek?” Asked Faust.

“Yeah I’m willing to try take him on now.” Said Zero

“Me to I mean I’m not just going to sit by and watch Tirek take over Equestria.” Said Alex.

“You can count me in to I’ve been wanting to take on Tirek for some time now.” Said Maxwell.

“Plus I think we can do it if we all work together as a team.” Said Zero.

“Dad I want to help you guys please?” Asked Usiku.

“Usiku no your still too young you’ll get hurt.” Said Giobatic.

“Your mother is right Usiku it’s best if you both stay here where it’s safe.” Said Maxwell.

“Are you ponies ready to return to Equestria?” Asked Faust.

“Yes we’re all ready to go.” Said Zero.

“Wait what about Cutter he doesn’t have any powers or fighting experiences?” Asked Alex.

“Hey come on guys don’t cut me out of this, this is an adventure of a life time.” Said Clutter.

“Actually Clutter I have another assignment for you.” Said Faust.

“You do oh okay then let me hear it then.” Asked Clutter.

“Twilight hasn’t found the sixth key to open the chest of harmony yet and I want you to help her find the key. While your friends keep Tirek busy.” Said Faust.

“Don’t worry you can count on me I won’t let you down.” Said Clutter.

“Okay then everypony it’s time.” Said Faust as she opened a portal back to Ponyville.

“Alright then boys let’s move out.” Said Alex as he ran into the portal.

“Wish me luck you two.” Said Maxwell as he was saying farewell to his family.

“Be safe and come back to me.” Said Giobatic as she gave him a kiss for good luck.

“Go get him dad.” Said Usiku.

Maxwell waved bye to his family and flew into the portal. Clutter took one big deep breathe as he to walk into the portal. Zero was about to go in next, but Faust stopped him at the last second.

“Huh is something wrong why did you stop me?” Asked Zero.

“Zero I know of your dark power and how you’ve been hiding it all this time.” Said Faust.

“How long have you known?” Asked Zero.

“Since the day you first put on your blindfold it keeps your true power in check am I right?” Asked Faust.

“Yes this blindfold does keep my dark power in check and I swore to never use this power no matter what.” Said Zero.

“Yes I know, but you know that you can’t keep hiding it forever one day you’ll need that power and I am also aware that you have the ability to control it.” Said Faust.

“I know but I can’t it’s just too painful.” Said Zero.

“I can’t force you to use your dark power the choice is yours to make alone, but all I’m saying is that it can be a big help.” Said Faust as she moved out of Zero’s way.

Zero remained silent as Faust words were seeking into his mind. It’s true that Zero’s dark power would come in handy in the up coming battle against Tirek. Zero walked into the portal to join his friends in Ponyville.

“Good luck my little ponies.” Said Faust as she closed the portal.

Back in Ponyville Tirek fired an energy blast directly as Twilight’s library in order to force her out. At the last few seconds Zero and others had just arrived back to Ponyville in front of Twilight’s library. They all saw Tirek’s energy blast heading towards them. Zero and Alex combined their magic to redirect Tirek’s energy blast right back at him. Tirek didn’t know what just happened but he was able to put up a barrier just in time to protect himself. Once Twilight saw that Tirek’s attack was gone she came out of her library to see what just happened. She saw Zero, Maxwell and Alex standing in front of her library as if they were her guards. Twilight was about to talk to them, but she felt somepony grab hoof.

“Run.” Said Clutter as he took Twilight and ran as fast as he could.

“Clutter is it really you?” Asked Twilight as she followed him.

“Yes Twilight it’s me we have a lot of catching up to do, but later come on.” Said Clutter as he ran.

“Clutter what’s going on who are those ponies with Alex?” Asked Twilight.

“There my friends Zero Wing and Maxwell House there here to help bring Tirek down.” Said Clutter.

“But if that’s the case why are we running away they need our help Clutter.” Said Twilight.

“Don’t worry about them they can take care of themselves right now we have bigger things to deal with.” Said Clutter.

“What can be more important then Tirek?” Asked Twilight.

“The sixth key to the chest of harmony we have to find it Twilight it’s the only way to defeat to Tirek and get everything back to normal.” Explained Clutter.

“Wait how do you know about the chest and what’s going on?” Asked Twilight.

“I’ll explain everything later I promise right now we have to get to work.” Said Clutter.

Meanwhile back in Ponyville Zero, Alex, and Maxwell ready themselves to face Tirek and by as much time as they could. Maxwell pulled out his lightening staff and got ready for the fight of his life. Alex also got ready and was doing his very best to keep his anger in check after all he didn’t want to loose control again. However Zero was still thinking about what Faust said to him about his dark power and how it can be a big help. Tirek approached right in front of them to see who was it that redirected his attack. He suddenly recognized two of the ponies standing in front of him.

“I know two of you your the same ponies that escaped me before.” Said Tirek.

“Yes we are and I got something to say to you your going down.” Said Alex.

“That’s a good one whoever thought you ponies can tell such funny jokes thinking you can defeat me what a joke.” Said Tirek as he laughed at them.

“Laugh at this.” Said Maxwell as he; Zero and Alex fired at Tirek’s face.

“RRRR okay now you’ve got my attention so not only will I drain you all of your power, but I’ll make you wish that you never came back here.” Said Tirek.

“Let’s do this.” Said Zero.

Chapter 3

Zero, Maxwell, and Alex were getting ready for the battle of their lives. Tirek was more then eager to drain the three ponies of their magic. The three of them started coming up with strategies for taking down Tirek.

“So what’s the plan Zero?” Asked Maxwell.

“We need to work as a team if we’re going to take him down. Tirek maybe big but he’s slow and we can use that to our advantage.” Said Zero.

“Sounds good to me after all you and me are the only two who can fly.” Said Maxwell.

“Yeah and while you two are distracting him with your speed. I can attack him head on with full force.” Said Alex.

“Alex don’t do anything too reckless after all it’s going to take all of us to win this fight.” Said Zero.

“Yay your right I got to try and keep calm.” Said Alex as he took a deep breath.

“Times up you three.” Said Tirek as he fired his magic at them.

“Okay everypony spread out now.” Said Zero.

As soon as everypony dodged Tirek’s attack Zero used his magic to create a smokescreen to hide them. Tirek charged to where the smokescreen was, but as soon as he got there all three ponies had disappeared. Tirek started looking around to see if could find them.

“Show yourselves you cowards.” Yelled out Tirek.

“Right here you freak.” Said Maxwell as he landed on Tirek’s back.

“Hey get off of me you little pest.” Said Tirek as he tried to shake Maxwell off.

“Not a chances freak Zero your up.” Said Maxwell as he was hanging on.

“Alright then.” Said Zero as he used his magic to summon up a large amount of water under Tirek’s body.

“Was that it you used your magic just to get my feet wet?” Asked Tirek who was disappointed by Zero’s tactic.

“Don’t bet on it Max now.” Said Zero as he called out for Maxwell.

“With pleasure.” Said Maxwell as he flew off of Tirek’s back and used his lightening staff on the water.

Tirek was getting shocked from Zero’s and Maxwell’s combo attack. Meanwhile Alex was focusing on transforming into Alexanity to help out Zero and Maxwell. Alex’s eyes began to turn pitch black and he started growing out fangs and claws. And his body was also increasing in size.

“ENOUGH” Yelled Tirek as he made the ground around them crumbled.

Zero and Maxwell both flew up to avoid Tirek’s attack. Maxwell put his lightening staff away for the moment. Tirek emerged from the smoke and was very angry and annoyed from Zero’s and Maxwell’s attack.

“You two will be the first to go down” Said Tirek as he charged at the both of them.

“Heads up” Said Maxwell as he and Zero flew up to avoid Tirek’s attack.

Tirek jumped up to and was about to grab both of them, until a pair of claws grabbed Tirek’s shoulder.

“Hey dirt bag.” Said a mysterious voice.

Tirek turned around to see who grabbed his shoulder. All Tirek saw was a fist punching him directly in the face. Tirek slid back from the impact of the attack.

“RRRRR Who did that?” Asked Tirek as he was holding part of his face.

“That would be me.” Answered Alexanity as he was cracking his knuckles.

“It’s you so you decided to come back and face me after all. Finally a worthy opponent I’ve been looking forward to this.” Said Tirek.

“So have I.” Said Alexanity.

Both Zero and Maxwell flew down and landed next Alexanity. Alexanity was more then eager to settle the score with Tirek. Maxwell pulled out his lightening staff and got it ready. And Zero started powering up his magic to help out in the battle.

“Let’s try this again.” Said Tirek as he fired his magic at them.

“Leave it to me guys.” Said Alexanity as used his power to block Tirek’s attack.

“Got you” Said Tirek as he teleported behind them.

“Oh no it was a trick.” Said Alexanity as he still keeping Tirek’s other attack at bay for the moment.

Zero and Maxwell both fired their attacks at Tirek. Tirek easily blocked their attacks and then he grabbed both of them. Both Zero and Maxwell were trying their best to get out of Tirek’s grip. Tirek then decided to smash their heads together knocking them both out. Tirek then charged at Alexanity for a real battle. Alexanity quickly dispelled Tirek’s previous attack and then focused his attention on Tirek. Both Tirek and Alexanity charged at each other and both were at each other’s grip.

“I must admit you’re stronger then I thought you be.” Said Tirek.

“Guess this means the playing field is evened out.” Said Alexanity.

“Not really even with all your power you posses. Compared to me, that only makes you a strong foal.” Said Tirek as he pushed in more strength.

Alexanity was beginning slide back from Tirek’s strength. Alexanity had to admit Tirek was a lot more powerful then he imagined. But that wasn’t going to stop him from protecting Equestria and Fluttershy. Alexanity started gaining more strength when he knew what he was fighting for. And he started to push Tirek back. Tirek was a bit surprised when Alex was showing this newfound power.

“Oh where did you find this new strength?” Asked Tirek.

“Like I ever tell you.” Said Alexanity pushed Tirek back causing him to slide back.

“You’re a lot stronger then I thought. It’s seems I may have underestimated you.” Said Tirek.

“I’m a lot stronger then you think Tirek. Just wait until I use my full power, then you’ll be sorry.” Said Alexanity.

“We’ll just see about that.” Said Tirek as he fired his magic at Alexanity.

Alexanity quickly put up a barrier to protect himself from Tirek’s attack. Alexanity was also keeping aware of his surroundings just in case Tirek tries another sneak attack. Tirek just kept launching more of his power at Alexanity. Alexanity was keeping his barrier up for as long as he could, until he could up with a plan. The ground started shaking around them causing Zero to regain consciousness.

“Uh my head it feels like I got hit by a train.” Said Zero as he was holding his head.

Zero then noticed that Alex and Tirek were battling each other not too far from where he was. Zero started to get back up to rejoin the battle. He then turned his head and saw that Maxwell was still knocked out.

“Max this a real bad time for a nap boy wake up.” Said Zero as he used his magic to splash water in Maxwell’s face.

“Huh what’s going on uh my head what happened?” Asked Max as he was rubbing his head.

“We got knocked out by Tirek. Now come on Alex needs us Tirek has him pinned at the moment.” Said Zero.

“Right come on let’s go.” Said Max as he got back on his hooves.

Both Zero and Maxwell took flight to go and help Alex. Zero started powering up his magic again. While, Maxwell took out his lightening staff.

“Ready fire” Said Zero as he and Maxwell fired their attacks at Tirek’s back.

Tirek got hit from their attack causing him to take his attention away from Alexanity for the moment. Alexanity saw this as a perfect moment to strike. Alexanity charged at Tirek and gave him right upper cut. Tirek took a few steps back after getting hit by Alexanity attack. Zero and Maxwell landed next to Alexanity to see of he’s okay.

“Alex you okay?” Asked Zero.

“When I’m in this state call me Alexanity. And yeah I’m good for the moment.” Said Alexanity as he was getting up.

“Right now we’ve got a fight to finish.” Said Zero.

Tirek just recovered from Alexanity attack and was getting more anger. To his surprised Tirek has never encountered anypony like these three. Everypony that to tried to stop him before easily fell to his might. But these three ponies were not backing down and were refusing to surrender.

“Okay guys remember we need to stick together and cover each others back’s.” Said Zero.

“Right and hey guys maybe we should all try and attack Tirek together what do you guys think?” Asked Maxwell.

“I like the sound of that.” Said Alexanity.

“Okay we’re going through with your plan Max.” Said Zero.

The three ponies charges at Tirek. Tirek fired another energy beam at them. Alexanity quickly put up a force field to protect him and his friends. Zero and Maxwell both flew up and continued to charge at Tirek. Tirek used to his dark magic to trap Maxwell in stasis. Zero quickly teleported away at the last minute.

“What a coward, but at least I have you. And now you’re magic is mine.” Said Tirek, as he was getting ready to drain Maxwell.

“Guess again.” Said Zero as he reappeared in front of Tirek. “Bottoms up” Said Zero as he used his magic to launch a huge amount of fire down Tirek’s throat.
Tirek started choking and coughing from Zero’s attack. Maxwell was set free from Tirek’s spell.

“My turn and try this one on for size.” Said Maxwell as he flew between Tirek’s legs.

Maxwell then used his lightening staff on Tirek’s front legs. Tirek was about to flick Maxwell away, until Zero used his magic to launch fireballs at Tirek’s spine. Both Zero’s and Maxwell’s attacks were able to get Tirek on his knees.

“Alexanity now’s your chance.” Said Zero as he was still firing.

“Okay Tirek you’re my.” Said Alexanity as he charged at Tirek.

Alexanity threw a few punches at Tirek’s gut. Even though Tirek was on his knees he was still able to defend himself from Alexanity’s attack. Alexanity used his powers to summon up some vines from underground to help keep Tirek down. Alexanity continued to launch his attacks at Tirek’s gut.

“I’VE HAD ENOUGH OF THESES CHILDISH GAMES” Yelled out Tirek as he used his dark magic to create a large shockwave. His shockwave sent the three ponies flying and each of them crashing on the ground. Alexanity got back up and charged at Tirek. Tirek was more then ready for Alexanity this time. Both of them threw a fist causing their attack to clash and creating a small shockwave. Both of them slid back from the attack. Alexanity took this small moment to catch his breath.

“Getting tired are we foolish boy do you really think you and your pathetic little friends can stop me.” Said Tirek.

“Don’t worry I still have plenty of fight left in me.” Said Alexanity while breathing heavily.

Zero and Maxwell flew by and landed by Alexanity.

“He’s a lot tougher then I thought.” Said Maxwell.

“Yeah I know and we can’t keep this up forever. After all we each have our limits.” Said Zero.

“Don’t worry guys I’ve still got another transformation up my selves.” Said Alexanity.

“You can still transform?” Asked Maxwell.

“Yeah but I’ll need some time in order for it to work. Think you guys can stall him long enough for me to transform?” Asked Alexanity.

“Yeah we can buy you some time.” Said Zero

“Okay then move out.” Said Maxwell.

Both Zero and Maxwell flew towards Tirek and fired their attacks at him. Tirek easily block their attacks and fired his magic at them. Zero and Maxwell flew up into the sky in order to keep a distance from Tirek and his attacks. Meanwhile Alexanity started focusing on transforming into the Guardian Angel. Two skeletal wings started growing out of his back. His body was also increasing in size as well. And his body was soon covered in black and yellow armor.

“Hey Max any chance your little stick can get extra power from real lightening?” Asked Zero as he was dodging Tirek’s attack.

“I’m not really sure if it can do that, but it would help us out here.” Said Maxwell as fired more lightening.

“It doesn’t matter what you two are planning you’ll never be able to defeat me.” Said Tirek.

Tirek was about to charge at them until suddenly he was tackled into the Everfree Forest. Zero and Maxwell both knew it Alex and they both follow them. Tirek was smashed into a pile of trees.

“Now what?” Asked Tirek.

“Now the real battle can begin.” Said a deep mysterious voice.

Tirek got back up and assume he saw Alexanity standing in front of him.

“Ah back for more Alexanity?” Asked Tirek as he got back up.

“I’m not Alexanity anymore in this form I’m call Guardian Angel.” Said Guardian Angel.

“Guardian Angel huh you look more like a demon to me, but different name same fate. Said Tirek.

Tirek and Guardian Angel were staring at each other face to face. Guardian Angel fired his light energy beam at Tirek. However Tirek countered with his own dark energy beam. Both their attacks clashed with each other. Guardian Angel started putting more power into his attack. His light energy beam was beginning to overpower Tirek’s attack. Tirek then decided to push even more power into his attack and was not going to let himself be beaten by a pony. Zero and Maxwell had just arrived to the battlefield and witnessed on what was happening.

“Man look at those two go Zero.” Said Maxwell.

“Right now this part of the fight is too much for us. It’s best if we hang back all we do is get in away.” Said Zero.

“You’ll hear no arguments from me.” Said Maxwell.

“A pity the four of us never teamed up before all this happened.” Said Zero.

“I agree it’s getting a lot harder fighting all theses bad guys solo.” Said Maxwell.

Their conversation was cut short when both Guardian Angel’s and Tirek’s attack created a large explosion sending both Zero And Maxwell flying. Guardian Angel and Tirek just staring at each other with much fire in their eyes.

“I must say you’re a lot more powerful then I thought, but nearly close enough of being called arch rival.” Said Tirek.

“Like I care about any of that. All I want is to bring you down.” Said Guardian Angel.

Tirek then remembered that Alex had deep feelings for Fluttershy. He could use her as a bargaining chip in order to gain all of Alex’s magic. With all of Alex’s power at his disposals Tirek would become even more powerful then ever.

“Alex how about a trade.” Said Tirek as he snapped his fingers bringing Fluttershy next to him trapped in a bubble.

“Fluttershy don’t you dare use her a shield.” Said Guardian Angel.

“Her freedom in exchange for all your magic.” Said Tirek.

“Alex no please you can’t surrender your magic to him not even save me.” Said Fluttershy as she begged.

Alex didn’t know what to do if he continued to fight Tirek. He would most likely hurt Fluttershy even more. Alex would never be able to forgive himself if anything were to happen to Fluttershy. Alex started to cry, but he decided to do the right thing and surrender his magic to Tirek. He started powering down to his original form and walked up to Tirek.

“Okay you win you can have my magic just let her go.” Said Alex.

“Of course now hold still this will be all over quick.” Said Tirek as he approached Alex.

Tirek was now standing in front of Alex. Tirek used his power and began draining Alex of all his magic. Zero and Maxwell were flying back to the battlefield as fast as they could.

“Please let us make it there in time.” Said Zero.

Zero and Maxwell were getting closer and they both witnessed Tirek draining Alex.

“No were too late.” Said Maxwell.

“No there still time Maxwell. If we both attack Tirek right now we might still be able to save what little magic Alex has left.” Said Zero.

Both Zero and Maxwell combined their attacks to create a strong lighting attack. They both fired their attack at the back of Tirek’s neck causing him to close his mouth and loose focus on draining Alex. As Alex fell to the floor he used what little magic he had left and freed Fluttershy and they quickly got away. Tirek then turned to both Zero and Maxwell.

“You two ruined my meal, but it doesn’t matter cause I’ve still gained a lot more before power then I realized.” Said Tirek as he started to grow in size.

Zero quickly created another smokescreen so that he and others could fall back and regroup. Tirek then started to fire at the Everfree forest in order to flush them out of hiding. Zero and the others were hiding in a small cave. Fluttershy was holding Alex close and tending to his injuries. Alex still saw that his cutie mark was still there, but was badly fated.

“Alex why did you surrender your magic?” Asked Fluttershy.

“Cause I could bare to live with myself if anything happened to you. I would rather give up all magic rather then lose you forever.” Said Alex.

“Oh Alex thank you.” Said Fluttershy as she kissed him.

“Just be glad Tirek didn’t get all your magic.” Said Zero.

“I know but I barely have any magic left so I’m no good anymore. It’s up two of you now.” Said Alex.

“Right then I guess I don’t a choice anymore it’s now or never.” Said Zero he began taking off his blindfold for the first time in years.

“Zero what are you talking about and why are you taking your blindfold off?” Asked Maxwell.

“This blindfold isn’t just for show Max. Its true motive is to keep my dark powers in check. Said Zero as he threw his blindfold on to the floor.

“You have dark powers as well?” Asked Alex.

“Yeah it’s been years since I used it and I swore I’d never use it again. But like I said before it maybe now or never. Said Zero as he started to open his eyes showing that his right eye is a dark blue color while his left eye was a demonic eye that was dark crimson red colo.

“Zero what’s up with your left eye” Asked Alex.

“I’ll explain everything later right now we need a plan and quick.” Said Zero.

“Let’s just hope Clutter and Twilight are getting closers in finding that last key.” Said Maxwell.