The Return of Discord

by silversoul

Rating: teen
Tags: Other, Adventure, Discord, Princess Celestia, Main 6, My Little Pony: Friendship is Magic, Dark
Length: 14854

When Discord Reappears, the Mane 6 set out stop him, this time for good.

Things seem to be normal enough in Ponyville for now. But, little do the Elements of Harmony know, their greatest challenge ever is about to arise, not from Discord and his new henchmen, but at the hooves of a pony they would never expect...

Given Dark category for later chapters.

Original story idea is for a video game by Matthais123 on YouTube. However, he allowed me to turn this into a story.

Published 2012-08-09 08:34:02 UTC
Last updated 2012-08-11 16:00:05 UTC

New Adventures, Old Foes

The sun was bright and brilliant up in the sky, a few clouds floating lazily by above the town of Ponyville. Things couldn't have been more normal as they were right at that moment. Ponies traveled happily up and down the streets, chatting with anyone familiar that they met or simply throwing a friendly greeting. The market place was busy with ponies around and buying their daily produce, or stopping to eye items brought in from somepony out of town, which were always a common occurrence any day of the week. Some were in the park, enjoying a picnic in the fine weather or listening as Lyra played her lyre from her usual position on her usual park bench. And at Sugercube Corner, Pinkie Pie was manning the front counter, wiping away some sweat on her brow after a rather sudden rush of customers. The cakes had stepped out for a while, leaving her in charge of the store for now. Yep, things were pretty normal in the town, for once. They had been for a while, actually.

So, naturally, everything was about to go to pot in the worse possible sense of the phrase.

The bell above the entrance to the bakery went off just as Pinkie had ducked under the counter for something. "Be with you in a minute!" the party pony chirped, her tail wagging around above the counter as she spoke.

"No, you'll be with my now, Stinky Pie!"

Pinkie Pies ears perked up as she heard the voice of the shops newest arrival. A voice she knew, but never expected to hear again. She quickly popped back up, only to be met with a claw gripping her by her mane, tugging her head forcefully back. She gave a small yelp of pain as her head was pulled back by her mane, and she found herself staring up in the familiar face of a sneering griffon.

Gilda smirked down at the shocked and frightened look in Pinkies eyes. "Been a long time huh?" she asked. "I'm actually glad to see you're still doing so well, dweeb. After all, it lets me be the one to help ruin you!" she exclaimed.

To her surprise, however, the scared look on Pinkies face suddenly changed into a smile as she giggled. "Well it's about time! Something big and exciting just had to happen soon around here. After all, things have been waaay to quiet," she said, still watching the griffon.

Gilda was stunned. She knew this girl was random and weird, but she wasn't even fazed about her current situation! How often could this have possibly happened!? Oh well, she thought, it didn't matter. Her job wasn't to ask questions, just to bring Pinkie Pie back. "Oh yeah, well how's this for excitement, ya weirdo!?" she yelled before suddenly slamming the pink party ponies head into the cash register right in front of her. A bell rang, a 'No Sale' sign popping up out of it. Gilda raised Pinkies head up, cupcakes spinning around it and her eyes spinning before they shut, her snoring a clear indicator of her being knocked out.

She chuckled and tossed Pinkie across her back, being smart enough to take the back door out to avoid being seen with the pony on her. She spread her wings and sped off into the sky, flying away from the town. "This'll teach that stupid flip-flop Dash to turn her back on me!" she exclaimed to herself, to high up for her voice to travel to the ground. She smirked to herself in victory. This really had been too easy for her...

Still, as she flew onward to her destination, she couldn't help it as a new feeling washed over her. Something she hadn’t felt in a long time; guilt. Guilt that made her burn inside. She had never wanted to do this, deep down. Still, orders were orders. And her new boss was making sure she was going to follow through. It was also pretty clear she was going to have to do more things she didn’t care to. But what choice did he have, after meeting the disharmonious spirit? Besides, this whole thing was Dash’s fault! That thought hardened her resolve a bit as she scowled. Yes, that's right; this was all because of Rainbow Dash. She just up and ditched her, and for what? A bunch of stupid dweebs who thought a bunch of stupid pranks were a good time! Well if she wanted to be a lame-o, fine. She'd show her what it meant to be cool, to be better, and to be superior in every way and... and...

And not a word of that was true, and she knew it. But, even shouting all this in her mind wasn't making the guilt going away. In fact, it only seemed to be adding another emotion into the mix. Sadness, that was hurting her heart most of all, more than anger or guilt or anything else. And yet she still flew on, unable to stop and listen to the conscience that was finally making itself heard.

****************************************************************************************

"Any luck, girls?" Twilight Sparkle asked her friends. It was later on in the day by now, much later, in fact. Pinkies disappearance hadn’t gone unnoticed for long. Mainly due to the small gathering of customers that had accumulated after she'd been taken. The cakes were of course swarmed upon their arrival with their kids by the small crowd, more confused than anything. After the customers had been served and left, they started wondering where Pinkie could have possibly gone. After all, she'd never left in the middle of a shift before without permission. Well, it only took a check in with her closest friends and a few other ponies around town to realize that she was nowhere to be found. And so, naturally, they had thrown together a search party to go look for her.

Rainbow Dash shook her head, "None. We looked all over the place from the sky; not one sign of her."

Applejack shook her head as well, "Nope. Me group checked the whole edge 'o the Everfree Forest, but we didn't find anything'."

Fluttershy was next, "And none of my animal friends have seen her anywhere all day."

"The back streets of the town are no good, either, I'm afraid," Rarity added, still trying to shake out some dust that had gathered in her coat from her searching.

"And nopony in towns seen her anywhere, except for when she was serving a few of them in the shop," Spike finished off, looking as upset as the others. The search had been going on for hours now, and they still had no luck at this point.

"Well then where in Equestria could she possibly be?" Twilight asked out loud, putting a hoof to her chin in thought and worry.

"I think I can answer that one for you, actually!" came a new voice, making them all turn their heads in surprise as Gild landed a few simple feet away from them, smirking.

"You again!? I'm surprised you got the nerve to show your face here after what happened the last time you showed up!" Dash said, pointing an accusing hoof at her before charging. Of course, Applejack managed to bite onto the end of her tail, holding her friend back.

"What do you mean? Did you take Pinkie Pie?" Twilight asked glaring at the griffon. This really wasn't turning out how she had expected. And frankly, this griffon had been bad enough last time from the little she'd seen and heard about her.

"Well, duh, egghead," Gilda said, rolling her eyes, "How else could I answer the question about where she is. Geese, I thought you were supposed to be smart." She shrugged, "Oh well, at least your smarter than that pink idiot. She was so easy to knock out; she didn't even try to fight me back! She just took it like it happened to her every other day. But hey, what can you expect from somepony dumb and childish as her?"

Something inside Dash suddenly snapped. She didn't know what line her ex-friend said that did it. All she knew was that she wanted to turn that dumb excuse for a griffon into a pile of fur and feathers. With a sharp yank, she broke out of Applejacks grip and ignored her friends remarks, rushing straight for Gilda, and missing her entirely as she simply side-stepped out of the way, leaving Dash to skid to a halt and turn back at her, fire in her eyes.

The griffon laughed, "Just like you always were, Dash; pretty darn brave, but stupid. Tell you what; I'll make you a deal, for old times’ sake. Beat me in a fight, and I'll tell you where your friend is. Lose to me and... Well, let's just say they won't be able to call you the best young flyer in Equestria anymore. So, what do you say?"

"Bring it on, slow poke!" Dash growled, both of them speeding up into the air before the others could stop them.

===========================================================

Boss Battle: Gilda the Griffon
Battle Music: For a Time (Gilda and Dash fight theme) by psychgoth

As soon as they were high enough to fight without being in danger of hitting anything near the ground, Rainbow made the first move, charging at Gilda again, her hooves in front of her.

"Heh, that didn't even work the first time," she cried as she rolled out of the way. "What seriously made you think it would work the second!?" she asked, sneering. Her eyes went wide, however, as Dash suddenly pulled a tight curve and shot straight back at her. She only managed to avoid two hooves to the chest, but her back left leg wasn't lucky, getting struck by one of Rainbows hooves, hard. She could feel a bruise starting to form under her fur, and knew she was lucky the strike hadn’t broken her bone.

"Sorry G, but playtimes over," Rainbow growled. Her gaze softened a bit, "I can out fly you, and I can defiantly out fight you. End this now; just tell me where Pinkie Pie is. I don't want to have to hurt you."

"Forget it; you'll have to ground me if you wanna hear one word about where that loser is!" Gilda yelled, charging at Dash now, claws extended. Luckily the pegasus was quick enough to dodge her slashes. "Why'd you do it, huh!?" she yelled, not letting up on her attacks, "Why'd you ditch me for these losers!? Especially that little pink moron!? How can you think they're cooler then me!? I thought we were friends, Rainbow Dash!"

Rainbow rolled out of the way of another slash, seeing something new in her old friends face through all her rage and anger; hurt. She could also see tears forming at the edge of her eyes. She ignored it, though; she couldn't afford to be distracted by her friend’s inner conflict, no matter how obvious. It was her choice to fight Dash, and she had to fight back, for Pinkie's sake. She had to win! She rushed at Gilda again and the two met each other in mid-air, becoming little more than a blur of feathers, hooves and talons heading at each other. They stayed like that for a good three minutes or so before finally pulling away from each other. By that point, Gilda was covered in more bruises all over her body, and Rainbow was bleeding from several cuts, thanks to Gilda’s sharp talons.

This was taking too long, Rainbow thought to herself. She had to finish now and find out where Pinkie was. Who knew what had happened to her!? I never wanted to have to try this, especially on an old friend, but I don't have any choice, she thought to herself sadly. Desperate times called for desperate measures, though...

The cyan pegasus suddenly turned and started flying directly upwards, going even higher into the sky. "Oh no you don't, get back here!" Gilda yelled, climbing up after her friend and managing to start catching up rather quickly, "You can't run up here, Dash! You're mine!"

Suddenly, however, Rainbow stopped ascending and, in fact, starting going straight back down, her hind hooves going straight and rigid as they were speeding right down at Gilda’s surprised face. They hit her dead on, too.

The result was almost instant. The sudden hit, coupled with the shock, left Gilda barely clinging to consciousness and plummeting to the earth, wing flailing uselessly at her sides. The ground was coming up fast, she could tell. But she couldn't will her wings to catch the wind and pull. Damn it, no no no! she screamed in her thoughts. This isn't how this was supposed to end! Not with her as an earth pizza!

And she was right, it seemed, as a Rainbow streak easily outstripped her on the path to the ground. Suddenly, Gilda felt her body caught by two hooves before slowly descending back to the ground and being placed there. She managed to open her eyes fully and saw Rainbow Dash standing over her, a worried look over her face. Still, it was hard to tell with the tears that were starting to form in the griffon’s eyes.

End of Boss Battle

Rainbow Dash; + 35 Exp.

No Items

"Oh man, I'm so sorry Gilda! I didn't mean to hurt you this bad!" Rainbow said, standing over her as the rest of her friends rushed over. "Just hang on, I'll get you some help, promise!"

Gilda, still desperately trying to pull away from the lulls of a hoof to the face induced sleep, shook her head, "Don't bother, it won't do me any good. I failed, after all. He told me... what would happen if I did."

"Failed? He?" Rainbow asked, looking down at Gilda confused. "What do you mean!? Who's 'he'?"

"My... new boss," Gilda managed, coughing a bit, "Or... master, would probably be the better word, now I think about it."

"Master? Gilda, who the hay are you talking about!?" Rainbow asked, her voice more demanding, though still holding worry. The others were here by now, watching the two of them talk in mild surprise. "Please, who made you do this!?"

"I'll get to that, I just gotta say something first," Gilda said, looking right at Dash. "Dash, I was never gonna come back, I swear it. I know you ditched me and all, but I didn't really mind. I was fine with letting you do whatever you wanted, even if you forgot about me. Guess I deserved it, now I think back about it..."

"D-don't talk like that Gilda! I hit you too hard in the head, is all," Rainbow said, blinking back a few tears of her own.

But Gilda just shook her head, "No, it isn’t that. I mean it, every word. You dumped me, forgot about me, but I was fine letting you do your thing and be happy. But that changed a few days ago. This crazy-looking... thing... found me, said he knew that I knew you before and wanted me to do something for him. I said I wouldn't, but he made me, turned into a slave."

"How?"

"He put some kind of spell over me. Said if I didn't listen to him, or failed him, I'd... I'd... well, just look," she said, motioning to her lower body.

Dash looked, and gasped. Gilda’s legs were starting to turn into stone! A gently glowing, thing bar of sparkling light was moving its way upward, leaving behind stone in place of fur and flesh as it moved up from her kind legs to her torso.

Dash couldn't hold it back any longer; the tears started to flow down her face. "No! No, this isn't possible! You can't be turning to stone just because I beat you! I won't let it happen! You don't deserve that!" She looked up at Twilight and grabbed her, "Twi, you gotta have some kind of spell that can stop this! Please, stop it! Please!" Her voice was begging at this point, but Twilight could only shake her head, looking upset as her friend now.

"I... I can't, Rainbow Dash. No spell I know can break a petrification curse. There's no way to save her. I'm sorry..." the unicorn said slowly, only to have Rainbow let her go in defeat, to upset to even yell now. Instead, she turned back to her oldest friend, bending down to Gilda’s side as the spell crept up her chest.

"Gilda... I'm sorry," Dash said, tears dripping down her face. "I didn't mean for any of this. I didn't want this. Please, I'm sorry..." she bent down closer to her friend, wrapping her hooves around her in a hug, "Please, please forgive me. I've been such a jerk..."

Gilda shook her head. She would have pushed Dash away, but her front legs were turning to stone as well now. "It's fine Dash. I... I don't blame you. I deserved that pounding up there. This is all my fault. All I want to know is... do you forgive me, for being the real jerk here?" she asked.

Dash broke the hug, looking Gilda straight in the eyes. She nodded, "Of course. Of course I forgive you. After all, that's what friends do. Just please, tell me who did this to you? Who was so evil they thought they could curse you?"

At this point, the curse had almost completed itself, Gilda's head turning to stone. Still, it didn't stop the griffon from uttering one last word, the answer to her oldest, and best friend’s question. "Discord..." she managed, before her head was fully encased in stone, leaving a sad, if relieved look on her face.

*****************************************************************************************

"Pffft, typical," Discord said, tossing down the bag of popcorn he had been munching of while sitting back on a couch he'd conjured up. "It's just so hard to find good help these days," he sighed. The image in the cauldron before him showed Rainbow over her friends now petrified body, crying softly as she held her. The image disappeared in a swirl of liquid, turning into the common, light brown color of chocolate milk. Discord pulled out a ladle and dipped it into the cauldron, bringing it out and taking a long drink from it.

It wasn't really possible to tell where he was at this point. His favorite cotton candy clouds covered the sky overhead, blocking a lot of light from the sun as they swirled about the dark area. Discord wiped his lips with the back of his lions arm. "Oh well, she was the most useless one I found, after all. I have plenty of others to do those boring old ponies in, all much more willing than that poor excuse of a griffon. Not to mention all the other twists and turns I have planned," he said happily. "Ooooh, it makes me so happy, I could almost sing! It just too bad I don't have any real audience to enjoy that right now.

"Besides, I'm still annoyed by Her little condition," he spat, sitting back down and crossing his arms and legs. "Not getting to take the Elements of Harmony. That deal of hers was annoying, but it is her request, after all. Darned ancient magic! Why did it have to be Her of all ponies who freed me?" he asked out loud to himself. He just shrugged after a few seconds, "Oh well, at least I'm free to spread my chaos once again. Speaking of which..."

He stood up again and turned around. Pinkie Pie sat in the corner of the room, tied from neck to hoof in red licorice. She'd been struggling ever since she woke up to break free, but it was too strong, and she found herself unable to chew through it. So, she'd just taken to staring angrily at Discord and calling him names every time she thought up a new one. By this point she was up to eight, if he'd been keeping count right, and had been silent for a while. He just returned her angry glare with a happy smirk and snapped his talons together, "She's all yours, everyone."

Pinkie stopped glaring and raised an eyebrow, confused, "Everyone? Who's everyone? You’re the only one around here besides me one." She stopped, however, as a new sound reached her ears, making them perk up. It sounded like... bouncing, and it was getting closer to her. She looked into the darkness of the room, squinting her eyes to try and see what was coming. Her eyes went wide as dinner plates as she saw just who... or rather, what... it was. "Oh no! Not you four! Nooooo!"

End of Chapter 1

≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈≈

Chapter End Condition;

Twilight Sparkle; Lv. 1, 0 Exp.
Rainbow Dash; Lv. 1, 35 Exp.
Applejack; Lv. 1, 0 Exp.
Rarity; Lv. 1, 0 Exp.
Fluttershy; Lv. 1, 0 Exp.
Pinkie Pie; Lv. 1, 0 Exp. {Absent}

Inventory;

Nothing Yet!

The True Power of Harmony

The large double doors opened silently, allowing Twilight Sparkle and her remaining friends to walk into the entrance hall of Canterlot Castle. Of course, their eyes didn't bother to wander to the splendid, breathtaking decor that surrounded them. Instead, they immediately set off for the top of the stairs where Celestia herself stood waiting a concerned look on her face. "We got here as fast as we could, Princess," Twilight said as they reached the top of the stairs.

"Twilight, it's good to see you and your friends are well," Celestia replied with a nod, though she quickly noticed the absence of Pinkie Pie. She wasn't shocked, however; Twilight had explained everything in her letter.

Immediately after Gilda's curse had finished, the group decided to head back to the library, both to put Gilda there for safe-keeping and to have Spike send urgent word to the princess about everything that had happened so far today. Of course, it hadn't taken her very long to reply, agreeing to send transport for them to see her immediately. Minutes later two chariots had arrived, each capable of pulling two ponies. Rainbow had chosen to fly alongside the guards pulling them while the other four rode, Spike staying behind at the library to hold down the fort, so to speak.

Celestia lead the five to the Chamber of Harmony, talking along the way, "As soon as you sent word to me about Discords return, I went to check the vault where I had him imprisoned in after you defeated him. I knew it was too dangerous to risk him breaking out again. Well, you can imagine my shock when I found his statue had indeed disappeared." While the princess sounded like her normal, real self, Twilight could easily detect the worry in her mentors' voice after so many years of studying under her.

"But then, who could have possibly been able to know where he was, yet alone free him?" Twilight asked as she looked up at the Princess.

Celestia could only shake her head sadly, yes closed, "I'm afraid I have no idea about that. But I can assure that the royal guard has been put on high alert and and I'll personally be heading up an investigation on who did this." By now they were in the Chamber, Celestia heading up and unlocking the vault the held the Elements of Harmony. "There is one bit of good news, however," she said as she floated the chest out in front of the girls. She then opened it to reveal all six of the Elements, still inside. "I have no idea why but Discord didn't take the Elements of Harmony, unlike last time," she said, watching as Twilight floated each one of them out.

"Yeah, probably because he knew it wouldn't do him any good, just like last time!" Rainbow proclaimed as the element of Loyalty settled around her neck. "Discord had better watch out, because when I find him, I'm gonna... I'm gonna... well, I don't know what I'm gonna do just yet, but it sure won't be pretty!"

"Rainbow Dash, you need to calm down," Twilight said, settling the Element of Magic on her head. "Discord wants you to lose your temper and be angry. He wants to try and get to all us, that's why he had Gilda kidnap Pinkie Pie. Speaking of which, before we even think of fighting Discord, we have to find Pinkie Pie, which won't be easy since we have no clue where she could be. But it's the only way we can use ALL the Elements. It's the only way they'll work."

"Actually Twilight, that's not entirely true," Celestia suddenly said, making them all turn to her.

"What do you mean, Princess?" the violet mare asked, looking up at her teacher in confusion.

"The Elements of Harmony are normally used to rid the world of any chaos that threatens the order of the world, that is true," Celestia explained, "And as you just said, it only works when all six Elements are together and sharing all their strength. However, separately, each Element of Harmony is capable of being a formidable fighting weapon alongside magic and physical battles."

"And, just what can they do, exactly?" Rarity asked.

"I think it would be best to just try it yourself, actually," Celestia answered. "I understand you're in a hurry to save your friend, but it would be best if I gave you a few pointers before you leave on your adventure."

===========================================================
Tutorial on Battle

Celestia walked away from Twilight and her friends, standing across them in a defensive stance. "Now, while rather basic, the Elements powers are impressive. Each one harnesses a well of magical harmonic energy and can manifest it into a strong discharge of power," Celestia answered.

"Wait, so their like laser blasters?" Rainbow asked. She grinned, "That is like, so totally awesome!"

"Well yes, I suppose you could call them a laser blast," Celestia went on. "However, you can also charge the energy as much as you feel you need to release a much stronger attack. And, if you let each one charge long enough, they'll grant you each temporary, special powers."

"Powers? Like what, exactly?" Applejack asked, raising an eyebrow.

"I wish I could say, but the powers are unique to every pony who wields them. They could be anything, but they're more than likely to be connected with your special talents," the Princess answered. "I wish you didn't need to, but I have a feeling that you're going to have no other choice then to harness these powers of the Elements of Harmony to help save Pinkie Pie and defeat Discord. But it wouldn't do you well to try and go off without knowing how to use the Elements, so I want you to try and strike me down."

Twilight was shocked by her mentors' words. And she wasn't the only one; her friends all had looks of surprise and shock on them. "B-but, Princess... we, we couldn't possibly do that to you!" she protested.

Celestia smiled a bit, "Don't worry about me, Twilight; I have enough power to defend myself from your attacks."

"Oh, of course," Twilight said, chuckling nervously. How had she forgotten she was the Princess, capable of moving the sun? She could easily conjure up a strong shield spell.

"Well, I if she'll be okay, then it wouldn't hurt to try these powers out, would it?" Rainbow asked Twilight. After a minute, she nodded in agreement.

"I guess not, if the princess is so willing and able to defend herself," Twilight said. "Okay Princess, what do we have to do?" she asked.

"It's quite easy; just focus intently on your Elements," Celestia instructed, "Feel their power coursing through your bodies, waiting to be tapped into."

They all nodded, closing their eyes to help focus. Twilight was the first to feel it after about a minute; something new, more than even her magic, moving all throughout her body in an even, constant flow.

"Now, channel a bit of that energy into the Elements themselves," Celestia went on. Not even a minute later, all the gems on the Elements began to glow, slowly getting brighter. "And, when you feel enough energy is stored up in them, relax your thoughts and let the energy release."

Almost at once, five blasts of energy shot at her in the form of a red lightning bolt, a butterfly, an apple, a diamond and a starburst. However, they failed to strike her, due to Celestia butting up a sun-yellow wall of magic in front of her, the blasts meeting it and dissipating harmlessly on its surface.

"Impressive," Celestia said, smiling more, "I can see you've all got a knack for this. Now, the power you pour into the Elements can be built up steadily over time, allowing for a much stronger attack the longer you wait to attack. I want you all to charge up your energy and hit me with a stronger attack then just now."

The girls nodded and focused again, though they held it for about a half minute this time, instead of only a few seconds. The result of the extra wait was quite obvious when they let the energy loose. The shots were much bigger than before and glowing brightly. Still though, her shield kept her protected.

"Well done, my little ponies," Celestia praised with a nod. "As you go on your adventure, you'll find your skills with the Elements improving as time passes and you gain experience with them. But don't rely entirely on them; their supply on energy does have its limits, and takes time to recharge. And remember, you can only use the special attacks if you let their energy charge up to max.

"I'm afraid that's all I can really instruct you on; the rest you'll learn about as your journey progresses; I have a feeling that things won't be settled with Discord as soon as before. But remember, I have faith that you'll save Pinkie and defeat Discord for good!"

End Tutorial.

"Thank you for teaching us about this Princess," Twilight said, her and her friends bowing in respect to their ruler.

They soon came back up, and it was Rainbow Dash who spoke first, "Well, with all that out of the way, Princess..." She looked up into Celestias eyes, trying and failing to keep a pleading look out of her own, "I know Twilight mentioned what happened to Gilda in the letter, and I was wondering if it was possible to... you know..."

Celestia sighed, shaking her head sadly, "I'm sorry Rainbow Dash, but there is nothing I can do to free your friend. The curse on her was placed by Discord, and not even I can counter his devious, destructive magic. The only way to free her, the only way to free any pony placed under his curse of stone, is to defeat Discord."

The sky blue Pegasus was quiet for a few seconds, her face unreadable. But she slowly raised it back up, a look of determination on her face, "Well then Discord had REALLY better watch out now! He's not gonna get away with any of this stuff he's done! Come on girls; let's go kick some god of chaos butt!" With that, she spread her wings and flew towards to door, only to find herself yanked back by her tail, which was wrapped in a purple, shining aura that matched the one now around Twilights horn.

"Again, calm down Rainbow Dash," Twilight said, watching as her friend reluctantly landed beside her. "Remember, we have no clue where Discord could be, and our top priority at the moment is finding and rescuing Pinkie Pie before he tries anything on her."

"Well, we'd better find a way to find her real soon, then," Applejack piped up, walking up beside them. "Ah mean he's had all day ta try all sorts 'a things on her..." The five of them all stopped at her words, trying not to imagine what could be happening to their friend right now.

"Wait, no, we can't think negative, girls! Discord wants to demoralize us," Twilight suddenly said. "Come on, we have to head back to Ponyville and try to find some clue on where she could have been taken."

Her friends nodded and were about to start walking towards the door when, suddenly all of them as well as the Princess, found themselves blinded by a sudden bright flash of light. Instinctively, the group huddled together beside Celestia, all now on high alert and ready in case something had appeared to do Discords bidding.

However, the sight waiting for them once the light died down wasn't anything they'd expected. They were surrounded, but not by anything they would have expected. Forming a sort of square around the six were a stack of rocks, a sack of flower, a ball of lint, and a bucket of turnips. "Sorry, but am I the only one who's seeing a bunch of rather filthy-looking inanimate objects around us?" Rarity asked while dropping the defensive stance she'd taken. For some reason, Fluttershy was still cowering behind her, however, though she'd clearly seen the objects as well. But that was most likely the shock she was still in.

Rainbow Dash, however, groaned, and put a hoof to her forehead, "Oh for the love of, not this again!"

Suddenly, the stack of rocks started hopping up and down, apparently on its own. And, even though there was no visible mouth, it seemed to speak in a low, gruff voice, "Yes again, ya chump!" Suddenly, the voice was joined by three others as thy started to laugh, all the objects hopping and moving in place as they did so.

Twilight looked to her friend. It seemed clear she knew something, but wasn't letting on to what. "Rainbow, care to tell us what's going on here?" she asked.

Rainbow Dash nodded, "Well, remember when we threw Pinkie the surprise party a while back on her birthday party?" Twilight nodded and she went on, "Well, when I came to get her, she was acting all weird and stuff. You saw she was angry, but the weirdest thing was that she was actually talking to all these things." She motioned to the normally inanimate objects with a hoof, "She was only throwing her voice to make them answer her and all that, and they sure weren't alive back then. Discord must have used his crazy chaos powers to bring them back."

"That's exactly right!" Sir Lints-a-Lot piped up, "And trust me, getting your face sat on is nothing compared to what Pinkamena has in store for you and your friends, Rainbow Dash!" His voice held a tone of joy to it.

"Wee, zat is correct!" Madam Le Flour added in her thickly accented voice, waving her 'arms' around as she spoke. "Now zat Miz Pinkamena iz back, she can be all ours again!"

"And if you chumps are smart, you'll stay away from our hideout in the old Princesses castle in the Everfree Forest!" Rocky told them. "Unless you wanna be baked into our next batch of cupcakes that is!" he laughed. The other objects joined in his laughter before vanishing in another flash of light, leaving only the slowly-dispersing echoes of their laughter behind.

For a minute, the group stood, or in Fluttershys case, cowered, in silence. Rainbow was quick to break it, however, standing up to her full height. "Well, looks like we know where we're going first!" she proclaimed, grabbing the Element of Laughter out of the air where Twilights Magic still held it. She lifted it up in the air dramatically, "Don't worry Pinkie Pie; we're coming to save ya!" The others were quick to agree.

"Well then, let's get to it!" Applejack said, smiling and standing beside her friend,

"Agreed; I could never let Pinkie Pie be kept in such a filthy place, and with such poor company," Rarity added.

"That's right; we won't leave Pinkie Pie with those things in the forest!" Twilight said.

"O-oh, well... I guess, if you're all going, I-I'll come to," Fluttershy added in her soft voice as usual, still shaking a bit from the recent events.

"Come on then, girls! Let's get back to Ponyville!" Twilight exclaimed, going at full gallop towards the exit, her friends in tow.

"The best of luck to you, Twilight Sparkle! To all of you!" Celestia cried after them as they rushed out.

*****************************************************************************************

As soon as the chariots landed, the girls hopped off and went at full gallop towards the forest, Rainbow leading the way in the air, wings flapping madly. Every moment at this point was a moment lost towards saving Pinkie. They didn't have time to go back to their homes and grab anything; even Twilight knew that, she painfully told herself.

"Come on girls, pick up the pace!" Rainbow yelled back as she broke through the first row of trees. Knowing better then to try and fly inside a place like the Everfree, Rainbow dropped to her hooves, moving fast but still slow enough the others could catch up with her.

"We're trying Rainbow Dash!" Twilight called to her as she and others gained on their friend. "But you can't go so fast; we aren't all as athletic as you!" she pointed out as Rainbow slowed down even more, letting her and the others finally meet up with her.

"Right, sorry. It's just that, well, Discord already got his hands on Gilda and... And I don't think I could take it if he got to Pinkie Pie too..." Rainbow gulped.

"We know how you're feeling, Rainbow Dash," Rarity said as she came up to her side. "Pinkie Pie is our friend just as much as she's yours. However, we mustn't get overworked because of that. It will do us no good if we find her and are too exhausted to help her," she explained, "Now if you would kindly slow down to let the rest of us keep the pace with you, we can get our bearings and continue down the proper path."

"Rarity's right; you were going in the wrong way entirely, Rainbow," Twilight said, pointing a hoof to her right, "That's the way we went last time we went to the Ancient Castle."

"Oh, right. Um, sorry," Rainbow said with an embarrassed blush, following the others as they went the proper direction. It wasn't too long until they suddenly found themselves in a small clearing amidst the trees, however.

"Funny, ah don't remember this bein' here the last time," Applejack said, looking around.

"Um, m-maybe we went down another wrong path? If, if I can say that, I mean..." Fluttershy stammered, looking around as well.

"Oh, don't worry, you're on the right path, all right!" a sudden voice boomed. It was loud, echoing out over the clearing from every direction, clearly magically magnified. It was also vaguely familiar, as well. The voice continued, "However, this is as far as you'll ever be able to go, Twilight Sparkle and friends!"

With that, there was a burst of smoke and flash of light and sparkles. When the cloud dispersed, a familiar unicorn stood in front of them, her coat an azure blue and her mane and tail long, shimmering silver. Atop her head was a pointed, purple hat spangled with silver and gold stars, matching the cape adorned on her back that covered the wand and sparkle cutie mark on her flank.

"Long time no see, Sparkle. The Great and Powerful Trixie has been waiting for this moment for a long time!" Trixie proclaimed, her voice no longer magnified but still loud due to her shouting, even from across the clearing.

"Waiting? For what?" Twilight asked as she raised an eyebrow, genuinely confused.

"For ruining my career, for ruining my whole life!" Trixie yelled at her, stepping a bit closer. "Ever since that whole incident with the Ursa Minor, no pony anywhere has wanted to see Trixie's act! She finds herself without an audience wherever she goes, and consequently without any bits to make a decent living. I've had nowhere to live for months now, and it's your entire fault, Twilight Sparkle. You showed Trixie up with your magical skills, and for that, you must pay!"

Twilight was silent for a moment, trying to take in the shock of everything she'd just heard. "R-really? You mean, you've been suffering all this time for that?" she asked incredulously. Yes, Trixie's act had consisted mainly of boasting and humiliating her friends, but not even that was enough to have some pony leading a life like this. "Trixie, I... I had no idea. I'm sorry..." she said, heading hanging low.

However, she suddenly felt herself pushed to the side. Looking, she saw Applejack, now standing beside her, a glare on her face.

"Don't ya dare apologize ta this snake, Twilight," Applejack said, her glare not wavering from its direction at Trixie. "Ya'll didn' so anythin' wrong, ya were just protectin' the town. Which is a lot more then ah can say fer this Las Pegasus reject! Besides, if she hadn't gone and been boastin' and inflatin' her ego so darn much, those two colts wouldn't have gone and brought that Ursa ta town in the first place," she explained, scowling at Trixie the whole time. "She's just a big jerk is all she is and she ain't worth a courtesy nod, much less an apology!"

Trixie's face was unreadable as she looked at applejack. However, her eyes failed to hide the anger that flashing behind them. "Really, is that what you think, little hayseed?" she asked, her voice growling a bit as she spoke. "Fine, you think all that was boasting, then how about some proof!?" Suddenly, she ducked her head down, her horn pointed right at Applejack. Before the farm pony could possibly react, she shot a pure, concentrated beam of magic at her, sending her flying backwards into the others four and knocking them all back, leaving only Twilight standing, a look of shock on her face. "And while we're at it, how about this!?" Trixie asked, stomping her hooves on the ground. Suddenly, a wave of light rose up from the ground in the short gap separating Twilight from her friends. The wave formed a perfect circle all around the edge of clearing, stopping when it was a good ways up in the sky before turning in on itself, stopping any entrance from the sky as it met with itself in the middle of the sky, making the whole barrier it had formed completely solidify.

"How's that for impressive? That barrier will keep those annoying little pests you refer to as friends out of the way while I destroy you, Sparkle! There's no way in or out unless you defeat me, which will never happen with my new found power!" Trixie announced proudly, an evil smirk on her face. "And after I've finished you off, your friends will meet a similar fate! And I, The Great and Powerful Trixie, will do all this in the name of my new, incredible master, Discord!"

Twilight's look of shock increased as her friends came forward, hitting and shoving at the invisible wall with all their might, but it was clearly no good. Even a blast from their necklaces didn't look able to bring it down. She held up a hoof, however, as they were about to try again, "Don't bother girls; I can tell she's right, you can't take this thing down. It's like Discords curse of stone; I have to beat Trixie to take it down..."

"Which Trixie won't allow!" the show mare butted in.

"But don't worry, it shouldn't take me to long," Twilight finished, eyes suddenly filled with determination as she turned back to Trixie and reared back, looking ready to charge. "You can insult me all you want, Trixie, but I won't stand here and let you mock my friends like that! I let you go last time because I thought you could learn your lesson, but it's clear I was wrong if you were so willing to partner with Discord! Trixie, I'm not letting you stop us from reaching Pinkie Pie, so either stand aside or try and fight me!"

Trixie just laughed at her words, however. "Bold words coming from you, Sparkle! Alright, let's see if you really do have the might to match that of The Great and Powerful Trixie!"

===========================================================
Boss Battle: The Great and Powerful Trixie
Boss Music: Dimentio Boss Battle Theme from Super Paper Mario

Twilight charged forward, running fast as her hooves could carry her, eyes narrowed as she rushed at Trixie. The show mare just scoffed, however, aiming her horn at Twilight and shooting a burst of pure magic at her. However, Twilight quickly managed to dodge the shot by simply moving to the side of it. The starburst on her tiara began to glow as she sent a shot from it right at Trixie. However, her horn sparked and the blast dissipated as it hit the force field she'd conjured up after letting her attack lose.

Trixie laughed at Twilights shocked look. "Surprised Sparkle?" she asked tauntingly. "Discords powers have given my own a boost! You could never have stopped Trixie before, anyway, but now she's stronger than ever, thanks to her new master! Now, not even your precious Element can harm The Great and Powerful Trixie!" she proclaimed once again.

"We'll see about that, Trixie," Twilight said, jumping back from her a bit. "If there's one thing I've learned in all my years of reading, it's that no defense is perfect," she said, "All I have to do is find your weakness and exploit it."

"Like Trixie would give you a chance!" the show mare growled, sending more magic at her, only now in three bursts instead of a single, straight beam. Twilight was quick to bring her own wall of defensive magic, of course, but she could feel the power behind the blasts as they struck her shield, the flashes of light that came with them making her shield her eyes. Trixie sure wasn't just boasting now; they were strong! Dodging was probably the better way to go, she thought to herself as she looked back over at Trixie.

And she noticed it; Trixie's wall of magic was down. That was it! She couldn't keep the shield up when she went to attack! She didn't get a chance to try for an attack, however, as Trixie suddenly shot a new attack at her. This time, her magic flared as it enveloped her front hooves. She raised them up and brought them smashing to the ground, a blue ring shooting from underneath them and spreading in all directions.

However, all it took was a well-timed jump from Twilight to avoid it. She noticed Trixie hadn't brought her shield back up. In fact, the power behind her last attack seemed to have a bit much for her, leaving her eyes a bit unfocused and looking dazed. This was her chance! Twilight galloped forward, her elements stone glowing as it aimed three shots at Trixie.

All three were dead center, striking her chest and legs and making the show mare stagger back in shock. "Those were for humiliating my friends the last time you were here!" Twilight yelled all feelings of remorse for Trixie now gone after the display of her magic, which was clearly aiming to bring her down for good. "And this one's for siding with Discord!" she added as she spun on her front hooves, giving Trixie a strong buck to neck and winding her.

Trixie wheezed, trying to get her breath back as she got to her full height again. "Fine, you want to play dirty, Sparkle? Then let's play!" With that, her horn sparked back to life and she vanished in a flash of pale purple light.

Twilight was momentarily shocked. She hadn't expected Trixie to be able to teleport, even wait aid from Discord. She was therefore to distracted to notice her reappear on her left and send three bursts of magic at her. Manage to dodge around two, but the third hit her in her front right leg.

It was painful, to say the very least. The raw magic seemed white hot, searing at the skin and flesh under her coat. It felt like she'd pressed her leg against a hot plate. She grit her teeth, a small grunt of pain leaving her lips as managed to keep herself standing fairly straight. The pain also served as another distraction as Trixie sent her hooves crashing down, sending out another blue ring of energy which promptly knocked Twilight off her feet this time.

Trixie shook off the daze from the attack as best she could, laughing as Twilight shakily got back up. "How does that feel, Sparkle? I bet it's painful, knowing that Trixie's about to make sure you stay down." She smirked as Twilight glared back at her. No way would she lose this, not when Discords very own power was backing her up! Finally, she'd get revenge on the mare that ruined her life and her annoying friends as well!

Trixie teleported in another flash of light, but Twilight was ready this time. Hearing the distinct flashing sound that came with reappearing, she turned towards the sound just in time to dodge and weave around several more of Trixie's attacks and jump over her energy ring, using the small time in the air she had to send a large blast from her Element of Magic and strike Trixie dead on with the attack, before following with a hard buck to her side.

Trixie teleported mid-stagger, so when she popped up again, she stumbled fully and fell to the ground. Twilight fired at her again, but she managed a shield in time and got back up, breathing heavily. She didn't want to admit it, but Twilight was better at this then she would have guessed. She'd learned from Discord that she was apparently nothing more than a bookworm with a talent for magic. But now she looked to be skilled in fighting, too! Just what the heck did she read, anyway!?

She was also starting to feel the strains of the battle. Those blasts from her Element had left Trixie in some surprising pain, feeling the force of a weak punch but leaving a bad, stinging sensation where they landed as well. She could only guess Discords power was stopping it from hurting more. And then there were her actual, physical attacks, the latter of which had surely given her a bruise in her side. This was getting irksome, and she was intending to end it now, before Twilight could take another chance at an opening in her pattern. Why had Discord instructed her to follow this dumb pattern, anyway, when it clearly left her dazed!? Oh well, hers was not to ask why, she reminded herself. Hers was to stop Twilight Sparkle and her friends from reaching their goal, and she intended to do such!

The show mare braced herself and aimed at Twilight, who was a short distance from her, launching another array of magic blasts at her, "You won't beat me, Sparkle!"

"Sorry Trixie, but I already have"! Twilight replied as she ducked and weaved around the blasts. "All I need to do is knock it into you, here and now!" she called out as she jumped another ring of energy and aiming to release a single, large blast from her Element.

However, they didn't come. Something else did, instead. Twilight hadn't noticed it, but the whole fight the stone of her tiara had been glowing steadily brighter, even when not attacking Trixie. It had been charging power from successful attacks, just as Celestia had said. And now it was unleashing her special attack, she guessed. And it seemed to take on the simple form of a large, powerful beam of magic that sped forward and struck Trixie dead on, making her fly back and smack into her own barrier. It remained for a few seconds, pushing her back against the invisible wall until it finally dissipated, Trixie dropping down to the ground in a slump, her hat and cape falling off her damaged body. It was over.

End of Boss Battle

Twilight: +60 Exp (Level Up!)

Items obtained: Magicians Hat, Magicians Cape, 50 Bits

===========================================================

Trixie growled as she stood back up, albeit slowly. Somehow, despite the fact she was battle worn, she kept her original composure from the start of the battle. "Bah!" she exclaimed as she tried dusting the dirt off her coat with her magic, "Trixie just needs more training! That's all!" She glared over at Twilight, "Because Trixie is clearly way more powerful than the likes of you! Thanks to Discord, who will lead me to become the most powerful unicorn in the world!" With that said, she suddenly disappeared in a puff of smoke.

Apparently true to her word, the barrier Trixie had created shined for a second before falling. Twilights friends rushed up to her.

"That was amazing, Twilight!" Rainbow Dash exclaimed, her desperateness forgotten temporarily in the heat of the moment. "You totally kicked Trixie's flank!"

"I wouldn't expect anything less from you, dear," Rarity said proudly, smiling at her friend. "It was always clear to me you were superior to her in every way, and now it can be written as fact."

"Thanks for the praise you guys, but that's not important right now," Twilight said, turning back towards the direction they were heading. "First and most importantly, Trixie was only a distraction to take time out of our search for Pinkie Pie. And secondly, she managed to get away, and something tells me haven't seen the last of her... But for right now, let's keep going."

The others nodded and they started forward, until Rarity's voice stopped them, "Wait, but what about these?" The others turned to see her floating Trixie's hat and cape in front of her.

"What about them?" Rainbow asked back.

"Well, we can't simply leave them lying around now, can we?" Rarity asked, suddenly floating over something else form where they had been watching the battle. It looked to be a pair of saddlebags, small and woven from the surrounding plants.

"Where in Equestria did ya get those?" Applejack asked as Rarity set them on her back.

"Well, while you were all busy watching Twilights scuffle ("Just call it a fight, would ya?" Rainbow breathed quietly) I took the liberty of thinking ahead. No doubt Discord has something planned for us if we go further in, perhaps more enemies to fight off. And I hardly think he would send the mall in carrying nothing to help their odds. They might have things we could use on them, and as it's rather taxing and foolish to waste my and Twilights magic floating everything along, I made these to carry anything we might find," Rarity explained to them all, leaving them in shock. "What?" she asked, looking at their expressions, "Need I remind you I was in charge of making nests for Winter Wrap-Up? I know how to use what's available to me. However, the only problem is that they are a bit small, so we can only carry a few things at a time."

"Actually, that's impressive Rarity," Twilight said happily as Rarity tucked the clothing inside one of the bags. "Good thinking ahead," she praised.

"But just why would we ever need that one trick pony's costume for, exactly?" Rainbow Dash asked.

"Actually, I could tell from our fight that there's some kind of magic over them," Twilight explained to her friends, "A sort of enchantment that could make them useful if we ever need it. But I don't have time to explain; we've lost enough time getting to Pinkie Pie as it is."

Rainbow nodded, suddenly remembering the present situation, her mind having wandered after the fight. "That's right; we gotta get to the ancient Castle now! Come on every pony, move your hooves!" Her friends nodded and they galloped through the clearing, heading deeper into the Everfree Forest, not knowing what waited for them at their destination...

End of Chapter 2

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Chapter End Condition;

Twilight Sparkle; Lv. 2, 60 Exp.
Rainbow Dash; Lv. 1, 35 Exp.
Applejack; Lv. 1, 0 Exp.
Rarity; Lv. 1, 0 Exp.
Fluttershy; Lv. 1, 0 Exp.
Pinkie Pie; Lv. 1, 0 Exp. {Absent}

Inventory;

Magicians Hat; Equips only to a unicorn. Increases attack power.

Magicians Cape; Equips to any pony. Increases magical defense.

Woven Saddlebags; Capable of carrying ten items.

Inside the Everfree

"Don't shoot, don't shoot, don't shoot!" Twilight yelled as she ran towards Rainbow Dash, swerving around to her side and revealing the far-to-large-to-be-normal bat that was pursuing her, eyes glowing orange and covered in purple hair. Twilight swerved around next to her friend, "Okay, now shoot!" Both mares took aim and soon the bat was struck in the head by both a star burst and lightning bolt. It flipped around once in midair and flopped to the ground before it shrunk down to proper size. Looking normal once again, the bat flew away.

"How many'o those bats does that one make now?" Applejack said as she trotted over to the two, Rarity and Fluttershy in tow.

"Not sure, I lost count after about twelve of them or something," Rainbow said, using her wings to make a small breeze and cool herself and Twilight down after that last fight.

It had been a fare while since the Twilight and the others had ventured deeper into the Everfree Forest. However, it was far different from the last time they had been inside it. Discord, using his typical chaos magic, hadn't set up magical barriers to keep them away from the castle so much as physical ones. And those physical barriers had so far consisted of...

Giant, apparently pony-eating, foal-sized spiders...

***

"Get me outta this thing!" Applejack yelled as she struggled to untangle herself from the web she was in while the other four were blasting at the large beast as it hopped from tree to tree around them. Without any warning, it hissed and clicked its pinchers, lunging for Rarity with its mouth wide open. Thinking fast, she fired a blast from her Element into the beasts' mouth, where it promptly caused the abdomen to explode and to make it fall to the ground just inches from her, somehow managing not to land a single piece of its ruined body on her.

***

Large, spitting rats that lobbed hunks of cheese hard as rock at them as well as spitting and biting...

***

"Ugh, this things breathe reeks, big time!" Rainbow Dash said as she tried to keep a rat that had pinned her down from snapping its now razor-sharp front tooth down on her. It wasn't easy, and its rotten, moldy-cheese-like breath didn't matters. "Little help, girls!?" she yelled out.

"I'm comin'!" Applejack yelled as she promptly bucked the large rodent off her friend and helped her stand up. They then quickly took aim for the rat as it scampered towards them again.

***

And almost twenty or so giant bats with what seemed to be sonic screech attacks.

***

Fluttershy squealed, pressing her hooves to her ears as the large bat screamed down at her, the sound feeling like dozens of claws on a chalkboard. It's now razor-sharp feet started down for the kill, only to be stopped as Twilight brought up a shield around her friend as she rushed forward, hopping on top of the dome-shaped barrier and taking the creature down with a well-aimed blast to the head.

***

And, to make matters worse, he'd seemed to have been able to make some of the creatures immune to a few of the Elements of Harmony! Fluttershys Element of Kindness had been useless against the rats, Rainbows Element of Loyalty couldn't hurt the birds, and Twilight magic was useless against the spiders, even!

Still, not everything had been going badly. As it turned out, there were uses included to fighting the animals instead of running away from them. Those uses were items and even bits they had been dropping when the girls defeated them, some sort of byproduct of their victory. So far they'd collected health potions, hundreds of bits, and several items that seemed to all have magical enchantments on them, judging from the magical signature Twilight was getting off them. None the less, the potions had at least proven to be a big help if one of them got to badly hurt and some of the items they'd found seemed to be increasing their speed, strength and other things.

By now they were a decent ways into the forest, but the castle still wasn't in sight. "Well, do you have any idea where we are, Twilight? I would have thought we'd be at the castle by now, honestly," Rarity said, walking over to the fellow unicorn.

"I wish I could say for sure, Rarity, I really do," Twilight said, shaking her head. "But between the sky and most of the light being cut off by the trees, the twisting around paths, and all these monsters Discord made to try and stop us, I think we might have been turned around somewhere."

"What, so you mean to say we're lost?" Rainbow gaped. She groaned, "That's just perfect! I thought you were supposed to be smart, Twi."

"Um, girls..." Fluttershy whispered, trying to get her friends attention. However, she went unheard as Twilight turned to Rainbow.

"Sorry Rainbow Dash, but accurate maps of the Everfree Forest don't exist! And even if they did, I don't carry one around on me all the time," Twilight replied, glaring at her friend. "You're the Pegasus, why don't you fly up there and try to find the way, huh?"

"Um, Twilight, if I could just say something..."

"Oh that's easy to say if you're a unicorn! That horn of yours never gets tired from being used all the time! I've been using my wings since we started walking through this darned place!"

"Girls, please, if I can just talk for one second..."

"You're right Rainbow Dash, clearly I'm smarter then you; after all, you don't seem to realize doing too much magic can tired me out. Probably faster than usi-"

"GIRLS!"

The two stopped arguing long enough to look over to Fluttershy, along with Rarity and AJ.

The Pegasus had a hoof over her mouth, apparently having not meant to shout too forcefully. "Oh, I'm sorry; it's just, well... I think I know how we can find our way towards the castle, if you could just stop fighting..." she said, not turning away from them nervously.

"Uh, right, sorry..." Twilight said, looking down ashamed.

"Yeah," Rainbow agreed, matching her friends look, "Guess were just kinda high-strung with all this fighting we've been doing." She stopped suddenly and looked up at Fluttershy, finally processing her previous words fully. "Wait, what do you mean you might know the way to the castle?" she asked, walking up to the butter yellow Pegasus.

"Oh, well it's just, you see, while we've been fighting, I've been trying to help as many of the animals- well, the ones Discord didn't already hurt, I mean- get somewhere safe. And well, maybe one of them could help tell us which way to go?" Fluttershy suggested. She immediately hid her face behind her mane, "I-I mean, if you think it's a good enough idea that is..."

"Good idea? Fluttershy, that's brilliant!" Twilight exclaimed, walking up to her as well. "The animals around here would know the forest better then anypony! If you can talk to them, I'm sure we'll find our way to the castle."

Fluttershy couldn't help but smile back, albeit timidly, at her friend. However, only a few seconds later, that smile was replaced with a look of surprise as several shadows leapt from the bushes. Instinctively, the five gathered around in a close group, ready for the worse. However, unlike everything else they'd faced, these animals were pretty fast to be identified by both Twilight and Applejack. Their wood-like bodies and glowing yellow eyes made it easy.

"Timberwolves..." Twilight breathed, looking at the four animals circling around them. "We must be in their territory, it's the only reason they'd come after ponies..." she said quietly to her friends.

"And just what exactly do ya' propose we do, Twi?" Applejack said, "Not many ponies could outrun Timberwolves for long. And ah wouldn't be keen on fightin' these fellows. Granny Smith's told more than a few stories on what they can do... Wait, Fluttershy, what in tarnation are ya doin' girl!?"

Sure enough, the usually timid Pegasus had taken a few steps forward. To no pony's surprise, the wolves were quick to move in on her, but she didn't flinch. In fact, she glared straight at them, eyes open wide. "Don't you dare growl at us like that, we've done nothing wrong!" she proclaimed, making the wolves take a step back as her stare quickly wore them down.

She advanced, "Maybe we came here on your territory, but we didn't know it was yours. That doesn't give you any right to growl or bare your teeth at us, does it?" To her friends' rapidly decreasing surprise, the wolves all shook their heads. "Good, I'm glad you understand," Fluttershy told them, her voice now going back to a more calm tone as petted one on the neck gently.

"Wow. Somehow, Fluttershy never ceases to amaze me," Twilight said, watching as she petted all four wolves like they were nothing more than oversized puppy dogs. "But then she did stare down a Cockatrice with that Stare of hers..."

"Yes... yes... well, thank you very much," Fluttershy said, smiling and patting one of the wolves on the head. "Alright now, you run along. You watch out for yourselves now," she said as she ushered them on their ways. They stood up and started away through the trees and Fluttershy went back to the others. "They said they actually saw the castle not too far from here. All we have to do is follow that path and we should be there soon," she explained, pointing to a narrow, barely worn path to their right.

"That was simply amazing, Fluttershy!" Rarity said, nuzzling her friend. "But then, what should we expect from the pony who tamed Cerberus himself?" she asked with a smile.

"We can give our congrats later, Rarity, after we save Pinkie Pie," Twilight said, leading the way as they headed towards the path. "Now come on, there's no time to lose."

The others followed behind her in a line, Twilight and Rarity's horns creating enough light to let them see through the surprisingly dark cropping of trees and plants. Thankfully, they weren't attacked and soon found themselves in a decently-lit clearing facing a very familiar, crumbling stone castle.

"Finally!" Rainbow sighed as she took the chance to spread her wings out in the open. "My wings were feeling cramped from all that low flying," she said as she took to the sky, a decent ways above the others. She watched from above as her friends began the trek across the old wooden bridge she'd retied ages ago. "Come on girls, just gotta get across the bridge and-"

She didn't get to finish her sentence. At that moment, one more of Discords birds decided to swoop down on her, Dash swerving out of the way just in time to stop it from removing her wings. She managed to get a look at it as it passed her by. It was the largest one so far, its feathers a cold, steel gray with talons at least three inches long and a beak sharp as a knife. Missing her, it instead took aim for her friends, who were in the middle of the bridge with no way to dodge it.

"Oh no you don't, buster!" Rainbow said, taking aim and firing several small lightning bolt blasts at it. Only for them all to bounce harmlessly off it. "What!?" she gasped, watching in shock as its talons headed right for Applejack.

However, Twilight was ready, zapping up a shield around the four of them on the bridge just in time, the birds talons hitting the surface harmlessly before it flapped back up into the sky, heading back at Rainbow.

The cyan Pegasus was fast to avoid the giant birds movements, but when she tried using her Element again, the shots again bounced off it. "Darn it, what's up with this thing!? My Element can't punch at it!" she called down to her friends as she dodged a bite from its beak.

Twilight called back up, "Rainbow Dash, Discord must have made it immune to your Element of Loyalty! You'll have to fight with your hooves!"

"Easy for you to say, Twilight!" Rainbow yelled as she rolled out of the way of a sharp group of talons. "This thing isn't leaving any openings! Think you girls could try and help me out!?"

"Oh no, oh no..." Twilight mumbled, looking up at the large bird as it made attempt after attempt to bring Rainbow Dash down. Her normal magic hadn't worked on the previous monsters, so no way it would work on this one either. Only one chance, she realized. She turned to her friends, "Alright girls, we have to shoot that thing down while Rainbow has it distracted." Her gaze moved to Fluttershy, "Fluttershy, I know you've been trying to stay out of hurting the animals as much as you can, but we need your help on this."

"Oh, well, okay, if I really have to..." Fluttershy said, looking like she was about to commit a heinous crime. And she defiantly was sure she was going to. But still, one of her best friends had to come first to one mind controlled bird.

"Alright then, charge up your shots as much as you can," Twilight said, the four of them taking aim. "Rainbow Dash, try and keep it in one spot; we're gonna hit it at the same time!" she yelled up to her friend.

"Right!" Rainbow yelled back while she ducked another bite from the creature. Knowing she'd have to take a hit, Rainbow stayed in place as the beast struck again, it's talons ripping into her shoulder. She grunted in pain, trying to keep herself from veering in another direction. Suddenly, she saw it; four blasts of magic heading at the things back. She smirked, suddenly closing her wings at her sides, "See ya, feather brain!" As she entered a controlled free fall, the large blasts all hit the bird square in the back, making it stop in place with its wings outstretched. For a split second it stayed there, seemingly floating in the air, before it began to fall in the deep abyss below along with Rainbow. However, while Rainbow quickly pulled herself out of her fall to avoid the creature, it kept falling as its body began to shrink in a haze of smoke. After a minute, dozens of bits suddenly flew back up and onto the bridge, along with two more potions and what looked like a silver bracelet. Rainbow landed on the bridge beside the others, hissing gently in pain from her wound while Rarity gathered up the items.

Twilight grabbed one of the potions in her own magic and handed it to Rainbow Dash, uncorking the top for her, "Here, this should help."

"Thanks, Twilight," Rainbow said as she took the potion and downed it in two gulps. Almost instantly, her injuries felt warm as the potion worked its magic, sealing them up fully and leaving her feeling good as new, even with the bad aftertaste of mint. "Now come on, Pinkie's right through those doors!" Rainbow said, charging forward and rocking the bridge a bit too much for her friends liking. Still, they followed her and managed to get fully across to the large double doors leading inside.

"Looks like we finally made it, then..." Applejack said, looking up at the doors.

"We go in here, there isn't any turning back until we save Pinkie Pie. Agreed?" Twilight asked.

"Agreed," the others all said at the same time. Twilight's horn sparked to life, her magic grabbing the door handles and pushing the doors open as the four walked in.

It was the same as they remembered. The large entrance hall, walls falling and covered in growing moss, which had consumed even more of what was still standing since their last adventure here. And there she was, sitting on her haunches in front of the statue that had previously held the Elements of Harmony. Pinkie Pie.

However, they all knew right away something was wrong. For one, she wasn't smiling. Instead, there was a dark, disturbing smile over her face as she looked them over. For another, her hair wasn't its usual bright, cheery, curly pink, but it lay flat, like it had deflated out of nowhere and become perfectly straight. Not only that, but her overall color seemed... darker. Not gray, like Discords magic had done last time, but just like they had been dulled for some reason. And, at either side were her four 'friends', all staying perfectly still at the moment.

Before the others could say anything, Pinkamina stood up, pointing a hoof at them, mostly towards one pony in particular. "Hello every pony. And of course, hello Rainbow Dash. Here to visit the one you looked away all those years ago! Yes, Dashie. I'm talking about your Sonic Rainboom that taught me how to smile. It took me, calm collected Pinkamena, and turned me into the grinning insane Pinkie! I was trapped deep within her mind for so long. Even when I managed to show myself on my birthday, I didn't have enough strength to fully take control of my mind and body, resulting in my insanity. However, thanks to Discord, I have finally regained control, and have four loyal servants to boot! Now, I shall have my revenge for what you did to me!"

"Are you even listening to yourself, Pinkie Pie!? Snap out of this; it's just another one of Discords stupid spells or something!" Rainbow yelled at her as she got a few steps closer to her, but Pinkamina just stood there, that same smile over her face. Rainbow turned back to the others, "Quick, give me Pinkies necklace! I bet that'll snap her out of this!" Rarity quickly removed it from the saddle bags and floated over to the Rainbow, who caught it and started towards her friend, but Pinkamina laughed and held up a hoof to stop her.

"Sorry Dash, but that won't work! Pinkie Pie's gone forever, and soon, you all will be, too!" With that, she reached behind her 'friends' and pulled out a long, blunt piñata stick, made out of some hard, sturdy-looking wood. "But you know what, I think I'm gonna take some pleasure in destroying you first, Rainbow!" With that, she banged the stick once on the ground and, just like Trixie had managed do before, an invisible wall came up, surrounding the two in a perfect rectangle, finishing off in a rather low ceiling. Rainbow wouldn't be able fly very high up, if at all now! However, she felt something tap the back of her hooves; the saddlebags! Rarity had tossed them to her at the last moment, knowing she might need some of the items they collected.

"Gee, no friends to help you fight me this time, huh Dash?" Pinkamina smirked. "To bad I have my own friends here to help me bring you down! Now, get ready to feel the wrath of that who you sealed away!" she yelled, her four 'friends' cheering as she rushed at Rainbow, Piñata stick in mouth now.

"Fine, guess I don't have a choice," Rainbow said as put the second necklace back in the bags as she put them on. Pinkie Pie wasn't there, that was for sure. Her friend was gone. Which meant Rainbow could take out a decent bit of frustration out on her, beat Pinkie back into her, and not feel the least bit guilty! "I'll kick your flank and get my friend back, and prove that she isn't gone for good!"

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Boss Battle: Pinkamina Diane Pie
Boss Theme: Mimi's Boss Theme from Super Paper Mario

Pinkamina was swinging her piñata stick like crazy as she headed towards Rainbow, but the Pegasus was quick to take flight, dodging the wild swinging as best she could. The low, invisible barrier was keeping her from going more than a hoof or so in the air. And it was only getting from worse.

Before her eyes, Pinkaminas four 'servants' suddenly became wrapped in pink flames before they suddenly began to move, floating around in midair! She didn't know how, but she sure knew she didn't want to be hit by one of them when they looked like that. But that was easy enough; the problem was Pinkamina.

She was still swinging her stick around madly as she perused Rainbow Dash, and didn't seem to be getting tired. She wasn't leaving a spot open for her to attack, either. Finally though, she finally stopped swinging, though it didn't look to be from exhaustion. Instead, a second later, she took the bat back in her hoof and start spinning in place, smirking as she went faster and faster. Soon, she was nothing but a pink, spinning blur, which promptly sped at Rainbow Dash.

Rainbow managed to swerve out of the way, but the pink tornado changed direction on a bit, speeding at her again and going all over the small area. Rainbow was so into watching and avoiding her, though, that she failed to realize she was about to hit Sir Lints-A-Lot.

The minute the normally inanimate object touched her, she pulled away in pain. It had, of course, felt like being stuck in the side by a ball of fire and her coat had been slightly burned. Still, she ignored the pain as she watched Pinkamina finally come to a halt, her eyes spinning as she wobbled in place, dizzy from the constant spinning she'd been doing.

Now was her chance! Rainbow rushed forward, delivering a powerful, solid punch to the pink pony's cheek that made her reel back on the floor, dropping her stick. "That's for sitting on my head, you weird freak!" she yelled before bringing her hooves down on her stomach, winding Pinkamina. Coming back to her senses, Pinkamina promptly used her hind hooves to buck Rainbow Dash away as she got to her hooves.

"I'll admit, you have a pretty good right hook, but it won't do any good," she said, rubbing her throbbing cheek as she tried to regain her breath. She picked the stick back up in her mouth and rushed for Rainbow Dash again. However, when she was close to the Pegasus, there was a flash of pale pink light, and in her place was Rocky, floating right for Rainbow! She managed to swerve out of the way, but just barely, burning some of her tail as it scraped against him. "Still, I have a few Tricks of my own!" Pinkamina yelled as she came up behind Rainbow, aiming the stick at her head.

She missed, hitting Rainbow hard on her back and leaving a rather large bruise as Rainbow screamed from the sudden pain, falling back to the ground. Pinkamina had swung hard, and it felt like she'd really damaged something under her skin. Her wings curled up at her sides; it felt painful to move them now, and that wasn't a good sign. She pulled out a potion from the bags and drank it quick, feeling its restoring effects right away, but knowing it would need a minute or so to fix her up fully.

"Come on Dash, you can do better than this, right!? You're the best young flyer in Equestria after all!" Pinkamina taunted as she rushed at Dash again. The Pegasus glared and went full gallop at her, but faltered as she teleported again, leaving her plummet right into Mr. Turnip and get a rather nasty burn long the left side of her face and shoulder. She sucked in a deep breath, trying to ignore the burning sensation and choke back tears as she stood in place, watching Pinkamina begin to spin around again. She had to stop this crazy mare and get her friend back! But she had to be clever; Pinkamina seemed to know a bit about her and her flying.

She rolled out of the way as the spinning Pinkamina came at her, leaving her instead to strike Madam Le Flour. But, to Rainbow surprise, the mare yelped in surprise and pain as she stopped spinning, nursing a long, charred streak of fur along her side. She could actually be hurt by her own comrades if she wasn't careful! Rainbow smirked, an idea in mind now at how to keep Pinkamina from going nuts on her. Speeding over to her, her wings fully healed from the potion, she tackled her to the ground, pinning the pink mare in place as the four objects, apparently only wanting to get her off their precious master, floated over to her.

However, at the last moment, Rainbow hopped off Pinkamina and spread her wings, her necklace glowing brightly as a rainbow-colored shock wave sped out all around her, covering the whole of their battle area. This, it turned out, had been her special power; a miniature rainboom, which could stun any foes that touched it. She smirked as the four objects stopped just a small way away from her and Pinkamina, who was struggling to move, but couldn't twitch a hoof now.

"And now, this one's for Pinkie Pie!" Rainbow announced as she Took Pinkamina by her hind hooves, spinning her around in a single circle, making her strike all four of her lackeys before letting go, making her fly into the closest wall and slump down, covered in burnt fur and bruises. Rainbow pulled out the Element of Laughter necklace, "Alright you twisted weirdo, time to give me my friend back!" With that, she placed the necklace around Pinkaminas neck.

End Boss Battle.

The effect was instant. Once the necklace was around her neck, Pinkamina, as well as her lackeys, screamed as the blue gem inside began to shine. Suddenly, in a slow flash of light, and with one last scream, everything stopped. Looking around, Rainbow saw the four objects were now nothing but piles of ash. The barrier was also down now, as Pinkie Pie was lying on her back fully now, snoring like she was fast asleep. Suddenly, her eyes popped open and she sat up, blinking a few times to clear her vision.

"D-Dashie, is that you?" she asked. When she got a smile and nod from the Pegasus, at once her coat regained its original shade of pink, her mane and tail returning to their usual appearance as a party horn sounded somewhere in the background. She gave a big grin and wrapped her friend in a hug, "Dashie, I just knew you and the others would come to save me from that boring, grumpy old Pinkamina!"

"Pinkie Pie, thank goodness!" Pinkie and Dash turned as the rest of the girls came over, cheering for their friends return and Rainbows victory as they gathered around each other.

But, before another word could be said, there was a low rumbling outside the walls. As the girls all turned towards the source of the noise, a hold was smashed into one of the walls, most of it going down as well. They all gasped and jumped back in surprise, watching as the dust cleared to reveal... a giant boulder? Most of them gave the rock a bizarre look. No pony seemed to be behind it, after all. However, Rarity's eyes went wide as she immediately recognized it.

"Tom!" she squealed, ducking down and cowering behind a nearby Fluttershy.

Suddenly, a laugh came from the boulder, deep and gravely. His tone of voice also matched as he spoke, "Hello, my lovely Rarity. Been some time, hasn't it? Well don't think I haven't forgotten what happened between us; you're going to pay for dumping me!" The boulder turned slowly on the spot before it spoke again, "And Discord also ordered me to take you along too, Miss Dash!"

Rainbow shorted, giving the talking boulder an incredulous look. "Oh yeah? I'd like to see ya try and take either of us! After all, you're nothing but a big rock! You don't even have legs!"

Tom laughed again, "Maybe not, but I do have something better; a little surprise for you all! One that's bound to make you regret leaving me, Rarity!"

"Ooooh, I love surprises! Show it, please please please!" Pinkie Pie said, hopping up and down on the spot.

"Pinkie Pie..." Rainbow groaned facehoofing. "He's a bad guy, obviously! Any surprise of his can't be good!"

"You're correct about that, Miss Dash!" Tom said before suddenly cracking clean down the middle! He split open, but instead of being fully stone, the inside of the boulder glistened with black and purple gem stones, most of them smoothed out to fully hollow out the center. Tom wasn't just a boulder; he was a geode! "Now, time for you and lady Rarity to come with me!"

Suddenly, two of the gems began to grow at a rapid rate, sprouting long, clawed fingers at the end of quick growing arms! The arms rushed forward, knocking all the others out of the way and grabbing Rainbow Dash and Rarity in a shocking strong grip before pulling them back.

"Unhand me at once, you brute! You can't do this!" Rarity protested as she struggled and squirmed as much as she could, her Element of Generosity falling off her neck and clattering to the floor.

Rainbow was struggling just as much, her own necklace flying off as well, "You stupid rock! Let go of me now, or I swear I'll turn you into gravel!" but it was no good as the two were pulled into the hollow middle of Tom, who promptly closed back up, looking good as new. Without another word, the boulder quickly rolled away, following the trail it had previously wrecked through the forest on its way here.

The four remaining ponies stood there in shock for a minute or so. Applejack was the first to break the silence. "Did two 'o our friends... just get ponynapped... by ah giant rock that could talk?" she asked slowly.

"I... I think so..." Fluttershy squeaked, hiding behind her mane again.

"I don't believe this..." Twilight said as she sat on her haunches. "We just got Pinkie Pie back, and now Discord has Rainbow Dash and Rarity..." she sighed. "Well, there's no way things could get any worse..."

Meanwhile, Pinkie Pies eyes began to water, her lip quivering. Suddenly, she burst into tears, crying and wailing loudly at the loss of her friends, so soon after their reunion. However, after only three seconds, the tears and wailing suddenly stopped the sad look on Pinkies face replaced by one of sheer, serious determination. She trotted over to Rainbow Dashes Element of Loyalty, grabbing it and holding it up to the sun coming through a nearby window. "Well, we can't just sit around here being all mopey wopey! I don't know about you ponies, but I'm gonna go and I'm gonna save Rainbow Dash! I can Pinkie Promise you that!" Seeing the necklace down, she quickly performed her trademark swear before picking it back up. "So, is any pony coming with me!?"

To her, and the others surprise, Fluttershy slowly stepped forward, picking up the Element of Generosity slowly. As she looked at it, memories of the time she'd spent with Rarity came flooding into her head, nerves gathering up with each one as she got her own determined look on her face. "Pinkies right, we shouldn't stay here worrying, we have to save them. And Celestia as my witness, I'll save Rarity, no matter what it takes!"

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Chapter End Condition;

Twilight Sparkle; Lv. 3, 180 Exp.
Rainbow Dash; Lv. 3, 135 Exp. {Absent}
Applejack; Lv. 2, 95 Exp.
Rarity; Lv. 2, 70 Exp. {Absent}
Fluttershy; Lv. 2, 75 Exp.
Pinkie Pie; Lv. 1, 0 Exp.

Inventory;

Metal Band x2: Increases defense.

Potion x3: Restores your health fully.

Leather Arm Band: Slightly increases defense.

Stinger: Stuns one enemy in battle.

Woven Saddlebags; Capable of carrying ten items.