Time Heals All Wounds

by Brony4Ever1992

Rating: teen
Tags: Sunset Shimmer, Profanity, Adventure, Violence, Twilight Sparkle, Drama, My Little Pony: Friendship is Magic, Starlight Glimmer, Romance
Length: 66769

Finale in the "Fall and Resurrection of Twilight Sparkle" trilogy.

Twilight has been forgiven for her past transgression, but she hasn't fully forgiven herself. To make matter worse, she and her friends have to deal with a unicorn Tartarus bent on making every pony equal.

Published 2019-04-17 20:50:01 UTC
Last updated 2020-06-22 20:15:04 UTC

Chapter 2

Everypony gathered around the unicorn lying in a hospital bed. Her sudden outburst upon waking up startled everypony present. As Nurse Redheart left to fetch the doctor, the remaining ponies (and baby dragon) began talking.

"My name is Sugar Belle." began the titular unicorn.

"What brings you here?" asked Sunset.

"I went to Canterlot, but the guards wouldn't me in the palace. I heard about you from ponies there and came here. But, I collapsed from exhaustion." explained Sugar Belle.

"What where ya running from?" asked Applejack.

"Equality Village." answered Sugar Belle.

Sugar Belle laughed sadly.

"Of course, it might as well be called Starlightgrad." added Sugar Belle.

"Huh?" asked Spike confused.

"Starlight Glimmer. She's the Leader of Equality Village and our leader." said Sugar Belle.

Sugar Belle winced.

"When we first joined her commune, it was a place of equality. Where the cutie marks that separate us are gone." continued Sugar Belle.

"Cutie marks that separate us." said Twilight confused.

"That's what Starlight says. She says cutie marks drive ponies apart and the one way for equality is to rid ourselves of them. That's why she founded the Equalist Movement." explained Starlight.

"I don't like that sound of that." stated Pinkie concerned.

"It was already strict before, but then Sombra invaded Canterlot." began Sugar Belle.

Now, it was Twilight who winced.

"His forces passed by our village, but it really made Starlight worried and she got even more authoritarian. She had us erect barb wired fences and put up guard towers. White banners with a black equal mark where hung over every building except for Starlight's home. She has a portrait of herself. Starlight also had a statue of herself built." said Sugar Belle.

"Oh my." gasped Fluttershy.

"She rewards loyalty with gifts. She made a stallion named Double Diamond her Lieutenant and second hoof. If you go against her, she locks up and lets your rot." revealed Sugar Belle solemnly.

"That isn't fun." stated Pinkie upset.

"Myself, a unicorn named Party Favor and a pegasus tried Night Glider tried to escape. Starlight caught Night Glider and Double Diamond captured Party Favor. I was the only one who escaped and I came for your help." concluded Sugar Belle.

Sugar Belle began shaking.

"Starlight needs to be stopped!" exclaimed Sugar Belle.

"Where did she take your cutie marks?" asked Applejack uneasy.

"We don't where they are, but she used the Staff of Sameness to take them away." answered Sugar Belle, "It was one of Mage Meadowbrook's enchanted items."

"How horrifying." said Rarity with disgust.

"I know Mage Meadowbrook's enchanted items and that isn't one of them." replied Sunset

"Right. Whatever this item is, it doesn't belong to Mage Meadowbrook." agreed Twilight.

"Well's let go there and kick her butt!" exclaimed Rainbow.

"You haven't to be careful. Starlight is incredible strong." warned Sugar Belle.

"Sugar Belle, you're going to have to lead us there." noted Sunset.

"I can't go back!" cried Sugar Belle horrified.

"We don't know where it is and we might get lost." said Twilight.

"I can make you a map." offered Sugar Belle.

"It'd be easier and quicker if you led us." replied Twilight.

"Okay." relented a reluctant Sugar Belle.

Doctor Horse arrived and checked on Sugar Belle. He revealed she collapsed from exhaustion would be okay to leave the next day. The ponies and Spike headed home and prepared. The next day arrived and Sugar Belle led them on their journey. Spike remained behind just in case. After a long trek, they reached the village. There was a barb wired fence around the village and guard towers everywhere just as Sugar Belle described it. Sugar Belle remained outside the village while our heroes entered. Everpony had a smile on their face.

"I know smiles and these smiles are bad news" said Pinkie disturbed.

A white stallion walked over to the girls.

"Hello. Welcome to our village." said the stallion.

"It's nice to meet you." replied Twilight.

"My name is Double Diamond..." began the stallion.

The girls recalled this being the Lieutenant of the village leader.

"What brings you here?" asked Double Diamond.

"Just passing by and we saw your village so we decided to visit." answered Sunset smoothly

"Wonderful! I must introduce you to Comrade Glimmer!" declared Double Diamond.

"Perfect." replied Sunset smirking.

Double Diamond began walking with the girls behind him.

"That was good." whispered Rainbow Dash.

"I got good at manipulation while on the other side of the mirror." shrugged Sunset.

"Excuse me, but I can't help but notice the banners." said Twilight.

"It's to remind us of our cause so we don't feel tempted to go astray." replied Double Diamond.

"That makes sense." said Fluttershy.

"And the statue and portrait." said Applejack

"That is our glorious leader Starlight Glimmer." said Double Diamond.

"It seems kind of...odd." said Rarity.

"Princess Celestia has statues of herself. We did the same to honor Comrade Glimmer and try to follow her glorious example." said Double Diamond.

"That makes sense." said Fluttershy warmly.

The two arrived and Double Diamond knocked.

"Comrade Glimmer, we have new visitors." said Double Diamond.

Double Diamond led the girls inside where a purple unicorn waited.

"Be ready to fight." whispered Rainbow.

"Welcome! I'm so please to have you!" exclaimed Starlight.

Rainbow Dash groaned.

"Nice to meet you." said Twilight.

"This is Applejack, Rarity, Fluttershy, Pinkie Pie, Rainbow Dash, Sunset Shimmer and Twilight Sparkle." said Double Diamond.

Starlight examined Twilight carefully.

"Forgive my bluntness, but I'm assuming it's Princess Twilight Sparkle." said Starlight.

"You'd be correct." said Sunset weary.

"We don't get many alicorns around her." noted Starlight.

"Yes, but "Twilight" is fine." said Twilight humbly.

"So! How did you hear of our little village?" asked Starlight, both excited and cautious.

"We where with Twilight her in castle when the mailmare..." began Pinkie.

Sunset Shimmer quickly silenced Pinkie before she could spill the beans.

"Sorry." said Pinkie, releasing what she almost did.

"We happen to be in the area and found your village." answered Twilight.

Starlight gave Twilight an unsure look over.

"Well, however you found us, we're happy to have you!" declared Starlight.

Sunset could feel a disturbed sensation in the pit of her stomach.

"We're happy to have anypony who wants to experience true friendship for the first time." said Starlight.

"Say what?" asked Applejack skeptical.

"Oh, indeed. That's what's so unique about our village, you see. Around here, we don't flaunt our special talents because we don't have any special talents to flaunt." explained Starlight happily.

"Is that why you have those cutie marks?" asked Twilight.

"I have an idea." replied Starlight.

Starlight led the group outside. There, Starlight led the commune members in singing a song about how great their town was. Once they finished, Rainbow couldn't help but laugh.

"You kidding right? Give up our cutie marks?" asked Rainbow, "No way!"

"Rainbow Dash, don't be so rude. I don't think we should judge them. They all seem perfectly happy with their choice." said Fluttershy.

"Don't believe their smiles Fluttershy." stated Pinkie firmly.

"Rarity, you've been quiet." noted Sunset.

"I'm taking this all in." replied Rarity overwhelmed.

"I'm sorry. I guess we're all a bit confused by this." said Twilight.

"We have no judgment here in our village. each of us was once confused as well, blinded by the false promise of our cutie marks." said Starlight.

"Gag me." muttered Sunset.

"Whoa, whoa, whoa. Is she for real?" asked Rainbow surprised.

Twilight shot Rainbow a look to be quiet.

"The barbed wire fence, guard towers, banners, portrait, statue and cutie marks give off an...unsettling vibe." stated Twilight.

"The fence and towers where caused by Sombra invading." said Starlight bluntly.

Twilight winced at this.

"Why don't you girls stay for a bit and see life in our village. Of course, it's your decision. Please enjoy our little slice of Equestria. We'll all quiet fond of it. No doubt you will too." proposed Starlight.

Starlight turned her attention to Double Diamond.

"Double Diamond, please help our guests with whatever they might need." said Starlight.

Double Diamond walked over to our heroines and saluted.

"Yes, Comrade Glimmer!" exclaimed Double Diamond excitedly.

Sunset felt a shiver run through her.

"This will certainly provide a boost to our little commune. Once everypony sees a princess has given up her cutie mark, they'll finally see what we're trying to accomplish." said Starlight happily.

The seven where led by Double Diamond on a carefully planned tour of the small commune. Our seven heroines had gotten the basics of things when they arrived, but Double Diamond insisted he show them around. This made Sunset Shimmer feel more uncomfortable. They at least finished quickly and where "free" to look around despite their being nothing to look at. Luckily, Pinkie's stomach roared signaling the party planner was hungry.

"I'll show you to my residences for food." offered Double Diamond.

"No need." replied Sunset.

Pinkie's stomach rumbled again.

"We'll just look around." said Sunset.

"But..." began Pinkie hungry.

As Pinkie's lip trembled, Sunset led her friends away.

"Something is off about this place." said Sunset.

"Y'all can say that again." agreed Applejack.

"It's not that bad." said Fluttershy.

"Fluttershy, the ponies here are living like prisoners." replied Sunset stunned.

"They needed better security after Sombra attacked." replied Fluttershy.

Fluttershy turned to Twilight.

"No offence Twilight." said the Element of Kindness.

"I'm fine." replied Twilight lying.

"What about the banners, portrait and statue?" asked Rainbow.

"You heard what Double Diamond said." answered Fluttershy.

"Darling, this matches what Sugar Belle told us." noted Rarity concerned.

"Maybe she wasn't exactly being truthful." proposed Fluttershy.

The others gasped at this accusation from Fluttershy no less.

"Maybe she thought it was really bad, but it really isn't." said Fluttershy meekly.

"I know lyin' and she wasn't lyin' to us." stated Applejack firmly.

"What do we do?" asked Twilight unsure.

"What about those two ponies Sugar Belle mentioned?" asked Sunset.

"Right. We should ask about them and see if any pony knows them." replied Applejack.

"But, we should try and lose our tail." said Sunset.

Sunset motioned toward Double Diamond.

"He's still following us." said Rainbow surprised.

"He hasn't stopped following us since we arrived." noted Rarity disturbed.

The ponies got up and began walking in different directions except Fluttershy. Double Diamond walked over to her.

"Excuse me, where are your friends going?" asked Double Diamond.

"They're talking with ponies." answered Fluttershy.

Fluttershy's eyes darted back and forth.

"Um, can I please talk with Starlight." requested Fluttershy.

"No problem." replied Double Diamond.

The ponies talked to everypony in the village. Starlight and Double Diamond where the only ones who they didn't talk to. Alas, their attempts provide futile as nopony would acknowledge Party Favor or Night Glider existed. Even when Sugar Belle was brought up, again everypony would deny she ever existed.

"Nopony here even will even acknowledge those three existed. I can't understand it." said Rarity surprised.

"I warned you this place was creepy." said Pinkie.

"Squeezing information from these ponies is harder then getting apple juice form an orange." sighed Applejack.

"They've become persona non grata." mused Sunset.

"What?" asked Rainbow.

"It means they've been ostracized." answered Sunset.

They heard a throat clearing and turned to see Starlight.

"I was wondering how you where doing." said Starlight.

"We're fine." replied Twilight uneasy.

Starlight have a smile.

"Are you familiar with the Pillars of Old Equestria?" asked Starlight.

"Of course." answered Twilight.

"I happen to have one of Mage Meadowbrook's enchanted items." said Starlight.

"No way." replied Sunset, with fake surprise.

"Want me to show you?" asked Starlight.

"Sure." answered Sunset with fake enthusiasm.

Starlight led the group to a cave nearby the commune. They reached a wall of cutie marks.

"Unbelievable" said Twilight amazed.

"Are these the cutie mark of your villagers?" asked Applejack.

"Yes. We don't need them so we keep them locked up here." answered Starlight proudly.

"Which one is yours?" asked Sunset.

Starlight gulped nervously.

"That doesn't matter." answered Starlight quickly.

"Why can't you tell us?" asked Sunset confidently.

Starlight's eyes darted back and forth.

"Forget that, this is what you came to see." said Starlight.

Starlight pointed her hoof to a staff.

"The Staff of Sameness!" declared Starlight.

Sunset snickered.

"It's funny, I studied under Princess Celestia and I know for a fact Mage Meadowbrook never had a Staff of Sameness." stated Sunset.

"She's right." added Twilight.

Starlight picked the staff up with her magic.

"You seven came here with the sole intention of ruining our perfect little utopia." said Starlight, "Right, Lieutenant."

The girls turned to see Double Diamond leading the villagers in an angry mob behind them.

"Right Comrade Glimmer." said Double Diamond angrily.

The mob began to verbally attack the girls for their lies and treachery.

"Luckily, one pony saw the error of her ways." said Starlight.

The mob parted revealing Fluttershy who bore the same equal cutie mark.

"Fluttershy!" cried Applejack horrified.

"How could you?" asked Rainbow betrayed.

"You never gave Starlight and her village a chance. I did and I wanted to spread her message." answered Fluttershy.

Twilight flew up into the air, but Starlight used the Staff of Sameness to trap Twilight.

"Twilight!" exclaimed Sunset horrified.

Sunset aimed her horn at Starlight, but was tackled by Fluttershy.

"This is for the greater good." said Fluttershy.

Starlight used the Staff of Sameness to take the cutie marks from Rainbow, Applejack, Rarity and Pinkie.

"No." said Sunset sadly.

Fluttershy flew off Sunset allowing Starlight to take her cutie mark.

"There. Now with a bit of reeducation, you'll be right at home." said Starlight confident.

Author's Note

A/N: That is the end of chapter two and oh what a chapter. You'll notice I did play with the whole "Starlight is/was a communist" joke a bit her, but honestly she reminds me more of Amon for Legend of Korra and I've draw inspiration for her portrayal here. From the banners with their symbol to the use of Equalist to describe her movement. Next time, the girls are trapped in quite the predicament. Can they escape? Only one way to find out. Please review.

Chapter 3

Twilight was the first to stir. The recently minted princess and now cutie mark-less Twilight blinked and got her bearings about her. She saw Sunset by her side and the rest of her friends, minus Fluttershy, where nearby. Twilight looked around and saw they where trapped in a small room. She also realized two unknown ponies where with them.

"Twilight!" cried Sunset.

Sunset hugged Twilight as the others awoke.

"I'm glad you're all okay." said Twilight relieved.

In sameness, there is peace. Exceptionalism is a lie.

"Hey, this is pretty good." said Pinkie, flipping through a book with only equal marks.

Difference is frustration. To excel is to fail.

"What's that?" asked Twilight.

Free yourself from your cutie mark. Choose equality as your special talent.

"Starlight's propaganda." answered the unknown stallion.

Be your best by never being your best.

"Oh shut up!" snapped Sunset annoyed.

"I'm Night Glider and this is Party Favor." said Night Glider.

Our six heroines where at least glad to have found who they where looking for.

"Sugar Belle sent us!" exclaimed Pinkie.

"Oh Thank Celestia." said Party Favor relieved.

"We've been looking for you." said Applejack.

"We've been here since we got captured." revealed Night Glider.

"Look at those drapes! I have no idea if they're tacky or not!" cried Rarity.

Rarity sobbed loudly.

"This is the reeducation room." said Night Glider.

"Nopony is allowed to leave until they've been fixed of their free will." explained Party Favor.

Applejack slammed into the door.

"This door's shut tighter than a...summer of...

Applejack trailed off.

"Um, piglets in...shoot! I can't even make countryism no more!" cried Applejack.

"I don't know! Maybe it'll be super fun to be the same!" exclaimed Pinkie.

Pinkie's equal mark pulsated.

"Sort of. More pleasant than fun, I guess..." said Pinkie flatly.

The girls where surprised by this lack of emotion from Pinkie.

"We need to find a way out of here." said Sunset urgently.

"There's no way out." replied Party Favor sadly.

"Can I ask what caused y'all to try and defect?" asked Applejack.

"The three of us missed our cutie marks and Starlight was getting wise to us." began Night Glider.

"We where afraid of what would happen so we tried to flee." added Party Favor.

"I still don't understand why Fluttershy betrayed us." sighed Applejack.

"Starlight Glimmer can sell water to a sea serpent." groaned Party Favor.

"She fooled all of us into joining her." added Night Glider flatly.

The group spent the whole night locked up. Sunset and Twilight found themselves unable to use their magic having lost their cutie marks. They eight ponies talked a bit more to past the time. Finally, morning came and the eight where awoken by the door opening. There stood Starlight Glimmer with Double Diamond by her side. The rest of the commune members stood behind them. Notable among this group was Fluttershy.

"I trust you had a pleasant night?' asked Starlight.

"Screw you!" spat Rainbow.

Starlight chuckled.

"This way, please. There are some friends who'd like to see you." said Starlight.

The six ponies stepped out while Night Glider and Party Favor followed them.

"Not you. You have an independent streak that makes it very difficult for us to love you." said Starlight.

Night Glider and Party Favor bowed and retreated into the room.

"Gather round friends!" exclaimed Starlight.

Starlight trotted back in front of the six ponies.

"We've come around to ask you if you're ready to join us! There are so many friends to be made once you realize you don't need your cutie marks or the talents that come with them." said Starlight.

"Never." said Sunset firmly.

"We have an entire welcome ceremony for new friends!" declared Double Diamond, "The whole village comes together to build you your own cottage..."

"Not interested! You may have them now, but we're going to get our cutie marks back!" declared Rainbow Dash.

Applejack stepped forward.

"Y'all don't understand, do ya? You can't force no ponies to be friends! It don't work like that!" declared Applejack.

Several of the commune member begged them to join them.

"It's all right everypony. This is a perfectly normal part of the equalization process for those who haven't...quiet seen the light yet." replied Starlight.

Sunset rolled her eyes.

"We'll try again tomorrow when you've had a bit more time to consider our philosophy." said Starlight.

Fluttershy stepped forward.

"No, you six must reconsider." said Fluttershy.

"I can't believe you, of all ponies, betrayed us!" snapped Applejack.

"I merely saw the light." replied Fluttershy.

"How could you?" asked Rainbow hurt.

Fluttershy shook her head.

"I told you the village was great, but you didn't listen." sighed Fluttershy.

Fluttershy leaned in so the commune members couldn't see her.

"You need to trust me." said Fluttershy firmly.

Fluttershy winked before turning around.

"I am sorry Comrade Glimmer. It seems they chose ignorance." said Fluttershy.

"It's fine. They'll come around." replied Starlight.

The six ponies returned inside.

"Did Fluttershy just voluntarily go undercover as a commune member to try and bring Starlight down from within?" asked Twilight stunned.

"It would seem so." answered Sunset amazed.

"I love her so much." replied Rainbow Dash proudly.

Fluttershy continued her charade of being a loyal follower of Starlight and her Equalist movement. Until her cottage was built, she stayed with Starlight. This gave Starlight the ability to monitor first hoof. Once night fell, Fluttershy waited until she was sure Starlight was sleeping. Fluttershy then managed to wiggle her way up the chimney to get outside.

"Okay Fluttershy. Just find Sugar Belle." said Fluttershy.

Fluttershy took a few steps on the roof, but found herself struggling against her fears.

"I can't let my friends down." said Fluttershy determined.

"Excellent work, Lieutenant." said Starlight proudly.

Fluttershy heard this and popped her head over the top of the roof.

"Of course, but I don't understand why you wanted me to bring them here. Fluttershy is one of us now. Surely she can be trusted." replied Double Diamond confused.

Starlight brought them inside and shut the door behind her. Fluttershy peered in the through the window as Starlight lifted the glass jar holding Twilight's cutie mark.

"This one belongs to a princess. It could be very important to our cause." said Starlight.

"But, if Twilight Sparkle becomes our friend, what do we care about this old cutie mark?" asked Double Diamond puzzled.

"I just want to keep them close until everything is settled." answered Starlight.

Double Diamond nodded in agreement.

"You may go Lieutenant." said Starlight.

Double Diamond nodded in agreement and departed. Fluttershy flew around to the front of the cottage.

"Oh dear, how am I ever going to get the cutie marks back now?" asked Fluttershy worried.

Fluttershy suddenly heard a bang and Starlight express pain. She flew to the upper fool where Starlight spilled water on herself.

"Starlight, you clumsy fool!" cried Starlight in toweled herself off revealing she still had her cutie mark. Starlight then covered it up with a fake equal mark cutie mark. Fluttershy gasped at this. Starlight heard something and turned around. Luckily, Fluttershy hid herself.

"Oh my." whispered Fluttershy surprised.

Fluttershy slipped away once Starlight had gone to sleep. Fluttershy managed to easily sneak out being a pegasus. She found Sugar Belle sleeping outside of the village.

"Hello." said Fluttershy softly.

Sugar Belle was startled awake.

Oh. I'm so sorry." said Fluttershy guilty.

"It's okay. You just startled me." replied Sugar Belle.

"That's the first time I've startled anypony." mused Fluttershy surprised.

Sugar Belle noticed her flank.

"Oh no! They got to you!" cried Sugar Belle.

Fluttershy explained the situation to Sugar Belle.

"So...Starlight took our cutie marks. But, she still has her's?!" asked Sugar Belle outraged.

"I'm afraid so." answered Fluttershy.

"I can't believe I ever trusted her!" exclaimed Sugar Belle bitterly.

Fluttershy quickly wanted to change to a more pleasant subject.

"Your friends are okay." noted Fluttershy.

Sugar Belle sighed.

"You're right. And that's most important." said Sugar Belle.

"Um, I was wondering you would go to Canterlot and get the princess?" asked Fluttershy meekly.

"I'll go now. I can nap if I need to." answered Sugar Belle.

So Sugar Belle left and Fluttershy returned to the village. Neither pony realized they where being watched. The next day, Starlight gathered her followers outside the reeducation cottage. Double Diamond was by her side and Fluttershy stood nearby. Flutterhy asked to let them out and opened the door. The eight ponies carefully where led out and Fluttershy quietly told them Starlight had her cutie mark.

"Have any of you reconsidered?" asked Starlight.

"I..." began Party Favor.

Night Glider quickly grabbed Party Favor.

"Please be strong!" begged Night Glider.

"Oh Party Favor. We will forgive you. Just rejoin us." said Starlight softly.

Party Favor turned to our six heroines.

"Those six talked about would not stop talking about how different they are, and that somehow made their friendship stronger!" exclaimed Party Favor.

Starlight shook her head.

"Such backward thinking." said Starlight sadly.

"Please don't." begged Night Glider.

"I'm sorry." said Party Favor solemnly.

"Hold it!" cried a familiar voice.

Everypony turned to see Sugar Belle trotting over to them.

"Well, if it isn't the final rat." spat Starlight bitterly.

"Starlight, are we really happy without our cutie marks?" asked Sugar Belle.

"Equality has given us more happiness than you'll ever know!" answered Starlight.

"Why don't you let them answer?" asked Sugar Belle.

"They don't need to." answered Starlight angrily.

"And we can't just stay in the village with our cutie marks?" asked Sugar Belle.

Fluttershy used the distraction to grab a bucket of water.

"Out of the question. A pony with a different cutie mark in our midst would destroy our entire philosophy." answered Starlight.

"Then how do you explain this?!" asked Fluttershy.

Fluttershy threw the bucket of water, but Starlight intercepted it with her magic.

"Do you honestly think I'm that stupid?" asked Starlight arrogantly.

Starlight dropped the bucket onto the ground. The water poured onto the soil with not a drop touching Starlight.

"I knew you couldn't be trusted. That is why I had my Lieutenant keep tabs on you." explained Starlight.

"When I saw you conversing with that traitor, I reported it to Comrade Glimmer right away." added Double Diamond.

"I watched Sombra and his forces pass us by." began Starlight.

Starlight pointed at Twilight and Sunset.

"I saw you two marching behind him!" declared Starlight.

The village ponies gasped.

"Comrade Glimmer was right all along!" gasped Party Favor.

"What?! No!" exclaimed Sugar Belle.

Party Favor bowed his head.

"Please accept my humblest apology, Comrade Glimmer! These two traitors led my astray!" begged Party Favor.

"It looks like we have a cause to celebrate!" declared Starlight.

The rest of the villagers cheered and welcomed Party Favor back into the fold.

"Keep an eye on him." whispered Starlight to Double Diamond.

Double Diamond nodded his head agreeing to the task.

"No." said Night Glider hurt.

"It's okay." said Sunset calmly.

"What do we do about them?" asked Double Diamond.

"They just need more reeducation and they'll come around." answered Starlight coldly.

The girls took a defensive stance.

"Looks like we'll have to fight our way out of this." said Twilight flatly.

"Awesome!" exclaimed Rainbow, not hiding her excitement.

"Starlight, don't think I came alone." said Sugar Belle.

The sound of massive hoof steps could be heard and the royal guard charged onto the scene.

"Nice." said Sunset happily.

"Double Diamond! Plan 51 Tango!" ordered Starlight worriedly.

Double Diamond nodded and led the other villagers in fleeing. Starlight used a magical burst to hold back the Mane 7 and Sugar Belle then rushed to her house.

"After her!" cried Sunset.

"We'll go after Starlight!" declared Night Glider.

The royal guard torn through the fence, but Starlight entered her cottage before them.

"Why ever would she go there instead of leaving with the others?" asked Rarity.

"Our cutie marks are there!" answered Fluttershy urgently.

The Mane 7 and tried to burst the door down. However, theu found themselves unable to break the door down.

"Oh come no!" cried Rainbow annoyed.

The royal guard came over.

"Princess, do you want us to break the door down?" asked Twilight.

"Yes." answered Twilight.

The guards managed to break the door down.

"Go after Starlight!" ordered Twilight.

The guard took off while Mane 7 ran upstairs and found Starlight in her room with the jars.

"You just couldn't leave well enough alone." said Starlight angrily.

"What you're doing is wrong." replied Twilight.

"I'm bringing equality!" snapped Starlight.

"Equality means nothing when it's forced." said Sunset.

Twilight and Sunset fired beams at magic at Starlight, but she threw up a shield defending herself.

"Without our cutie marks, our magic isn't strong enough." noted Twilight worried.

"Y'all got us to help ya." said Applejack.

Starlight grabbed her bed with her magic and tossed it at the Mane 7. The Mane 7 dodged while Starlight fled through a secret passage with the jars.

"After her." said Sunset urgently.

The Mane 7 followed Starlight and exited through a cave. They spotted Starlight.

"After her!" cried Twilight.

The Mane 7 took off, but could not catch up.

"Oh come on!" cried Rainbow frustrated.

"It's because we lack our cutie marks darling." noted Rarity.

"If we don't pick up the pace she's gonna escape." said Applejack concerned.

Starlight was far ahead of the Mane 7 and was confident she was home free. However, as she closed in on the cave that would bring her to freedom, Starlight found two familiar faces blocking her way forcing her to stop.

"Get out of my way." demanded Starlight.

"No!" declared Night Glider defiantly.

"We trusted you, but we became nothing but slaves!" exclaimed Sugar Belle.

Starlight put the jars down.

"If you won't move then I'll make you!" declared Starlight.

Starlight fired a volley of magic at the duo. Night Glider flew out of the way and Sugar Belle dodged.

"You traitors!" cried Starlight enraged.

Sugar Belle fired a weak volley of magic which Starlight easily deflected.

"You'll never be as strong as me!" spat Starlight.

Sugar Belle kept firing while slowing moving sideways.

"There. She's at a forty-five degree angle to the jars." thought Sugar Belle.

That she had Starlight where she wanted her, Sugar Belle stopped attacking.

"Giving up won't gain you mercy." said Starlight.

Starlight charged up for an attack, but Night Glider swooped down and rammed into Starlight. This caused Starlight to fire the volley of magic as she fell. As planned, this meant the volley of magic destroyed the glass jars.

"No!" cried Starlight horrified.

The Mane 7's cutie marks where freed and returned to their owners.

"Yee-haw! Finally, I can buck like a five-bit snake herder in an Appaloosa ranch house again!" exclaimed Applejack bucking.

"And you got your countryism back, too!" noted Fluttershy happily.

"That's great, but have an urgent business!" declared Sunset.

Starlight Glimmer furiously grabbed Night Glider with her magic and slammed her into Sugar Belle. Starlight then charged up.

"Say goodbye." said Starlight coldly.

Starlight fired a power beam of magic to kill the two. However, Twilight arrived and blocked them with a spell. The rest of our heroines arrived as this concluded.

"I studied that spell for years!" exclaimed Starlight surprised.

"I studied magic for years too! But what I failed to realize is that studying can only take you so far." began Twilight.

The Princess of Friendship pointed to her friends.

"Each of my friends It was their unique gifts and passions that helped bring out the magic inside of me! I never would have learned that I represent the Element of Magic without these girls!" explained Twilight.

Twilight turned back to Starlight.

"And I certainly wouldn't be here to stop you." added Twilight.

"Spare me your sentimental nonsense!" snapped Starlight.

Sunset trotted to Twilight's side.

"I spent years studying and isolated myself from everypony. I became bitter and arrogant. I fled Equestria and it was the friendship of Twilight Sparkle that led me back from the darkness." said Sunset.

Starlight's eyes widened as Sunset's remarks hit home. However, Starlight shook her head and fled into the cave.

"You'll never find her in there." said Sugar Belle defeated.

"Then let's go back." said Sunset flatly.

The ponies returned to the village which had been secured by the royal guard. The royal guard unicorns cut down the barbed wire fence with their magic, the royal guard pegasus pulled down the watch towers and the royal guard earth ponies pulled down the statue of Starlight. The banners and portrait of Starlight laid on the ground. They where searching ever building having lost the trail of the commune members in the winding mountains.

"What about the cutie mark vault?" asked Night Glider anxiously.

"Our guards searched, but the vault was empty. If the cutie marks where there, they're gone now." answered the guard.

"Since Starlight was onto us, she probably moved them overnight as a precaution." sighed Sunset.

"That's quiet alright. Just finish up here." said Twilight.

The guard saluted and returned to his mission.

"They're all gone." said Sugar Belle stunned.

"And Party Favor left with them." said Night Glider hurt.

"It's okay. I know we'll rescue all of your friends." said Sunset reassuringly.

"Of course, we'd still be trapped if it wasn't for Fluttershy." noted Applejack.

"It was nothing." replied Fluttershy embarrassed.

"Fluttershy! You where amazing!" declared Rainbow.

"I'd never think you'd do something so brave." said Pinkie ecstatic.

"Darling, you must tell us why." requested Rarity.

"It all began when we split up to talk with the townsponies..." began Fluttershy.

After the Mane 7 split up, Fluttershy quietly made her way to Double Diamond. She asked for a meeting with Starlight Glimmer about joining them and he happily agreed. Leading Fluttershy to Starlight's commune, Double Diamond knocked and announced himself as well as Fluttershy possible joining them. Starlight let them in though she dismissed Double Diamond right away leaving Fluttershy alone with Starlight.

"So...you're considering joining us." began Starlight.

"Yes." answered Fluttershy.

"That's wonderful!" declared Starlight happily.

Fluttershy did all she could to suppress her anxiety.

"If I might ask, what made you come around?" asked Starlight curious.

"The ponies here are so nice and friendly. I wanted to be part of that." answered Fluttershy.

A tense minute passed as Starlight look for signs of deceit.

"How great. I'm sure you're going to love it here." replied Starlight.

"Now...I have to give up my cutie mark." noted Fluttershy.

"Of course. Nopony can keep their cutie mark. They only cause separation and heart ache." said Starlight.

"I don't want those." mused Fluttershy.

"Nopony should have to go through the pain of losing a friend due to a cutie mark." said Starlight hurt.

"What about ponies who don't want to give up their cutie marks?" asked Fluttershy.

"They'll all come around one way or another." answered Starlight.

"What about their free will?" asked Fluttershy.

"Free will is overrated. It's so selfish to think of yourself instead of everypony else. Our village is a collective where everypony live as one." answered Starlight.

Fluttershy knew what she had to do.

"I want to join!" declared Fluttershy.

"Excellent! Welcome to our village!" exclaimed Starlight.

"I hope I know what I'm getting into." thought Fluttershy worried.

"You are awesome!" declared Rainbow.

Rainbow kissed Fluttershy.

"It was nothing." said Fluttershy embarrassed.

"Darling, it was quite brave." said Rarity.

"Yeah sugarcube. You should be proud of yourself." agreed Applejack.

Fluttershy blushed.

"I have to make you a Thank You For Saving Us cake when we get home!" declared Pinkie.

"I just wish we could have stopped Starlight." admitted Fluttershy.

"I don't think we've seen the last of her." said Sunset.

The village members had gathered far in the mountains. They where safe and their cutie marks where in jars piled up. They where high enough up that nopony could see them, but they where able to see the village below. Among them was Party Favor who had doubt creeping in about his decision.

"Did I do the right thing?" asked Party Favor to himself.

Just then an angry Starlight trotted up to the group.

"Comrade Glimmer! It's awful!" exclaimed Double Diamond.

Starlight turned and watched her hard work being undone.

"They will pay for this." said Starlight seething.

"Did you get the cutie marks from those seven?" asked Double Diamond.

"Those traitors Sugar Belle and Night Glider destroyed them. Those seven have their cutie marks back." answered Starlight bitterly.

Starlight turned toward the other Equalists.

"Those two are never to be mentioned again!" declared Starlight.

The other Equalists all agreed including Party Favor.

"At least those two traitors didn't get their cutie marks back." sighed Starlight.

"What do we do now?" asked Double Diamond.

"Friends, our attempt to peacefully enlighten Equestria has been elite clearly don't want the status quo to change. It is now time to get more forceful..." began Starlight.

Starlight stamped her hoof.

"The Equalist Revolution has begun!" declared Starlight.

Author's Note

A/N: That's where we'll end things for now. I had a lot of ideas for these last two chapter and this chapter. First, it was closer to the episode but I didn't like that. I considered having Sunset being the one who gets help, but I realized I had Sugar Belle and Fluttershy. I considered having Fluttershy brainwashed and Party Favor having Sugar Belle get help. I also considered having Night Glider written out or staying with Starlight, but decided to go this way. At one point, I planned on Starlight going full Jim Jones and trying to feed her villagers poison drink. But, I like it this way: Starlight and her Equalist followers will begin a revolution to force equality onto Equestria. Also, I put two King of the Hill references in this chapter and kudos to anyone who find them. Next time, it's "Thanks for the Memories". Please review.

Chapter 4

It was time for Winter Wrap-up in Ponyville. In their castle, Twilight and Sunset where getting things ready. Twilight was checking up her schedule when Sunset arrived.

"You stressed?" asked Sunset.

"There's so much to do." answered Twilight frantic.

Sunset walked over.

"The others where right, you're really prone to freak outs." mused Sunset.

"Well, I'd feel better if Starlight was caught." sighed Twilight.

"I know it sucks we haven't found Starlight and her followers yet, but the army is searching all of Equestria." replied Sunset.

Twilight gave a worried murmur in response.

"How are Sugar Belle and Night Glider?" asked Sunset.

"They're doing okay. The twenty-four seven guard protection has kept them safe for now." answered Twilight.

"It was nice of you to let them stay at your old tower." stated Sunset.

"Ever since I moved to Ponyville, I haven't been back. Better they use it than it remains empty." shrugged Twilight.

Twilight began tapping her right front hoof.

"But, what happens when Starlight and her followers return?" asked Twilight.

"Sugar Belle and Night Glider are being protected by the royal guard." answered Sunset.

"I don't know if you you've noticed, but the royal guard aren't exactly the most competent." noted Twilight bluntly.

"They where easily beaten by Sombra's force." admitted Sunset.

"And they where useless against Chrysalis...and Discord...and Tirek...and pretty much any real threat." said Twilight flatly.

"I have an idea: let's go out and see how Winter Wrap-up is going. It'll get your mind off Starlight." proposed Sunset.

"Okay." agreed Twilight hopeful.

The two headed out and saw things where coming along nice for Winter Wrap-up. Sunset noticed Rainbow Dash in the sky with Tank. Twilight flew up and realized she was worried. They talked then three landed.

"Does Tank seem more lethargic than normal?" asked Twilight.

Tank yawned again.

"It could be." admitted Sunset.

Sunset rubbed her chin with her foreleg.

"But, tortoises are naturally slow." added Sunset.

"Neither of us know that much about animals. Maybe, you should ask somepony who does." suggested Twilight.

Rainbow took off with Tank. Twilight and Sunset shrugged as it was out of their hooves...for now. Twilight and Sunset continued checking on Winter Wrap-up and found things where going on perfectly. Mayor Mare thanked the two for their help making sure things went smoothly. The two then returned to the castle and sat on their thrones.

"I gotta admit, this is a damn nice castle." said Sunset.

"But, I still miss Golden Oaks Library." sighed Twilight.

"You still have me." noted Sunset.

Twilight smiled.

"For better or for worse." added Sunset.

Now Twilight giggled.

"There's my Twilight." cooed Sunset.

"I know my friends would probably try and cheer me up to. As long as they don't fight over ideas." said Twilight.

"Twilight...we need to talk." said Sunset, in a serious tone.

"What about?" asked Twilight uneasy.

"Are you still feeling guilty about what happened with Sombra?" asked Sunset bluntly.

"What. No. That's silly." answered Twilight, lying poorly.

"If you are..." began Sunset.

"There you are!" declared Spike.

The baby dragon walked over to the two ponies interrupting the conversation.

"What's going on Spike?" asked Twilight, clearly trying to change the subject.

"Rainbow Dash came by earlier tried to ask me about hibernating. I think Tank needs to and she isn't taking it well." answered Spike.

"That would explain Tank's lethargy." mused Sunset.

Sunset Shimmer shook her head.

"Spike, Twilight and I where talking..." began Sunset.

Before Sunset could finish, the castle doors opened and Rarity entered.

"There you are darlings." said Rarity.

"This isn't a good time." said Sunset annoyed.

"Oh. I was hoping you would join your friends in raking up leaves." replied Rarity.

"Great idea!" declared Twilight.

Twilight quickly raced to Rarity's side.

"Spike, please help me." begged Sunset.

Alas, Spike had already joined Rarity in a crush educed zombie state.

"Son of a bitch." muttered Sunset.

Sunset walked down and joined the others.

"This is such a magnificent castle darlings." said Rarity awestruck.

"We where just talking about that and trying to adjust after losing the library." noted Sunset.

"Once more, my condolences." offered Rarity.

"Thanks." replied Twilight.

"Hey Twilight, this castle could be worse." said Sunset.

"How?" asked Twilight skeptical.

"It could be some playset." answered Sunset

Twilight and Sunset left with Rarity, They began cleaning up leaves that had fallen from the trees. Twilight and Sunset used their magic to rake the leaves up. They noticed Tank and Rainbow landed. Pinkie noted it was cute and brought up the h word (hibernate) which angered Rainbow. Rainbow snapped at Pinkie then turned her attention to her friends.

"What are you looking at?! Pinkie and I are just having a conversation!" snapped Rainbow.

"Yelling at somepony isn't exactly a conversation." noted Sunset.

"Look Rainbow Dash.." began Twilight, "We all know how upset you are at Tank hiber..."

Pinkie Pie quickly cut Twilight off.

"Don't say that word! That's what started all this!" exclaimed Pinkie.

"We all know how upset you about Tank." said Twilight.

"Hibernating." muttered Sunset.

"But you shouldn't take your anger out on your friends." concluded Twilight.

"Who said anything about anger?! I didn't say anything about anger! I'm not upset! And I'm not angry!" ranted Rainbow, "Do I look angry?!"

Rainbow gave a very angry expression.

"Not at all." said Sunset sarcastically.

"Come on Tank!" snapped Rainbow.

Rainbow Dash stormed off with Tank.

"Well that could have gone better." sighed Sunset.

"Rainbow really doesn't want Tank to do the H word." noted Pinkie.

"She denied he needed to hibernate when I told her." added Fluttershy concerned.

"We need to help her get through this." stated Applejack.

"Not the only who needs to talk." muttered Sunset.

"What was that darling?" asked Rarity.

"Nothing. We need to focus on Rainbow." answered Twilight quickly.

Sunset Shimmer merely rolled her eyes.

"But, we just can't abandon Winter Wrap-up." said Applejack.

"Waiting would give Rainbow sometime to cool off." noted Sunset.

The girls agreed to let Rainbow cool off and finish their duties with Winter Wrap-up. However, they soon noticed the weather factory acting out of control.

"What in the name of Celestia is going on up there?" asked Applejack concerned.

"I'm pretty sure Rainbow Dash can tell us" answered Sunset flatly.

"Prepare yourself everypony! Winter is coming!" exclaimed Twilight.

"Okay Miss Lannister." chuckled Sunset.

The weather factory was in chaos. Noteworthy was blown away while Parasol struggled to keep herself from being blown away. A giant snowball was expelled from the factory.

"Everypony, look out!" cried Twilight.

The ponies on the ground ran as the snowball hit the ground. It caused an explosion covering Ponyville and the area around it in snow. The ponies, including Rainbow Dash and Tank, emerged from the snow.

"Just as I thought." said Sunset.

"Rainbow Dash, are you okay?" asked Twilight concerned.

"No." answered Rainbow sadly.

Rainbow took Tank and left. The girls asked if helped was needed in cleaning up, but they where reassured the situation was under control. The six girls then left and went to Rainbow's home. They opened the door and entered...save Pinkie.

"Knock knock." said Pinkie, coming in through the wall.

"Whatever." answered Rainbow despondent.

"The poor thing looks so sad." noted Rarity concerned, "Just what are we going to do?"

"I don't know what we can do." answered Twilight.

"Buck up sugarcube, you just ain't yourself these days." said Applejack.

"Whatever." replied Rainbow despondent.

"How can I say this tactfully?" asked Rarity, "You've lost your sparkle Rainbow Dash.

"I hate to say this, but, well..." began Pinkie.

Pinkie covered her mouth, but made her way to Rainbow.

"You've become a party pooper!" declared Pinkie hushed.

"Didn't you hear me? I said 'whatever'." began Rainbow.

"That's clearly not the case." replied Sunset.

"I don't know if you're here to cheer me up or what, but I'm fine." said Rainbow firmly.

Twilight gulped anxiously.

"Rainbow Dash, I know how you feel." began Twilight.

"You've never lost a pet!" snapped Rainbow.

"I lost all my friends and had everyone in Equestria hate me because I fell under dark magic and served Sombra." noted Twilight hurt.

Rainbow winced.

"I'm sorry." muttered Rainbow.

"Let me handle this." said Fluttershy.

Fluttershy stepped forward.

"Rainbow Dash, your winter is going to be pet-less." said Fluttershy firmly.

The brunt facts forced Rainbow to start sobbing as she hugged Tank.

"Whatever did you do that for?" asked Rarity surprised.

"Because she'll never get passed this until she lets it all out." answered Fluttershy.

"I didn't think you had it in you." admitted Sunset surprised.

Applejack stepped forward of her own accord.

"Uh...It's okay. Tank'll come back in a few months." said Applejack awkwardly.

"Months?! I don't want him to go!" sobbed Rainbow.

"Alright. Alright. There, there." said Applejack.

Applejack turned to Fluttershy.

"Nice going, Fluttershy." said Applejack hushed, "How do we get her to stop?"

"She's gotta be done by now. Can't be too much left in there." answered Fluttershy.

Rainbow Dash continued sobbing for a little bit before stopping.

"Feeling better?" asked Fluttershy.

Uh-huh." answered Rainbow.

Rainbow Dash returned to sobbing.

"Oh, you poor, poor, thing." said Fluttershy tearing up.

Fluttershy now began to cry.

"I can't bear to see Fluttershy cry!" sobbed Rarity.

Rarity joined Rainbow and Fluttershy.

"It's just heart-wrenching!" sobbed Pinkie.

Pinkie joined the crying ponies.

Twilight turned to Applejack.

"You too, Applejack?" asked Twilight.

"Nope. I'm good." answered Applejack.

"You okay, Twilight?" asked Sunset.

"Yeah." answered Twilight.

Twilight stepped forward.

"Look everypony, I know how hard it is to say goodbye." said Twilight.

"I'm mostly sad because you're not sad!" cried Pinkie.

Pinkie grabbed Twilight.

"Me? What about Applejack?" asked Twilight surprised.

"Applejack cries on the inside Twilight!" declared Pinkie.

"It's true." admitted Applejack nonchalant.

Rainbow Dash managed to calm down.

"It's alright Fluttershy. It's alright." said Rainbow.

Fluttershy, Rarity and Pinkie calmed down.

"You think she's done or she's getting a third wind?" asked Applejack hushed.

"No clue." answered Sunset.

"Rainbow Dash, are you okay?" asked Twilight.

Rainbow Dash sniffled.

"I think so. I feel better. Really, I do. Thanks everypony. I don't know what I'd do without you." said Rainbow.

Rainbow began to tear up.

"Or him..." said Rainbow.

Rainbow Dash hugged Tank.

"Oh, Tank. I'm sure going to miss you." said Rainbow sadly.

Rainbow accepted Tank needed to hibernate and the tortoise was finally able to do so. The Mane 7 and Spike where able to have fun together enjoying the winter weather. Whether it be playing in the snow or ice skating. Once the night arrived, the fun was over and the ponies departed to head home. Twilight, Sunset and Spike returned to their castle in the Everfree Forest. Spike headed off to his room while Sunset and Twilight headed to their room.

"That was quite the day." said Twilight.

Twilight threw herself onto her bed.

"Twilight, why can't you forgive yourself?" asked Sunset.

"I was really hoping you'd forget." muttered Twilight.

Sunset Shimmer got onto the bed.

"Please tell me." requested Sunset concerned.

"I...can't." said Twilight upset.

Sunset let out a sigh.

"I won't force you if you're not comfortable. But, when you do feel comfortable, then tell me right away." replied Sunset.

"Okay." agreed Twilight grateful.

Sunset felt a ping in her bladder.

"I gotta use the bathroom before bed." revealed Sunset.

Sunset Shimmer got up and left for the bathroom.

"I'm so lucky to have her." said Twilight lovingly.

Twilight got under the covers, ready to sleep.

"I just wish I could make it so this whole mess with Sombra never happened." said Twilight.

A thought came to Twilight which she mulled over until she fell asleep...

Author's Note

A/N: That's where we'll end things for now. I added the Lannister nod but, I don't actual watch game of Thrones. Those and the Red Wedding (All I know was it was a massacre) are pretty much all I know. And the floppy wieners. However, I did get an ad for GOT with the "Winter is coming" tagline as I wrote that. Next time, it's the Grand Galloping Gala with special guest: The Smooze. Plus, another notable pony too. Please review.

Chapter 5

It was almost here. The Grand Galloping Gala was the biggest gala in Equestria and it was close. As a princess, Twilight was of course going as where her friends. This included an excited Sunset Shimmer who couldn't contain herself.

"Somepony is excited." noted Twilight amused.

"I've never been to the Grand Galloping Gala before!" exclaimed Sunset jubilant.

"This is my second time..." began Twilight.

"Lucky." interrupted Sunset.

"Since I know what it's like, I know you'll love it." said Twilight.

"Yeah." agreed Sunset.

Twilight looked at the clock.

"We still have twenty minutes before we have to leave for the train." noted Twilight.

"I can't believe that Princess Celestia is letting us help set up." admitted Sunset.

"Especially after all that's happened." muttered Twilight solemnly.

"Twilight..." began Sunset.

"That reminds me, we have to bring those books I found in the castle." said Twilight.

Sunset knew what Twilight was doing, but decided to go along.

"Did you warn her about the dark magic books?" asked Sunset.

"Yes and she assures me they'll be locked away in the forbidden section of the archives." answered Twilight.

"So..." began Sunset.

"I'm not ready to talk about it yet." stated Twilight.

"I understand." said Sunset flatly.

Twilight left the room as Spike entered with the newspaper.

"Didn't the Crusaders say something about helping a pony named Trouble Shoes lately?" asked Spike.

"Yeah." answered Sunset.

"Apparently, he's gone missing." revealed Spike.

Sunset read over the article with worry.

"We cannot show this to Twilight." stated Sunset firmly.

The girls left for Canterlot with Spike. They arrived in the Equestrian capital and made their way to the palace. As expected, the palace was busy with ponies preparing for the Grand Galloping Gala. They bumped into Raven Inkwell who led them to Celestia. Celestia was in the throne room discussing decorations with Kibitz. Celestia welcomed the trio and filled them in on plans. Luckily, Twilight jumped into action with Spike. Raven and Kibitz where at her disposal too. They departed leaving Sunset and Celestia alone.

"Aren't you going to join Twilight?" asked Celestia curiously.

"Later. There's something we need to talk about first." answered Sunset.

"What would that be?" asked Celestia.

"The paper reported a pony named Trouble Shoes went missing lately..." began Sunset.

"And you think Starlight Glimmer is behind this." deduced Celestia.

"Exactly." confirmed Sunset.

"Alas, there is no way to know right now. No clues have been found." revealed Celestia.

"Has there been any sighting of Starlight or her Equalists?" asked Sunset concerned.

"I am afraid not." answered Celestia.

Celestia shook her head.

"We have looked all over Equestria and offered a bounty. Five hundred Bits for any Equalists, one thousand Bits for this Double Diamond and ten thousand Bits for Starlight Glimmer. Yet, no tips have come forward." explained Celestia.

"Damn." sighed Sunset.

Sunset Shimmer quickly covered her mouth.

"I'm so sorry!" exclaimed Sunset.

Celestia merely chuckled.

"It's quiet alright. You should know I'm not a prude." said Celestia.

Celestia got off her throne and walked over to Sunset.

"Sunset Shimmer, do you want my advice?" asked Celestia.

"Yes." answered Sunset enthusiastic.

"Forget about Starlight for one evening and have fun at the Gala." said Celestia.

"That will be kind of hard." noted Sunset.

"You cannot obsess on Starlight or it will have a negative effect on your well being. That is why you haven't told Twilight." explained Celestia.

"I will. Thank you." agree Sunset.

Time passed and soon it was time for the Gala. Twilight and Sunset stood on the sides of Celestia as the guests began to enter. Applejack, Rarity and Rainbow brought the Cutie Mark Crusaders as the plus ones. The Crusaders where at their first Gala and where thrilled. Pinkie brought her sister Maud as her plus one while Fluttershy brought her friend Tree Hugger. Things where peachy, until Discord arrived with his plus one: The Smooze. Twilight flew over to him.

"What are you doing here with...that?" asked Twilight.

"Now, now, now. The Smooze maybe an "it", but it's an it with a heart of, well blob." said Discord.

The Smooze slithered off chasing ponies.

"This is a very important night, Discord." began Twilight.

Twilight turned to Celestia and Sunset. She waved and smiled.

"Keep it under control." ordered Twilight.

Discord agreed and departed with The Smooze. Twilight returned to Celestia and Sunset.

"So, what was that about?" asked Sunset.

"Discord is here with The Smooze thing." answered Twilight annoyed.

"Why?" asked Sunset surprised.

"It's Discord so who knows." answered Twilight flatly.

"Don't let him get to you." said Sunset.

Twilight took a deep breath.

"You're right. I can't let Discord ruin my night." agreed Twilight.

Hoity Toity came up.

"Good evening your majesties and Miss Shimmer." said Hoity Toity.

"Nice to see you Mr. Toity." replied Celestia.

"Princess, I must ask if you have any information on Mr. Trouble Shoes." requested Hoity Toity.

"Why?" asked Twilight anxious.

"He has vanished." answered Hoity Toity.

Twilight felt her heart skip a beat.

"Are the Equalists responsible?" asked Twilight worried.

"There is no answer." answered Hoity Toity.

Twilight began to hyperventilate.

"I'm so sorry. I shouldn't have said anything." said Hoity Toity guilty.

"It's okay." said Sunset.

"Hoity!" called Photo Finish.

"One moment!" called Hoity.

"It's not your fault Mr. Toity. I know it was not intentional. Go and have a wonderful evening." said Celestia.

"Thank you, merciful Princess." replied Hoity Toity grateful.

With that, Hoity Toity took his leave with his marefriend Photo Finish.

"Why didn't you tell me about this?" asked Twilight nervously.

"We knew you'd freak out." answered Sunset.

"Twilight, please try and remain calm. There is no proof Trouble Shoes was abducted and we should not cause a panic among the guests." said Celestia.

"Just try and relax. You can't obsess over this." added Sunset concerned.

"I can try and stay calm." said Twilight worried.

Suddenly, the three noticed The Smooze causing a ruckus.

"I'll handle this." said Sunset.

Sunset quickly galloped over to Discord.

"Discord, this is an important night and Twilight is already anxious. Keep that thing under control." demanded Sunset.

"He has a name." replied Discord.

"If anything goes wrong because of that, then you'll deal with me." said Sunset.

"And if I happen to lose control?" asked Discord curiously.

Sunset chuckled.

"In the other universe, a writer named Jack Kerouac wrote a book called On The Road which was a best seller." began Sunset.

"I fail to see the relevance." said Discord.

"If The Smooze causes any trouble, then you'll read a book that my hoof wrote. It's called On The Road to In Your Ass." said Sunset firmly.

Discord nervously agreed, but couldn't contain his jealous. Meanwhile, Sunset spotted an elderly white Earth Pony stallion in a tux alone and looking confused. Sunset decided to make sure he was okay.

"Hi." said Sunset softly.

The old stallion noticed Sunset.

"Hello there youngin'." said the stallion warmly.

"My name if Sunset Shimmer." said Sunset.

"Nice to meet you." replied the stallion.

"I wanted to make sure you where okay." stated Sunset concerned.

"I'm fine as a fiddle!" declared the stallion.

"it's just you're all alone." said Sunset.

The stallion sighed.

"My wife and I used to come to the Gala every year. Then she passed away the year before Nightmare Moon returned." revealed the stallion sadly.

"I'm so sorry." said Sunset sympathetic.

"It's alright. It was her time." replied the stallion.

The stallion took a moment as he regained himself.

"I stopped coming after she passed, but I decided to come and honor here this year." said the stallion.

"That's so sweet." cooed Sunset.

"Is that all?" asked the stallion.

"Well, I did notice you where looking around a lot." answered Sunset.

"I've never been in the palace before so it's awe inspiring." said the stallion.

"Wait, you just said you came here with your wife." noted Sunset suspicious.

The stallion took a moment and chuckled.

"My old mind ain't what it used to be. My kids have talked about putting me in a home." explained the stallion.

"I heard from the ponies back in Ponyville that The Silver Stable Retirement Community is good." mused Sunset.

"I don't want to go to a home. My wife and I lived in that house all our lives and I want to end my days there." said the stallion.

Sunset began to tear up.

"That's so sweet." said Sunset.

Sunset Shimmer took a second to regain her composure.

"Hey, I never got your name." noted Sunset.

Before he could answer, Discord began preforming stand-up comedy, but he bombed.

"This is the the most basic of jokes!" cried Discord.

Discord smashed a watermelon with a hammer sending watermelon everywhere.

"You're the most basic of jokes." said Maud.

'Good one Maud!" laughed Sunset.

Twilight heard an odd noise and turned around.

"What is that?!" asked Twilight horrified.

The Smooze erupted out of the closet covering the entire ballroom covering everything in site with ooze. Twilight fired volleys of magic at The Smooze to no effect.

"None of my magic seems to be working!" exclaimed Twilight.

"I'm coated so I can't help." sighed Sunset.

Twilight turned to Celestia.

"Can you do anything?" asked Twilight worried.

Celestia tried, but Smooze covered her horn.

"I'm afraid not!" said Celestia worried.

Discord came along.

"Discord! Once I get out of this I'm kicking your ass down one side of the street and up the other!" declared Sunset furious.

"Well, it seems that is a good reason to let you remain stuck." replied Discord tauntingly.

Discord left and began speaking to Fluttershy, but Tree Hugger managed to calm The Smooze with "auditory vibrations" to the surprise of everypony.

"I'll be damned." said Sunset surprised.

Everypony would congratulate Tree Hugger, but a jealous Discord attempted to sent her into another dimension.

"Discord! No!" cried Fluttershy.

"Don't worry Fluttershy! We'll stop him!" declared Twilight.

"Finally." said Sunset eagerly.

Alas, Discord tossed a disco ball across the floor. The Smooze went after it trapping the girls.

"Son of a bitch!" cried Sunset frustrated.

Luckily, Fluttershy managed to make Discord see the error of his way and freed Tree Hugger. He also stopped The Smooze and freed the Mane 7. He would then apologize for his actions. The rest of the night went off without a hitch and soon the gala ended. Princess Celestia kept Sunset from punishing Discord. The stallion that Sunset had been talking too slipped away in the crowd and headed outside of Canterlot. That is where he rejoined the others.

"Excellent to see you back Lieutenant. I trust everything went well." said Starlight.

"Yes Comrade Glimmer. The spell and back story you gave worked perfectly." replied Double Diamond.

Starlight reversed the age spell returning Double Diamond to normal.

"That damned Sunset Shimmer started talking to me and never realized who I was." added Double Diamond.

Starlight laughed.

"Great work. That is why you are my Lieutenant." said Starlight.

Double Diamond beamed with pride.

"How much of the palace where you able to map out?" asked Starlight.

"Only the areas that I was allowed into. But, I was able to memorize them to the smallest detail." answered Double Diamond proudly.

"Oh, I must introduce you to our newest friend." said Starlight.

Trouble Shoes stepped forward now bearing an equal sign cutie mark and the same eerie smile as the other Equalists.

"It so nice to met you!" declared Trouble Shoes, in an uncanny manor.

Author's Note

A/N: That is where we'll end things for now. so, there was the Gala and Double Diamond scouting things out. Also, the "hoof in ass" line was a quote of my favorite Red Forman "foot in ass" line. Next time, we have a totally original chapter. Please review.

Chapter 7

It was an exciting morning in Ponyville. Everypony was getting ready for the wedding of Cranky Doodle and Matilda at town hall. In the castle, Sunset Shimmer was combing her mane with her magic to look her best. Once she finished, Sunset trotted off and found Twilight in her room.

"Be honest, how do I look?" asked Sunset.

"Great." answered Twilight blushing.

Sunset trotted over.

"You look pretty good yourself." said Sunset.

The two mares kissed.

"Do you have the gift?" asked Sunset.

"Spike's taking care of it." answered Twilight.

"Okay. Then I know its in good hands. Um, good claws." replied Sunset.

"Are you going to wear clothing?" asked Twilight.

"No. It was a pain to wear clothes in the other universe. I'm much happy being a nudist pony." answered Sunset.

Twilight blushed at this.

"You know, we have time before the wedding." said Sunset, in a seductive tone.

Twilight gulped anxiously.

"I've never...done anything before." noted Twilight worried.

"I'll be gentle." offered Sunset.

"I can't!" cried Twilight distressed.

"Twilight, I'm so sorry. I was just teasing. I guess I went a little too far." said Sunset.

"It's okay." sighed Twilight.

"I can always rub one out if I need to." shrugged Sunset.

"Didn't need to hear that." replied Twilight.

Suddenly, the door flung open and Spike rushed in.

"Bugbear...near town...Zecora...spotted it...heading this way." panted Spike.

"Dammit. Let's take care of this so we won't miss the wedding." said Sunset.

"Right." agreed Twilight.

The three took off and found the others waiting.

"Where is it?" asked Sunset.

"Bugbear ain't here yet sugar cube." answered Applejack.

"I hope it hurries up." groaned Rainbow.

"You just want to fight it, don't ya?" asked Applejack.

"Of course." answered Rainbow excited.

"Spike, why don't you go ahead and let Mayor Mare know what's happening." proposed Twilight.

"Can do!" declared Spike.

The baby dragon saluted and took off.

"I just hope this dreadful Bugbear doesn't ruin my mane before the wedding." said Rarity.

"Or the wedding cake I made." added Pinkie.

"Um, where is the cake?" asked Fluttershy.

"Mr. and Mrs. Cake agreed to take it to town hall so I can deal with this meanie Bugbear." answered Pinkie.

"None of us want this day to be ruined. For Cranky and Matilda's sake." stated Sunset.

The other girls agreed with this.

"Fluttershy, is there anything we should know? Any kind of strategy we could make?" asked Twilight.

"Bugbears are strong and can be ferocious when provoked." answered Fluttershy.

"Oh great." sighed Sunset.

"Then we'll just have to kick it's butt!" declared Rainbow excited.

"If kicking this creature's posterior will keep the wedding going without a hitch then so be it!" declared Rarity.

"We'll show that grump old bear whose boss!" exclaimed Pinkie.

"Fluttershy, do you want to try and talk the Bugbear down before we get physical?" asked Twilight.

"Once a Bugbear gets provoked, there is no talking it down." answered Fluttershy worried.

Twilight took a deep breath.

"Then, we just have to keep it from doing too much damage." said Twilight.

Sunset noticed a crowd watching and could hear Apple Bloom talking with Octavia Melody. They where talking about the monster attack that was about to happen.

The girls heard trees rustling.

"Brace yourselves!" ordered Sunset.

The Bugbear burst into town.

"Hold it back!" cried Sunset.

Sunset Shimmer and Twilight Sparkle both fired beams of magic at the Bugbear who was knocked back.

"Please don't hurt it!" cried Fluttershy.

"It's trying to wreck the wedding!" exclaimed Rainbow.

The Bugbear got up and roared.

"The poor thing has been provoked by somepony." replied Fluttershy.

The Bugbear attacked them.

"We have to defend Ponyville!" cried Rainbow.

Sunset looked at the crowd of ponies behind them.

"We have to get that Bugbear away from ponies." said Sunset.

The girls began trying to get the Bugbear away from the ponies. The Bugbear roared and attacked Sunset with its stinger.

"Look out!" exclaimed Twilight.

Twilight fired a blast of magic to distract the Bugbear.

"Thanks." said Sunset grateful.

A present suddenly appeared in the arms of the Bugbear. Pinkie Pie burst out.

"Surprise!" exclaimed Pinkie.

Pinkie slammed a cream pie in the face of the Bugbear. The Bugbear grabbed Pinkie.

"Hold on!" declared Rarity.

Rarity fired a volley of magic which only made the Bugbear angry. It knocked Rarity down.

"I'm okay." said Rarity.

Sunset looked around to make sure everypony was safe. She noticed Matilda talking with Amethyst Star.

"Nopony hurts my friends." stated Rainbow.

Rainbow flew in to attack, but the Bugbear swatted her away. Rainbow crashed into a nearby house.

"Look out!" cried Sunset.

Rainbow escaped as the Bugbear which attacked with its stinger. The house was destroyed.

"Damn. This thing means business." said Rainbow.

The Bugbear grabbed a cart, but Applejack managed to lasso its left arm.

"Now we just have to pin it down..." began Sunset.

Before she could finish, the Bugbear slammed Applejack to the ground.

"That thing is tougher than..." began Applejack.

Before she could finish, Applejack was forced to dodge the wooden cart being thrown at her. The cart exploded into splinters upon impact.

"Thing won't even let me finish." muttered Applejack

The Bugbear continued for a bit before taking off.

"We have to stop it!" declared Twilight.

The Bugbear passed by the flower ponies damaging one of the stems on a zinnia. The flower ponies fainted at this.

"The horror! The horror!" cried Roseluck.

The Bugbear reached the center of town and the ponies where able to surround it.

"We have to keep it from moving." said Twilight.

Sunset looked at the ponies watching.

"Stay back!" ordered Sunset.

The Bugbear continued and soon tried to break through the encirclement.

"This thing is a meanie." stated Pinkie.

The Bugbear attacked Fluttershy who cowered.

"Don't you dare!" screamed Rainbow.

Rainbow was able to get Fluttershy out of the way, but the Bugbear broke free.

"Stop it!" ordered Twilight.

The ponies began trying to stop the Bugbear as they passed the bowling alley.

"Is that a Bugbear?" asked Doctor Hooves surprised.

The Bugbear made its way to Carousal Boutique.

"My business! My home!" cried Rarity

Rarity felt a pit in her stomach.

"My little sister!" cried Rarity.

Rarity fired a volley of magic hitting the Bugbear in the face stunning it.

"Wow." said Rainbow impressed.

The Bugbear roared loudly and grabbed Rarity.

"Let go of me you foul beast!" demanded Rarity.

As the girls fought to free Rarity, Vinyl and Octavia passed.

"What was that?" asked Sunset surprised.

The ponies began running to town hall.

"We have to stop this now." stated Twilight.

"Rainbow, hit that thing in the liver!" ordered Sunset.

Rainbow shrugged and did so. She flew as fast as she could and hit the Bugbear in the liver. The Bugbear released Rarity and crumpled to the ground. .

"I've got ya!" cried Applejack.

Applejack wrapped her lasso around the right back leg of Rarity.

"I've got this!" declared Pinkie.

Pinkie pulled a mattress out of nowhere and put it on the ground. Rarity landed on it.

"Are you okay?" asked Applejack worried.

"Yes. Thank you Miss Pie." answered Rarity.

Twilight and Sunset used her their magic to form a net and pin down the Bugbear.

"It's okay Mister Bugbear." whispered Flutterhy.

Suddenly, Royal Guard came over.

"Good. I assume you can handle this." said Sunset.

"Yes." confirmed the Royal Guard.

"Where are the princesses?" asked Sunset.

"Attending the wedding." answered the Royal Guard.

"Let's go!" cried Twilight.

The seven girls rushed to town hall.

"Is everypony here?" asked Mayor Mare.

"We're going to make it!" cried Sunset.

Suddenly, Derpy shut the door locking the Mane 7 out.

"All set Mayor!" answered Derpy.

The Mane 7 had to put on the breaks quickly.

"Dammit!" cried Sunset frustrated.

Twilight quickly looked around.

"The window." said Twilight.

The Mane 7 ran to an open window. They watched and enjoyed the beautiful ceremony. Luckily, Spike let them in to join the reception.

"It's good to see you." said Princess Celestia.

The royal sisters walked over to the alicorn and her unicorn marefriend.

"Nice to see you." replied Twilight.

"We where surprised to see you only after the wedding." noted Luna.

"The seven of us had to deal with that Bugbear so we where late." explained Sunset.

Celestia managed to stay calm, but shot a glance at Sweetie Drops who nodded subtly.

"I am just glad that Bugbear will be back in Tartarus." sighed Celestia.

"So are we." agreed Twilight.

"It was a lovely wedding." stated Sunset.

Sunset Shimmer nudged her marefriend.

"Ours will have to top it." said Sunset.

Twilight's face turned bright red at this while Celestia chuckled.

"If you'll excuse me, I need to get cake." said Celestia.

Celestia walked off.

"Lyra, I'll be right back babe." said Bon Bon.

Bon Bon walked off and found Celestia in the Mayor's office.

"It's bad enough that Bugbear escaped. Now it's almost ruining weddings and with me here. If word of your former organization leaks it'll be the end of Equestria." said Celestia worried.

"I am sorry ma'am." replied Sweetie Drops.

"I am certain Starlight Glimmer is the reason it attacked so that isn't your fault." sighed Celestia.

"True, but she wasn't the one who released." said Sweetie Drops.

"That pony has never been caught and we don't know if she's in cahoots with Starlight." said Celestia.

"I'm surprised it's so hard to find a unicorn with a broken horn." mused Sweetie Drops.

Double Diamond was a worried pony. Comrade Glimmer had used her superior magic to subdue a Bugbear and all he had to due was unleash it on Ponyville Double Diamond did as ordered, but he never expected the seven ponies would be able to defeat the Bugbear. Now, his mission failed, he had to face Starlight who would not react well to the news. He arrived and found her waiting. Party Favor happened to be nearby.

"Well, how did it go?" asked Starlight.

"I am sorry, but those seven where able to defeat the Bugbear." answered Double Diamond worried.

Double Diamond braced him.

"They what?!" asked Starlight outraged.

"They managed to defeat the Bugbear and it has been returned to Tartarus." answered Double Diamond meekly.

Starlight let out an angry roar.

"I am so sorry for failing you! Please have mercy on me!" begged Double Diamond.

Starlight took a moment to calm down.

"It is not your fault technically. I only ordered you to unleash that Bugbear onto Ponyville and you did that." mused Starlight.

Double Diamond felt hopeful.

"I can let this go. But, don't fail me in the future." warned Starlight.

"Oh thank you! Oh merciful leader!" cried Double Diamond happily.

Double Diamond quickly left.

"So, the Bugbear failed in ruining that silly wedding. No matter, our revolution will continue!" declared Starlight.

The other Equalists cheered, save Party Favor who managed to hid in the back of the crowd.

"Crashing weddings with monsters. This is out of control." thought Party Favor mournfully.

Author's Note

A/N: That is where we'll end things now. Just to clarify, Tempest Shadow freed the Bugbear from Tartarus years ago which caused Sweetie Drops to become Bon Bon. I can only guess it was some nonsense plan by The Storm King. Starlight re-captured it and unleashed it on the wedding. Sadly, Tempest won't appear in this story. That was just a little nod to her because she rocks. Also, the conversation between Celestia and Sweetie Drops was a one off so don't expect anything to come from that. Next time, the events of "Princess Spike" happen, but they don't. Please review.

Chapter 8

To say Twilight was exhausted would be selling it short. The Grand Equestria Pony Summit was being held in Canterlot with Twilight and Sunset Shimmer helping to prepare. Celestia insisted the summit go on the show a sense of normalcy during the Equalist threat. While Sunset helped, the work and the free of Starlight Glimmer attacking wore poor Twilight out. Finally, it was time to greet the delegates as Cadence joined the princesses. But, as Celestia talked, Twilight struggled to stay awake.

"Now I'd like to turn things over to the one who organized the summit: Princess Twilight Sparkle." said Celestia.

Twilight stepped forward.

"Thank you, everypony. With delegates from over fifty cities attending the three days of conferences, receptions, and meetings. This is the largest Grand Equestria Pony Summit yet." began Twilight.

"At least she's focusing on something other than Starlight." thought Sunset relieved.

"And let me tell you, putting it all together has led to more than one sleepless nights." continued Twilight.

"If that is the only reason." muttered Sunset concerned.

"We're so excited to have you here and to learn more about this great land of ours." concluded Twilight.

This garnered cheers from the crowd.

"And now my faithful assistant Spike would like to have a few words." noted Twilight.

Twilight stepped back and Spike stepped forward.

"Um, hello, everypony! I'm here to help anyway I can." said Spike, "So if there's anything I can do for any of you..."

"We love you Princess Twilight!" exclaimed Neigh Sayer.

The others began praising the royals.

"I guess everypony loves a princess." sighed Spike.

Sunset put her foreleg on Spike's should and gave him a sympathetic look.

"My name is Sunset Shimmer and I am the marefriend of Princess Twilight. If you need anything these three days, please ask myself or the number one assistant Spike." said Sunset.

"Thanks." whispered Spike grateful.

"No problem." replied Sunset.

Spike returned to the guest room following the opening ceremony. However, a knock came on the door. He answered it to find Cadence and Sunset helping an exhausted Twilight stay on her hooves.

"Spike, we need you!" declared Cadence.

"Of course! What can I do?" asked Spike eagerly.

Spike then noticed how drained Twilight was.

"Whoa, what happened to you?" asked Spike.

"I'm sorry, Spike. I just..." began Twilight.

Twilight was interrupted by a yawn.

"need a quick... nap." answered Twilight.

Twilight began staggering.

"Napkin!" exclaimed Twilight.

Twilight curled up on the floor.

"Tell the delegates I'll..." said Twilight, trailing off.

"She's been awake three days straight preparing for the summit." revealed Cadence.

"Not to mention worrying about Starlight Glimmer." added Sunset.

"We need to make sure she gets some rest today. She'll never be able to attend the welcome reception in this condition." said Cadence.

"It's up to us to make sure she doesn't get disturbed." said Sunset.

Spike nodded his head in agreement.

"You up for it?" asked Sunset.

Spike puffed out his chest and saluted.

"Of course!" declared the baby dragon.

"Spike, pull back the covers." said Sunset.

Spike hopped onto the bed and pulled the covers back. Sunset took Twilight with her magic and placed her in the bed.

"You know what to do." said Sunset.

Spike covered Twilight and carefully got down.

"No problem." shrugged Sunset.

"She's in good hooves." replied Cadence relieved.

Cadence turned and departed.

"Sleep well Twilight." said Sunset softly.

Twilight Sparkle slowly opened her eyelids. The Princess of Friendship didn't know how long she'd been asleep, but she did need it. Twilight sat up in the bed and yawned. The then stretched. However, Twilight was interrupted by screams of terror outside. Twilight jumped up and raced to the window. To her horror, Twilight saw Canterlot under attack by the Equalists and Starlight Glimmer. Twilight jumped out the window and flew down joining the fray.

'Well if it isn't the Princess of Friendship." said Starlight.

Twilight saw the Equalist leader standing alone in the street.

"I don't know how you got in..." began Twilight.

"That was easy. The Royal Guard are a joke and I easily got rid of the Wonderbolts." explained Starlight.

Twilight scowled angrily.

"I'm still going to stop you!" declared Twilight.

Starlight let out a laugh.

"Didn't you stop to ask where the princesses are?" asked Starlight.

The thought hadn't crossed the mind of Twilight until now.

"No." said Twilight horrified.

"Princess Celestia was very tough and it took all I had to beat her. Princess Luna and Princess Cadence where almost the same." said Starlight.

"What have you done to them?!" asked Twilight demanding.

"All in due time." answered Starlight.

Suddenly, a yellow and red unicorn walked next to Starlight. Her colors where faded and she bore an uncanny smile.

"Hello Twilight. You should become our friend." said Sunset.

"Sunset Shimmer!" cried Twilight, heartbroken.

"She was a tough nut to crack, but I got to her." boasted Starlight.

"How could you?" asked Twilight disgusted.

Starlight laughed wickedly.

"Don't be no naive." spat Starlight.

"I won't hurt Sunset." stated Twilight firmly.

Starlight snickered.

"That fine. because she has no problem hurting you." said Starlight.

Sunset Shimmer fired several volleys of magic, but Twilight easily blocked them with her shield.

"Without her cutie mark, Sunset isn't as strong." noted Twilight.

Starlight remained unphased.

"Keep firing." ordered Starlight casually.

Sunset nodded and fired volley after volley, but they couldn't break through the shield.

"Sunset Shimmer! It's me!" cried Twilight.

Sunset continued her barrage.

"Your marefriend! Please remember me!" cried Twilight desperate.

Starlight Glimmer laughed coldly.

"It's useless." said Starlight.

"Maybe, but I have to try!" declared Twilight.

Twilight began walking forward.

"What are you doing?!" asked Starlight amazed.

Twilight got closer and closer.

"Sunset! It's Twilight!" cried out Twilight.

Suddenly, three beams of magic hit the shield breaking it. To the horror of Twilight, the princesses arrived all under the control of Starlight Glimmer.

"No." said Twilight devastated.

"Oh yes." said Starlight.

Starlight laughed.

"Spike." said Twilight hopeful.

Starlight laughed.

"You're find that dragon is nothing but splatter on sidewalk now." laughed Starlight.

Twilight tried to fly off, but Starlight fired a beam of magic which hit Twilight. This sent the Princess of Friendship crashing to the ground.

"You tried to ruin my life work. But, nopony can stop my revolution." said Starlight.

Starlight marched over to Twilight with a sinister grin.

"Goodbye." said Starlight coldly.

Starlight fired a powerful blast of magic at Twilight. Twilight let out a scream. Twilight then up in bed and looked around. She was in the castle tower in the bed. Sunset and Spike raced in.

"Are you okay?" asked Sunset worried.

Spike hoped onto the bed.

"We heard you scream." added Spike worried.

Twilight sighed and flopped onto her back.

"Just a nightmare." answered Twilight flatly.

"Starlight Glimmer." guessed Sunset.

"How did you know?" asked Twilight sarcastically.

"Tell us what happened." requested Starlight.

"The Equalists where attacking Canterlot. Starlight enslaved you and the princesses. She beat me and was going to kill me when I awoke." answered Twilight flatly.

"What about me?" asked Spike.

Twilight winced.

"She killed you." answered Twilight sadly.

"Damn." muttered Spike, taken aback.

"You can't let Starlight Glimmer get to you." said Sunset.

"Too late for that." replied Twilight stoically.

"That will never happen. If the Equalists do attack, then your friends will always be there to help you." said Sunset.

Twilight gave an uncertain glance.

"Promise?" asked Twilight worried.

"Promise." answered Sunset.

Twilight chuckled a bit.

"Yeah. You're right." agreed Twilight.

Twilight sat back up.

"Feel better?" asked Sunset.

Twilight nodded her head.

"Yeah." confirmed Twilight.

Twilight jumped out of bed.

"The summit!" cried Twilight.

"We took care of everything." said Sunset reassuring.

"Yeah. Nothing to freak over."added Spike.

"Oh Thank Celestia." sighed Twilight in relief.

Twilight hopped back onto the bed.

"Anything happen?" asked Twilight curious.

"Just some delegates we had to deal with." answered Sunset.

"We also had a polo game outside and a pony working on the water pipes. Luckily, Sunset knows a spell to soundproof the tower." explained Spike.

"You helped plenty Spike." said Sunset.

"If you weren't here I'd probably go mad with power and cause chaos." replied Spike jokingly.

"Thank you both for all your help." said Twilight.

Twilight let out a yawn.

"I really did need that nap." admitted Twilight.

"That's putting it mildly." said Spike bluntly.

Twilight laughed embarrassed.

"You can met the delegates now that you're well rested." noted Sunset.

Twilight got back off the bed.

"Thank you so much for everything." said Twilight.

Twilight hugged Sunset and Spike.

"Happy to be of service!" declared Spike proudly.

"I'm ready to met the delegates now." said Twilight.

"Let's go." agreed Sunset.

Sunset and Twilight shared a kiss causing Spike to pretend to gag.

"Get a room." joked Spike

"Yeah. Yeah. Yeah." replied Sunset chuckling.

The event went off perfectly. Nothing bad happened at all. There was no damage from the relocated polo game. There was no flooding. There was no dragon sneezing damaging the commemorative statue. Starlight Glimmer returned to her followers after leaving Canterlot. Thanks to her invisibility spell, Starlight had been able to enter Canterlot without being noticed.

"Comrade Glimmer!" exclaimed Double Diamond.

The Equalists came to see their leader return.

"My mission to infiltrate Canterlot was a success!" declared Starlight.

Everypony cheered including a reluctant Party Favor.

"I was able to observe the city and the ponies. Including the palace as well as the princesses." continued Starlight.

Everypony cheered again.

"I have no doubt in our victory!" exclaimed Starlight.

For a third time, the ponies cheered.

"Twilight...I will kill you." thought Starlight.

Author's Note

A/N: That is where we'll end things for now. With Sunset there, she kept Spike from going power mad after taking over for Twilight. Which is fine because "Princess Spike" isn't a great episode. I hope you didn't dislike the dream. Next time, Twilight's friends try to help Twilight with her issues. Please review.

Chapter 9

It was a beautiful day in Ponyville. Celestia's sun shone brightly and ponies happily went about their day. However, Twilight Sparkle was not among them. She chose to spend this day in her bed. Sunset opened the door and entered with Spike.

"Hey Twilight..." began Sunset softly.

Twilight didn't answer.

"You gotta get up sleepy head." said Sunset.

Sunset opened the curtains with her magic.

"Please go." said Twilight.

"It's a beautiful day!" declared Spike.

Spike hopped onto the bed.

"I don't care." replied Twilight flatly.

"What's wrong?" asked Sunset.

Sunset Shimmer walked over.

"Fluffy Clouds." answered Twilight.

Sunset had to think for a moment.

"Oh yeah. He was a delegate at the Friendship Summit." recalled Sunset.

"Now he's missing." revealed Twilight.

Sunset recoiled at this.

"That Starlight works fast." mused Spike.

"Over a dozen of the delegates have gone missing since the friendship summit ended." said Twilight.

Twilight punched her pillow.

"We can't stop her!" cried Twilight.

Sunset and Spike shared a worried glance.

"Just leave." requested Twilight sadly.

Sunset and Spike exited the room.

"Well this is just great." said Spike sarcastically.

"Spike, we can't do this alone!" declared Sunset.

"What are we going to do?" asked Spike.

"Get by with a little help from our friends." answered Sunset.

The two departed and headed to Ponyville. Sunset got Rainbow and Rarity (despite Spike's protest) while the baby dragon got Fluttershy and Applejack. The two groups met at Sugar Cube Corner where they found Pinkie. Sunset and Spike filled the others in on the situation trying not to let any other ponies hear for fear of a panic. Finally, Spike and Sunset Shimmer came to the end of their tale.

"That's so sad." said Fluttershy dejected.

"We have got to do something!" declared Rainbow.

"But what?" asked Applejack.

"Cheering her up is good." answered Spike.

"I'll whip up a batch of delicious cupcakes!" declared Pinkie.

"Not to offend, darling. But, I am afraid it won't be that easy." said Rarity.

"And how would you know?" asked Rainbow.

"My business ventures have not always been success at first or at all. I've stared the vile foe know as depression in the face." admitted Rarity.

"I had no idea." said Sunset surprised.

Spike quickly grabbed Rarity.

"You're the best designer ever!" declared Spike worried.

"I am doing much better know Spikey Wikey." replied Rarity.

Reassured, Spike let go of his crush.

"I know how ya feel. Life sure can buck good. Like...losing your parents for example." said Applejack solemnly.

"Darling..." began Rarity worried.

"It was so hard after they...ya know. Even know, thinking about them just puts me in a funk." confessed Applejack.

"Applejack.." began Fluttershy worried.

"Don't worry. I can handle it." said Applejack.

"Sometimes, when I'm picked on when I struggle to fly, I feel pretty bad." confessed Fluttershy.

The others gave her a worried look.

"But I would never do anything to put myself in danger!" declared Fluttershy.

"I ain't me, but sometimes I do worry about Scootaloo a bit. Not being able to fly is the worst thing for pegasus." said Rainbow.

"Some pegasus would rather die than not be able to fly." added Fluttershy.

"Sometimes...I...um...feel like I'm taken for granted." confessed Spike.

"Oh Spike. We are truly sorry if we ever made you feel that way." said Rarity.

The others girls agreed with this.

"I feel blue when I know my friends are feeling blue." said Pinkie Pie.

"I guess we've all got problems." mused Rainbow.

"At least we can relate to what Twilight is going through." said Applejack.

"We need to be careful with our wording." warned Sunset.

"Whatever do you mean?" asked Rarity.

"Depression is a mental illness and must be handled carefully." answered Sunset.

The others shared worried glances.

"We need a plan." stated Sunset.

"You helped me when Tank went into hibernation. This can't be too different." said Rainbow.

"Losing your pet and helping to enslave your homeland are two different things." replied Sunset.

Rainbow rubbed the back of her head.

"I know my family where vital to me getting through the darkest times." quipped Applejack.

"Her parents are in Canterlot." noted Spike.

"But, Shining Armor and cadence are in the Crystal Empire." said Fluttershy.

"We'll can always wright them." said Pinkie.

"We could, but it occurs to me that we are just as much family to Twilight as her biological family." said Rarity.

"Right now I think the best thing to do is to reassure Twilight we';; always be there for her no matter what." said Sunset.

The others agreed with this.

"Let's get going!" exclaimed Pinkie.

"There go my eardrums." groaned Rarity.

The girls began heading off, but Spike held Sunset back.

"You really think this will work?" asked Spike.

Sunset Shimmer sighed.

"It's our best bet." answered Sunset.

The group made their way to the castle. As they walked, the ponies and dragon talked about who would go first and what they would say. However, they tried to be discrete as to not worry the other ponies of Ponyville. They arrived and found Twilight still in her bed. Sunset and Spike went in first. Then the others followed. Applejack was first followed by Rainbow, followed by Rarity, followed by Pinkie and finally Fluttershy.

"Sunset..." began Twilight.

"You "We're Here Because We Care" Party is underway!" declared Pinkie.

"Keep it under control." whispered Sunset.

"Sorry." replied Pinkie.

Applejack stepped forward.

"Twi, I remember when when my folks...ya know." began Applejack.

The farmer got choked up.

"It was hard." said Applejack.

The Element of Honesty took a few deep breaths.

"But, I also remember everything that's happened since we met. Like that time I wouldn't return from Dodge Junction until you girls told me how important I am to ya." continued Applejack.

"Having you back was more important." stated Twilight.

"I can be honest to a fault. Heck, I recently ruined a sale because I was so convinced Apple Bloom couldn't take care of herself." revealed Applejack.

Applejack laughed a bit.

"I gotta remember she's a growin' filly." admitted Applejack.

Rainbow Dash was next.

Twilight, I never would have gotten into Daring Do if it wasn't for you." said Rainbow.

"It's a book series." replied Twilight flatly.

"It's more than just a..." began Rainbow defensive.

Rainbow Dash needed a moment to calm down.

"I love Daring Do and I never would have found it if it wasn't for you." said Rainbow.

Rarity stepped forward.

"Twilight, I have adored our time together. Same with Spike." said Rarity.

The baby dragon blushed.

"Focus." whispered Sunset.

Spike quickly refocused himself.

"I recall you girls forgave me after I kept ducking out of your birthday to attend a garden party." said Rarity.

Pinkie stepped forward.

"Twilight, you've been such a wonderful friend." began Pinkie.

The party planner had a deflated mane and was unusually solemn.

"You always bring a smile to my face." said Pinkie.

Pinkie found herself overcome by emotion.

"It's okay Pinkie." whispered Sunset.

Fluttershy took a deep breath and stepped up.

"Twilight, you and the others have helped me so much. I know I am still shy, but I have come so far and I never would have if it wasn't for you." said Fluttershy.

Spike hoped onto the bed.

"You hatched me so I literally wouldn't be here if it wasn't for you." noted Spike.

"You've had a positive effect on the lives of all these girls and dragon." said Sunset.

Twilight sat up looking tired.

"Thank you for your concern." said Twilight.

"Please don't do anything drastic!" cried Pinkie.

Pinkie tightly hugged Twilight.

"Oh my. We would never be able to recover if you took your life." said Fluttershy worried.

Twilight forced Pinkie off her.

"I am not suicidal!" declared Twilight.

"I never mentioned suicide." said Sunset.

"What about self harm?" asked Rarity.

The others turned their heads to the fashionista.

"It is possible. I am not self - harming myself." said Rarity.

Spike wiped his forehead in relief.

"I won't hurt myself either. I feel crappy and it won't be easy getting over this. But, knowing I have great friends there to support me is a big help." said Twilight.

A group hugged followed.

"I love you all." said Twilight.

Hours passed and soon it was time for the changing of the celestial bodies. Princess Luna awoke and headed to the throne room to relieve Celestia of her duties. The groggy Luna opened the doors and entered the throne room. Celestia was on her throne talking with her aide - de - camp Raven Inkwell. As Luna made her way to the throne, it became clear her sister was clearly vexed.

"I see you are troubled, dear sister." mused Luna.

"I am afraid we might be on our own." sighed Celestia.

"What do you mean?" asked Luna.

"Saddle Arabia can't commit to helping us in the case of an Equalist Uprising." answered Raven.

"What?! How dare they?!" asked Luna outraged.

"it boils down to they want to help and might, but they need to take care of their own interests." answered Celestia flatly.

"And after we treated their delegates so kindly! This is a slap in the face!" exclaimed Luna.

"I don't like it either. However, we cannot change things." said Celestia.

Luna took a second to calm down.

"There must be some nation willing to aid us." said Luna.

"I have asked many nations with help, but with no results." sighed

"Our letter to Griffonstone was returned with profane comments." said Raven.

"I should have figured. Since the demise of King Guto, the griffons have lacked a central government." said Celestia.

"And their culture hasn't changed." mused Luna.

"Dragon Lord Torch wanted to help us, but the others dragons refused and he feared a full out revolt should he help ponies." continued Celestia bitterly.

"His daughter Ember stepped up to try and convince the other dragons to help us, but is seems a dragon named Garble led the resistance." added Raven.

"At he wants to help us." groaned Luna.

Celestia tapped her chin with her hoof.

"I sent a letter to Queen Novo, but didn't get a reply." said Celestia curious.

"Are you certain she got it?" asked Luna.

"I had the Wonderbolts deliver them to make sure. captain Spitfire went to the Dragon Lands and Soarin' went to Griffonstone. Misty Fly went to Mount Aris, but found Hippogriffia as a ghost town." answered Celestia confused.

"That is queer." mused Luna.

"Um your highness, that word has a different meaning than it did a thousand moons ago." whispered Raven.

"I am so desperate that I almost asked Queen Chrysalis for help." admitted Celestia.

"She has been silent since betraying Sombra." noted Luna uneasy.

"There is no sign she is involved." said Celestia relieved.

"Well, at least we do have the Crystal Empire." said Luna.

"I am not so sure." sighed Celestia.

"Why do you mean?" asked Luna.

"Fleetfoot revealed that Cadence and Shining Armor cannot commit helping us." answered Luna.

"Why?!" asked Luna surprised.

"The Crystal Empire has just recovered from the return of Sombra." answered Celestia flatly.

"They hosted the Equestria Games!" exclaimed Luna.

"They won the honor before Sombra returned and wanted to have a sense of normalcy. There is a difference between a sporting event and a war." explained Celestia.

"If only we could send Starlight Glimmer to the Frozen North." muttered Luna.

Celestia's eyes shot open.

"Sister! You are a genius!" declared Celestia.

Celestia quickly wrote a letter and handed it to Raven.

"Have the Wonderbolts send this letter urgently. I believe Fire Streak is available." said Celestia hopeful.

"Where are we sending it?" asked Raven.

"Yakyakistan." answered Celestia.

Author's Note

A/N: That is where this chapter ends. So, the girls managed to get through to Twilight a bit. It's not much, but it is something. Also, it seems that Equestria is trouble. But, there is one hope. Next time, Prince Rutherford arrives and the events of Party Pooped" happen with more at steak here. Please review.

Chapter 10

The ponies where waiting. The Mane 7 and Spike had gotten all of Ponyville ready for the arrival of the Yaks. There support could be vital if Starlight Glimmer launched a full uprising and Twilight knew this. The purple alicorn was anxiously pacing back and forth when she stopped at Pinkie.

"You look nervous. There's no reason to be nervous. Everything's gonna be fine!" cried Twilight nervously.

"Twilight, tell those butterflies in your tummy to beat it!" declared Pinkie.

"It doesn't matter who's wrong or right. Just beat it." sang Sunset.

The others shot her confused looks.

"It's a song." said Sunset.

"I guess Sunset Shimmer is a smooth criminal." said Pinkie winking.

"How do you know that?" asked Sunset confused.

"Don't question Pinkie Pie." muttered Rainbow.

Pinkie turned back to Twilight.

"Making new friends is fun." said Pinkie.

Twilight let out a worried groan.

"They're probably just as nervous as you." said Fluttershy.

"You've been plannin' this shindig for weeks. You know everything about these fellers. It's gonna be dandy." said Applejack.

Twilight inhaled and exhaled.

"You're right." agreed Twilight.

"That was too easy." mused Sunset.

"Remeber, Yakyakistan and Equestria haven't opened their borders for moons. In fact, Yakyakistan is so far north of the Crystal Empire that no pony has ever been there." explained Twilight nervously.

"Thought so." sighed Sunset.

Sunset began helping Twilight breathing when Spike blew his horn. The doors opened, a red carpet unrolled and the yaks arrived.

"Ponies! Greetings ponies!" exclaimed the yak prince.

Twilight quickly teleported to the yak prince.

"Prince Rutherford, your majesty. On behalf of all of us, I welcome you to Equestria!" declared Twilight.

"Me honored. Yaks hope for great friendship between ponies and yaks." replied Rutherford, "Friends for a thousand moons!"

"Their manners could use some work." thought Sunset.

"You must be hungry after a long journey." began Twilight.

Spike began pushing a table over and Sunset used her magic to help.

"We've prepared a banquet of traditional yak food." said Twilight.

Rutherford looked over the food.

"If things not perfect, yaks get mad. Yaks always get mad when things not perfect." revealed Rutherford.

"I assure you, your majesty, we spared no expense." said Sunset.

Rutherford tasted a bit of food, but quickly spit it out.

"This no taste like yak food! Fake pony food make yaks mad!" exclaimed Rutherford.

The yaks began a path of destruction.

"Is it okay to be nervous now?" asked Pinkie worried.

The yaks finally calmed down and Spike led the yaks away to prevent more damage. The ponies began fixing the damage.

"Them yaks sure have a funny way of saying howdy." said Applejack, nailing a railing back together.

"There's different...that's all. Very different." said Rarity, gluing a vase back together.

"I think they broke my record for most stuff broken in under a minute." said Rainbow

Rainbow pulled out a broken trophy.

"They even broke the trophy." added Rainbow.

"All we have to do is show them how great it is to have friends before Princess Celestia arrives." said Twilight.

"That is a monumental task." noted Sunset concerned.

"Now, who read the seven - volume cross - indexed history of Yakyakistan I recommended?" asked Twilight.

"Um...I-I had a thing." said Rainbow.

"I can't lie to you, I fell asleep after a few chapters." confessed Sunset.

"I did! I did!" declared pinkie, hoping up and down.

"That's good." sighed Sunset in relief.

"Did you know they live so far north of the Crystal Empire that it's cold all the time?" asked Pinkie.

Pinkie grabbed the mane of Fluttershy and wrapped it around her.

"Yaks have yak fur to keep them warm." added Pinkie excitedly.

"Pretty sure that's what all fur is for, Pinkie Pie." noted Applejack.

Pinkie popped out of AJ's stetson.

"I know! Yaks are so cool!" exclaimed Pinkie.

Applejack was so surprised by Pinkie popping out of her hat that she dropped her hammer which broke the vase Rarity was fixing.

"Pinkie Pie, can you show them around town?" asked Twilight.

Pinkie and Applejack came down while Rarity tried to piece the vase back together.

"I know you have to plan the friendship party too, but it would really help if you make them feel welcome." added Twilight.

"If anyone can woo the yaks, it's you." said Sunset.

"Don't worry. They'll be in good hooves with me." said Pinkie.

"Remember, we want to make sure Equestria feels like home. That means doing everything we can to make this place feel like Yakyakistan." noted Twilight.

"No problem!" declared Pinkie.

"Good. Let's get out there and make some new friends!" exclaimed Twilight.

So the girls began trying to woo the yaks. Applejack and Pinkie offered the Apple family barn to the yaks complete with hay bed. But, it wasn't yak hay so the yaks trashed the barn. Fluttershy put fake horns on the latter's animals friends. But, the yaks found out the where fake and trashed the picnic. Luckily, Fluttershy saved her animal friends. Rarity planned on making clothes for the yaks...until they ate her fabric. But, it wasn't yak fabric so they trashed the boutique. Rainbow caused it to snow, but it wasn't yak snow so they trashed it. The girls gathered at the castle.

"Y'know...it's going okay." said Applejack.

"You've never been a good liar to please don't try and start now." groaned Sunset.

"Satisfactory, I'd say." said Rarity.

"Really?" asked Sunset flatly.

"It could be better." admitted Rainbow Dash.

"It's not going very good." whispered Fluttershy.

"It's a disaster!" declared Pinkie.

"Yup." confirmed Sunset flatly.

"Pinkie Pie, tonight's Yakyakistan theme party is more important than ever!" declared Pinkie, "You can make them forget about this afternoon, right?"

Twilight was sweating while the others looked at Pinkie hopeful.

"Because if it's not perfect they're going to smash everything! And I'm not sure how much more smashing this visit can take!" cried Twilight.

Pinkie was trying to hide now.

"I definitely will! I think. Maybe..." replied Pinkie unsure.

"You're the best gosh darn party planner in Equestria." said Applejack.

"You'll show 'em a good time!" declared Rainbow.

"You can do it!" declared Fluttershy.

"We have the utmost confidence in your abilities, Pinkie Pie." said Rarity.

"Pinkie, we hate to put so much pressure on you. But, right now we need you." said Twilight.

"It's going to be my most happy - tacular party every! I hope!" cried Pinkie.

Pinkie's eyes darted back and forth.

"Why are you eyes darting around like that?" asked Rainbow.

"It's what I do when I'm not nervous!" laughed Pinkie nervous.

"Oh Celestia." groaned Sunset.

Twilight walked over to Pinkie Pie.

"Pinkie Pie, I don't know what we'd do without you." said Twilight.

"Me either! Gotta go!" screamed Pinkie.

Pinkie Pie took off leaving the others worried. Twilight brought the yaks to Sugar Cube Corner to check on the cake. However, they found Pinkie Pie was MIA and began looking for her. But, there where unable to find Pinkie. The yaks declared there was too much vanilla extract and trashed Sugar Cube Corner. The girls decided to distract the yaks until they could find Pinkie. Twilight had Spike play the piano and it seemed to work.

"This is going well." whispered Sunset hopeful.

"When Twilight told me to stall - I - I mean, entertain you, I thought there's no way..." began Spike.

Alas, Spike stopped playing the piano.

"Huh?" asked the yaks.

The yaks pulled the back off revealing it was a player piano.

"Spike!" cried Twilight.

"Dammit!" cried Sunset.

"Piano play its self?! Music a lie!" exclaimed Prince Rutherford.

The yaks destroyed the piano.

"We demand party! Party now or yaks no friends!" declared Prince Rutherford.

"No! Just a little longer!" begged Twilight.

"No more longer! We leave now! Yak go to train, return with more yaks! We declare war!" declared Prince Rutherford.

The yaks departed leaving the girls panicked. Fluttershy, Rarity, Applejack and Rainbow tried to plan their own party. But, it was less an a success. The girls began searching Pinkie's room for any sign of her or where she might have gone. They found nothing and where worrying.

"How can she be so late to he party? This isn't like her." said Twilight uneasy.

"I'm sure she's trying her best." said Fluttershy.

"She's tougher than she looks." added Rainbow.

"I know you're right...but, I wish she was here. I put too much pressure on her. I let everypony down. And Princess Celestia will be here any minute and I haven't made new friends. I've made new enemies." lamented Twilight.

Twilight rested her head on the banister opening a trap door which the girls fell through.

"Uh, is everypony alright?" asked Twilight.

The girls where in total darkness.

"I can't tell if my eyes are opened or close." answered Fluttershy anxiously.

"I think I can see a bit." said Rainbow.

Rainbow trying flying, but crashed into something.

"Nope." said Rainbow.

The lights turned on revealing a party planning cave. Applejack walked over to a file cabinet.

"Look at these! Pinkie Pie's made files for everypony in town!" declared Applejack.

"With exactly what kind of parties we like." said Fluttershy.

"Pinkie Pie has a secret party planning cave! How cool is that?!" asked Rainbow amazed.

"How?!" asked Sunset stunned.

"It's Pinkie Pie. Don't question it." said Rainbow.

Sunset groaned.

"Come on, it's not like she's secretly carving ponies up and turning them into cupcakes." said Rainbow.

The others gave Rainbow a worried look.

"What?" asked Rainbow confused.

"That was rather specific darling." answered Rarity uneasy.

"Whatever." shrugged Rainbow.

"Twilight Sparkle likes vanilla ice cream, red balloons, dancing..." began Fluttershy.

"That's right!" declared Twilight amazed.

"But she's afraid of quesadillas." concluded Fluttershy.

"No I'm not! They're just so...cheesy." replied Twilight shuttering.

"I've gotta remember that." muttered Sunset smirking.

Little did the girls know, but Pinkie had returned from Yakyakistan...by accident. The party planner was upset until she heard her friends talking. Pinkie slipped into the cave and listened to her friends.

"I just wish Pinkie Pie was here so we could tell her how much we appreciate her hard work." said Rarity.

"Thank you! Thank you! I love you too! All of you!" sobbed Pinkie.

"You're back!" cried Twilight happily.

Pinkie hugged the Princess of Friendship.

"I tried going to Yakyakistan so I could bring something back for my party. But, at the last second I made a mistake." explained Pinkie.

The party planner let out a sigh.

"I worked hard on this party than any party before. But I'm still just a big failure." lamented Pinkie sadly.

"Pinkie Pie, you're not a failure." said Twilight.

"What matter is how hard you tried." said Fluttershy.

"Who else would have gone all across Equestria to plan one party?" asked Rainbow.

Pinkie thought this over.

"You know...the trip was really hard. But everypony I met along the way was so helpful. I just wish the yaks could see how friendly and wonderful and great Equestria is." replied Pinkie.

A idea suddenly struck the party planner.

"I just got the best party idea ever!" declared Pinkie excitedly.

"It's too late. The yaks left on the last train." revealed Twilight.

"Oh, no they didn't Trust me! There are a whole lot of sheep out there!" exclaimed Pinkie.

Pinkie hopped on the slide and went up in reverse nearly breaking Sunset Shimmer by doing so.

"So, um, do we walk back up the slide or...or what?" asked Fluttershy dryly.

After the others girls left, the followed Pinkie. Sure enough, a herd of grazing sheep blocked the line halting the trains. Pinkie got the yaks to come back to Ponyville and the party was on. Luckily, it was a big hit and yaks where having fun. Princess Celestia arrived and Twilight hoped she wouldn't learn about nearly causing a war with the yaks earlier. However, Sunset Shimmer couldn't shake the feeling she knew.

"Wow Pinkie, this came together quick. Even for you." said Twilight impressed.

"What can I say? I'm good at what I do." replied Pinkie.

Pinkie went over to the prince.

"Prince Rutherford, every time we tried to make something in Equestria feel like Yakyakistan, we couldn't get it right. When I got back from my adventure, I realized something. We shouldn't try to make Equestria feel more like your home. We should try to make you feel at home in Equestria. And that means showing you why we love it here, so you'll love it too." explained Pinkie.

"Pink pony work hard to make yaks feel at home. Now yaks happy. No declare war." said Rutherford.

Twilight let out a sigh of relief, but then shot a smile to Princess Celestia.

"Ponies and yaks...friends." said Rutherford.

"For a thousand moons?" asked Pinkie hopeful.

"For a thousand moons!" answered Rutherford jubilant.

Everypony cheered. After the party, Prince Rutherford and the yaks went to Canterlot with Princess Celestia. There, Rutherford signed a treaty between Canterlot and Yakyakistan. This included helping each other during conflict. Rutherford knew of Starlight Glimmer and agreed to help in case of an Equalist uprising. This was great news to everypony. That is, everypony except for Starlight Glimmer.

"I can't believe the yaks agreed to help those cutie marked elitists!" cried Starlight.

Starlight Glimmer ranted while walking back and forth.

"It's bad enough we have to deal with one threat. Now they've doubled!" cried Starlight.

"I don't get why the yaks would help since they don't have cutie marks." said Double Diamond.

"Those cutie marked elitists must have duped them." sighed Starlight.

"If only there was a way to keep undo this." said Double Diamond.

Starlight Glimmer smiled a devious smile.

"Or a way to not only rip them apart, but led them to war. A war that would leave Equestria even more vulnerable." said Starlight.

Starlight laughed.

"Attention everypony!" called Starlight.

The other Equalists would gather around Starlight.

"As you know, Yakyakistan has proven the lack of moral fibers by allying with the elitists who want to crush our mission." began Starlight.

The other Equalists, save Party Favor, booed.

"So...we have no choice but to take a drastic measure." said Starlight.

The other Equalists, save Party Favor, nodded.

"We will assassinate Prince Rutherford!" declared Starlight.

Author's Note

A/N: That's where we'll end for now. So, the yaks formed their alliance with Equestria. However, Starlight isn't going to stand for it. Next time, the Equalists try to assassinate Prince Rutherford. Please review.

Chapter 11

The Equalists where lined up. Most stood erect and at the ready. Party Favor tried to follow, but he felt his heart racing. Finally, Starlight Glimmer arrived with Double Diamond behind her.

"As you know, Yakyakistan has sold out to the elitists and formed an alliance." began Starlight.

The Equalists jeered minus Party Favor. Starlight and Double Diamond spotted this.

"We must keep this alliance from happening!" declared Starlight.

The Equalists cheered minus Party Favor. Starlight and Diamond Double watched his reaction...or lack of one.

"We have devised a plan to assassinate Prince Rutherford." revealed Starlight.

Starlight Glimmer nodded toward Double Diamond.

"The yaks are still in Canterlot having extended their stay. This will be the fatal flaw. We will put a team together and send them to Galloping Gorge." began Double Diamond.

Double Diamond kept an eye on Party Favor who was trying to stay calm.

"There, our team will ambush the yaks and kill Prince Rutherford." concluded Double Diamond.

"Thank you Lieutenant." said Starlight.

Starlight Glimmer turned her focus back to the crowd.

"The death of Prince Rutherford will anger the yaks driving a wedge between them and Equestria." said Starlight.

"This is nuts." thought Party Favor worried.

"Honestly, we're doing them a favor." said Starlight.

Starlight began sadly shaking her head.

"Monarchy is an elitist system that puts two ponies over everyone else." said Starlight flatly.

Starlight beamed a wide smile.

"But that will all end after our revolution!" declared Starlight.

The Equalists cheered, save for Party Favor who gulped.

"I'm so thrilled you're on my side everypony!" declared Starlight.

Party Favor couldn't help but feel that was directed toward him.

"Now I will need to ponies to volunteer for this mission." noted Starlight.

Party Favor gulped again.

"Now then..." began Starlight.

Starlight began looking over the crowd.

"Trouble Shoes. You're strength will come in handy against the yaks. I would like you to be part of the hit team." said Starlight.

Trouble Shoes happily came forward.

"Thank you Comrade Glimmer!" exclaimed Trouble Shoes.

As Starlight began looking over the crowd, Party Favor tried to hide.

"Cherry Jubilee, you will be party of the hit squad." said Starlight.

Cherry Jubilee happily came forward.

"Thank you Comrade Glimmer!" exclaimed Cherry Jubilee.

Starlight Glimmer turned and locked eyes with Party Favor.

"Party Favor, you will be the final member of the hit squad." said Starlight.

"Me, ma'am?" asked Party Favor meekly.

"After your independent streak, we must make sure you are still our friend." replied Starlight.

Starlight Glimmer squinted her eyes.

"You are still our friend, right?" asked Starlight.

All eyes where on Party Favor who squirmed where he stood.

"Yes ma'am." answered Party Favor.

Party Favor stepped forward defeated.

"Our plan is simple. Party Favor will fire a beam of magic which will destroy the track and cause the train to derail. When it does, you three attack it and kill Rutherford." said Starlight.

Starlight used her magic to give Cherry Jubilee a sword.

"Understood Starlight Glimmer." replied Cherry Jubilee, in a monotone voice.

"We don't want to make things too complex." noted Starlight.

Starlight adopted a serious demeanor.

"I feel it is safe to say that failure is not an option." stated Starlight firmly.

"We hear and obey!" declared the three assassins.

"Good." replied Starlight please, "One more thing..."

Starlight turned to Party Favor.

"Party Favor will deliver the killing blow to Rutherford." ordered Starlight.

Meanwhile, a sense of relief washed over Equestria. Yes, the Equalists where still free and abducting ponies. However, their alliance with the yaks provided extra security. In Ponyville, confidence in a victory over the Equalists was stronger than ever. However, one was pony was still unsure. Twilight Sparkle sat on her throne deep in thought. She worried about their new alliance and whether or not it would be enough to defeat Starlight.

"I thought I'd find you here." said Sunset.

Twilight snapped her head and spotted her marefriend.

"I'm just thinking." said Twilight.

Sunset reached where Twilight was.

"Let me guess...it's about Starlight Glimmer." said Sunset.

Twilight chuckled.

"Yes." confirmed Twilight.

"We have the yaks allied with us now. That's a big help." said Sunset.

Twilight let out a sigh.

"Everypony acts like all of our problems are over. I don't buy it." explained Twilight.

"Well, we're have to play it by ear." said Sunset.

"I guess so." mused Twilight worried.

Suddenly, the doors flung open and Pinkie Pie burst in.

"There you are! We need to go!" cried Pinkie.

"Huh?" asked Sunset confused.

"We have to go right now!" cried Pinkie.

"Go where?" asked Sunset, more confused.

"To save Prince Rutherford." answered Pinkie.

"What's wrong with Prince Rutherford?" asked Twilight worried.

"The Equalists are going to assassinate him to trigger a war between Equestria and Yakyakistan!" answered Pinkie urgently.

"How do you know this?" asked Sunset surprised.

"Brony4Ever1992 said so at the start of the chapter." answered Pinkie.

"I've learned to trust Pinkie in these type of cases." said Twilight.

Twilight could still remember Derpy dropping a piano her head.

"Come on." said Twilight firmly.

The three left the castle and rounded up the others. They hoped the train to Canterlot. On the train ride, Pinkie tried to explain how I revealed the Equalists would try to assassinate Prince Rutherford last chapter and planned it out earlier in this chapter. However, they decided to follow the time honored rule of "It's Pinkie Pie, don't question it" and just go with what she was saying. They arrived convinced Prince Rutherford to let them escort him and the other yaks to the Crystal Empire as an act of friendship.

"Well, nothing yet." noted Applejack.

"This is boring." groaned Rainbow Dash.

"Just you wait." said Pinkie Pie.

"Darling, are you sure something is going to happen?" asked Rarity skeptical.

"It's gonna happen." answered Pinkie.

"I hope not." said Fluttershy meekly.

"Ponies sure nothing happen to yaks?" asked Rutherford.

"Don't worry." answered Pinkie reassuring.

Sunset noted Twilight sitting sternly.

"How are you doing?" asked Sunset.

"I've been better." answered Twilight bluntly.

"We don't know anything is going to happen." said Sunset.

"Don't doubt Pinkie Pie." replied Twilight.

"If anything happens, we'll all be here." noted Sunset.

Twilight meekly smiled.

"Thanks." said Twilight.

Meanwhile, the three Equalist assassins where laying in ambush.

"The train should be sure." said Cherry Jubilee happily.

"Comrade Glimmer is going to be so proud of us." said Trouble Shoes happily.

Party Favor was less excited.

"I can't believe I'm doing this." thought Party Favor.

They spotted the train.

"Derail it." said Cherry Jubilee giddy.

Party Favor gulped.

"Celestia forgive me." whispered Party Favor.

Party Favor fired a volley of magic which blew up part of the track. The group inside heard the blast.

"What was that?" asked Rarity worried.

The engineer was unable to stop in time and the train derailed. Luckily, Twilight used her magic to shield all of the ponies in the carriage.

"Let's go!" cried Cherry Jubilee.

"For equality!" cried Trouble Shoes.

The Equalists charged the train.

"Is everypony okay?" asked Sunset worried.

They all replied they where.

"I wasn't able to help the engineer." noted Twilight worried.

"We have a bigger problem!" noted Rainbow worried.

The ponies spotted three figures charging.

"Pinkie and Rarity, protect the yaks. Fluttershy and Twilight, check on the engineer. Applejack, Rainbow and I will deal with our guests." said Sunset.

"Awesome!" exclaimed Rainbow excited.

Everypony jumped into action. Pinkie and Rarity got in front of the yaks.

Fluttershy and Twilight spotted the engineer on the ground after jumping off the train. He was shaken, but okay.

Sunset, Rainbow and Applejack ran out only to be surprised by who was attacking.

"Trouble Shoes! Cheery Jubilee!" cried Applejack in horror.

"And there's that unicorn who sided with Starlight." said Rainbow angrily.

"I think it's safe to say Pinkie was right." sighed Sunset.

"Starlight said there'd be only the yaks!" cried Party Favor, freaking out.

"We don't want to fight y'all!" declared Applejack.

"Please let us help you break free of Starlight." added Sunset.

Party Favor knew part of him wanted to take them up on this offer.

"We will never abandon Comrade Glimmer." stated Trouble Shoes.

Rainbow Dash smirked.

"Butt kicking time." said Rainbow eagerly.

"Y'all know they're under her control. We just can't whoopin' them when they're bein' force to do this." replied Applejack.

Suddenly, the carriage door was sent flying and a herd of angry yaks came out.

"Oh crap." gasped Sunset.

The yaks set their sights on the Equalists.

"YAKS ANGRY AT BEING ATTACKED!" exclaimed Rutherford furious.

"Your highness..." began Applejack.

"How are they not hurt?" asked Cherry Jubilee surprised.

"PONIES PROTECT YAKS!" cried Rutherford.

Party Favor felt his legs wobble.

"YAKS GET JUSTICE FOR ATTACK!" screamed Rutherford.

The enraged yaks began charging the Equalists.

"Run away!" cried Party favor horrified.

The Equalists began to flee with the yaks behind them.

"The yaks are going to kill them!" cried Applejack worried.

Sunset Shimmer thought fast and fired a powerful beam of magic. It hit the ground in front of the yaks leaving a crater behind. Luckily, it also allowed the Equalists to escape.

"WHY PONY DO THAT?!" asked Rutherford enraged.

"I was aiming for the assassins and missed. Sorry." said Sunset.

A tense moment passed as Sunset prayed the yaks bought her lie.

"Yaks understand pony trying to help." said Rutherford.

Sunset let out a sigh of relief as the other returned.

"Are you okay prince?" asked Pinkie worried.

"Pink pony no need to worry. Yaks strong. Can survive attack like that. Yaks not hurt." answered Rutherford.

"I'm sorry this happened." said Twilight.

"Yaks know it not your fault. Yaks glad you here to help. Friendship between ponies and yaks stronger than ever!" replied Rutherford.

The ponies let out a sigh of relief while Sunset leaned over to Twilight.

"I guess you where right about trust Pinkie." admitted Sunset.

Twilight tried to stay calm. However, she was anything but.

"I wish I wasn't." whispered Twilight.

Word spread of the attack. Prince Rutherford would continue to praise the ponies who helped him. The three Equalist assassins returned back to their comrades in the Macintosh Hills. They found Starlight Glimmer furious that her plan backfired. The three got dirty looks form the other Equalist members and tried to stay discrete. However, Double Diamond spotted the trio and called them out. The caused Starlight Glimmer to march over to them angrily.

"Tell me what in Tartarus happened!" demanded Starlight furious.

Trouble Shoes and Cherry Jubilee hung their heads in shame while Party Favor adverted his gaze.

"Party Favor, tell me what happened." said Starlight coldly.

"Those seven ponies where there! The ones from the village! They protected the yaks and would threaten us! The the yaks chased us and we ran away!" cried Party Favor terrified.

Trouble Shoes...this is true?" asked Starlight bluntly.

Yes ma'am." answered Trouble Shoes.

"Cherry Jubilee, did Party Favor do anything out of the ordinary?" asked Starlight.

"No ma'am. He derailed the train and joined in the attack with us." answered Cherry Jubilee.

Starlight mused this over.

"Okay Party Favor...it was not your fault." said Starlight.

Party Favor felt a tidal wave of relief sweep over him.

"Those damn seven. They keep messing with my plans." said Starlight bitterly.

Starlight thought for a minute.

"I know what I am going to do." said Starlight, with a sinister smile.

Author's Note

A/N: That's where this chapter ends. I hope the explanation for the Mane 7 going with the yaks was sufficient. I thought it'd be fun to have Pinkie break the fourth wall and acknowledge this was a fanfic. Next time, it's "Amending Fences" plus the return of Sugar Belle and Night Glider. Please review.

Chapter 12

It was a calm day in Ponyville. At her castle, Princess Twilight Sparkle was relaxing with a good book. This was on the advice of her marefriend Sunset Shimmer. Spike stood at the sink washing and drying dishes. Sunset was sitting next to Twilight for support while putting the dishes away with her magic.

"You know what the worst thing about you being the Princess of Friendship is?" asked Spike.

"Tell us." answered Sunset.

"The dishes." revealed Spike.

Sunset snickered.

"Thanks for taking care of that Spike. After all the stuff that's happened, I really needed to relax with a good book." said Twilight.

"Told ya." said Sunset, in a sing - song tone.

Sunset kissed Twilight on the cheek.

"It's kinda funny, isn't it? All these ponies coming to you about friendship." mused Spike.

"What's funny about that?" asked Twilight surprised.

"You know, 'cause you used to be famous for being a bad friend." answered Spike matter - of - fact.

Sunset Shimmer quickly shot Spike an annoyed look.

"I had good friends in Canterlot." said Twilight.

"Well, I seem to remember you being a shut - in who rarely spent time with other ponies." noted Spike.

Twilight could not ignore the horrifying reality staring her in the face.

"This is a disaster! All my old friends! I can't remember any of their names right now!" ranted Twilight, "But, do you think they think I'm a bad friend?!"

Sunset wrapped her foreleg around Twilight.

"Calm down. Deep breath Twilight." said Sunset.

Twilight stopped and began taking deep breaths.

"I wasn't exactly the most friend pony either. Of course, I was a bitch who put other ponies down." said Sunset.

"And friendship turned you around!" exclaimed Twilight anxious.

"Oh crap." sighed Sunset.

"Well, I only meant you've come so far." said Spike, "You're a great friend now and-"

"Oh, I feel terrible! I've got to make it up to them! Pack a bag, Spike! We're going to Canterlot!" declared Twilight.

Twilight turned to leave, but stopped.

"And make a list of my friends names." requested Twilight.

"Me and my big mouth." groaned Spike.

The three packed up and left. Sunset put a notice outside the castle saying they'd be in Canterlot if anything happened. The three hoped onto the train and made their way to the capital. Once in Canterlot, they stayed at the palace. The next morning, they went to visit the tower where Twilight and Spike lived before moving to Ponyville. Twilight knocked and Sugar Belle answered.

"Hello you guys." said Sugar Belle.

The three came in while Night Glider flew down.

"What brings you here?" asked Night Glider.

"We wanted to see how you where doing." answered Sunset.

"You wouldn't happen to be visiting because Starlight tried to kill Prince Rutherford, would you?" asked Night Glider firmly.

"Kinda." answered Twilight meekly.

"Oh man." groaned Sugar Belle.

"They're nowhere near Canterlot." said Sunset.

Spike looked around.

"Man, this place looks good." stated Spike.

"It was messy before we cleaned it up." said Night Glider.

"I left it a mess...like my friendships." mused Twilight sadly.

Sunset would hug her marefriend.

"We also found this." noted Sugar Belle.

Sugar Belle used her magic to bring a torn up teddy bear.

"That was my gift for Moon Dancer. I guess she won't need it now." said Spike.

The trio from Ponyville stayed for a little while longer. Once they left, they headed to the home of Minuette. Twilight could not hide her anxiety as she walked. Finally, they arrived at their destination. Twilight gulped and knocked on the door.

"Uh, it's not too late to to forget I opened my big mouth." said Spike.

"No, Spike, I'm glad you opened your big mouth." replied Twilight.

Sunset Shimmer snickered at this.

"These ponies have probably been suffering since I left. Wondering why their supposed friend would treat them so bad!" cried Twilight.

Suddenly, the door opened and Minuette appeared.

"Twilight Sparkle!" cried Minuette joyous.

Minuette laughed.

"You old so - and - so! What are you doing here?" asked Minuette excited.

Minuette noticed the baby dragon and other unicorn.

"Hey Spike!" called Minuette.

Minuette jumped down.

"Look at these wings huh?" asked Minuette.

Minuette giggled and used her magic to hand Spike a camera.

"Grab a picture of me and the princess, will ya." requested Minuette.

"She's real torn up." said Sunset sarcastic.

"I tried telling my co - workers we used to be friends way back when! But, they've never believed me!" declared Minuette.

Spike aimed the camera.

"Wait - wait - wait! Really fluff them up, huh?" requested Minuette.

Spike zoomed and snapped the picture.

"Oh, you must Sunset Shimmer. Nice to meet you." said Minuette.

"Same." replied Sunset.

"So, what are you doing here Twilight?" asked Minuette.

Twilight winced a bit.

"I mean, I know you're here all the time, but you never come to see me." added Minuette.

Twilight felt guilt building up.

"Hey! I just had the greatest idea!" declared Minuette, "You wanna go see Lemon Hearts and Twinkleshine?"

"Of course! My old friends!" answered Twilight excited.

"That's great! Come on, let's fly!" exclaimed Minuette, "Get it?"

Minuette started heading off.

"This is perfect! I can apologize to them all at the same time!" cried Twilight happily.

"Let's hope they're not as traumatized as Minuette." replied Spike sarcastic.

The four left. Minuette would quickly get in touch with Lemon Hearts and Twinkleshine. They went to Donut Joe's and they began eating. After defeating Tirek, Joe rescinded the Twilight ban. Minuette, Lemon Hearts and Twinkleshine began talking about when they heard Twilight was a princesses.

"We where thrilled to hear you where crowned Princess of Friendship!" exclaimed Minuette.

"We saw you at the coronation. That was some shindig." added Twinkleshine.

"You did?" asked Twilight feeling guilty.

"Sure! We see you all the time!" answered Twinkleshine.

"I do remember see your faces in the crowd." noted Sunset.

"See." said Lemon Hearts.

"You remember our old friend Lyra?" asked Minuette, "She lives in Ponyville too."

"We've talked with her." replied Sunset.

"We're always over there visiting her. Or she's coming over here!" said Minuette.

Minuette giggled.

"We've thought about asking you to join us from time to time. But, we figured you just moved on." explained Minuette.

"Oh." said Twilight guilty.

A awkward silence followed until Lemon Hearts cleared her throat.

"So, what brings you by anyway?" asked Lemon Hearts curious, "All these time you've come to Canterlot, you've never had doughnuts with us."

"Well, uh, you see..." began Twilight.

Twilight took a deep breath as Sunset gave her a nod.

"I came to apologize." revealed Twilight.

Minuette swallowed the doughnut she was eating.

"For what?" asked Minuette.

"Before I left Canterlot, I didn't really appreciate my friends. And that's because I didn't know how important friendship was. But I've learned so much since I moved to Ponyville. I learned what it means to be a good friend and I certainly wasn't one. So, for all pain I caused you, I am truly sorry." explained Twilight sadly.

Minuette, Lemon Hearts and Twinkleshine laughed.

"Oh, come on, Twilight! Sure, it might have stung a bit when you ran off to Ponyville without saying goodbye, but it's not like we weren't used to that from you!" began Minuette.

"Yeah, we didn't take it personally." added Twinkleshine.

"But it's really good to see you know." concluded Lemon Hearts.

"See, everything worked out." noted Sunset.

"Yeah. Thanks for the support." sighed Twilight in relief.

Lemon Hearts proposed a little blast from the past. The girls finished eating and departed. Spike came with them. Minuette, Twinkleshine and Lemon Hearts brought Twilight (and Sunset) to the Celestia's School for Gifted Unicorns science lab. Minuette, Twinkleshine and Lemon Hearts recalled the time that Lemon Hearts got her head stuck in a beaker. However, Twilight recalled another familiar face in Moon Dancer. Minuette, Twinkleshine and Lemon Hearts noted they lost touch with her and so the group went to her home.

"I'm sure this place as seen better days." mused Sunset, looking at the rundown house.

Twilight knocked and would put a hole in the door by accident. Moon Dancer then opened it.

"Moon Dancer..." began Twilight.

"What do you want?" asked Moon Dancer annoyed, "I'm trying to study."

"It's us! Your old friends!" declared Twilight.

Moon Dancer simply groaned and shut the door.

"That's old Moon Dancer, all right. She always did like her books." noted Minuette, "Hey! Kinda like you used to be, huh?"

"Exactly how I used to be." said Twilight worried.

The group stayed in Canterlot with Twilight determined to talk with Moon Dancer. They observed Moon Dancer while hiding. Moon Dancer only went to the library and back home. She never went anywhere else. After three days, they again watched Moon Dancer enter the library. Spike was getting annoyed.

"Nopony looks at her or says hello or even smiles at her." noted Twilight concerned, "Was she always like this?"

"Well, she was always a little shy. But for a while there, she was really starting to come out of her shell." answered Minuette.

"Sounds like another pony I know." thought Sunset.

"Remember when she threw that little get together?" asked Minuette.

Twilight could only shrug embarrassed.

"Oh, right. I think you might have been busy that day." mused Minuette.

"When was it?" asked Sunset.

Minuette thought.

"I think it was when you moved to Ponyville." answered Minuette.

"When Princess Celestia sent me there right before Nightmare Moon returned." realized Twilight.

"Thought she might finally be coming out of her shell with that party. We invited her out a few times after that. But, she was always too busy. So, eventually, we just stopped asking." explained Minuette.

"I had no idea that party was so important to her." said Twilight.

Twilight jumped up.

"I've got to make it up to her!" declared Twilight.

Twilight entered the library and spotted Moon Dancer reading and taking notes. Twilight made her move.

"Oh, my gosh! Moon Dancer?!" exclaimed Twilight, "Is that-"

The other ponies in the library shushed Twilight.

Twilight raced off, but would sneak right back.

"Moon Dancer, can I talk to you-" began Twilight.

Moon Dancer cut Twilight off by shushing her, but noticed there was a barrier around them.

"What is this?" asked Moon Dancer surprised.

"Eh, a bubble of silence. We haven't talked for a while and I thought it might be nice to catch up." explained Twilight.

"For what purpose?" asked Moon Dancer angered.

"Because we're friends." answered Twilight.

Moon Dancer popped the bubble getting another round of shushes from the other ponies in the library. Twilight walked off, but when Moon Dancer pulled another book off the shelf, there she was.

"I'm really sorry to bother you. I was just hoping we could outside and talk for a bit." said Twilight.

Moon Dancer returned the book and walked away. She sat down and began flipping through another book.

"I'm sorry I skipped your party." said Twilight, now in the book.

Moon Dancer let out a surprised shriek. She slammed the book shut while the other ponies would shush her.

"Why won't you leave me alone?" asked Moon Dancer frustrated, "You've got the wrong pony."

Moon Dancer opened the book back up.

"I don't have parties!" declared Moon Dancer, in a hushed tone.

"You did once. And I was so caught up in my own studying that I didn't take your feelings into account." replied Twilight.

"Look Twilight Sparkle. I just need to be alone so I can study without some crazy pony trying to make friends, all right?" asked Mon Dancer.

"Fine." said Twilight flatly.

"How did you get into my book?" asked Moon Dancer curious.

Twilight smirked and finally got Moon Dancer to come with her. They went outside to find Sunset waiting.

"Minuette and Spike got tired of waiting." said Sunset.

"This is my marefriend Sunset Shimmer. This is Moon Dancer." said Twilight.

"I remember you from Sombra's invasion." noted Moon Dancer.

Twilight winced at this.

"That's a touchy subject for her." noted Sunset.

Moon Dancer showed actual concern for Twilight. They began walking and talking when Moon Dancer again asked about the spell Twilight used to get into her book.

"I've been studying a new studying technique. I can only do it for a few minutes, but you'd be amazed at what you can pick up when you're actually in a book!" explained Twilight.

"It's one of Hayscartes' methods." noted Moon Dancer.

"You know Hayscartes?" asked Twilight.

"Of course. He's a genius." answered Moon Dancer.

"I have a copy of his Treatise on Ponies, you know." stated Twilight.

The three arrived at the tower and Sugar Belle let them in.

"You two both have equal sign cutie marks." noted Moon Dancer concerned.

"We escaped from Starlight Glimmer, but weren't able to get our cutie marks back." revealed Sugar Belle sadly.

"It's okay." said Night Glider.

Moon Dancer began looking around.

"What is this place?" asked Moon Dancer.

"This is where I used to live." answered Twilight.

Moon Dancer began looking around.

"You mean, I never had you over here?" asked Twilight.

Sunset quietly explained the situation to the two ex - Equalists.

"Wow! A first edition of Principles of Magic!" exclaimed Moon Dancer.

The unicorn took a moment to think then looked back.

"Hey, did't I give this to you?" asked Moon Dancer.

"Maybe." answered Twilight unsure.

Moon Dancer opened the front of the back.

"I did! Look, "I even wrote something in it." noted Moon Dancer, "To my friend Twilight Sparkle. Thanks to introducing me to the classics."

Moon Dancer shut the book.

"I can see by the fact you left it here that it meant a lot to you." said Moon Dancer bitterly.

"I didn't come here for even more poignant reminders of what a bad friend I was." began Twilight.

Twilight walked over to Moon Dancer.

"I brought you here to tell you that you can come here to your heart's content." said Twilight.

Twilight looked at the two former Equalists.

"If that's okay with you two." added Twilight.

"Fine by us." said Sugar Belle.

"We don't exactly plan on living here all our lives anyway." added Night Glider.

"But, first you have to do something for me." said Twilight.

Moon Dancer raised her eyebrow in suspicion.

"What?" asked Moon Dancer suspicious.

"Have dinner with our old friends tonight." answered Twilight.

"I can't. I'm reorganizing my biology scrolls tonight." replied Moon Dancer.

"I've been spending a lot of time with Minuette, Twinkleshine and Lemon Hearts since I returned. They really miss you." explained Twilight.

"Look! I already told you! The last thing I need is a bunch of ridiculous friend making keeping me from my studies!" declared Moon Dancer.

Moon Dancer began walking away.

"Moon Dancer, wait! A wise pony once taught me there's more to life than dusty old books!" declared Twilight.

"I'd try friendship and it's just not for me." replied Moon Dancer, "Now, if you'll excuse me..."

Twilight frantically scratched her head.

"What if I taught you Hayscartes' method." proposed twilight.

Moon Dancer relented and agreed. That night; Twilight, Moon Dancer, Sunset and Spike went to the restaurant. Sunset wanted to stay behind as not to interfere. Spike was against this and Twilight asked them to come for moral support. Minuette, Lemon Hearts and Twinkleshine where waiting. They eat and talked. None of them noticed they where being watched.

"So, uh, what are you studying these days?" asked Minuette.

"Science, magic, history, economics, pottery. Things like that." answered Moon Dancer flatly.

"Yowza! You planning on being a professor or something?" asked Minuette.

"No." answered Moon Dancer flatly.

"So...you're just studying." said Minuette.

"Can I go now?" asked Moon Dancer flatly.

"Moon Dancer, please." said Twilight worried.

"It's all right Twilight. We're having a good time." replied Minuette.

Minuette turned to her other two friends.

"Right?" asked Minuette.

Lemon Hearts and Twinkleshine answered with unsure sounds.

"So, uh...Spike, tell Moon Dancer the story 'bout the time Twilight had to read a book about doing a sleepover!" requested Minuette.

"Slumber Party 101? I've read it." said Moon Dancer flatly.

Twilight chuckled nervously.

"Really? Well, um, did you know that Lemon Hearts here works at the Canterlot Palace?" asked Twilight.

Moon Dancer remained silent.

"That must be interesting." said Sunset.

"Uh, yeah. It's true. I do mostly big events mostly. State dinners, that sort of thing.

Everyone except Moon Dancer made awkward noises.

"Ugh!: groaned Moon Dancer.

Moon Dancer got up and left with Twilight following. Twilight caught Moon Dancer outside.

"Moon Dancer! You've got to give friendship a chance!" cried Twilight.

Moon Dancer moved Twilight out of the way with her magic.

"I gave friendship a chance a long time ago! It didn't work out then - it isn't going to work out now!" declared Moon Dancer.

Moon Dancer walked off.

"Twilight, are you alright?" asked Spike.

"No. No, I'm not." answered Twilight

Twilight began sadly walking away.

"Where are you going?" asked Spike worried.

"I don't know. I really messed this one up. That part was everything to her. I can only imagine how it must have felt when I didn't show up." explained Twilight guilty.

"If only there was a way to undo the damage." said Twilight sadly.

Sunset thought.

"I think I how what to do and who can help us do it."

Sunset explained the plan to Twilight and Spike. The three departed to put their plan into action. Minuette, Lemon Hearts and Twinkleshine finished up at the restaurant. The next day, Minuette headed to the tower. She knocked with Sugar Belle answering. Night Glider was right behind her.

"Have you seen Twilight?" asked Minuette.

"Not since yesterday." answered Sugar Belle.

"Must have gone back to Ponyville." replied Minuette.

The trio heard laughing.

"What in the world is that?" asked Night Glider.

They spotted Twilight flying with Pinkie and Sunset on her back while Spike clung to her tail. They crashed at the tower.

"That was awesome! We've got to go flying more often!" declared Pinkie.

Pinkie flew using her tail a helicopter. This left Sunset speechless.

"There you are! I thought you threw in the old towel and headed home!" laughed Mineutte.

"We did head home, but it wasn't to quit." said Sunset.

"We got our secret weapon." added Twilight.

Pinkie Pie returned.

"Hey! Pinkie Pie!" cried Minuette.

"Hey Minuette! You didn't tell me Minuette would be here!" cried Minuette.

Pinkie and Minuette hugged.

"You two know each other?" asked Twilight surprised.

"Don't question it." sighed Sunset.

"Oh, sure! She was one of Cadence's bridesmaids! We hang out all the time when she comes to Ponyville!" exclaimed Pinkie.

Pinkie elbowed Twilight.

"And you call yourself the Princess of Friendship!" laughed Pinkie.

Pinkie walked over to Minuette.

"Twilight and Sunset filled me in on the way over. We'll need fifteen bags of confetti and as many hooves as we can get." said Pinkie.

"Let's go! We can pass the doughnut place on the way over!" declared Minuette.

"And what are we going to do?" asked Spike.

"Just come with me." answered Twilight.

The girls put their plan into action. A party was put together and a trail of books was laid out to lure in Moon Dancer. Sure enough, this worked. As Moon Dancer got closer, Sunset had to resist the urge to say "Ooh, piece of candy" with every book she picked up. Finally, Moon Dancer arrived at the party. Moon Dancer dropped the books in surprise.

"What is this?" asked Moon Dancer surprised.

Twilight walked over.

"It's a party. For you." answered Twilight.

Minuette, Lemon Hearts and Twinkleshine came over while Sunset and Spike pushed a cake.

"Surprise!" cried Pinkie.

The energetic party planner exploded out of the cake. She put a hat on Moon Dancer's head and a party horn in her mouth.

"Come on in!" declared Twilight.

Moon Dancer spat the party horn out.

"Thanks but no thanks. I don't do parties." said Moon Dancer, removing the hat with her magic. Moon Dancer began walking away so Twilight would teleport in front of her.

"I know. And I think it's my fault. Back when we where in school together, you invited me to a party. I was so focused on my studies that I didn't show up." said Twilight.

"Big deal!" declared Moon Dancer annoyed.

"It was a big deal. And now that I realize how important friendship is, I'd like to make up for my mistake with a new party! A party in honor of my friend Moon Dancer!" explained Twilight.

Moon Dancer looked at the party out before her.

"Please, you've got to let me make this up to you." said Twilight.

Twilight used her magic to bring a stick over to hit the pinata. Moon Dancer took the stick.

"And you think this is going to do it, huh?" asked Moon Dancer.

Moon Dancer walked toward the pinata.

"Um, yes." answered Twilight nervous.

"Well, sure, why wouldn't it?" asked Moon Dancer sarcastic.

Moon Dancer hit the pinata.

"That was only the first time I put myself out there, and then you didn't show up!" declared Moon Dancer.

Moon Dancer pointed the stick at Twilight and turned to face her.

"Then you just left town without even saying goodbye even though we where supposed to be friends! I was humiliated! I felt like I wasn't important! I never wanted to be hurt like that again!" screamed Moon Dancer.

Moon Dancer pointed the stick at Minuette, Lemon Hearts and Twinkleshine.

"Those three finally convinced me that I had value! That other ponies might want to be my friend!" exclaimed Moon Dancer.

Moon Dancer pointed the stick at Twilight again.

"And you! Didn't! Show! Up!" cried Moon Dancer.

Moon Dancer ran off crying. Pinkie whispered to Spike while Twilight approached Moon Dancer.

"You're right. This party can't make up for the way that I hurt you. But, please don't let my mistake be the reason you can't be friends with anypony else. " said Twilight.

The other four unicorns present walked over.

"We were your friends then and we'd be honored to be your friends now." said Minuette.

"I'd be honored to be your friend too." said Sunset.

Moon Dancer cleared the tears from her eyes while Twilight pointed to a surprise.

"What? That's the librarian. The book seller. My sister." said Moon Dancer surprised.

"You've got a lot of friends Moon Dancer." noted Minuette.

Moon Dancer was getting emotional again.

"I'm sorry, Moon Dancer. I've faced magical creatures, the end of Equestria...even falling under the control of King Sombra. But seeing how my actions affected you, that was one of the worst feelings I've ever had." said Twilight.

"Thank you, Twilight. I never realized how much I needed to hear that." said Moon Dancer.

Moon Dancer was choked up.

"Now come on everypony, let's party!" declared Moon Dancer, "Right?"

The party would commence with everypony having a great time. As it neared its end, Sunset pulled Twilight aside.

"I just wanted to tell you how proud I am of you." said Sunset.

"It was nothing." replied Twilight blushing.

"Hey, you reached out and helped a pony you hadn't seen in years. You truly went above and beyond." said Sunset.

"It's not like I could travel back in time and fix my mistake." said Twilight anxious.

Sunset raised her eyebrow.

"I'm kidding. Let's get back to the party." said Twilight.

Sunset agreed much to the relief of Twilight.

Author's Note

A/N: That's where we'll end things for now. So, Twilight made amends with Moon Dancer and there's bit of obvious foreshadowing here. Next time, it's "Do Princess Dream of Magical Sheep?" plus a bit more. Please review.

Chapter 13

It was another day in Ponyville, there Mane 7 where all at Carousel Boutique taking part in a pet grooming day that Rarity put together. Alas, a lack of sleep led the Mane 7 to be more tired than usual. Well, Pinkie Pie was her energetic self. A tired Rarity poked Opal with her comb.

"Oh, my! Oh, I'm so sorry. I didn't get my normal beauty sleep last night." said Rarity.

Opal hissed at her owner.

"You know, I didn't sleep well either." noted Twilight.

"Same." sighed Sunset.

The others agreed with this.

"I'm totally beat too!" declared Pinkie, doing a cartwheel.

Winona let out a bark.

"Alright Winona, time for your brushing." said Applejack.

Applejack picked Gummy up by mistake who bit Winona's ear. Winona shook Gummy off and he landed on Owlowiscious who began flaying around.

"Oops. I guess I'm too plum tuckered out to do this right." said Applejack.

"I even went to bed early last night...but then I had a really strange nightmare." said Fluttershy.

"Me too!" declared the others.

"Uh, only, you know, I didn't think mine was that scary." said Rainbow, trying to hide it.

"Well, mine sure was." began Twilight, "There was this blue smoke monster..."

"And it caused Princess Luna to turn back into Nightmare Moon." said Sunset surprised.

"Exactly!" cried Twilight shocked.

"I dreamed about a blue smoke monster too." noted Fluttershy.

"Me too!" exclaimed Applejack, Pinkie Pie and Rarity in unison.

"So what? Probably just a coincidence." replied Rainbow.

"Somehow I seriously doubt that." said Sunset worried.

"I wonder why I didn't have that nightmare. I slept great!" declared Spike.

This got the baby dragon dirty looks from the others.

"So then, what could have given us all the same nightmare?" asked Rarity.

"I don't know, but I do know who might." answered Twilight.

Twilight turned to Spike.

"Spike, could you send a scroll to Princess Luna?" asked Twilight.

"Sure!" declared Spike.

Spike pulled out a scroll and quill.

"All set!" declared Spike.

"Dear Princess Luna, last night my friends and I all dreamed of a creature made of blue smoke. I'm sure your busy, but when you have the chance, please let me know if you have any idea what it could mean. Yours, Princess Twilight Sparkle." dictated Twilight yawing a few times.

Spike finished.

"You can leave out the yawns." said Twilight.

Spike scratched out the yawns and sent the letter.

"I wonder how long it will take for Princess Luna to get back to us." mused Sunset.

Suddenly, the door burst open and Princess Luna came in.

"Which of you saw the creature of blue smoke?" asked Luna worried.

"Wow. That was fast." said Fluttershy.

"We all did." answered Twilight.

"Not me!" declared Spike.

"We know!" exclaimed Rainbow, Rarity and Applejack annoyed.

"So you've encountered the smoke monster too?" asked Twilight.

"The Tantabus is a creature of my nightmares. It escaped from my slumbers yesterday." answered Luna, entering the boutique.

"But, how did it get into our?" asked Fluttershy worried.

"The Tantabus is like a parasite. My dreams must no longer be enough for it. Now it seeks others to infect and corrupt. If must have learned of you seven from seeing you in my dreams." explained Luna.

"So what you're saying is...you dreamed about all of them and not me." whimpered Spike.

"Ooh!" cried Sunset, hoping up and down.

The others gave her a confused look.

"Sorry. Lack of sleep." said Sunset embarrassed.

"So, Smoky gave us bad dreams. No biggie." shrugged Rainbow.

"I saw that Tantabus had grown more powerful, I did not realize that power was enough to enable it to escape my dreams." admitted Luna.

Luna felt her guilt growing.

"If its power grows, it could very well find a way to escape into the real world. It could turn all of Equestria into a living nightmare!" revealed Luna worried.

"Okay, okay, okay. I take it back! That sounds bad! Really bad!" exclaimed Rainbow horrified.

Princess Luna went into action. She gave the girls a set of instructions to follow and they carried them out. As they did, Luna got herself ready. That night, it was a time. The Mane 7 gathered for a sleepover at the castle. The most serious sleepover they'd ever had. The Mane 7 where all ready.

"We've prepared everything exactly as you as requested." noted Twilight.

"Good. As you seven slumber here, I will pursue the creature in two whichever of your dreams it infests." explained Luna.

The girls got into their beds.

"Ooh! It'll be like a princess sleepover!" cried Pinkie.

"Speaking of princesses, aren't you going to ask Princess Celestia for help?" asked Twilight.

"There is nothing my sister can do. She has no power in the realm of sleep. Only I can move from dream to dream. I am afraid no pony can help me tonight." said Luna mournfully.

Even us?" asked Applejack.

"Especially you. You have all suffered so much because of me. You only need to slumber while I hunt the Tantabus in your dreams." answered Luna.

Spike tugged on Luna's mane.

"I know you said no pony could help you, but I'm no pony! I'm going to stay up and watch over you guys just in case!" declared Spike.

The baby dragon hoped onto his bed.

"One good thing about not sleepin' last night - shouldn't be hard to fall asleep now." said Applejack.

Pinkie suddenly appeared in her bed.

"Are you kidding? This is so exciting I don't know how I'm ever going to-!" began Pinkie.

Pinkie suddenly conked out and Sunset moved her to her own bed with her magic. The girls soon fell asleep and Luna entered their dreams. First was Rarity's dreamed where Tantabus caused fabric to come alive and attack. Luna saved her and Tantabus fled. Next was Pinkie's dream where Tantabus caused cake to attack. Luna made the saved and continued following Tantabus. Next was Fluttershy's dream where Luna saved her from a giant Angel Bunny. The Applejack's dream where it ruined her harvest. Rainbow was next battling changelings, but that was usual. Tantabus then turned her dream into a field of happy, singing flowers which was the nightmare. Luna followed it again.

"Where am I now?" asked Luna.

Luna looked around and saw Ponyville gray and dreary.

"I can only fear what horrors Tantabus has unleashed." said Luna worried.

Luna heard sobbing and found Sunset weeping over a grave.

"Are you okay?" asked Luna.

"I...just...wish...I...could...have...helped...her." wept Sunset.

Luna looked at the tombstone which born the name Twilight Sparkle.

"Oh my." gasped Luna shaken.

Luna spotted Tantabus and followed it into the dreams of Twilight. She was a gallows before her.

"What madness is this?" asked Luna worried.

Luna saw Twilight standing on the gallows with a noose around her neck.

"Goodbye." said Twilight softly.

The door opened and Twilight fell. Luna fired a volley of magic which cut the rope and then caught Twilight.

"Are you okay?" asked Luna worried.

"I don't know." answered Twilight softly.

The Mane 7 awoke.

"What happened? Are you okay?" asked Spike worried.

"That...that was terrible! I - I never want to have that nightmare again!" declared Fluttershy horrified.

"Me either!" exclaimed Rainbow shivering.

"Neither do I." agreed Sunset somberly.

"But Luna caught it, didn't she?" asked Spike.

"I'm sorry, my friends. I failed." answered Luna as she returned, "It will be back to infect your dreams next time you sleep."

"Oh, no!" gasped Fluttershy.

"Yeah. I reckon I could go without seeing that thing ever again." said Applejack.

"But you will. Again and again, every night, until it grows powerful enough to infect the waking world." said Luna.

Luna looked mournfully out the window.

"It'll be okay! Every pony makes mistakes!" declared Pinkie.

"Can confirm." said Sunset dryly.

"As long as none of you dreamed about another pony, the Tantabus remains confined to your dreams. I still have a chance to catch it before it's too late.'" mused Luna.

"Phew, that's good to hear! Although, after you left, I did happen to dream that I was eating a giant ice cream cone with all of Ponyville while taking a test we didn't study for." revealed Pinkie.

Pinkie realized what this meant.

"See, what'd I tell ya? Everypony makes mistakes!" declared Pinkie.

Sunset Shimmer felt her right eye twitching.

"But that means Tantabus could be turning every dream in Ponyville into a nightmare!" cried Twilight.

"It is far worse than that. Infecting all of those dreams gives it more and more power. Soon it will be able to escape into the real world and infect all of Equestria with its nightmare plague!" explained Luna worried.

"Then you must let us help you stop it before that happens!" declared Rarity.

"But how? The Tantabus was able to escape Luna when it only had six dreams to get to." noted Fluttershy worried.

"It is true. With so many dreams to hide in, I do not know how I could catch it." replied Luna worried.

"What if everpony in Ponyville where having the same dream?" asked Twilight.

"Tantabus would have no where to hide." said Sunset hopeful.

"I can create shared dreams, yes, but for so many ponies at once? I've never done anything like that." said Luna, "The amount of power it would take..."

"Well, it is worth a try, isn't it?" asked Fluttershy.

"At this point, we've got nothing to lose." answered Sunset.

"Of course. I will do anything to end this, including accepting your help. I cannot allow Tantabus to escape into the real world." agreed Luna.

"After everything we've been through lately, I'm sure we can take Tantabus." said Sunset.

"All of you must go back to sleep and hope I can create such a dream." said Luna.

The girls laid back down and fell asleep. Spike had already fallen asleep. Thankfully, Luna was able to create a shared dream for all of Ponyville. This included muffins that flew and honked. A giant Derpy that meowed. Berry Punch holding her head as a balloon and a Lyra/Bon Bon fusion that caused Sunset to sing the theme song of something called CatDog. Also, unicorn Big Mac.

"Attention ponies!" cried Luna.

Luna was in a bubble of magic she was using to create this shared dream. The citizens of Ponyville gathered around her and bowed.

"There is no time for bowing, my friends! There is something coming, something terrible!" declared Luna.

To her horror, Luna spotted Tantabus.

"It is already here!" gasped Luna.

The massive Tantabus began to blanket the sky causing horror among the citizens of Ponyville.

"I am so sorry! I brought this upon you! But I will end it now!" declared Luna.

Luna fire a beam of magic, but it didn't seem to effect Tantabus who began chasing ponies.

"Princess, what's wrong?" asked Twilight worried.

"It is taking all of my strength just to hold this massive dream together! You will have to stop it! I truly wish I did not have to ask this of you!" answered Luna guilty.

"The we've got you covered!" declared Sunset.

"Yeah! We're already on it!" exclaimed Rainbow excited.

Tantabus began turning homes into monster one of which had Filthy Rich.

"Please! I'll pay you anything!" cried Filthy terrified.

Rainbow Dash kicked the monster and saved Filthy. The girls saved other ponies (including the return of Flutterbat) when Applejack spotted her brther being ganged up on. Applejack reminded him he could anything in a dream so Big Mac turned into an alicorn princess.

"There's something I wasn't expecting." noted Rainbow.

"Never running from a real fight. He's the one named Sailor Mac." sang Sunset.

The others gave her a confused look.

"I'll explain later." said Sunset.

"Come on! If that Tantabus thing turns anymore of this dream against us, we'll be too busy saving ponies to catch it! And it'll grow powerful enough to escape into the real world!" noted Rainbow urgently.

Tantabus ripped an opening between the dream world and the real world. Twilight and Sunset hit it with beams of magic forcing it back while Luna fixed the tear. Fluttershy turned to the Ponyville citizens.

"Please, we need your help too!" begged Fluttershy.

Twilight and Sunset fired beams of magic at Tantabus.

"Fluttershy's right! We've all got to work together to stop it from escaping!" declared Twilight.

"But how can we help?" asked Mr Cake, "No pony in Ponyville has your magic."

The baker pointed toward Rainbow.

"Or your speed." noted Mr. Cake.

"That's true...in Ponyville!" declared Rainbow.

"But there here isn't Ponyville! It's a dream!" noted Applejack.

Big Mac agreed while blasting flying cupcakes.

"And not just any! Anything you can do in your dreams, you can do now!" declared Twilight.

"There's no limitations." added Sunset.

Spike snapped his claw and turned into a gallant knight.

"Well, if you're going to dream, might as well dream big right?" asked Spike.

Spike hopped onto Derpy and rode her into battle.

"That's the idea! Come on everypony!" cried Sunset.

The other citizens joined in the battle. Filthy Rich used money to fly and battle the Tantabus. Scootaloo dreamed massive wings which allowed her to fly and blow the Tantabus back. Rainbow Dash turned into a Power Pony and sucked the Tantabus into a tornado.

"It's working!" called Rainbow.

"But it's not enough!" exclaimed Twilight.

Tantabus easily escaped from the tornado.

"This thing makes the Nightmare King look like a joke. Too bad Little Nemo can't help us." mused Sunset.

"Then do more! This is a dream, remember?" said Pinkie.

Twilight brought Golden Oaks back and unleashed a swarm of book bats. Sunset summed a phoenix of pure fire and attack the Tantabus. Applejack turned into a Power Pony and would lasso Tantabus allowing Rarity to stitch together the hole it created to escape. Fluttershy rode a giant Angel Bunny into battle.

"This just keeps getting weirder and weirder." muttered Sunset.

"I cannot hold this dream together much longer! Equestria will fall because of me!" cried Luna crying.

Tantabus increased in size and easily shook off the attacks.

"Am I crazy, or did it just get bigger after Luna said that?" asked Spike.

A realization hit Twilight.

"I think it's feeding off your guilt, Princess Luna!" exclaimed Twilight.

Sunset couldn't help but notice the irony of Twilight saying that.

"If that is so, then perhaps that is how it grew strong enough to escape in the first place!" cried Luna.

"Say what know?" asked Applejack.

Tantabus ripped another hole into the fabric of the dream world.

"I created Tantabus to give myself the same nightmare every night...to punish myself for the evil I caused as Nightmare Moon!" explained Luna.

Twilight winced at hearing this.

"But why would you do that?!" asked Fluttershy.

"Because terrible deeds deserve to be punished." whispered Twilight.

Unknown to Twilight, but Sunset did hear this.

"To make sure I would never forgive myself for how much Equestria suffered because of me! But it seems that I have not learned my lesson, for now I have only made you suffer worse!" declared Luna guilty.

Tantabus grew even larger.

"Princess, hurting yourself won't do a damn thing except make yourself feel worse! We've forgiven you and you need to forgive yourself! You're not evil anymore! You aren't Nightmare Moon! I've been through this myself!" declared Sunset.

"How can I forgive myself? Am I truly any better?" asked Luna distressed, "My creation is about turn Equestria into a living nightmare!'

"But look at what you're doing. Nightmare Moon wanted to turn Equestria into a living nightmare. You're doing everything in your power to stop it!" noted Twilight.

Sunset stood by her side.

"Don't you see? That proves you're not the same pony you were then! Everypony who knows you Nightmare Moon is in the past!" exclaimed Twilight.

Tantabus was almost halfway into the real world.

"We all trust you, Luna!" declared Twilight, "Do you trust us enough to believe we're right?"

"I do!" declared Luna.

Luna defeated the Tantabus and the girls left. But, Twilight had made up her mind about what she was going to do next.

Author's Note

A/N: That's where we'll end things for now. So, the Tantabus has been defeated and Twilight, as well as Sunset, can empathize with Luna. Next time, Twilight talks with Moon Dance and Princess Luna. Please review.

Chapter 14

It was a new day in Equestria. It had been two days since the victory over Tantabus with the Mane 7 needing a day to catch up on her sleep. Now, a fully rested Twilight packed to head to Canterlot. Sunset sat on their bed.

"So...you're going to be in Canterlot all day." mused Sunset uneasy.

"I want to catch up with Moon Dancer and Princess Luna." revealed Twilight.

"Two ponies we recently helped." replied Sunset.

"Exactly why I am doing this." said Twilight.

"And there's no other reason you're going?" asked Sunset skeptical.

Twilight gulped and tried to remain calm.

"Not at all." answered Twilight.

Sunset waited a minute and realized Twilight wouldn't budge.

"I worry about you." admitted Sunset.

"And I appreciate that." said Twilight.

"But, I need to know you're being fully honest." replied Sunset.

Twilight hated having to lie.

"We we fought Tantabus, I heard you say terrible deeds deserve to be punished." stated Sunset.

Twilight winced at this.

"Oh...did I?" asked Twilight uneasy.

Twilight hoped playing dumb would work, but Sunset saw right through it.

"I'm okay Sunset. In fact, this will make me feel better." said Twilight.

Sunset Shimmer let out an exasperated sigh.

"Okay." relented Sunset.

Not being fully honest with her marefriend stung Twilight.

"Just promise me one thing." requested Sunset.

"What?" asked Twilight.

"If you're not feeling well...tell me." answered Sunset.

"Okay." agreed Twilight.

Twilight finished packing and departed. She headed to the train station and caught the first train to Canerlot she could. Once in the capital, Twilight went to the home of Moon Dancer. However, Moon Dancer wasn't in. Twilight headed to the library and sure enough she found Moon Dancer. They studied together for a bit like when they where foals and then returned to the home of Moon Dancer.

"So Twilight...what brings you buy?" asked Moon Dancer.

Moon Dancer used her magic to put the books she borrowed onto a table.

"Just wanted to see how things where going." answered Twilight.

The two sat down.

"So...anything interesting happen?" asked Twilight.

"Minuette, Lemon Hearts, Twinkle Shine and I watched the performance of Haymilton the other night." answered Moon Dancer.

"I've been dying to see that!" cried Twilight excited.

"It was quiet the show...though I did notice some historical mistakes." said moon Dance.

"It's performance, not history." said Twilight.

"Indeed. And I did enjoy myself." agreed Moon Dancer.

"I'm so glad to hear it." sighed Twilight happily.

"It was just the distraction the ponies of Canterlot need." said Moon Dancer.

"Distraction from what?" asked Twilight.

"Starlight Glimmer." answered Moon Dancer nonchalant.

Twilight did her best to stay calm.

"Things may look routine, but it's a front. Canterlot is on pins and needles because of Starlight and her Equalists." explained Moon Dancer.

"I'm sure it's not just Canterlot." sighed Twilight.

"I talked with the actors after the show while they relaxed at Donut Joe's. All of Equestria is anxious and will likely be soon until Starlight is defeated." confirmed Moon Dancer.

Twilight let out a groan.

"I'm sorry. I shouldn't have said anything." said Moon Dancer guilty.

Twilight shook her head.

"It's better I know these types of things." replied Twilight.

"So...any luck?" asked Moon Dancer hopeful.

"Starlight and her followers are in Macintosh Hills and can be anywhere." answered Twilight flatly.

"Plus, I'm sure Starlight has traps set up." mused Moon Dancer.

"I wish I could fix this." groaned Twilight.

Twilight decided to put her plan into action.

"So...what have you been studying lately?" asked Twilight.

"I've been re - reading new magical theories. The ability to control lightning might be closer than we think." answered Moon Dancer beaming.

"Only incredible powerful unicorns can do that." cooed Twilight.

A scary though crossed the mind of Twilight.

"What kinds of powerful spells does Starlight have access to?" asked Twilight to herself.

Twilight shook her head.

"I've been studying time myself." said Twilight.

"I'm actually a sucker for time travel theory myself." admitted Moon Dancer.

"Did I mentioned I time traveled?" asked Twilight.

"No way!" cried Moon Dancer.

"I tried warning my past self about not worrying. But, failed too thus creating a paradox." explained Twilight.

Both girls laughed.

"It is tempting." confessed Twilight.

"What is?" asked Moon Dancer curious.

"Going back and fixing your past mistakes. Like...not telling your friend goodbye and turning her into a shut in." answered Twilight.

The princess looked down.

"Or allying with Sombra." thought Twilight.

I will admit it is tempting." admitted Moon Dancer.

"Oh yeah." agreed Twilight.

"But, changing anything in the past could alternate the future so I wouldn't risk it." said Moon Dancer.

Twilight thought this over.

"I could undo my horrible actions...but it would mean losing Sunset." thought Twilight, uneasy.

"Are you okay?" asked Moon Dancer worried.

"Fine." answered Twilight lying.

Twilight stayed with Moon dancer for a bit longer. They talked about magic and where able to catch up more. As the late afternoon arrived, Twilight had to say goodbye and leave. Twilight headed to the palace and entered. Luckily, she had waited long enough for Princess Luna to already be awake. She would have hated to bug the Princess of the Night even more so after the Tantbus incident. Luna was hungry so she and Twilight sat down for dinner then entered her royal chamber.

"Now that we are along...let us get down to business." began Luna.

Luna sat on her bed while Twilight sat in a chair brought in for her.

"Now, why have you come?" asked Luna.

"First, I wanted to see how you where doing." answered Twilight honestly.

"I have slept much better since Tantabus was defeated." answered Luna.

"That is good to hear." replied Twilight relieved.

"My sister was happy to hear that as well." noted Luna.

"You did tell Princess Celestia." said Twilight surprised.

"I thought it only right." shrugged Luna.

"She couldn't have been too happy to hear that." mused Twilight concerned.

"My sister was worried, but pleased that you and your friends aided me." said Luna.

"Princess...you realize that what you where doing qualifies as self - harm." said Twilight.

"My sister made sure I knew that." revealed Luna flatly.

Both ponies chuckled a bit.

"Enough about me, let's get to your time travel plans." said Luna.

Twilight was stunned to hear this.

"How?!" asked Twilight stunned.

Luna giggled a bit.

"You cannot have already forgotten I can enter the dreams of other ponies." answered Luna.

Twilight felt rather silly having done just that.

"Now, from what I gathered, you are considering using time travel to undo your falling under the command of Sombra." said Luna.

Twilight nodded her head affirming.

"Twilight, you realize this would be the easy way out." said Luna.

Twilight sighed.

"I know that." confirmed Twilight flatly.

"Why do you want to do this?" asked Luna curious.

"None of the terrible things that have happened will happen." answered Twilight.

"The ponies of Equestria have forgiven you." noted Luna.

"I cannot forgive myself." said Twilight sadly.

"I was in the same situation until you and your friends helped me." said Luna.

"That's why I wanted to talk to you." revealed Twilight.

"By altering the past, you would create a new timeline thus erasing the one we are currently in." stated Luna.

"I have thought a lot about that." replied Twilight.

"That would also mean you and Sunset Shimmer wouldn't be together." said Luna.

"So I've realized." sighed Twilight sadly.

"And at the end of the day...do you still want to go through with this?" asked Luna.

"I'm still considering it." answered Twilight honestly.

"I cannot tell you what to do. That is a decision you must make yourself." said Luna.

"I figured you'd say that." sighed Twilight sadly.

"I know this requires a lot of time, but just try not to get down on yourself." said Luna.

"Thanks." replied Twilight grateful.

Twilight hopped off the bed.

"I best get going." noted Twilight.

Luna now got up.

"I need to raise the moon myself shortly." said Luna.

"I appreciate our talk." said Twilight.

"I hope I can be of some help." replied Luna.

"Princess..." began Twilight.

"What is it?" asked Luna.

Twilight nervously gulped.

"Please don't tell any pony about this." requested Twilight.

Luna nodded her head.

"As you wish." said Luna.

Twilight departed form the palace. She headed back to the train station and returned to Ponyville. By the time she got back, the sun was gone and Luna's moon shone brightly in the night sky. Twilight arrived and crept through the town. Upon returning home, she crept through the palace so as not disturb Sunset and Spike. Checking in, Twilight found Spike tuckered out lying on his bed.. But, Sunset was waiting for her on their bed.

"How was your day?" asked Sunset.

Twilight walked over.

"Fine." answered Twilight lying.

Twilight hopped onto the bed.

"Please tell me what you did in Canterlot." requested Sunset.

Twilight winced.

"It's my own business." said Twilight.

"And I won't force you to talk, but I am worried about you." replied Sunset.

"I spent time talking with Moon Dancer." said Twilight.

"What about?" asked Sunset curious.

"How things have been since we made up?" asked Twilight.

Sunset scanned Twilight looking for deceit.

"And how is she?" asked Sunset, unsure.

"Much better. In fact, she and the other girls went on a rock climb a few days ago." answered Twilight.

"Rainbow would have liked that." said Sunset.

"Or Maud." said both girls together.

Twilight and Sunset snickered.

"Then again, she'd probably study the rocks instead of climbing them." mused Sunset.

"Yeah." agreed Twilight.

"What about your talk with Princess Luna?" asked Sunset.

Twilight gave a deer in the headlights stare before letting out an obviously fake yawn.

"I'm pooped. Tell you tomorrow." said Twilight.

"Seriously?" asked Sunset annoyed.

Twilight pretended to snore.

"I'll find out one way or another." thought Sunset.

Meanwhile, four friends spent the night together in Canterlot. Moon Dancer, Minuette, Lemon Hearts and Twinkleshine went out to watch a new play being put on. By the time it finished, night had fallen. Due to the Equalist threat, they decided to go in pairs. Moon Dancer and Minuette left while Lemon Hearts left with Twinkleshine. lemon Hearts and Twinkleshine where walking when it seemed like they reached a section of Canterlot that was devoid of life.

"This is kinda creepy." noted Lemon Hearts.

"Yeah." agreed Twinkleshine.

The two got closer together.

"You don't think we'll see any Equalists, do you?" asked Twinkleshine worried.

Both ponies looked around.

"I hope not." answered Lemon Hearts.

As if on cue,the two heard a noise.

"What was that?" asked Twinkleshine worried.

"I don't know." answered Lemon Hearts.

Lemon Hearts took a deep breath.

"If any pony is out there, please let us know." requested Lemon Hearts.

Lemon Hearts was answered by a blast of magic which hit and knocked her out.

"Lemon Hearts!" cried Twinkleshine horrified.

A second blast of magic hit Twinkleshine knocking her out.

"We got two unicorns instead of just one." noted a voice.

A team of Equalists stepped out of the shadows.

"Comrade Glimmer will be most pleased." said the Equalist.

The Equalists tied up the fallen unicorns and fled into the night.

Author's Note

A/N: That's where we'll end this chapter. The title now makes sense as Twilight is considering using time travel to undo everything that has happened. I haven't decided whether she will or won't yet. Also, two of her friends where abducted. Next time, Twilight looks for her friends, Luna talks with Celestia and the Equalists make another move. Please review.

Chapter 15

Twilight Sparkle couldn't get to Canterlot quick enough. She got a letter that Lemon Hearts and Twinkleshine where both missing. It came from the palace, but was written by Moon Dancer. Spike coughed the letter up and Twilight was horrified. Twilight, Sunset and Spike raced to the home of Moon Dancer where Moon Dancer let them in. Minuette was also there.

"Please tell me you've heard something!" requested Twilight frantic.

Minuette sadly shook her head.

"No pony can find them anywhere." revealed Moon Dancer worried.

Twilight began to panic.

"It's okay Twilight. We'll fine them." said Spike.

"When was the last time you saw them?" asked Sunset.

"We split up after the play." answered Minuette depressed.

"We went in pairs because we though it'd keep us safe." added Moon Dancer flatly.

"I doubt they'd run off." mused Sunset.

"It was Starlight! It has to be!" declared Twilight panicked.

"We don't know that for sure." noted Spike.

"Who else could it be?" asked Twilight.

No pony had an answer.

"We'll go looking for them." said Sunset.

"Are you sure we'll be okay?" asked Minuette worried.

"If this is the Equalists, they only attack at night." answered Sunset.

The others agreed to search.

"Spike, stay here in case any new information comes out." said Sunset.

The baby dragon proudly puffed out his chest and saluted.

"Can do!" declared Spike.

"Twilight will be with me and Moon Dancer will team with Minuette." said Sunset.

The four began their search.

"I hope Starlight hasn't hurt them." thought Sunset concerned.

The four spanned out and began looking. Moon Dancer and Minuette went downtown and looked there. Twilight and Sunset began their search at Restaurant Row, but found no sign of their friends there. They continued their search across Canterlot, but continued having no luck. As the places to search started to dwindle, Twilight was getting more and more anxious. Something Sunset was well aware of.

"It feels like we've already searched half of Canterlot." noted Twilight frantic.

"Yeah." muttered Sunset.

"What do we do?! Where do we search now?!" asked Twilight horrified.

"Twilight, you need to stay calm." said Sunset.

"It's not your friends who are missing!" snapped Twilight.

Twilight quickly covered her mouth with her front leg.

"Sunset, I'm so sorry." said twilight guilty.

"It's fine. I know the stress you're under." replied Sunset calmly.

"Well, I'm glad something is working out." sighed Twilight.

"Hey, things will be fine." said Sunset.

"How can you say that with everything going on?" asked Twilight grumpy.

"I'm being optimistic." answered Sunset nonchalant.

"Sorry, I'm not feeling it." replied Twilight.

Sunset thought for a minute.

"Hey, think back to Sombra." said Sunset.

Twilight cringed at this.

"I know it's hard...but we beat him." noted Sunset.

"And?" asked Twilight.

"He conquered a large part of Equestria and laid siege to Canterlot, but we still won." answered Sunset.

"With our help." noted Twilight sadly.

"But, we're not helping Starlight." replied Sunset.

"So she's more powerful than Sombra." said Twilight, feeling worse.

"Starlight hasn't had anywhere near the success that Sombra did." noted Sunset.

"Yet." said Twilight flatly.

Sunset Shimmer sighed.

"This keeps getting worse." thought Sunset worried.

"Sunset..." began Twilight nervously.

"Go ahead." said Sunset encouraging.

"Do...you think Starlight is here?" asked Twilight worried.

"No pony has seen here." answered Sunset.

"There are spells to alter how you look." countered Twilight.

"I seriously doubt Starlight Glimmer is in Canterlot.

"Do you think her followers are?" asked Twilight.

Sunset took a deep breath.

"It's likely they've entered the city and left already." answered Sunset honestly.

"Do you think they took Lemon Hearts and Twinkleshine?" asked Twilight uneasy.

Sunset struggled to answer.

"You do." said Twilight horrified.

"It was most likely the Equalists." relented Sunset.

Twilight began having a full blown panic attack.

"It's okay Twilight! Just breath!" declared Sunset.

Twilight was far too stressed out to listen.

"We'll rescue them and every pony else!" vowed Sunset.

"What...about...Starlight?" asked Twilight worried.

"We'll kick her flank." answered Sunset confident.

This managed to help Twilight relax a bit more.

"Where to look next?" asked Sunset.

"We've looked everywhere." answered Twilight sadly.

'Let's see if the others had any luck." proposed Sunset.

Twilight got up and began walking.

"Sounds good." sighed Twilight.

"Stay strong." said Sunset.

Sunset let out a soft sigh.

"Celestia help us." thought Sunset concerned.

Meanwhile, the four girls weren't the only ones searching. As Lemon Hearts worked planning events for the palace, this meant that the palace was involved too. Squadrons of royal guards where also searching for Lemon Hearts as well as Twinkleshine. Princess Luna asked for a private meeting with her sister and Princess Celestia agreed. Ravens Inkwell left to announce the delay of day court while the sisters talked in the throne room.

"I am so glad you are agreed to this." said Luna relieved.

"Yes, but there is something we must discuss before the missing unicorns." replied Celestia.

"What is that?" asked Luna curious.

"You...and this while Tantabus situation." answered Celestia worried.

"It is fine." said Luna dismissive.

"No it isn't! You where giving yourself a nightmare because of something that happened moons ago!" cried Celestia worried.

"I appreciate your concern, but I am alright now." said Luna.

"Why did you not tell me?" asked Celestia hurt.

Luna felt guilt rising up.

"I...didn't want to bother you with my problems." answered Luna flushed.

Celestia looked her sister dead in the eyes.

"You will never be a bother to me." said Celestia softly.

Luna got misty eyed at this.

"Is Woona getting emotional?" asked Celestia teasing.

Luna rubbed the tears from her eyes.

"Oh Tia. I love you so much." said Luna.

The two shared a hug.

"Now, I can only hope we can find those two." said Celestia worried.

"Now they are coming after palace workers. That is a troubling sign." mused Luna concerned.

"It's not just that. Both Lemon Hearts and Twinkleshine went to my School for Gifted Unicorns. This is personal." revealed Celestia.

"Sister..." began Luna.

"It's fine. I am okay." said Celestia.

"Then, can we get to the main reason I asked to talk?" asked Luna.

"Yes. Go right ahead." answered Celestia.

"I'm worried about Twilight." revealed Luna.

Celestia was caught totally off guard by this.

"What do you mean?" asked Celestia.

"It seems she is suffering from the same guilt I am." answered Luna.

"How can you be sure?" asked Celestia, trying to stay calm.

"We talked yesterday and it was clear from the way she was speaking." answered Luna.

Luna winced.

"Actually, she requested I not tell you this." admitted Luna.

"I'm glad you did." said Celestia firmly.

Luna nodded her head in agreement.

"I just hope Twilight can forgive me for this betrayal of her trust." said Luna guilty.

"What did you talk about exactly?" asked Celestia.

"She came under the guise of wanting to help, but I already saw her guilt in her dreams." answered Luna.

"How bad is it?" asked Celestia worried.

"Not as bad as myself." answered Luna.

Celestia let out a sigh of relief.

"But, now two of her friends are missing which means it will likely get worse." warned Luna.

"I know." replied Celestia hurting.

Celestia let out a worried sigh.

"Like yourself, I have had nay foals of of my own. And Twilight has become something of a surrogate daughter to me." confessed Celestia.

"I didn't know." said Luna surprised.

"I watched her grow from entering my school until right this moment. I have seen her greatest highs and her deepest lows. But, I never though it would end up this bad." explained Celestia.

'Even when she under the command of Sombra?" asked Luna worried.

"Not even then." answered Celestia solemn.

Luna gulped and stepped up to her sister.

"Fear not. I am certain we can save Twilight once more." said Luna.

"I pray you are right." replied Celestia.

Suddenly, a royal guard entered.

"Your majesties!" exclaimed Spearhead.

Spearhead bowed before the two princesses.

"At ease." said Celestia.

Spearhead stood back up.

"What do you have to report?" asked Luna.

"We have scoured the city high and low. Lemon Hearts and Twinkleshine are not in Canterlot." answered Spearhead solemnly.

Both princesses were hit hard by this.

"Clearly...this is not the outcome we hoped for." began Celestia.

"It's safe to say Starlight Glimmer got her damned hooves on them." added Luna.

"Under no circumstance is Twilight Sparkle to know about this." ordered Celestia.

Spearhead gulped nervously.

"What is it?" asked Luna.

"Twilight is in Canterlot searching for them as we speak." answered Spearhead.

"HOW DOTH THAT HAPPEN?!" asked Luna in her Royal Canterlot voice.

"Please calm down." requested Celestia.

"One of her other friends must have told her." answered Spearhead shaking.

"Then there's nothing we can do now." sighed Luna.

"For now, do not tell Twilight Starlight Glimmer had likely captured her friends." ordered Celestia.

"Sister, she can easily put it together." noted Luna.

'We can try and plant doubt to ease her mind." said Celestia.

"Doesn't that seem dishonest?" asked Luna uncomfortable.

"It might be, but it's to give Twilight piece of mind." answered Celestia.

"Then I am on board." replied Luna.

"Good." sighed Celestia.

The Princess of the Sun turned her attention back to Spearhead.

"You are dismissed." said Celestia.

"Yes, your majesty." replied Spearhead.

Spearhead saluted and left. He would continue to serve his role at the palace until his shift ended and it was time for him to go home. By now, it was night and darkness enveloped Canterlot. But, Spearhead felt safe as he walked. His was a member of the royal guard and felt safe. As he got closer to his home, Spearhead heard movement which put him on the defense. To his shock, Lemon Hearts staggered out of an alleyway. She was bruised and dirty.

"I don't believe it!" cried Spearhead shocked.

"We...managed...to...escape." said Lemon Hearts strained.

Spearhead rushed over to her.

"It's okay." said Spearhead reassuring.

Spearhead looked around.

"I don't see Twinkleshine." noted Spearhead.

"She's back there...she's hurt pretty bad." said Lemon Hearts.

" I need to get help." mused Spearhead.

"No!" cried Lemon Hearts.

Spearhead was surprised by this.

"She's bleeding and will die if you go." revealed Lemon Hearts.

"I'll help you." replied Spearhead urgently.

Spearhead headed down the alley with Lemon Hearts behind him. However, what Spearhead saw caused his heart to skip a beat.

"There is no pony here." said Spearhead horrified.

Before he could react, Spearhead was electrocuted and collapsed.

"How pitiful." cooed "Lemon Hearts" disgusted.

Dropping the charade, Starlight Glimmer reverted to her true form.

"I heard the royal guard where a joke and this proves it." said Starlight.

Starlight merely shrugged and lit up her horn.

"Now then..." began Starlight menacingly.

Chapter 16

Princess Celestia and Princess Luna where not having the best day. The two princesses had given up on finding Lemon Hearts and Twinkleshine being forced to accept them being captured by Starlight Glimmer. Now, they where in the strategy room being briefed on the latest update by Raven Inkwell on behalf of the military.

"The ratio of abduction has risen by a 15.66%." revealed Raven Inkwell worried.

Raven drew the attention of the royal sisters to a map of Equestria on the wall with red marks on it.

"Each mark indicates the location of an abduction." revealed Raven.

Raven pointed to a large cluster.

"The Dodge Junction/Appaloosa area still has the largest amount." said Raven.

"Have we made any progress in tracking down Starlight Glimmer?" asked Luna.

"I am afraid not." answered Raven.

"At this rate, there will be no ponies left to abduct." sighed Celestia.

"The military is requesting further actions." noted Raven.

"Like what?" asked Raven.

"They've been clashing with the sheriff and his "vigilance committee" over jurisdiction." answered Raven.

"You cannot mean..." began Luna.

"They are requesting martial law." confirmed Raven solemnly.

"So be it." sighed Celestia.

"Sister!" gasped Luna surprised.

"We have to do something. The area around Dodge Junction and Appaloosa will be designated a no - go zone under martial law." stated Celestia.

"The remaining ponies will not like that." noted Luna.

"It will not effect them." said Celestia.

Luna didn't know what her sister meant.

"Evacuate all of the ponies in Dodge Junction and Appaloosa to refugee camps until Starlight is defeated. The buffalo haven't been target, and we want them on our side, so leave them." ordered Celestia.

"You know this will be unpopular." warned Luna.

"So be it. I have to do what I believe is best for my citizens." answered Celestia.

The others where forced to accept it.

"At least Canterlot is safe...for now." said Luna.

"With the recent abduction of Lemon Hearts and Twinkleshine, I don't think we can say that." lamented Celestia.

"The elite of Canterlot and the working class who live on the fringe of the city have taken notice." warned Raven.

"The opposite ends of the spectrum." mused Luna.

"The elite are worried about their safety...but more so about their privilege." said Raven dryly.

"Somethings will never change." sighed Celestia flatly.

"While the lower classes, are taking a positive interest." said Raven worried.

"How?!" asked Luna alarmed.

"Her talk of equality sounds really good to ponies at the bottom of the social hierarchy." answered Celestia stoic.

"The attacks on Canterlot ponies is also viewed by some with glee. Like these are revenge on the upper crust of society." added Raven.

"But, Starlight and Equalists have attacked innocent ponies at Dodge Junction and Appaloosa." noted Luna dumbfounded.

"That is holding some back..." began Raven.

Luna let out a sigh of relief.

"But, some are trying to justify these attacks as necessary to advance the cause." said Raven.

"Unbelievable!" declared Luna.

"I wish I could be as surprised." said Celestia mournfully.

"What do you mean?" asked Luna confused.

"Equestria might be seen as an oasis of friendship, but the reality is not the same. Poverty, inequality, oppression are all alive and well. I tries my best to remedy the situation, but my actions weren't enough." explained Celestia guilty.

Suddenly, a knock came on the door and it opened.

"Excuse me, your majesties." began Spearhead.

"Yes?" asked Celestia.

"Day court will be starting shortly." answered Spearhead.

"Raven..." began Celestia.

"There is nothing else to discuss." said Raven.

"Then let us go." said Celestia.

"I must go back to sleep." yawned Luna.

Meanwhile, it was another sunny day in Ponyville. The citizens of Ponyville where out and about enjoying the beautiful weather the pegasus ponies brought. The fact there hadn't been anything crazy happen since the Tantabus and they where enjoying this calm. Twilight and Sunset had stepped out to enjoy the day to. Hoping to get their mind's off Starlight, they where taking in a calm and relaxing day.

"This is such a gorgeous day!" declared Sunset jubilant.

"Yeah. We'll have to thank Rainbow Dash." agreed Twilight.

"So her ego will get even bigger." replied Sunset.

Twilight was going to respond she spotted Derpy up ahead.

"Wonder who she's delivering too." mused Sunset.

Derpy landed in front of a waiting Berry Punch.

"I got your letter!" declared Derpy.

Derpy handed the letter to Berry.

"Oh thank Celestia!" declared Berry.

Berry Punch ripped the envelope open and began reading quickly.

"Wow. I've never seen someone so happy to get mail." noted Derpy.

"It's from a cousin of mine. I wrote asking if they could take after Ruby Pinch and Pina Colada." explained Berry.

"You going somewhere?" asked Derpy.

"No. It's just...with all this Equalist madness. I want them to be safe." answered Berry.

Unknown to them, Twilight and Sunset had heard their conversation.

"Everypony is suffering because we can't stop Starlight." said Twilight.

"You know Berry. She's probably drunk." shrugged Sunset,

Twilight gave her marefriend a surprised look.

"Hey. I've got to try and cheer you up somehow." said Sunset defensive.

The two kept walking when they passed Vinyl and Octavia at a table. Neither saw Twilight or Sunset.

"i know my head isn't in the game. I'll get better." said Vinyl.

"Is Starlight Glimmer worrying you?" asked Octavia.

"Yeah." answered Vinyl flatly.

"She worries me as well." confessed Octavia.

Twilight was shaking.

"It'll be okay." whispered Sunset.

The two unicorns began walking.

"Twilight!" cried a familiar voice.

Lyra raced over to them Bon Bon behind her.

'Please...slow...down..." panted Bon Bon, catching up.

"Twilight, please tell me you found lemon hearts and Twinkleshine." begged Lyra desperate.

Twilight sadly hung her head.

"I'm afraid not."answered Sunset.

Lyra began getting choked up.

"It's okay. It'll all be okay." whispered Bon Bon.

"Twilight has had a hard time of it too." noted Sunset.

Lyra jumped onto Twilight bringing the princess in for a big hug.

"I know it's hard Lyra." whispered Twilight.

"Do you have any leads at least?" asked Bon Bon hopeful.

"Nothing." answered Sunset mournfully.

"First my old agency contacts and now them. It's true that no pony can find Starlight." thought Bon Bon troubled.

Lyra broke the hug.

"I can only shutter to think what Starlight is doing to them." mused Lyra sadly.

"Starlight isn't hurting them." said Sunset.

"Physically." whispered Bon Bon worried.

"But, she's ripping off their cutie marks and making them her mind controlled slaves!" cried Lyra.

Sunset noticed a crowd gathering.

"There really is no pony in Equestria that hasn't been effected." mused Sunset.

Suddenly, an idea hit Sunset Shimmer.

"I think we need a town hall forum to so we can come together and discuss the situation at hoof." said Sunset.

The others agreed.

"That's a great idea!" declared Twilight.

Sunset nodded.

"Spread the word and we'll clear things with the mayor." said Sunset.

The ponies jumped into action. Word spread and every pony gathered at town hall. Cranky, Matilda and Zecora also attended despite not being ponies. Sunset and Twilight went to Mayor Mare who loved the idea. Twilight and Sunset took the stage to see the town hall jammed packed with ponies. Cheerilee was also here as Zecora offered to watch the class outside while the meeting took place.

"Hello every pony. Now that you are here, we can begin." said Twilight.

"Is it true the Equalists have attacked ponies in Canterlot?!" asked Davenport worried.

"I am afraid so." answered Twilight solemnly.

This caused a panic.

"Please calm down! This only makes matters worse!" declared Sunset.

The crowd slowly died down.

"We know this is a scary time for everyone. That is why we are here." said Sunset.

"What can we do exactly?" asked Matilda.

"The Equalists aren't attacking non - ponies." stated Aloe.

"I don't even know why you showed up." added Lotus.

"Unless they're spies!" cried Roseluck horrified.

More yelling and fighting enveloped the room until Sunset silenced every pony with her magic.

"They are not spies! You where at their wedding not to long ago!" declared Sunset annoyed.

Twilight took a deep breath.

"Sunset and I have made the difficult decision to seal off the Everfree Forest to keep out any possible Equalists." revealed Twilight.

"But, what about our home?!" asked Matilda stunned.

"You two and Zecora will stay at Hay and Stay Inn." answered Twilight.

"What about you two?" asked Cranky.

"We are both very powerful and can handle an attack. We will be staying at the caste." answered Sunset.

"This a total double standard!" accused Cranky angrily.

More arguing followed until Sunset again used her magic to quiet every pony.

"I am sorry you feel that way. But, it's just a safety measure." said Sunset.

"Like Roseluck said, we haven't been targeted!" exclaimed Cranky bitterly.

"Please calm down." requested Matilda.

"Um, how are we gonna protect Ponyville?" asked Hayseed Turnip Truck.

"We are putting together a volunteer watch made up of all of you." answered Twilight.

"Let's do this!" cried Bulk Biceps excited.

Sunset and Twilight giggled.

"We're happy for the support." said Twilight.

"I'll do it too. Anything to protect my little brother." said Thunderlane.

Flithy Rich stood up.

"Speaking of, I speak for all the parents here when I ask how are we going to protect our young ones?" asked Filthy.

"As you know, education is important so we tried to find a good balance..." began Twilight.

"Thus, we will have a guard posted at the school during sessions." concluded Sunset.

This seemed to mollify the parents.

"Back to our volunteer guard, you will have badges to wear that identify you and you may question any pony you are not familiar with. I hate to make Ponyville so harsh to visitors, but right now we need to." explained Twilight.

"Princess Twilight and I will be in command so report to us. Do not try and take action into your own hooves." said Sunset.

"This is for your safety as much as anything." added Twilight.

"You will not be able to search ponies without probable or detain ponies. We need to keep things from getting out of control." noted Sunset.

"Report anything suspicious. If you see something, say something." said Sunset.

"Right." agreed Twilight, "Now..."

As the meeting continued, the fillies listened in from outside.

"Oh man, this Equalist thing is really serious." said Snips worried.

"Yeah. I've never seen the grown - ups so upset." agreed Snails.

Worry was present among all the children.

'Cutie Mark Crusaders, you have to help us." begged Pip Squeak.

"There's nothing we can do." noted Sweetie Belle.

"Yeah. This Starlight has is really strong." said Scootaloo worried.

"There you children are. I knew you could not have gotten far." said Zecora, walking over to them.

"Zecora, is everything going to be okay?" asked Apple Bloom worried.

"I do not know. Right now, we must hope so." answered Zecora.

The meeting lasted a bit longer before it adjourned for the day. Zecora watched the fillies leave and then headed back to her hut. The Zebra brewed potions and packed for her departure from her home. However, a noise outside caught her attention. Living in the Everfree Forest, Zecora was used to the creatures that lived there. However, this sound was getting closer and closer to her hut. Zecora popped her head out the door.

"is some pony out there?" asked Zecora, "If so then let me be aware."

There was nothing.

"I know those sounds I heard. Perhaps, it was only a bird." mused Zecora.

Zecora heard more rustling.

"I know some pony is here! I have no fear!" declared Zecora.

The noise suddenly ended.

"It seems they have fled. In that case, it is time that I go to bed." shrugged Zecora.

Zecora turned only to be bucked right in the face. The zebra hit the ground out cold.

"That was too easy." whispered Double Diamond.

Double Diamond entered the hut and began looking around.

"It has to be here somewhere." said Double Diamond.

Double Diamond ripped open a box and found what he was looking for.

"Bingo." said Double Diamond please.

Double Diamond too the prize and walked passed Zecora.

"Thank you for giving me this. Comrade Glimmer will be most pleased." said Double Diamond.

Double Diamond departed carrying the Alicorn Amulet with him.

Author's Note

A/N: That's where we'll end things for now. So, Celestia feels drastic measure needs to be taken. Any with my talk of martial law and camps, I eagerly await Alex Jones ranting about me on his garbage website. Also, I hope liked the town hall. And of course, now Starlight has the Alicorn Amulet in her clutches. Next time, the princesses face a backlash while twilight and Sunset investigate what happened to Zecora. And the Cutie Mark Crusaders get butt tattoos or something. Please review.

Chapter 17

Twilight and Sunset raced to Ponyville Hospital. Zecora laid laid out cold all night and only awoke in the morning. She then staggered into Ponyville before collapsing. Luckily, Bulk Biceps carried her to the hospital while Doctor Hooves told Twilight and Sunset. Nurse Redheart led them to Zecora's room.

This is the same room Sugar Belle stayed in when she arrived." noted Twilight uneasy.

"When this whole mess began." added Sunset.

The they reached the bedside when Zecora came too.

"Zecora...it's Twilight and Sunset." said Twilight.

"You're in the hospital." said Sunset.

"My head is killing me." groaned Zecora.

"Zecora, you didn't rhyme!" gasped Twilight worried.

"I...can't." replied Zecora mortified.

Sunset looked at her chart.

"You got a severe concussion. That might do it." revealed Sunset worried.

"I...can't..." began Zecora.

"Take it easy." whispered Twilight.

"Zecora, do you remember anything about what happened?" asked Sunset.

Zecora tried her best to remember.

"No." answered the zebra concerned.

"I normally wouldn't push this. But, it is really important." said Twilight

"I can try." replied Zecora.

Zecora began trying to recall what happened.

"I heard noise and was knocked out." said Zecora.

"Do you know who attacked you?" asked Sunset.

Zecora took a minute.

"No. I was hit from behind." answered Zecora.

"It had to be the Equalists." muttered Twilight.

Sunset couldn't disagree.

"But, why would they attack Zecora?" asked Twilight worried.

"To get to us likely." answered Sunset flatly.

"I feel like there was more too it." revealed Zecora groggy.

"What do you mean?" asked Sunset surprised.

"I can remember how hard I was it and it did not feel personal. I think there was another reason." answered Zecora.

"You do have a lot of mythical items." mused Sunset concerned.

"My hut was also ransacked." added Zecora.

"Yeah. That proves it." sighed Sunset flatly.

"But, what could you have that was worth stealing?" asked Sunset.

"I am afraid any number of items could have a value." answered Zecora.

Twilight did her best to remain calm.

"Best case scenario: they stole something to fence for Bits." said Sunset.

"I doubt that is the case." replied Twilight.

"Sunset was forced to agree.

"Now, what could be the most of value to Starlight." mused Twilight.

"It'd have to be something powerful." noted Sunset.

Twilight's eyes suddenly became as wide as saucers.

"Oh my Celestia, the Alicorn Amulet!" gasped Twilight horrified.

"The what?" asked Sunset.

Twilight explained Trixie's arrival with the amulet and what it does.

"Zecora, why didn't you smash it?!" asked Sunset horrified.

"It is too dangerous to destroy." answered Zecora.

"Oh great. So now Starlight might have an amulet that makes her even more powerful." sighed Sunset.

Twilight began to have a major panic attack.

"It's okay Twilight. We don't know she has it." said Sunset.

"She has to!" declared Twilight.

"You beat it before." noted Sunset.

"When I was under the control of Sombra!" screamed Twilight.

Zecora was getting groggy and they needed to check her hut so Twilight and Sunset departed. The two made their way to the Everfree Forest trying to go at a moderate pace so as not to arouse suspicion. Twilight and Sunset easily made their way through the forest and reached Zecora's hut. The door was still open and they quickly went inside. Once in, they began to search high and low for the Alicorn Amulet or anything else that seemed out of place.

"Do you see anything!" asked Twilight, freaking out.

"No." answered Sunset worried.

Twilight began throw things around in her frantic search.

"Twilight! You can't just go around messing up Zecora's hut!" declared Sunset.

Twilight stopped and saw the mess she had made.

"I'm such an idiot!" spat Twilight.

Sunset quickly went to her side.

"No you aren't and I don't want you hear you talk about yourself like that." replied Sunset.

Twilight didn't answer.

"I don't think it's here." mused Sunset solemnly.

"Starlight has it. We're doomed." said Twilight faintly.

"The door was open so maybe an animal scavenged it." proposed Sunset.

Twilight shot Sunset an glare clearly not buying it.

"It's possible." shrugged Sunset.

"i didn't even think of the Alicorn Amulet." said Twilight.

Twilight let out a sad laugh.

"How in the name of Celestia did I forget about it?" asked Twilight.

"Forget it. Nothing we can do about that now." answered Sunset.

"Maybe I can." thought Twilight.

The two left making sure to shut the door and quickly returned to the castle.

"Spike! I need you to take a letter!" cried Twilight.

The baby dragon popped out with a scroll and quill.

"Ready." said Spike.

Spike wrote a letter to Princess Celestia detailing what happened. He sent it and got a fast response.

"That is terrible, but there is not much we can do. We have our own issues to deal with at the moment." read Spike.

Indeed, the princesses had their own problems to deal with. They expected their plan to introduce martial law in the Appaloosa/Dodge Junction area and the re-locations of residents to be met by opposition. However, the did not expect a backlash to come from all over Equestria. In the palace, Princess Luna sat by the throne with Raven Inkwell by her side. Princess Celestia paced nervously back and forth.

"This is bad. Really bad." said Celestia worried.

"Protests have declined in Vanhoover, Applewood, Rainbow Falls and Las Pegasus." revealed Raven.

"See. Things are improving." said Luna.

"But; they're continuing in Manehattan, Baltimare, Fillydelphia and Trottingham." added Raven.

The chants of protests could be heard outside.

"Not to mention here." noted Raven worried.

Luna shot Raven a scowl.

"I am sorry, your majesty, I must report the facts." said Raven.

Luna sighed, knowing she was right.

"Is there any place without protests?" asked Luna hopeful.

"Stratusburg, Cloudsdale and Ponyville." answered Raven.

Celestia stopped her pacing.

"I am not surprised that Twilight and her friends have kept Ponyville calm." admitted Celestia.

"The other two are both home to pegasus and they don't feel effected by this." said Raven.

"Just what we need, to go back to the era of three tribes." muttered Luna concerned.

"There are two main reasons to protest. The first is solidarity with the ponies losing their homes." began Raven.

"That makes sense." muttered Luna.

"The other, and the main driving force behind the protests here in Canterlot, is a perceived overreach of royal authority." said Raven.

"So the nobles don't give a damn about ponies losing their homes. They worried about us taking away their privileges." muttered Luna disgusted.

"It seems so." confirmed Raven flatly.

"Has support for the Equalists grown?" asked Celestia worried.

"No." answered Raven uneasy.

"What is it?" asked Celestia anxiously.

"It has grown sentiment in favor of a new monarch...or doing away with a monarch entirely." revealed Raven worried.

Celestia felt her heart skip a beat.

"Stay calm sister." said Luna.

Luna flew over to her sister.

"We will find a way to work things out." said Luna.

Celestia let out a sad chuckle.

"I wonder what mother and father would think." mused Celestia.

Luna winced at the mention of the parents.

"They would say you are a great ruler." said Luna.

"How can I be so great with all that is happening?" asked Celestia.

"One pony cannot run an entire kingdom alone. Thus, you cannot blame yourself what is happening." answered Luna.

"I could have done more to prevent this!' snapped Celestia.

"Possible, but there is nothing we can do about that now." replied Luna.

Celestia mulled this over.

"Maybe you're right." began Celestia.

Luna smiled warmly at this.

"Hey, when did you get so good at this?" teased Celestia.

"Many ponies have helped me in my recovery. It is my turn to do the same." shrugged Luna.

Celestia giggled a bit then turned to Raven.

"I am hereby rescinding the evacuation order!" declared Celestia.

"That will be a welcome news to the protesters." said Raven.

"I am keeping martial law in effect." said Celestia.

"And that will get them mad again." muttered Raven.

"I have to do something. This is a compromise on my part." explained Celestia.

"Understood." replied Raven who promptly left.

"i hope this works." sighed Celestia.

"I am sure it will." said Luna comforting.

"And if it doesn't?" asked Celestia unsure.

"We'll handle this together." answered Luna.

Meanwhile, some good news came in Ponyville. The Cutie mark Crusaders helped Diamond Tiara and earned their cutie marks. The party held was a joyous and emotional moment for all. Sunset and Twilight enjoyed the party. Finally, night fell and it was time for the party to end. Twilight Sparkle and Sunset Shimmer returned to their castle with Twilight carrying a sleeping Spike. Twilight put Spike into his bed and crawled into her own bed where Sunset was waiting.

"At least this day ended on a good note." yawned Twilight.

"I'm so happy for the Crusaders." said Sunset.

"So am I." agreed Twilight.

Twilight yawned again.

"I've know them for years. I even met Apple Bloom before the Crusaders where formed." noted Twilight.

"Then this must have been really happy for them." mused Twilight.

"Oh yes." confirmed a groggy Twilight.

"You seem awfully tired." noted Sunset concerned.

"Don't worry. Tantabus is gone." replied Twilight.

"I know, but there has to be a reason you aren't sleeping well." said Sunset.

Twilight sighed.

"I have been worried about Starlight." confessed Twilight.

"Have you had more nightmares about her?" asked Sunset.

"Yes." answered Twilight.

"Can you tell me what happens in them." requested Sunset softly.

"Starlight enslaves every pony I care about." said Twilight flatly.

Sunset Shimmer hugged her marefriend.

"It's okay Twilight. I'm here." said Sunset.

Twilight took a minute or so to calm down.

"That's why I enjoyed the party so much. It was nice to focus on something good and forget about Starlight for a bit." explained Twilight.

"I think the whole of Ponyville agrees with you on that." noted Sunset.

Twilight let out a worried murmur.

"Still, it's scary to think about Starlight having the Alicorn Amulet." admitted Twilight.

"I can't argue with that." muttered Sunset, "But, I promise everything will be okay."

Thanks." whispered Twilight grateful.

Meanwhile, the Equalist forces stood at attention. Starlight Glimmer had decided to inspect her troops. Most stood perfectly still and Starlight looked them over. Party Favor did everything to keep himself from shaking. Double Diamante watched as Starlight gave him a good looking over. Party Favor couldn't help but notice the amulet Starlight was now wearing. Once she finished, Starlight addressed her followers.

"I am proud of the group standing before me." began Starlight.

Party favor could see Double Diamond glaring at him.

"A group dedicated to bringing equality across Equestria!" declared Starlight.

The Equalists cheered.

"And our influence is being felt. Those elites in Canterlot are shaking as we push equality onward." said Starlight.

The Equalists again cheered.

"Thing how great it will be when Princess Celestia and Princess Luna forsake their cutie marks and join us." cooed Starlight.

Party favor felt like he was going to regret this, but he raised his foreleg.

"Go ahead." replied Starlight.

"What about Princess Twilight and her friends?" asked Double Diamond.

Starlight sneered, but quickly regained her composure.

"We can try again to get them to see our way." answered Starlight.

Starlight examined the size of her forces.

"However, this will not do." mused Starlight.

Starlight Glimmer let out a sinister chuckle.

"It's time for some more...recruiting." said Starlight menacingly.

Author's Note

A/N: that's where we'll end things. So, security across Equestria is building, but backlash is ensuing. No pony wants Equestia to turn into an Orwellian dictatorship. Also, if you think i used the head trauma as as excuse to avoid writing Zecora in rhyme because of how annoying that is: you're right. Next time, the Equalists "recruit" more ponies. What familiar faces will fall? Please review.

Chapter 18

The Tasty Treat was closing for the night. It was yet another day with very few ponies eating inside. Of course, that mean yet another month of struggling to pay bills for Coriander Cumin and Saffron Masala.

"Which should I delay paying: water of power?" asked Coriander.

Saffron thought this over.

"Power." answered Saffron.

'That is too important." stated Coriander.

"Then why did you ask me?" asked Saffron.

"I wanted your input." answered Coriander.

"Then you discarded it." noted Saffron.

"This is my business and I will run it as I see fit!" declared Coriander.

"I do just as much as you father!" cried Saffron.

"My name is on the lease!" snapped Coriander.

Saffron couldn't deny this.

"Good." said Coriander happily.

"If we lose The Tasty Treat, we might lose our home." noted Saffron.

"No "if" about it." muttered Coriander stressed.

Coriander shook his head.

"I am well aware of that." said Coriander.

"We have to find a way to bring customers in her." said Saffron.

"That Zesty Gourmand won't sent hoof in her." sighed Coriander.

Coriander hung his head.

"If only your mother where still here." sighed Coriander sadly.

Saffron hugged her father.

"Now then...there is some expired food I need to dump." said Coriander.

"It's fine. I can finish sweeping up here." replied Saffron.

"Very good." agreed Coriander.

Coriander left and Saffron began sweeping. However, the door opened a minute later.

"I am sorry, but we are closed." said Saffron.

Lemon Hearts and Twinkleshine ignored her.

"Wait, you are two of the unicorns that where abducted by the Equalists." realized Saffron horrified.

"Comrade Glimmer opened our eyes." began Lemon Heart.

"Now, you will follow." added Twinkleshine.

Saffron tossed the broom at the duo and ran. Twinkleshine easily turned the broom to sawdust with her magic.

"Father!" cried Saffron.

Lemon Hearts grabbed Saffron with her magic.

"Time to go!" declared Lemon Hearts joyously.

Coriander had heard his daughter and rushed in.

"Let go of my daughter!" demanded Coriander.

"I'll take care of him." said Twinkleshine.

Twinkleshine fire a blast of magic that knocked Coriander backwards.

"Father!" cried out Saffron in tears.

"Well done." said Lemon Hearts.

The two began to leave, but Coriander got back up.

"You'll take my daughter over my dead body." spat Coriander.

Twinkleshine fired a beam of magic at Coriander, but he fired a beam of his own powered by his love for his daughter.

"He's stronger than we thought." admitted Twinkleshine.

Lemon Heart suddenly slammed Saffron against the wall knocking her out.

"Saffron!" cried Coriander horrified.

This distracted Coriander long enough for Twinkleshine to knock him out with another beam of magic.

"Thanks." said Lemon Hearts.

Coriander started to get up.

"Let's get out of here." said Lemon Heart.

The two left with Saffron.

"Saffron." said Coriander weakly.

Meanwhile, Donut Joe was also closing up his store for the night. Unlike Coriander and Saffron, he had no trouble with business finishing off another day of selling doughnuts to all who wanted them. Joe shut everything off and finished. he headed outside and locked the door. As he did, Joe noticed a shadow appeared behind him. Though he found this odd, Joe saw no reasons to panic.

"Sorry, I closed for the night." said Joe.

Joe turned around to see an attractive female Earth Pony.

"Oh darn. That's such a shame." said the female Earth Pony, with a southern accent.

Joe squinted his eyes.

"Do I know you from somewhere?" asked Joe.

"I'd remember you." answered the female Earth Pony, in a seductive tone.

Joe gulped.

"I was really hoping to get a doughnut." said the female Earth Pony.

"I'm sorry. Yo'll have to comeback tomorrow." replied Joe.

"Are you sure you can't make an exception for little ol' me?" asked the female Earth Pony.

Joe felt his heart racing.

"I..." began Joe.

"Do you know what my favorite type of doughnut is?" asked the female Earth Pony sexily.

Joe shook his head.

"Do you want to know?" asked the female Earth Pony.

"Sure..." said Joe stammering.

The female unicorn walked over to Joe.

"Glazed and creamed filled." answered the female Earth Pony.

Joe nearly collapsed from arousal.

"I can make an exception!" declared Joe.

"I thought you could." cooed the female Earth Pony.

Joe fished out his keys and began fumbling to unlock the door.

"I've got tons flavors; lemon, apple and cherry." said Joe.

"Cherries." sighed the female Earth Pony.

Joe suddenly looked back as it hit him.

"You're Cherry Jubilee!" exclaimed Joe.

"No I'm not!" declared Cherry Jubilee.

"Yes you are." said Joe excited.

Donut Joe was stunned by this turn of events.

'What happened? How did you escape? did they torture you?" asked Joe.

Cherry was clearly not comfortable with the questions being flung at her.

"I'm sorry if I came off strong. But, this is a huge event." said Joe.

Cherry was unsure what do to.

"We've got to get you to the palace right away. Princess Celestia and Princess Luna will want to see you." said Joe.

"What's going on here?" asked a stern voice.

Trouble Shoes walked over.

"This is great. You both escaped." said Joe.

Trouble Shoes shot Cherry Jubilee a dirty look while Joe was totally lost.

"Are you betraying us?" asked Trouble Shoes angrily.

"No. He figured out who I was." answered Cherry.

"Comrade Glimmer won't be happy to hear this." noted Trouble Shoes.

"Please don't tell her!" begged Cherry.

"I have to." replied Trouble Shoes.

The horrifying realization hit Joe.

"You didn't escape the Equalists...you're part of them." said Joe shaking.

"And you will be too." said Cherry.

"Never!" declared Joe.

Joe raced off, but quickly began to get winded.

"I've..got...to...lose...weight." panted Joe.

Joe looked and saw Cherry Jubilee on his heels.

"Come on Joe." said Joe to himself.

Cherry Jubilee tackled Joe knocking him down. Joe managed to shake off Cherry, but Trouble Shoes rammed him into a wall knocking him out.

"Let's go." said Trouble Shoes.

Meanwhile, another pony had closed up shop for the night. Sassy Saddles finished the inventory and closed Canterlot Carousel. Sassy had only been working there shortly and hadn't gotten off on the right hoof with Rarity. However, things smoothed out and now all was peachy. As she headed home, Sassy felt on edge due to the recent activity of the Equalists. As she walked, a trash can being knocked over got her attention.

"Os some pony there?" asked Sassy nervously.

A male unicorn staggered out of the darkness.

"Help!" cried the male unicorn.

The male unicorn collapsed as Sassy raced over to him.

"Are you okay?" asked Sassy.

"I was attacked...by Equalists." answered the male unicorn.

Sassy was horrified.

"I managed to get away..." began the male unicorn.

The male unicorn winced in pain.

"But, I think they're still after me." said the male unicorn.

Hooves could be heard.

"That might be them." said the male unicorn horrified.

"We must take you to the police!" declared Sassy.

"We can't." replied the male unicorn.

"Why not?!" asked Sassy surprised.

"The Equalists have dressed as police. Any cop could be an Equalist." answered the male unicorn.

This notion shook Sassy Saddles to her core.

"Please...they're coming." begged the male unicorn.

"Can you stand?" asked Sassy.

The male unicorn got up on his own power.

"I think I hear something over here." said a male voice.

"Let's get going." said Sassy hurriedly.

"Yeah." agreed the male unicorn.

Sassy Saddles turned her back to the male unicorn.

"I'm sorry." whispered Party Favor with regret.

Party favor fired a blast of magic that hit Sassy Saddles knocking her to the ground.

'Well done." said Double Diamond.

Double diamond emerged from the shadows and looked over the prone Sassy Saddles.

"I was impressed by what I saw." noted Double Diamond.

"Thank you Lieutenant." replied Party Favor.

Party Favor stood tall, trying to hid his doubt.

"I like that line about us posing as police." continued Double Diamond.

"I am glad you did." said Party Favor.

"So much so that I might suggest that to Comrade Glimmer." added Double Diamond.

"Thank you sir." said Party Favor.

"Yes well..." began Double Diamond.

Double diamond stopped as he saw Sassy Saddles coming to.

"I thought you knocked her out." said Double Diamond.

"I did." said Party Favor.

"Are you trying to screw us?!" asked Double Diamond angrily.

"No sir! I learned my lesson!" answered Party Favor worried.

Sassy began crawling away.

"Where do you think you're going?" asked Double Diamond.

Double Diamond walked over to Sassy and raised his front hooves to stamp on her head, but stopped.

"You do it Party Favor." demanded Double Diamond.

"Me?" asked Party Favor uneasy.

"Prove your loyalty." answered Double Diamond smirking.

Party Favor gulped and got into position.

"I'm waiting." said Double Diamond.

Sassy Saddles looked at Party Favor who bore a regretful look.

"You tricked me...you bastard...rot in Tartarus." spat Sassy Saddles weakly.

Party Favor closed his head and stomped on her head with both hooves.

"Good job. Now, let's go." said Double Diamond.

"Okay." replied Party Favor meekly.

The six Equalists all regrouped just outside the city. The half dozen left with their three captives. They took the long back to their base in the Macintosh Hills. Once there, Starlight Glimmer was waiting. Lemon Hearts, Trouble Shoes and Double Diamond gave reports on how their mission went. As they did, the trio of captive ponies began to stir so Starlight had other Equalist surround them. Finally, every pony was caught up.

"I must say I have mixed feelings." began Starlight.

Starlight turned to Lemon Hearts and Twinkleshine.

"You did did well and I am happy." said Starlight.

"Thank you, Comrade Glimmer." replied Lemon Hearts and Twinkleshine.

Starlight turned to Cherry Jubilee and Trouble Shoes.

"Cherry, I am not please with your lackluster showing. Some pony needs to work on being a better friend." said Starlight sternly.

"I am sorry, Comrade Glimmer." replied Cherry ashamed.

"Trouble Shoes, I am happy with you as well." said Starlight.

"Thank you, Comrade Glimmer." replied Trouble Glimmer.

Starlight then turned her attention to Party Favor and Double Diamond.

"Lieutenant, you did well as always. Party Favor, I am happy with your work." said Starlight.

"Thank you, Comrade Glimmer." said Double Diamond.

"Do you mean it?" asked Party Favor stunned.

"You've been a good friend." answered Starlight warmly.

"Thank you, Comrade Glimmer." said Party Favor.

Starlight then turned toward Saffron, Joe and Sassy.

"Time to make new friends." said Starlight coldly.

Author's Note

A/N: That's where we'll end things for here. I hope this didn't bore you with the same thing, but I need to help build up for the climax. Next time, Shining Armor and Cadence have a bombshell for Twilight. Please review.

Chapter 19

The Mane 7 where gathered in the Castle of Friendship. Sunset and Twilight asked their friends to arrived which they did. Though, Pinkie seemed more active than usual.

"Good. Now that you're here we can begin." started Sunset.

"Some pony special is coming and we need your help getting ready." added Twilight.

The girls chattered excitedly.

"It's..." began Twilight.

"Shining Armor and Princess Cadence!" declared Twilight and Pinkie in unison.

The others gave Pinkie a confused look.

"Yes, and they're coming..." started Twilight.

"Tomorrow!" declared Twilight and Pinkie in unison.

Pinkie bore an uncomfortable smile.

"Yes, on the..." began Twilight.

"Friendship Express rather than the Crystal Empire train so as not to cause too much of a scene when they skip town to come visit?" asked Pinkie.

"Yes." confirmed Twilight surprised.

Pinkie got right into the face of Twilight.

"And?" asked Pinkie hopeful.

"And that's it." answered Twilight.

"How did you know that?" asked Rainbow suspicious.

Pinkie looked around and chuckled nervously.

"Pinkie Sense." answered Pinkie uneasy.

Pinkie quickly ducked away.

"Okay." said Sunset confused.

"So, you said you need help with something?" asked Rainbow.

"Follow me." requested Twilight.

Twilight led her friends to a room. Rainbow flew up to a poster.

"Sweet posters." said Rainbow, "Is that Smash Fortune?"

"It sure is." answered Sunset.

"When Shining Armor said he wanted to come visit, I started collecting things he liked when he was a colt as a surprise!" answered Twilight excitedly.

Pinkie Pie popped out of a chest wearing a helmet.

"Surprise?!" asked Pinkie worried.

Pinkie began to laugh nervously and turned the helmet around.

"I have no idea what that's like." said Pinkie nervously.

"Okay, that's weird." mused Sunset.

"Aww, look at the cute ant farm." cooed Fluttershy.

And check out all these old comic books!" exclaimed Spike.

"Be careful! They're mint in bag!" cried Twilight.

Spike blew on the comic, but turned it to dust by accident via his fire breath. The baby dragon quickly hid the evidence back in the bag.

"What's this?" asked Pinkie, holding up a doll.

"This is Brutus Force. Shining Armor used to carry him around like his baby." answered Twilight warmly.

Pinkie juggled Brutus Force for a few seconds.

"Yeah! Really cute!" declared Pinkie, laughing nervously.

"It is a bit juvenile for castle decor, but it is very sweet of you." said Rarity.

I'm sure Shining Armor will love it." said Fluttershy.

"Me, too. But there's a few more things I'd like to add before he he gets here, and I could really use a hoof collecting them." replied Twilight.

"Whatever you need sugar cube, we'll help you get it." said Applejack.

The others all agreed with this sentiment.

"Thanks every pony, I just can't wait 'til they walk in and see everything!" declared Twilight.

"Totally understandable. Watching some pony else be surprised with something is almost better than being the one who's getting surprised!" exclaimed Rainbow.

"But...eh...what if the surprise is something so incredibly exciting that a pony can't keep it in any longer, and she just has to tell the pony standing next to her what it is or else she might explode?!" asked Pinkie, crawling over and hugging Fluttershy.

"Oddly specific." mused Sunset.

"I would say...no." answered Fluttershy.

"The pony who ruins a surprise for some pony else has to live with the guilt forever!" declared Rarity.

Pinkie began laughing nervously.

"Gotta bounce!" cried Pinkie.

Pinkie began bouncing around like a pinball before bursting out through a wall.

"So, I know the bar is set pretty high, but does any pony else think Pinkie Pie was acting weirder than usual?" asked Rainbow.

Pinkie Pie raced off to Sugar cube Corner. She hoped to hide, but had to perform a number of Pinkie Promises she made. She made deliveries, preformed at a party and helped Mayor Mare to organize. The entire time, Pinkie Pie struggled not to tell her secret. The fact that babies kept coming up didn't help her.

"Those yummy, Pinkie! Let me help you!" declared Twilight.

Twilight took the platters Pinkie was carrying with her magic.

"But we better cover them up so they don't get spoiled." added Twilight.

"Why would they get spoiled?" asked Pinkie confused, "We're gonna eat them all super soon!"

"Oh, didn't any pony tell ya? Shining Armor and Cadence are held up. They might not arrive 'till Saturday." answered Applejack.

"What?!" cried Pinkie.

Pinkie Pie began to freak out.

"You...mean...I have...to wait...another whole day?! I don't think I can!" exclaimed Pinkie.

"Pinkie Pie, do you have something to say?" asked Twilight.

"We can tell you're hiding something." added Sunset.

Pinkie Pie yelled gibberish.

"We're here to listen." said Fluttershy.

"Well, go on, sugar cube." said Applejack.

"We're not going to judge you, darling." said Rarity.

"You'll feel so much better once you get it off your chest!" declared Spike.

"Come on. Whatever it is you can tell us! We're your best friends!" exclaimed Rainbow.

Pinkie Pie couldn't do it anymore.

"Okay, okay, okay! You win!" cried pinkie.

Pinkie Pie took an inhale.

"Shining Armor and Cadence are going to have-" began Pinkie.

"An awesome weekend with the best little sister in all of Equestria!" declared Shining Armor.

Luckily for Pinkie, Shining Armor and Cadence had perfect timing. Also, luckily they weren't needed in Maretonia until the next week. Shining Armor got close to Pinkie.

"Lucky we can when we did, huh? I'm guessing you saw the scroll we sent Mr. and Mrs. Cake?" asked Shining Armor.

Pinkie blushed and nodded her head.

"Hey, I'm impressed." said Shining.

"So you're going to tell Twilight now?" asked Pinkie hopeful.

"You're going to have to wait just a little bit longer. We have something special planned. It'll be worth it, I promise." answered Shining.

"It'd better be." answered Pinkie.

The girl embarked on their scavenger hunt going all across Ponyville. Sunset managed to piece it together while Pinkie nearly fell apart. Finally, the reveal came at Sugar Cube Corner: Twilight was going to be an aunt much to her joy. The celebration party lasted for several hours with Twilight beaming that she was going to be an aunt. Once the party ended; Twilight, Shining Armor, Cadence, Sunset and Spike returned to the castle with Twilight still going on about how excited she was. Twilight was going on and on about how excited she was to be an aunt the entire way. Once back home, the four ponies gathered around the throne while Spike went off to his room.

"We have to get down to business." began Sunset.

Twilight's joyous mood soon died down.

"Oh yeah." sighed Twilight.

"This is about Starlight, isn't it?" asked Cadence.

"We need help. Equestria cannot do this alone." answered Sunset.

"Of course, Cadence, you shouldn't fight considering you're with foal." added Twilight.

"A foal who would have no future under Starlight." stated Sunset firmly.

Cadence winced at this.

"Sunset!" exclaimed Twilight alarmed.

"We have to be brutally honest." replied Sunset firmly.

"It's not that we don't want to help." sighed Shining Armor.

"But, the Crystal Empire recently recovered and a war would not be a popular decision." concluded Cadence.

"And what if Equestria falls?" asked Sunset.

"We'd gladly open our kingdom to any refugees." answered Cadence.

"That's it?!" cried Sunset angrily.

Sunset stamped her right hoof angrily.

Twilight squirmed clearly uncomfortable.

"We're at risk of being slaves and that's all you can do!" cried Sunset.

"I want to help..." began Cadence.

"Give me one good reason you can't!" spat Sunset.

"Our kingdom has just recovered. A war is the last thing we need." said Shining Armor.

"So you'll let us out to dry because you won't fight a war far away from your own kingdom!" declared Sunset.

"Please calm down." requested Twilight.

Sunset saw the hurt in Twilight's eyes and took a deep breath.

"I am sorry for going over the edge." said Sunset calmly.

"It's quite alright." said Cadence.

"You realize, your kingdom would be upset by an influx of refugees." noted Sunset.

"Not to mention it would tax your resources." added Twilight.

"Right now, that is what we're more equipped to handle." replied Shining Armor.

"So...I guess there's no way to change your mind." sighed Sunset.

Shining and Cadence shook their head no.

"We both grew up in Canterlot and would love to help." began Shining.

"But, we can't find a logical way to at the moment." finished Cadence.

"If worse comes to worse, we can start sending ponies your way." said Twilight.

"Just let me know in advance and I'll have guards ton the boarder. I doubt the Equalists would want to involve the Crystal Empire before they secure control across Equestria." said Shining.

"That will give us time to prepare." said Cadence.

"I guess the situation could be worse." admitted Sunset.

"We could have no pony helping." noted Twilight.

"Have you tried asking for help again?" asked Cadence.

"Once again, the letter the went sent to the Griffin Kingdom was vandalized. I won't repeat the horrible profanity used." answered Twilight.

"The letter we sent to the Dragon Kingdom was burned to ash." sighed Sunset.

"Oh dear." sighed Cadence.

"We even tried reaching out the kirin." revealed Sunset.

"Oh wow." gasped Cadence surprised.

"None of them would talk to us." shrugged Sunset.

"Did you run into Nirik?" asked Shining concerned.

"We didn't go, but the pegasus who went didn't report any." answered Twilight.

"That's a relief." sighed Shining.

"I have a question." said Sunset.

"What is it?" asked Cadence.

"Do either of you know what happened to the hippogriffs?" asked Sunset.

"Not really." answered Cadence.

"We don't really have a strong connection with that part of Equestria." noted Shining Armor.

Cadence recalled something.

"I do remember hearing something about a storm. Must be bad weather." revealed Cadence.

Cadence then let out a yawn.

"I gotta get to bed. This little one needs her sleep." said Cadence.

"So, have you thought of a name?" asked Twilight.

"Skyla is a name." answered Cadence.

"I'm sure a flurry of names are coming to you." said Sunset.

"I'd think you of all ponies would follow whatever your heart said." added Twilight.

"You're right." agreed Cadence.

Cadence let out another yawn.

"Let's get you two to bed." said Shining Armor.

Shining began leading Cadence away.

"Wait!" cried Twilight.

A surprised Shining Armor and Cadence turned back to Twilight.

"Please considering helping us." requested Twilight.

"We will." agreed Shining.

"Flurry Heart." muttered Cadence sleepily.

Cadence and Shining Armor went off to their room to sleep while Sunset and Twilight crawled into their bed. However, Twilight wasn't having an easy time sleeping.

"Sunset..." began Twilight.

"What is it?" asked Sunset, half asleep.

"Do you think they'll really help?" asked Twilight worried.

Sunset sat up now fully awake.

"I am sure they will. There is nothing to worry about." answered Sunset calmly.

"But, if they don';t we'll be all alone!" cried Twilight.

"We have the yaks." noted Sunset.

"That is true and they will be very helpful." said Twilight.

Twilight let out a somber sigh.

"I do wish we had more allies." confessed Twilight.

"That would be nice." agreed Sunset.

Twilight let out a concerned murmur.

"But, we'll make do with what we have." replied Sunset.

"Thank you. Goodnight." said Twilight.

"Goodnight." said Sunset.

Author's Note

A/N: that's where we'll end things for now. So, Flurry Heart is coming into the world and Cadence and Shining Armor are still unable to fully commit to military aid against the Equalists. This was a hard chapter trying to balance the episode and the events of here. I will do one more chapter based on an episode then it's fully original content focused the Equalists. That need to take priority. Next time; we see how paranoia is plaguing Ponyville, update on the situation and visit the Equalists. Please continue.

Chapter 20

It was a new morning in Ponyville and all of Equestria. At their home, Twilight and Sunset where in the kitchen eating the breakfast Spike had made.

"These are delicious pancakes." said Sunset.

"I've been making them for Twilight sine I could cook." shrugged Spike nonchalant.

"You really are the Princess of pancakes." joked Sunset.

Twilight giggled.

"I guess so." agreed Twilight.

"We are low on butter." noted Spike.

"We seem to be low on a few things." mused Sunset.

"We'll have to go to the market." sighed Twilight.

"Okay, what's wrong?" asked Sunset suspicious.

"Nothing." answered Twilight casually.

"You didn't seem to thrilled." replied Spike.

"I was hoping to relax here today." revealed Twilight.

"Celestia sent you here you'd get out and make friends." stated Spike.

"I've done that. I was just hoping for a flop day." replied Twilight.

"Okay, tell me why you really don't want to go." demanded Sunset.

Twilight hung her head.

"Ponyville...isn't the same." confessed Twilight.

"Security has beefed up lately." mused Sunset.

"It used to be a friendly and nice town. Even when Sombra and Tirek attacked it stayed that way. But, Starlight Glimmer has managed to turn Ponyville in a town full of suspicion and hostility. All without setting a hoof in town." explained Twilight.

"It's not that bad." said Sunset.

"Well..." began Spike.

Sunset nudged the baby dragon to stop as she got up.

"Come Twilight. You'll see." said Sunset.

The three finished eating their breakfast. Sunset and Twilight got ready to go into town and shop. Spike was asked if he wanted to come, but the baby dragon decline noting he had things to do around the castle. Sunset and Twilight grabbed their saddle bags and headed into town. Things seemed to be going well and Twilight started to relax. However, a rucks caught their attention.

"I said, who are you working for!" cried Bulk.

The two mares found Bulk Biceps standing over a quivering gray stallion. His cutie mark was a cart with various items around it.

"I told you, I work for me!" cried the gray stallion upset.

"What's going on here?" asked Sunset.

Bulk turned and saluted.

"Ma'am, I found this outsider trying to sneak into Ponyville." said Bulk.

"I told you, I'm..." began the gray stallion.

"Quiet!" snapped Bulk

The gray stallion lowered his head.

"Who are you?" asked Sunset.

"I'm a traveling salespony. I came to Ponyville to peddle my goods." answered the gray stallion.

"Show me what you have." requested Sunset.

The salespony showed a wagon full of assorted items.

"I going from location to location trading and picking up whatever I can." explained the salespony.

"Are you sure he's not an Equalist?" asked Bulk.

"Yeah." answered Sunset.

"I swear I'm not!' declared the salespony.

"I know." replied Sunset.

The salespony let out a sigh of relief.

"I'm sorry for all of this." said Sunset.

"With everything going on. I can't blame you." said the salespony.

The salespony then left.

"Bulk, you can't just harass innocent ponies." said Twilight.

Bulk hung his head.

"I'm sorry." said Bulk regretful.

"It's okay." said Twilight.

The two left and did their shopping. They where ready to return home when angry shouting caught their attention.

"That can't be good." mused Sunset worried.

Sunset saw her marefriend quivering.

"It's okay Twilight. We'll handle this together." said Sunset.

"Promise?" asked Twilight worried.

"Promise." answered Sunset.

The followed the noise until they found an angry mob outside Quills and Sofas. Davenport was in the doorway being yelled at by the mob.

"Please! No!" cried Davenport worried.

Twilight used her magic to teleport herself and Sunset to the side of Davenport.

"Quiet!" cried Sunset.

The mob stopped their yelling as quiet sank in.

"What in the name of Celestia is going on here?" asked Sunset.

"He's an Equalist!" accused Caramel.

The mob began yelling again.

"Quiet!" cried Sunset again.

Again, the mob stopped.

"It's all a huge mistake." said Davenport.

"Tell that to your leader Starlight!" snapped Sea Swirl.

"I have a sale where, if a pony can bring me proof of a lower price, I'll giver them an equal or a better deal. That's it." explained Davenport.

"He said it again!" exclaimed Hughbert Jellius.

"I say we run him out of town!" cried Mr. Waddle.

"Let's hang from a streetlight!" cried Walter.

Twilight and Sunset were horrified by how popular this idea was.

"Please no!" cried Davenport.

"There will be no lynching as along as we're here!" declared Sunset firmly.

The mob grumbled angrily.

"I can't believe this." began Sunset.

"We have to be on guard!" declared Lotus.

"The Equalists could be anywhere!" declared Aloe.

"This is awful!" cried Daisy.

"Horrible!" cried Lily.

"Terrible!" cried Rose.

The three flower ponies fainted.

"And ponies say Rarity overacts." muttered Sunset.

"Equestria has due process for a reason: to clear innocent ponies accused of crimes. If you hurt Davenport, I can guarantee you would feel awful once you realized he's innocent." said Twilight.

"i think Princess Twilight is right." said Bon Bon.

"They've abducted my friends!" cried Lyra hurt.

"But, Twilight is your friend too." noted Bon Bon.

"Well, I for one, also agree. This mob mentality is uncouth." said Octavia.

Vinyl nodded in agreement...or to the song she was listening too.

"I say better safe than sorry!" cried Berry Punch.

A number of ponies still agreed with this.

"Well, I agree with Twilight." said Derpy.

"Quite. This whole situation has gotten totally out of hoof." said Doctor Hooves.

"I still say he's an Equalist!" cried Walter.

His friend, Jeff Letrotski, shrugged.

"That's like, your opinion, man." said Jeff.

More arguing broke out.

"Enough!" screamed Twilight.

"Every pony leave now!" demanded Twilight.

The mob obeyed and slowly drifted away.

"Thank you so much!" exclaimed Davenport.

"No problem." replied Twilight distant.

"I guess I was wrong." said Sunset worried.

Meanwhile, an important meeting was taking place in Canterlot. Princess Celestia and Princess Luna where once again in their war room. As always, they where joined by Raven Inkwell. The same map of Equestria was on the wall with red 'x's to indicate where the Equalists had struck. To the horror of both royal sisters, the number had only increased since their last meeting.

"I don't need to tell you how dire our situation is getting." said Raven.

Raven pointed to the map.

The Equalists have begun abducting ponies in Baltimare and Fillydelphia." noted Raven.

"They haven't reached Manehattan." mused Luna.

"For the time being they have not got further north than Fillydelphia and Canterlot." confirmed Raven.

"Last thing Manehattan needs is another takeover." replied Luna.

"No part of Equestria needs that." stated Celestia.

"Yes, but Manehattan has just finished recovering from Sombra's capture of the city." explained Luna.

"For the time being, they're only taking pones not land." said Raven.

"To build up an army." muttered Celestia worried.

"They're setting their sights on Canterlot." added Luna, equally worried.

"All signs point that way." sighed Raven.

"Have there been any sightings?" asked Luna.

"We believe the Equalists are using the Hayseed Swamp to cover their routes." answered Raven.

"Damn!" cursed Luna.

"I cannot help but notice the Equalists have only gone eastward." said Celestia.

"To the south are the badlands and uncharted territory while Princess Twilight protects Ponyville further north." explained Raven.

"What about Las Pegasus?" asked Luna.

"The Equalists have not targeted it yet." answered Raven.

"It might be because the San Palmino Desert offers less protection." mused Luna.

"We'll concentrate our forces in the east." decided Celestia.

Princess Celestia thought for a moment.

"I also want regular Wonderbolts flyovers in the area." said Celestia.

"I do wish to disrespect the Wonderbolts, but the do not have a strong showing in these types of scenarios." warned Luna.

"That is true." admitted Celestia.

"I am afraid their success rate has dropped in recent years." said Raven.

Raven quickly produced a folder.

"First, there was the Young Fliers Competition where they where knocked out and had to be rescued." began Raven.

"I got a front row view of that." sighed Celestia.

"Then there was the time a large purple dragon attacked Ponyville and they where easily defeated." added Raven.

"We both recall that." said Luna flatly.

"They do excel at public showing though." said Raven.

"Forgive me for being rude, but does not help at the moment." noted Luna.

"Speaking of the public, how are ponies feeling?" asked Celestia nervously.

"Paranoia has spread across Equestria." answered Raven.

Celestia groaned.

"The Equalist threat has gone unstopped and most ponies don't see it being stopped anytime soon." said Raven.

"Dare I ask how ponies feel about us?" asked Celestia worried.

"I am afraid opinion is low. The invasion by Sombra, attack of Tirek and now this back to back to back have led ponies to doubt in your ability to keep them safe." answered Raven.

Th door suddenly opened.

"Forgive me Princess, but you are needed at Day Court." said Spearhead.

"I need a break anyway." muttered Celestia.

"I don't understand why you haven't suspended Day Court." said Luna.

"I want to hear the citizens concern and it is a nice bit of normalcy." explained Celestia.

As they got up, Spearhead spotted something on the map.

"Excuse me, but you haven't labeled something." noted Spearhead.

The royal sisters looked at they map.

"That is a rock farm which belongs to the family of one of the Element bearers.

Something was set off in the mind of Spearhead.

"I understand." stated Spearhead.

"Are you coming?" asked Celestia, in the hallway.

"Yes ma'am." answered Spearhead.

Hours passed and soon night fell on Equestria. At the rock farm, Limestone Pie was laying down enjoying a good night sleep after another hard day at work. As she dreamed of playing with her sisters as fillies, a loud noise woke her up. Limestone got up and slipped outside into the hallway. She could hear struggling and arguing from downstairs. Fearing the worst, she rushed to the room of Marble.

"Marble! Wake up! Marble!" cried Limestone, as softly as possible.

Marble was awoken and pushed her sister back.

"What are you-" began Marble angrily.

Before Marble could finish, Limestone covered her mouth.

"I think there are buglers in the house." said Limestone worried.

"We live on a rock farm and the closest town is Ponyville. You're having a nightmare." said Marble annoyed.

"Please." begged Limestone.

"Go back to sleep." huffed Marble.

"I would have gotten Maud, but she's off working on her rocktorate." said Limestone.

"Are you saying she's tougher than me?" asked Marble offended.

Marble shook her head.

"Forget it. I'll show you there's nothing wrong." said Marble.

Marble got out of bed and headed downstairs with Limestone behind her.

"See, there's nothing..." began Marble.

Marble froze seeing their home in disarray and their parents tied up on the ground.

"There's two of the three." said Double Diamond. Marble charged only to be knocked out by magical blast from Sassy Saddles.

"Run!" cried Marble hurt.

Limestone made a break for it, but tackled by a pegasus.

"Good work Lily Blossom." said Double Diamond, tying up Limestone.

"Lieutenant, I've searched the home and cannot find the third sister." said Donut Joe.

"Never mind. We got four and that will have to do." replied Double Diamond.

Author's Note

A/N: That's where we'll end things for now. So, Pinkie's family has once again been captured by the evil that threatens Equestria. This time, Maud escaped and that might come back to hurt the Equalists. But, how did that fine out about the rock farm? Next time, we deal with the aftermath of this and Twilight considering whether or not to change the past. Please review.

Chapter 21

The sun arose in Ponyville. Twilight Sparkle and Sunset Shimmer where soundly sleeping in their bed together. However, the peace and quiet would not last.

"Twilight!" cried Pinkie.

Twilight and Sunset jumped up.

"Pinkie! We locked the door! how did you get in?!" asked Sunset stunned.

"No time for that!" declared Pinkie.

"Then what's..." began Twilight.

"My family is gone!" cried Pinkie.

The door opened and Maud entered.

"I was at Gastly Gorge working on my rocktorate. When I returned, our home was in shambles and our family missing." explained Maud.

"Do you think she..." said Twilight, trailing off.

Sunset Shimmer let out a sigh.

"I wouldn't put it passed her." answered Sunset.

"We searched around the rock farm and found nothing!" cried Pinkie horrified.

"Pinkie, you have to stay calm. I know this is a lot, but losing it won't help." said Sunset.

"I'm doing better than Maud!" exclaimed Pinkie.

"I'm a total wreck." confirmed Maud, monotone as always.

Spike rushed into the room.

"What's going on?" asked the baby dragon worried.

'The Equalists took my family!" cried Pinkie Pie.

"Sweet Celestia!' exclaimed Spike.

Sunset and Twilight got off their bed.

"Speaking of the princess, Spike, I want you to write her a letter telling her what's going on." said Twilight.

"Can do!" declared Spike.

"We're gonna form a search party." said Sunset.

The four quickly left the castle and reported what happened. With Pinkie being as liked as she is, there was no shortage of volunteers to help search. Twilight also got a reply from Princess Celestia asking to be get up to date. A number of ponies began to search the perimeter for any sign of the Pie family. Twilight, Sunset, Pinkie, Maud, Rarity, Applejack, Rainbow Dash and Fluttershy went to the rock farm.

"The door in lying on the floor." noted Sunset worried.

"That's how I found it." replied Maud.

The girls found the door ripped off its hinges with two indents on it.

"This is definitely some pony buckin'. I recognize those marks anyway." said Applejack.

The entered the kitchen to plates and bowls shattered on the floor.

"Over here!" called Rainbow.

A bag of flour was spilled open on the floor and hoof prints where visible.

"mom must have started breakfast when they attacked." said Pinkie worried.

"I thought you said it was the middle of the night." noted Rainbow confused.

"We wake up very early." said Maud.

"Um guys, I think you should see this." said Fluttershy.

The group went into the dinning room. The chairs where broken to pieces and the table broken in half.

"This looks like the ring during an extreme rules match." said Rainbow.

The others gave her a puzzled look.

"Wrestling. Come on." said Rainbow.

Applejack looked at the table.

"This was the result of some pony being put through the table." said Applejack.

"Then one of these ruffians must have been quiet strong." mused Rarity worried.

Th girls combed the house, but found every other room untouched.

"I'd wager the Equalists burst in and attacked your mother. Your father tried to defend her, but another Equalist was able to overpower him." said Sunset.

"What about Limestone and Marble?" asked Pinkie.

"They probably heard the noise and came down only to be taken." answered Twilight solemnly.

"Let's head back to Ponyville." said Sunset.

The girls returned to Ponyville only to discover the search came up empty. Sunset told them to stay alert then the returned to the castle with the others.

"Any luck?" asked Spike hopeful.

"No." answered Twilight flatly.

"What's our next step?" asked Rainbow excited.

"Nothing." answered Twilight sadly.

"Surely there must be something we can to." replied Rarity concerned.

"We can always try a rescue plan." noted Applejack.

"I am afraid not." replied Sunset.

"Why not?!" asked Rainbow upset.

"We do know where they are." added Rarity.

"Yeah, but where don't know where in the Macintosh Hills they are and I'm sure they've set up traps to catch intruders. It's took risky." explained Sunset.

"Oh my." gasped Fluttershy.

Pinkie Pie began to bawl her eyes out.

"It's okay." whispered Maud.

Fluttershy walked over to Pinkie.

"We're here for you." said Fluttershy.

"I'm afraid I can't take no for an answer." stated Applejack.

"It's too dangerous!" declared Sunset.

"Not trying a rescue mission ain't gettin' us anywhere!" declared Applejack.

"I'm in!" exclaimed Rainbow.

"And what we will do when you two get killed?" asked Sunset.

"We're awesome! There's no need to worry." answered Rainbow nonchalant.

Rarity cleared her throat.

"Applejack, darling, could your insisting on a rescue attempt be in part to your own parents tragic demise?" asked rarity, being as careful as possible.

Applejack winced at this.

"I know this must strike nerve, but we have to think rationally." said Sunset.

Tears where building in the eyes of Applejack.

"I don't want another pony to go through what I went through."said Applejack hurting.

Rarity walked over to her marefriend.

"That is perfectly understandable darling. But, putting your self in a situation where you can only be hurt won't help us." replied Rarity.

Applejack was doing her best to hold back her tears.

"Maybe you're right." relented Applejack.

"Whoa! Whoa! Whoa!" began Rainbow Dash.

All eyes fell on the cyan mare.

"I still think we can pull this off!" declared Rainbow.

"It's too risky." said Twilight.

"We've dealt with tons of dangerous things from Nightmare Moon to Discord to Chrysalis to Tirek." replied Rainbow.

Rainbow Dash shrugged her shoulders.

"Hey, we even beat Sombra twice!" declared Rainbow.

Twilight flinched hearing this.

"Sorry! I didn't meant to upset you!" cried Rainbow regretful.

"It's alright." sighed Twilight.

"Anyway, the point is we can totally take them." said Rainbow.

"Why don't we hold this to a vote." proposed Sunset.

The others agreed.

"All in favor of this suicidal rescue mission." said Sunset.

"Only Rainbow raised her hoof.

"Not even you Pinkie!" cried Rainbow surprised.

"I just don't know what to do." answered Pinkie sadly.

"All opposed." said Sunset.

Sunset, Twilight, Fluttershy and rarity raised their hooves. Applejack and the two Pie sister chose to abstain.

"Fine." relented Rainbow.

"Pinkie. Maud. if it makes you feel any better it doesn't seem like Starlight hurts her captives." said Sunset.

"She just warps their mind and makes their her slaves!" exclaimed Pinkie.

"I promise we'll fix all of this. One way or another." vowed twilight.

"Thank you." replied Maud grateful.

The others left and headed back to town. Twilight excused herself soon after heading to the main study. There, Twilight Sparkle locked herself away for hours. Nothing Sunset or Spike could do was able to get through to her. Finally, Sunset used her magic to teleport inside. Twilight was in the midst of reading and nearly jumped at the suddenly arrival of her marefriend.

"I didn't meant to scare you." said Sunset apologetic.

"It's fine." sighed Twilight.

"I wanted to see how you where doing." said Sunset.

Sunset Shimmer began making her way over to her lover.

"It's fine." said Twilight nervous.

Sunset Shimmer got close to Twilight.

"Please don't lie to me." requested Sunset.

Twilight let out a sigh.

"I don't feel right about it anyway." admitted Twilight.

"This is about what happened to Pinkie's family, isn't it?" asked Sunset.

"Yeah." answered Twilight flatly.

Sunset wrapped a foreleg around Twilight.

"I know it's hard. It's hard for all of us." said Sunset.

"This is the second time her family has been caught up in something like this." said Twilight.

"And the first time, you where the one attacking them." stated Sunset.

Twilight winced at this.

"I'm not trying to open old wound." stated Sunset.

Twilight let out a sigh.

"I know." said Twilight.

"You've already been forgiven for what happened.' noted Twilight.

"It's not that easy." replied Twilight glumly.

"Twilight..." began Sunset.

Sunset Shimmer got a good glimpse at the book Twilight was reading.

"What's that?" asked Sunset cautious.

"Nothing!" answered Twilight panicked.

Alarmed, Sunset looked at the book.

"It's a book about time travel." noted Sunset confused.

"Yup. That's it." said Twilight worried.

"Why didn't you want me to see this?" asked Sunset firmly.

"No reason." answered Twilight lying.

Sunset managed to quickly piece together the puzzle.

"Twilight, are you going to time travel and change the past?' asked Sunset.

Twilight was silent.

'Please answer me." said Sunset firmly.

"Maybe." squeaked Twilight.

"I didn't hear you." said Sunset.

"I said that Mi might!" declared twilight.

Twilight hung her head sadly.

"Ya know, that's not a bad idea." began Sunset.

"It isn't?" asked Twilight surprised.

"Actually, it could be stroke of brilliance." answered Sunset.

Twilight had not expected this.

"Yeah. Just back and stop Starlight before she gets away." answered Sunset.

"Oh yes! That's exactly what I was planning!" declared Twilight.

Sunset Shimmer began to think.

"We don't have to stop there." began Sunset,"We can go back and stop Tirek or Sombra...

Sunset trailed off as a realization struck.

"Be honest with me, are you planning on going back in time and stopping yourself from falling under the rule of Sombra?" asked Sunset.

"Yes." answered Twilight solemnly.

An eerie silence followed.

"That does make sense." admitted Sunset.

Sunset chuckled sadly.

"Then you'll never fall under his control. You'll never betray Equestria. You'll never met me." said Sunset sadly.

"I've thought of that." admitted Twilight somber.

"Twilight, I can't tell you what to do." said Sunset.

"I was hoping you would." admitted Twilight flatly.

"Only you can make that decision." said Sunset.

"So I've been told." sighed Twilight.

"I love you more than anything in this dimension or the other dimension I fled to..." began Sunset.

Sunset needed a moment.

"That is why I'll support whatever decision you make." revealed Sunset.

"Even if that means us never meeting?" asked Twilight amazed.

"Yes." answered Sunset flatly.

Sunset Shimmer shook her head.

"Who knows. Maybe we'll still be destined to met." suggested Sunset.

Author's Note

A/N: That's where we'll end things for now. So, the Pie family has been captured and we have more details. Plus, Sunset knows and supports Twilight with some possible foreshadowing throw in. Next time, It's Nightmare Night in Ponyville. Please review.

Chapter 22

Nightmare Night was finally here in Equestria. Ponies all across the land where glad Princess Luna kept the tradition going. Even more so now that it provided a good distraction from the Equalist threat. In Ponyville, the town was gearing up for the holiday.

"You know, this will be our first Nightmare night together." said Sunset.

"I'm so excited!" declared Twilight giddy.

"Before I was consumed by my lust for power this wad my favorite holiday." said Sunset.

Sunset blushed a bit.

"Of course I'd always hid some candy away instead of offering it." confessed Sunset.

"I used to do the same." admitted Twilight.

The two shared a giggle.

"I don't think many fillies will be coming by in the Everfree Forest." said Twilight.

"It's a no - go zone so they shouldn't be." muttered Sunset.

A devious smile came to the face of Sunset.

"You know, that means we won't be interrupted." cooed Sunset.

"We are going into town, aren't we?" asked Twilight.

"Of course." answered Sunset nonchalant.

Sunset Shimmer shook her head.

"I mean, we are alone." noted Sunset.

"Spike's here and the others will come looking for us." replied Twilight.

"I'm coming onto you." stated Sunset.

"Oops. Must have missed that." confessed Twilight.

Sunset leaned in for a kiss when the door opened.

"Hey, the others are here." noted Spike.

The baby dragon paused as Sunset let out an annoyed groan before calming down.

"Let's see what she wants." said Sunset.

They left with Twilight lagging behind.

"Can I bring myself to erase our relationship?" asked Twilight to herself.

The girls gathered together and began planning their Nightmare Night. Spike slipped into his Nightmare Night costume: a two headed dragon. Fluttershy then arrived under guise of gathering lettuce. However, it was clear she was afraid of the holiday. Spike convinced her to stay put longer and the girls decided to show her a night of fun. Rarity, Fluttershy and Spike where up front while the others where bringing up the rear through the forest.

"I'm awfully glad to see Fluttershy givin' Nightmare Night a shot." said Applejack.

"I know! Staying inside on such a fun is is crazy!" declared Pinkie.

"It's perfectly fine for Fluttershy to stay in if she wants." noted Sunset.

Pinkie opposed out of Sunset's mane.

"Of course silly!" exclaimed pinkie.

Pinkie bolted out of Sunset's mane leaving her baffled

"Oh come on!" cried Sunset.

"Y'all got fair warning." shrugged Applejack.

"It's Pinkie Pie, don't question it." added Rainbow.

Sunset grumbled. Her inner scientist desperate to know how Pinkie Pie worked.

"Don't forget, last time I tried I was chased by a hydra." said Twilight.

"I am proud of Fluttershy for givin' Nightmare Night a fair shot." said Applejack.

"Totally! After tonight, she'll never want to stay in again!" cried Rainbow excited.

"Oh you've got that right." said Sunset.

"Remember, this is Fluttershy so we better not go too far." said Twilight.

"Of course not." agreed Sunset.

"Good." yawned Twilight.

"You sleep well sugar cube?" asked Applejack concerned.

Twilight shook her head.

"I'm fine." answered Twilight.

"That didn't answer ma question." replied Applejack suspicious.

"The answer you're looking for is no." revealed Sunset Shimmer.

Twilight's face turned crimson.

"Sunset!" cried Twilight embarrassed.

"The Element of Honesty would only want the complete truth." shrugged Sunset.

"It's true." confirmed Applejack.

"I've been...busy lately." confessed Twilight.

"It's about the Equalists, ain't it." replied Applejack.

"I've been trying to pinpoint their location based on what little we know. However, it is impossible." sighed Twilight.

Twilight looked at Pinkie up ahead.

"She's gotten a lot better." said Sunset.

"Her smiles hides her pain." stated Applejack worried.

"How can you tell?" asked Rainbow confused.

"Experience." answered Applejack bluntly.

"It's not just here, there are tons of families that are missing loved ones because of Starlight." said Sunset.

"That burns my hide." said Applejack angrily.

"Not not mention discontent the marital law brought about." sighed Twilight sadly.

"It better stay there." grumbled Rainbow.

"What was that?" asked Applejack curious.

"I'm just saying the princess shouldn't extend that here." answered Rainbow.

"Not you to!" cried Twilight.

"I'm the Element of Loyalty so I won't turn my back on the princess. But, I don't want a bunch of soldiers to come to Ponyville and boss us around." explained Rainbow upset.

"What's wrong?" asked Applejack concerned.

"Scootaloo overheard her aunts talking about moving because of the Equalist thing. She's afraid they'll take her with." answered Rainbow worried.

"We won't let that happen." said Twilight.

"Thanks. I can let her crash with me. It might be fun." said Rainbow.

They arrived and saw ponies in costumes.

"A lot of really good costumes." said Sunset.

"Yeah. A pony could hide in plain sight." replied Rainbow.

"Like Starlight." whispered Twilight horrified.

"Did you say something?" asked Sunset.

"I forgot something at the castle." answered Twilight.

Twilight quickly used her magic to teleport back to the castle. Once there, she rushed into her room and locked the door. Twilight then crawled onto her bed and begged for the horrible thoughts to go away. Her exhaustion caught up as Twilight fell asleep. Her peaceful sleep ended something later and Twilight got up. She looked outside and found Ponyvile engulfed in flames. Twilight jumped out of the window and flew to town.

"Nice to see you again." cooed Starlight.

Twilight turned around and came face to face with Starlight Glimmer.

"How did..." began Twilight.

"Thanks to this sill holiday, i was able to enter Ponyville in costume and no pony suspected a thing." answered Starlight bragging.

"Well I'm going to pout a stop to you!" declared Twilight.

Starlight Glimmer let out a dark cackle.

"Aren't you wondering where your friends are?" asked Starlight.

The other ponies arrived without cutie marks and sporting a disturbing smile.

"Y'all should join us!" declared Applejack.

"Not having a cutie mark is awesome!" declared Rainbow Dash.

"It is simply wonderful darling." agreed Rarity.

"Guys! You have to snap out of this!" cried Twilight.

"But we have so many friends." said Fluttershy.

Twilight turned her attention back to Starlight.

"Free them now!" demanded Twilight.

"It's not my fault they've joined me." shrugged Starlight.

"That's right. You couldn't stop her. All of our friends and families where being recruited and you couldn't stop it." said Pinkie.

Twilight felt her heart breaking as Sunset Shimmer approached.

"No." said Twilight devastated.

"It's all over. Don't fight it. Join us." said Sunset.

Twilight shot up and frantically looked around. She found herself in her bed in the Castle of Friendship. Twilight jumped up and looked out the window to find Ponyville totally okay. Realizing it was only a nightmare, Twilight kicked herself for letting it get to her then put on her costume. She then used her magic to teleport back to town. There, she quickly met up with all of her friends now in their costumes. They then made their way to the Apple family haunted corn maze.

"Keep it together. Everything is okay." said twilight to herself.

Sunset Shimmer, dressed as Clover the Clever, walked over to her.

"Are you okay?" asked Sunset.

"Fine." answered Twilight, not convincing.

Twilight suddenly heard the laughter of Starlight Glimmer echoing around her.

"Did you hear that?" asked Twilight worried.

"Yeah. It is strange." answered Sunset.

Twilight began shaking as loud moaning continued.

"Applejack, I don't like this." said Sunset, trying to be brave.

"Ain't nothing to be scared of." replied Applejack, puzzled herself.

Suddenly, a pair of glowing ghosts popped out. The girls ran off and didn't stop until they reached a tunnel.

"Which way are we supposed to go now?" asked Sunset.

Twilight hear the voice of Starlight call out to her.

"Uh, I don't know! I don't know what's going on!" answered Applejack worried.

Twilight felt her heart skip a beat.

"What do you mean? Didn't you help plan this?" asked Rainbow.

Twilight heard the voice of Starlight getting louder and louder.

The girls heard squeaking

"There's Granny Smith. Not that I was scared." said Applejack, lying.

Starlight sounded like was right near them.

"I'm a pretty good actress when I wanna be." said Applejack.

As Applejack approached Granny Smith, Twilight saw eyes looking at her from the the then touched "Granny Smith" whose head fell off.

"Starlight killed Granny Smith!" screamed Twilight in horror.

Twilight ran off with Sunset behind her.

"Wait!" cried Sunset.

Twilight ran aimlessly through the maze seeing Starlight Glimmer at ever turn.

"I can't escape!" cried Twilight.

Twilight then heard hooves chasing her.

"She's coming for me!" thought Twilight in terror.

Twilight became so frazzled she didn't notice a rock on the ground and tripped over it.

"She's booby trapped it." thought Twilight horrified.

Twilight scrambled down a left handed path, but found a dead end.

"Oh no." whispered Twilight.

Twilight turned around and found Starlight Glimmer walking up to her.

"I finally caught you." said Starlight coldly.

"Stay back!" cried Twilight.

"What's wrong?" asked Starlight sarcastic.

"I'm warning you!" cried Twilight.

"I'll take care of everything." cooed Starlight.

Twilight fired a blast of magic that hit Starlight and knocked her back. Twilight was relieved, until Starlight became Sunset Shimmer.

"Sunset!" exclaimed Twilight in terror.

Twilight raced over to Sunset who got back up.

"Damn. You pack a punch." said Sunset.

"I'm so sorry." began Twilight, "I thought you where..."

"Starlight Glimmer?" asked Sunset.

Twilight hung her head.

"I kinda figured." noted Sunset, pained.

Twilight winced in guilt.

"I'm fine. Really." said Sunset.

twilight hung her head.

"Now, tell me what's going on." requested Sunset.

Twilight explained starting with Rainbow's comment about any pony could be here under disguise to her nightmare to now.

"Oh twilight." said Sunset,.

Sunset hugged her marefriend.

"This is exactly what happened when I fell under Sombra's control." noted Twilight pained.

"Nothing like that will ever happen again." said Sunset.

"You promise?" asked Twilight uneasy.

"I promise." answered Sunset.

The two shared a kiss.

"Let's find the others." suggested Sunset.

The two began walking together and Twilight felt safe. Once the found their friends, Fluttershy explained how this had been her plan to prank the girls in the spirit of the holiday.

"I'm so sorry you freaked out! I never meant for that to happen!" cried Fluttershy guilty.

"It's not your fault Fluttershy." replied Twilight.

"I think we're gonna call it a night. See you girls tomorrow." said Sunset.

Author's Note

A/N: That's where we'll end things for now. So, it seems Starlight Glimmer has really gotten to Twilight and that's bringing back bad memories. Next time, final preparation are made while Starlight makes her move. Please review.

Chapter 23

It was a dreary and overcast day in Ponyville. From her castle, Twilight Sparkle could only glumly look out the window at the gray sky. She asked Rainbow Dash to keep things sunny, but the cyan pegasus insisted Ponyville needed rain. This did not bode well for the down mood Twilight was already in as she laid on her bed with her blanket over her.

"Hey Twilight." said Sunset.

Sunset Shimmer slipped into the room.

"It's getting late. You can't stay in bed all day." said Sunset worried.

"I'm not getting up." said Twilight flatly.

Sunset walked over to her marefriend.

"I know you're feeling down, but you can't mop around." said Sunset.

Sunset used her magic to pull the blanket off Twilight.

"Yes I can." stated Twilight.

Twilight used her magic to put her blanket back over her.

"Ponyville needs you." said Sunset.

Sunset again pulled the blanket off with her magic and tossed it aside.

"Equestria needs you." added Sunset.

"Look what a great job I've done so far." replied Twilight sarcastic.

"You have to stop blaming yourself." said Sunset.

Twilight didn't reply.

"If you don't do anything then more ponies will be hurt." said Sunset.

Twilight sat up.

"Maybe, but nothing has been able to stop Starlight yet." noted Twilight.

Sunset Shimmer rubbed her chin.

"Maybe we can't..." began Sunset.

"What are you talking about?" asked Twilight confused.

Sunset gave Twilight a stern expression and Twilight quickly realized what she was talking about.

"No way!" declared Twilight.

"We don't have a choice." said Sunset.

It was a beautifully chaotic day in Chaosville. In his home, the sole resident of Chaosville, Discord was enjoying some time alone as he planned out what chaotic thing to do next. Suddenly, in a flash he found himself facing Sunset and Twilight.

"Can't you give me a warning before doing that?" asked Discord annoyed.

"Look, we need your help." said Sunset.

Discord laughed.

"The two mighty pupils of Princess Celestia need my help?" asked Discord amused.

"At least he's back to his old self." muttered Twilight irked.

"Yes." said Sunset.

"Does this have anything to do with that Starlight Glimmer who I keep hearing about?" asked Discord.

"We where hoping you could help us fight her." answered Sunset.

Discord stroked his goatee.

"I'm not so sure." replied Discord.

"Oh come no!" cried Twilight.

Sunset managed to quickly calm her down.

"I know you have a short fuse with him. So do I. But, we really need his help right now." noted Sunset.

Twilight took a deep breath.

"Okay." relented Twilight.

Discord cleared his throat.

"Back to me." said Discord.

"You can end this entire mess with a snap of your fingers." said Twilight.

"I probably could." shrugged Discord.

Discord pretended to think it over.

"I don't feel like it." said Discord.

"What?!" asked Sunset enraged.

"Remember, stay calm." whispered Twilight.

Now it was Sunset Shimmer who needed a moment to calm down.

"Why won't you help us exactly?" asked Sunset, trying to stay calm.

"I don't feel like it." answered Discord.

"Oh come on!" cried Sunset.

Twilight quickly worked to keep Sunset calm.

"Why?" asked Twilight.

"Not interested." answered Discord.

"I swear if this is you trying to teach us a lesson in some bullshit manner..." warned Sunset.

"Careful my dear. That might fly in that human world, but here in Equestria the word "bullshit" could be viewed as a slur." replied Discord.

Sunset growled angrily.

"Twilight can simply go back and change time like she's already thinking about doing anyway." said Discord.

"How did you know that?!" asked Twilight surprised.

Discord let out a laugh.

"You forget who you're talking to." answered Discord.

"Have you been spying on us?!" asked Sunset enraged.

"I could be fly on the wall while you're talking about ongoing events or the mouse watching you make love." answered Discord.

"We haven't done that!" exclaimed Twilight.

"And if we find you actually doing that then no pony can save you." said Sunset firmly.

"Some ponies cannot take a joke." sighed Discord.

Sunset and Twilight where not amused.

"Besides, when it comes to helping you against starlight, I just don't see anything in it for me." said Discord.

'Why you." said Sunset furious.

Twilight stopped her marefriend with a smile.

"Not even if they go after Fluttershy?" asked Twilight.

Discord froze as his eyes became as wide as saucers.

"I didn't think of that." whispered Discord worried.

"They're going after every single pony in Equestria and already attacked Pinkie's family. They'll have no issue going after Fluttershy." said Sunset.

Discord snapped his finger and vanished.

'That actually went better than I expected." admitted Sunset.

Twilight left and headed to the study. Sunset didn't see her for a few hours and decided to see how she was doing. Twilight was face first in a book when Sunset walked up to her.

"This is how I expected to find you." admitted Sunset.

Twilight nearly jumped into the air.

"You startled me." noted Twilight.

"Sorry." said Sunset.

Sunset reached Twilight.

"What are you reading?" asked Sunset.

"Theories on time travel and its possible outcomes." answered Twilight meekly.

Sunset braced herself and managed not to keep her composure.

"I see." replied Sunset strained.

"You're upset." realized Twilight.

"I don't want you to change the past. However, that isn't my call." shrugged Sunset.

"Then I won't." stated Twilight.

"You still want to." said Sunset.

"Yes.' confirmed Twilight flatly.

Twilight groaned.

"Why can't this be easier?" asked Twilight.

"One thing I learned is that the world isn't black and white." answered Sunset.

"I just don't know what to do." sighed Twilight.

"Have you talked to Princess Celestia?" asked Sunset.

"i talked with Princess Luna." answered Twilight.

"What did she say?" asked Sunset.

"It's my decision to make." groaned Twilight.

"I taken it you haven't talked with Princess Celestia." mused Sunset.

"I just can't." replied Twilight exhausted.

Sunset thought.

"Let's go over this together." proposed Sunset.

"That would be great." sighed Twilight relieved.

"So, you want to go back and change the past." began Sunset.

"It would erase all of this and no pony would have to suffer." said Twilight.

"You'd still have to deal with Tirek and Starlight." noted Sunset.

"But, this gives me a second chance to do it right." said Twilight.

"You defeated Tirek." said Sunset.

"But, not Starlight." stated Twilight.

"How do you know we won't stop her?" asked Sunset.

"There's no guarantee of it." answered Twilight.

"There's no guarantee changing the past will improve things." said Sunset.

"Yes. That is true." conceded Twilight.

"If I remember correctly, the last time you tried to alter time it only created a paradox leading to the event that you where trying to avoid." began Sunset.

"That is correct." confirmed a curious Twilight.

"What if you travel back in time and it makes things worse?" asked Sunset.

Twilight tensed up.

"I am aware that is a risk." said Twilight.

"And you're willing to take it." said Sunset.

"Indeed I am." confirmed Twilight.

"How will you stop Tirek?" asked Sunset.

"I guess I'd use the chest again." answered Twilight.

"What about Sombra?" asked Sunset.

'If I don't fall back under his control there's no problem." answered Twilight.

"And Starlight Glimmer?" asked Sunset.

Twilight took a moment.

"That's a bridge I'll cross when I come to it." answered Twilight.

Sunset was surprised by this.

"That doesn't sound like you." noted Sunset.

twilight shook her head.

"That's the only thing I can do." sighed Twilight.

"That's dark coming from you." said Sunset worried.

"It's what has to be done." stated Twilight.

"What if you make things worse again?" asked Sunset.

Twilight winced at this.

"You're said you'd let me decided. Yet, you're trying to influence me into making the decision you want." said Twilight bitterly.

"You have your friends..." began Sunset.

Sunset took a moment to brace herself.

"You have me." said Sunset hurt.

Twilight adverted her gaze.

"The biggest thing holding me back is never meeting you." confessed Twilight.

Twilight shook her head.

"But, maybe it's for the best." said Twilight coldly.

Sunset winced.

"How could say that?!" asked Sunset hurting.

Twilight stood firm.

"The fate of Equestria is in the balance." answered Twilight numbly.

"You are the greatest thing in my life. I'd still be cruel and arrogant if it wasn't for you." noted Sunset.

Twilight tense up.

"Because I made you murder an innocent pony!" cried Twilight regretful.

A silence followed suit for several minutes.

"I think it's best we stop before this gets too out of control." said Sunset softly.

Twilight looked down.

"I think you're right." said Twilight.

"Goodnight." said Sunset.

Twilight was silent so Sunset Shimmer began leaving.

"I'll be in our room if you need me." said Sunset.

Hours passed and night fell. While most ponies slept, a group was on the go. The Equalists marched side by side with two in a row. At the front where Double Diamond and Party Favor. Their leader, Starlight Glimmer, stood alone in front leading them. They soon approached their destination: Canterlot. Starlight could help but smile wickedly as they reached the capital of Equestria. Rather then attack, Starlight led her forces around the side.

"I'm worried ma'am, what if we get caught?" asked Double Diamond worried.

Starlight chuckled causing the Alicorn Amulet around her neck to move.

"I told you, I have friends on the inside." answered Starlight confident.

Starlight heard rustling.

"And here he is." said Starlight.

Spearhead walked out of hiding and saluted.

"It is a pleasure to help you ma'am!" declared Spearhead.

"I knew making a guard my friend would work." thought Starlight arrogantly.

Starlight turned to her followers.

"Spearhead here is our friend and is kindly allowing us to enter Canterlot." said Starlight.

The Equalists started getting excited until Starlight hushed them with her magic.

"Remember, this is a surprise and we don't want to ruin it." said Starlight.

The Equalists began to enter Canterlot.

"So, all of Equestria will be follow my message." cooed Starlight.

Author's Note

A/N: That's where we'll end make it clear, when Starlight knocked out Spearhead she cast a spell that made him a sleeper agent. That is why he's helping them. Discord may or may not be on board while Sunset and Twilight have some tension. Next time, the Equalist attack on Canterlot. Please review.

Chapter 24

It was a beautiful and sunny day in Canterlot. The Canetlot elite ponies where about their daily business. Everything was going fine at the palace as usual. Spearhead and a male pegasus guard where talking.

"So, any plans for the Summer Sun celebration?" asked the male pegasus.

"No." answered Spearhead flatly.

"I'm sure a good looking guy like you must be able to find a mare." said the pegasus guard.

"Maybe." yawned Spearhead.

"You seem really exhausted." noted he pegasus guard.

"I haven't been sleeping well lately." admitted Spearhead.

Spearhead yawned again.

"I must be really tired because I guess I keep napping." added Spearhead.

"What do you mean you guess?" asked the pegasus guard exhausted.

"I keep losing time and I can't think of anything else it could be." answered Spearhead.

"Maybe it's aliens abducting you and probing your body." joked the pegasus guard.

Spearhead chuckled.

"Very funny." replied Spearhead.

Spearhead yawned again.

"If you wanna nap I can handle this." offered the pegasus guard.

"Not with the Equalists around!" declared Spearhead.

"It was just an offer." shrugged the pegasus guard.

The pegsus guard used his foreleg to pan across the room.

"It's not liking anything is happening." said the pegasus guard.

Just as the guard finishes, the front doors and sent flying by Trouble Shoes.

"Hello." said Starlight grinning.

The pegasus guard hoped into the air.

"You hold them off!" ordered the pegasus guard, "I'll go get..."

Before he could finish, the pegasus felt a sharp pain in his side and crashed. Looking over, he saw Spearhead and impaled him with his spear.

"Good work Spearhead." said Starlight.

"You bastard..." cursed the wounded guard.

A half dozen guards charged in.

"How pitiful." sighed Starlight.

Starlight fired a blast of magic easily taking out the guards.

"The security here is a joke." scoffed Starlight.

The Equalists heard yelling and orders being given.

"They know we're here now." noted Double Diamond.

Starlight chuckled.

"I want them to." said Starlight.

Starlight Glimmer snapped her head around.

"Split up into formation and begin securing ever inch of this palace." stated Starlight.

"Yes ma'am!" cried the Equalists.

"Double Diamond and Party Favor are with me." said Starlight.

Spearhead stepped forward.

"What about me?" asked Spearhead.

"Join in the assault." answered Starlight.

"Yes ma'am!" declared Spearhead excited.

Starlight Glimmer rubbed her chin with her foreleg.

"I want the pegasi outside. We'll need aerial supremacy." ordered Starlight.

"Yes ma'am!" cried the pegasus Equalists.

"Ma'am, will only Party Favor and I be enough to help you?" asked Double Diamond.

A number of guards burst in.

"Freeze!" ordered the guards.

Starlight fired a powerful blast of magic that sent the guards crashing into the wall.

"My loyal Lieutenant..." began Starlight.

Starlight held her Alicorn Amulet.

"We cannot lose." said Starlight.

The Equalists spread out and began swarming over the palace. Prince Blueblood had been annoyed his aunts wanted him to come in "take an active role in the rule of Equestria" so he managed to sneak off thanks to some distraction. However, one he realize this was the Equalist forces attacking he panicked. Blueblood hid in a closet and began to shake nervously. He heard hoof steps closing in.

'Please be a guard. Please be a guard." whispered Blueblood.

The hoof steps got louder until they where right on top of Blueblood.

"I don't see anypony." said a timid female voice.

"I know I heard one!" snapped a aggressive female voice.

The two began looking around.

"Please don't find me." thought Blueblood.

Bludblood was began shaking right next to a metal mop bucket. His shake caused Blueblood to hit the bucket.

"No oh." said Blueblood horrified.

Marble Pie burst through the door reducing it to splinters.

"I told you I heard some pony!" exclaimed Limestone.

Marble stood quietly behind her.

"Please don't hurt me!" cried Blueblood.

Bluebood was quivering in fear.

"I'll give you whatever you want! Bits! Land! Nobility! You name it!" offered Blueblood.

Limestone scoffed at this.

"Nothing will save you now." said Limestone.

In the throne room, an emergency caucus was being held. Word quickly spread around the palace about the invasion and Celestia jumped into action. She had Raven Inkwell fetch Luna while Kibitz kept her updated. Celestia was finally able to breath a bit easier when Raven returned with Luna.

"I'm so glad to see you are safe." said Celestia.

"It takes more than that to defeat me." stated Luna.

Luna looked around.

"Where is Blueblood?" asked Luna.

"I sent a search team to find." answered Celestia.

The royal sisters heard a horrified scream.

'No." said Celestia hurt.

"It's okay. We can save him." said Luna.

Celestia composed herself.

"Raven...status report." said Celestia.

"The Equalists have overtaken nearly have the palace already." said Raven worried.

"How did they get in?" asked Luna.

"A guard let them in." answered Raven.

The royal sisters where shocked.

"Let's see...it was Sword...no Shield...no...Spearhead." said Kibitz.

'He would never do such a thing!" declared Luna.

"Alas, he has." answered Kibitz.

"Have the Wonderbolts been alerted?" asked Celestia.

"Yes ma'am." answered Raven.

The sudden cry of a pained Spitfire was heard outside.

"I am not surprised." sighed Luna.

"You should leave while you have the chance." said Kibitz.

"We're staying here and defending our home." answered Celestia.

Suddenly, the door was blown open and laughing could be heard.

"What a sweet sentiment." said Starlight.

Starlight Glimmer entered the room, flanked by Double Diamond and Party Favor.

"It's also stupid." spat Starlight.

A guilty Party Favor fired a blast of magic knocking out Kibitz.

"Kibitz!" cried Ceelstia horrified.

With every pony busy focusing on Kibitz, Double Diamond quickly raced over and tackled Raven Inkwell into the wall knocking her out.

"Raven!" cried Celestia, more horrified.

Celestia's horror quickly turned to anger.

"This ends here!" declared Celestia.

Starlight Glimmer laughed.

"That's what I want." said Starlight.

Both royal sisters fired magical beams at Starlight, but she easily deflected them with a shield.

"It's going to take more than that to defeat me." replied Starlight.

The royal sisters took turns firing magic volleys at Starlight, but they didn't scratch her shield.

"How boring." yawned Starlight.

"If you wanted exciting..." began Celestia.

"You should have just told us." finished Luna.

The royal sisters fired a combined magic beam that began cracking the shield.

"That's more like it!" declared Starlight.

Starlight exploded her shield easily ending the sisters' attack.

"You better not go easy on me." warned Starlight.

The royal sisters huddled together.

"She is stronger than I thought." confessed Luna.

"That amulet has to be the source of her power." mused Celestia.

"How do we..." began Luna.

Before she could finish, a power blast of magic came their way. Celestia threw up a shield, but it was easily destroyed. The royal sisters where sent back, but used their wings to land safely.

"Enough stalling!" snapped Starlight.

The royal sisters nodded to each other.

"Fine with us!" declared Celestia.

Celestia fired another magic beam at Starlight.

"Again?" asked Starlight Glimmer flatly.

"Starlight easily blocked the attack with a shield.

"Too predictable." sighed Starlight.

Out of the corner of her eye, Starlight saw Luna flying right toward her.

"I see." said Starlight.

Starlight let out a magical burst which fizzled out the attack from Celestia and shot Luna backwards.

"Damn." cursed Luna.

"A good move, but not good enough." said Starlight.

"Are you okay sister?" asked Celestia.

Luna got up.

"I am fine." answered Luna.

"I have a plan." revealed Celestia.

"What is it?" asked Luna.

"Follow me." answered Celestia.

Celestia took flight headed toward Starlight Glimmer.

"Right." agreed Luna.

Luna did the same as her sister.

"Oh, this should be good." cooed Starlight.

The royal sisters attacked in a zigzag pattern making it difficult for Starlight to land a blow.

"Enough!" screamed Starlight.

Starlight fired a power magic pulse shooting the royal sisters back again.

"I am more powerful than both of you combined." said Starlight.

Starlight fired a powerful blast of magic at Princess Luna.

"Sister!" cried Celestia.

"Celestia produced a shield to protect Luna.

"Just what I wanted." whispered Starlight.

Starlight Glimmer turned and fired a bolt of lightning from her horn at Celestia.

"No." gasped Celestia horrified.

Luna quickly flew over and took the hit for her sister. The lightning hit Luna and electrocuted her. Luna's body fell to the floor in a crumpled heap.

"Luna!" exclaimed Celestia horrified.

Celestia rushed over to her sister who was breathing weakly.

"I was trying to distract Celestia and take her out first, but I got Luna instead." mused Starlight.

Starlight shrugged.

"I won't complain." said Starlight.

An enraged scream suddenly tore through the throne room.

"YOU DARE RISK THE WELL BEING OF MY SUBJECTS, ATTACK CANTERLOT AND INJURY MY SISTER! I SHALL SEE TO IT THY NEVER POSES A THREAT AGAIN!" declared Celestia, in her Royal Canterlot voice.

Celestia began firing power blasts of magic. Starlight threw up her shield, but it was shattered.

"How the-?!" began Starlight stunned.

Celestia continued to overpower Starlight.

'What;s wrong, did you get mad that I hurt your sister?" asked Starlight, in a cold manner.

Celestia angrily fired off a volley of magic which Starlight would teleport to dodge.

"I think seeing her in pain is a beautiful sight." said Starlight.

Celestia fired a beam of magic. Starlight threw up a shield, but the magic destroyed it.

"You wanna know what the best part of her beating is?" asked Starlight.

Celestia powered several volleys of magic at Starlight. Starlight was able to dodge a few by teleporting, but was hit.

"Comrade Glimmer!" cried out Double Diamond in horror.

"The best part was the horror on your face." said Starlight.

Celestia landed in front of Starlight ready to deliver a final blow. However, Starlight struck her with a blast of lightning at close range. Celestia collapsed into a crumpled heap on the floor.

"An angry pony is prone to making mistakes." said Starlight.

Starlight looked the two defeated princesses then she strutted out the balcony. A crowd had gathered below having heard the fighting and they where horrified to see Starlight.

"Canterlot! The royal sisters have been defeated! From now this city and all of Equestria are under my control! Long live equality!" declared Starlight.

Author's Note

A/N: That's where we'll end things. So, Canterlot and the royal sisters have fallen to Starlight. Next time, the aftermath of this chapter. Please review.

Chapter 26

Party Favor glumly walked the streets of Canterlot. He helped his glorious leader Starlight Glimmer take the capital and now their message of equality was being spread. At least, that is now Starlight put it. As he walked, Party Favor saw something else.

"Every pony is suffering so much and its our fault." said Party Favor.

Party favor heard struggling.

"Come on!" ordered an Equalist.

Party Favor saw Cherry Jubilee and Sassy Saddles struggling with a unicorn. They where clearly trying to drag her against her will.

"I won't lose my cutie mark!" declared Minuette desperate.

Party Favor walked over.

"Please help us." requested Sassy Saddles.

"What's going on?" asked Party Favor concerned.

"She won't accept equality." answered Cherry Jubilee annoyed.

"I am not going to give up what makes me special!" cried Mineutte in terror.

Party Favor felt his heart breaking.

"This is all because of us." thought Party Favor.

"Hey!" snapped Sassy Saddles.

This got Party Favor out of this train of thought.

"Are you going to help us?" asked Sassy Saddles.

"I..." began Party Favor.

Before he could finish, Marble Pie and Limestone Pie arrived.

"What's going on?" asked Limestone annoyed.

"This one is resisting." answered Sassy saddles.

An annoyed Limestone turned around and bucked Minuette knocking her out.

"Now she won't fight." said Limestone.

Limestone turned to her sister.

"Take her to Comrade Glimmer." ordered Limestone.

"Um. Of course." said Marble meekly.

The four Equalists where so focused on Minuette that they failed to notice Party Favor leave. The scene of Minuete being dragged against her will was horrible, but the sight of her being knocked out by a buck was the final straw. Party Favor ran and ran until he had to stop. He reached the outskirts of the city when he couldn't run anymore. As Party Favor stopped to catch his breath, he heard voices.

"What's that?" asked Party Favor confused.

Party Favor followed the noise until he spotted the Mane 7.

"It's you!" gasped Party Favor.

The Mane 7 heard this and got ready to fight.

"Alright, this will be a nice warm up." said Rainbow.

"I don't want to fight or serve Starlight!" cried Party Favor.

"Nice try Equalist!" snapped Pinkie, unusually stern.

"I mean it!" declared Party Favor.

Rarity observed the unicorn.

"This was the friend of Sugar Belle and Night Glider." realized Rarity.

"Um, didn't be turn on them and choose Starlight?" asked Fluttershy worried.

"He did." answered Sunset Shimmer coldly.

"That was a mistake. I realize that know." said Party Favor.

"We ain't fallin' for that again!" spat Applejack bitterly.

"Please! Just hear me out! I'm begging you!" cried Party Favor.

"You bastards didn't show my family any mercy. I won't show you any." said Pinkie Pie angrily.

Fluttershy got between her friends and Party Favor.

"I think we should heard him out." said Fluttershy.

"He lied to us before. There's no point in listening." said Rainbow.

"I think there is." countered Fluttershy.

"Darling, you cannot fall for his lies." said Rarity.

"He's not lying." said Fluttershy.

"How can you be sure?" asked Pinkie.

"I trust him." answered Fluttershy.

The others shared a look.

"We'll hear him out." agreed Sunset Shimmer.

"I know I sided with Starlight Glimmer in the past, but that was a mistake." began Party Favor.

The girls gave him unsure looks.

"When I joined the Equalists, I felt like I was part of a movement bigger than myself and I was afraid of losing that." explained Party Favor.

"But, you where considering leaving." noted Sunset.

"I missed my cutie mark." said Party Favor.

"Then...why do you want out now?" asked Twilight.

"I've seen all the pain and suffering we've cause. All the ponies we've hurt." said Party Favor emotionally.

Party Favor looked at Pinkie Pie.

"I...can't be part of this anymore." said Party Favor, holding back tears.

"Yeah. Not buying it." replied Rainbow Dash flatly.

"I'm telling the truth!" cried Party Favor.

"Applejack, darling. Please do the honor." requested Rarity.

The Element of Honesty inspected Party Favor for any sign of deceit.

"By gum, he's bein' honest." said Applejack.

The others accepted her judgment.

"Please, we need to get into Canterlot." said Sunset.

"You realize, defeating Starlight will be really hard." said Party Favor.

"We have to!" declared Pinkie Pie.

"Plus, we might have more forces coming." added Twilight.

Party Favor let out a sigh of relief.

"Hurry, you'll be spotted if you stand here." said Party Favor.

Party Favor let the Mane 7 into Canterlot.

"Starlight is held up at the palace. But, she has this weird amulet that's made her stronger." said Party Favor.

"So she was the one behind the attack of Zecora." realized Fluttershy.

"And she has the Alicorn Amulet." noted Twilight concerned.

"Thanks for your help." said Sunset.

"Just stop her." requested Party Favor urgently.

The Mane 7 slipped into Canterlot. They began making their way around the city. However, they struggled to make any headway due to the heavy Equalist presence. Most of the population had been forcibly converted already.

"I never though just getting to the palace would be this difficult." said Twilight.

The Mane 7 where hiding out in an alleyway to avoid being spotted by Jet Set and Upper Crust.

"I never though they would be...equalized." said Rarity upset.

"Ah know it must be though sugar cube." said Applejack.

"Quiet so." confirmed Rarity.

"How much longer to we have to sit here?" asked rainbow annoyed.

"Until they leave." answered Sunset.

"That's taking forever." groaned Rainbow.

"What we need is a distraction." noted Twilight.

Sunset Shimmer spotted a rock on the ground.

"Bingo." said Sunset.

"My family loved bingo." said Pinkie sadly.

"There there." whispered Fluttershy.

Sunset waited for the right moment when the two unicorns where looking away.

"Now." whispered Sunset.

Sunset flung the rock to her left. The noise got the attention of Jet Set and Upper Crust.

"What was that?" asked Upper Crust surprised.

"Let's go look." said Jet Set.

The two took off after the noise.

"Come on." said Sunset.

The Mane 7 quickly bolted.

"Good work." said Rainbow.

The group neared a corner.

"It was nothing." said Sunset.

Sunset couldn't help but smirk a bit.

"Hide!" cried Twilight.

The Mane 7 where forced to duck again as two unicorns walked in their area.

"Fancy Pants and Fleur dis lee." noted Rarity heartbroken.

"Friends of yours?" asked Applejack.

"Acquaintance." answered Rarity.

The equalized Fancy and Fleur looked around.

"Are you sure you heard something?" asked Fancy.

"Yes." answered Fleur.

They continued their search.

"I can't stand to see them like this." said Rarity hurt.

Rarity started getting anxious.

"Perhaps, I could get through to them." mused Rarity.

Rarity began walking out, but Sunset used her magic to stop the fashionista.

"Let me go." demanded Rarity.

Sunset created a soundproof bubble around Rarity.

"Did you hear something?" asked Fancy.

"No." answered Fluer.

"Let's broaden our search." proposed Fancy.

"Sure." agreed Fleur.

The two left and Sunset freed Rarity.

"Why did you do that?!" asked Rarity angrily.

"There was no reasoning with them." answered Sunset.

"Remember, they under the control of Starlight Glimmer. Words won't be enough to free them." added Twilight.

Rarity hung her head knowing they where right.

"It's okay Rarity." whispered Applejack.

Applejack comforted her marefriend.

"We have to get going." said Sunset.

"Finally." groaned Rainbow.

"I am alright. Let us continue." said Rarity.

The girls bumped into Twilight.

"Twilight..." began Sunset.

Sunset spotted two ponies and ragged Twilight into an alley with the others.

"Weren't those..." began Rainbow.

"My parents." said Twilight sadly.

The equalize Twilight Velvet and Night Light where walking around.

"I know I saw them." said Twilight Velvet.

"They couldn't have gotten far." added Night Light.

Tears where streaking down the cheeks of Twilight Sparkle.

"Ah can't believe they got Twi's parents." said Applejack.

"Been there, done that." said Pinkie sadly.

"We just have to..." began Sunset.

Twilight Sparkle raced off.

"No!" cried Sunset.

Twilight Sparkle raced over to her parents.

"Mom! Dad! You have to snapped out of this!" declared Twilight.

"You aren't our friend yet." noted Twilight Velvet.

"I'm your daughter." said Twilight hurt.

The two noticed she lacked a cutie mark.

"You haven't been equalized." noted Night Light surprised.

"You have to break you free from Starlight." said Twilight.

Sunset raced over.

"Twilight, remember what we just said to Rarity." said Sunset.

"Oh, this is a friend?" asked Twilight Velvet.

"She has a cutie mark too." said Night Light.

Her parents nodded and Twilight Velvet let out a magical flair from her horn.

"We have to go!" cried Sunset.

Sunset grabbed Twilight with her magic and raced off with the others behind them.

"Mom! Dad!" cried Twilight.

The Mane 7 where forced to run and hide. The alarm went out and Equalists all over Canterlot began looking for them. Party Favor hoped he did before any other pony. Of course, it was clear some pony would have to tell Starlight Glimmer. Lieutenant Double Diamond got word and decided he had to tell Starlight. Double Diamond entered the throne room where Starlight on Celestia's throne. The equalized Celestia and Luna be her sides.

"What in the name of Celestia..." began Starlight.

Starlight Glimmer caught herself.

"What in the name of equality all the commotion about?" asked Starlight annoyed.

Double Diamond bowed.

"It seems those seven who ruined our town are in Canterlot.' answered Double diamond worried.

Starlight let out a hearty laugh.

"I knew they would come here and now the whole city is hunting them." revealed Starlight.

Starlight Glimmer chuckled.

"Just like I planned." added Starlight.

Double Diamond beamed.

"Brilliant as always Comrade Glimmer." said Double Diamond proudly.

"Let the others take care of them for now." said Starlight.

"Do you want us to look for them?" asked Celestia.

"We'd be happy to." added Luna.

"You two stay here for now." answered Starlight.

"Okay Starlight Glimmer." replied Celestia and Luna in unison.

Double Diamond bowed and left.

"Soon you'll pay for what trying to destroy my dream." said Starlight entrancingly.

Author's Note

A/N: That's where we'll end things. So, they made it into Canterlot thanks to Party Favor who had officially defected to their side. However, now the own equalized city is hunting for them. Next time, the Mane 7 try not to be caught. Please review.

Chapter 27

The Mane 7 where catching their breaths. They ran for what seemed like forever after Twilight outed them. They finally ducked into another alleyway and where able to rest. However, they now had all of Canterlot hunting them down.

"What in the name of Celestia where you thinking?!" asked Rainbow angrily.

"Keep it down or we'll get caught." demanded Sunset.

"She totally blew our cover." noted Rainbow angrily.

Rainbow Dash pointed to Twilight who was hanging her head.

"Rainbow, ya can't blame her for getting up set considering that's her folks." said Applejack.

"I don't know what i would have done in that situation." said Fluttershy.

"Your brother could use a swift kick in the ass." grumbled Rainbow.

"I can relate to Twilight and I would have done the same thing. Cut her slack." said Pinkie, more serious than usual.

"The question is what do we do now?" asked Rarity.

"We have to get out of Canterlot and wait for help." answered Fluttershy.

"No way. We've come this far." replied Rainbow.

"I actually gotta agree with Dash on this one." said Applejack.

"Plus, the city is crawling with Equalists." noted Rarity.

"Twilight, what do you think?" asked Sunset.

Twilight hung her head silently.

"Up to me." sighed Sunset.

Sunset thought it over.

"For now, we need to find somewhere safe where the Equalists won't find us." began Sunset.

Sunset went over it in her head.

"We'll need to lay low for now. We can't take on an entire city alone." said Sunset.

"I trust ya." said Applejack.

Rainbow let out an unhappy sigh.

"Fine." relented Rainbow.

"Um, we will we go?" asked Fluttershy.

'You're coming with us." said a pair of voice.

The equalized Lemon Hearts and Twinkleshine began walking up to them.

"Just give up." demanded Lemon Hearts.

"There's no escape." added Twinkleshine.

The girls took a defensive stance.

"We'll defend ourselves if we have to." warned Sunset.

The two unicorns kept going.

"I warned you." said Sunset.

Sunset used her magic to freeze Lemon Hearts and Twinkleshine in place.

"Run!" cried Sunset.

The girls ran except for Twilight.

"Run Twilight!" exclaimed Sunset.

Twilight remained silent.

"Leave it to me." said Rarity.

Rarity grabbed Twilight with her magic and began to move her.

"Hello Rarity." came a familiar voice.

"Sassy Saddles." said Rarity sadly.

Rarity dropped Twilight.

"Oh Sassy." said Rarity hurt.

Rarity felt her heart breaking.

"Join us." requested Sassy.

Rarity gave a tearful look.

"I need help!" exclaimed Sunset.

Rainbow flew over picking Rarity up.

"Let's go!" cried Rainbow.

"Thanks Rainbow." muttered Sunset.

Sunset dropped Lemon Hearts and Twinkleshine.

"We'll save you when we beat Starlight." said Sunset.

The Mane 7 raced off, but ran into another road block.

'Y'all aren't going anywhere." said the equalized Cherry Jubilee.

"Comrade Glimmer wants to see you." added Trouble Shoes.

"We don't want to fight you." said Sunset.

"If ya don't come quietly then we'll make ya join us." said Trouble Shoes.

Trouble Shoes began walking forward, but tripped and fell onto Cherry Jubilee.

"Run!" cried Sunset.

The Mane 7 ran thanking Trouble Shoes' bad luck for coming in handy.

"After them!" exclaimed Cherry Jubilee.

"We might need to split up." noted Sunset.

Before she could continue, Sassy Saddles appeared in a flash before her.

"Ahh!" cried Sunset alarmed.

Sunset threw on the breaks and managed to avoid running into Sassy.

"Found you." said Sassy.

"Crap." said Sunset worried.

The girls turned around, but Trouble Shoes and Cherry Jubilee had caught up with them.

"This is bad." noted Sunset.

Cherry and Trouble Shoes began closing in.

"Yeah!" cried a loud voice.

As if answering their prayers, Bulk Biceps shot down and body slammed Trouble Shoes.

"Why you..." began Cherry.

Before Cherry Jubilee could act, a blast of fire rained down in front of her. Cherry ran off as a small group of dragons landed next to the Mane 7.

"Back off!" screamed a blue dragon.

Sassy Saddles quickly fled as the blue dragon turned her attention to the Mane 7.

"My name is Ember and I am the daughter of Dragon Lord Torch. We received your plea for help and I formed a volunteer battalion to fight." explained Ember.

"I don't who or how. I'm just glad to see you." said Sunset relieved.

"You heard for the palace and we'll provide covering fire." said Ember.

The Mane 7 continued heading for the palace when the equalized Donut Joe got in their way.

"Move." said Sunset.

"I am afraid i cannot do that." said Joe.

Joe took aim with this horn when he was suddenly bowled over.

"Sorry about that." said Derpy blushing.

"You made it!" exclaimed Fluttershy proudly.

"Yup. The gri..." began Derpy.

Before she could finish, Joe used his magic to lift Derpy off himself.

"How dare you interfere." said Joe angrily.

"Don't hurt her!" snapped Rainbow.

Then stop me." said Joe.

Before any pony could move, a pair of talons landed on Joe pinning him to the ground and freeing Derpy.

"If Dash told ya to leave her alone then ya leave her alone!" declared Gilda.

"Gilda!" cried Rainbow joyously.

Rainbow raced over to her friend.

"Of course." shrugged Gilda.

A battalion of griffons landed.

"Once I explained what happened, Gilda was the first to join up." noted Derpy.

"Rainbow is my friend and I didn't want her getting hurt." said Gilda blushing.

"Aw. You've got a soft side." replied Rainbow teasing.

"No I don't!" snapped Gilda.

Gilda took a moment to compose herself.

"Once I explained anyone who fought would be a hero there was a line of volunteers." said Gilda.

"Gilda, we've got company." noted Giselle.

The equalized Wonderbolts where coming in fast.

"We'll hand this." said Gilda confident.

The griffons took off.

"Kick butt Gilda!" cried Rainbow.

"Now, let's get going..." began Sunset.

Before she could continue, Sunset heard terrified screaming.

"What's that?" asked Sunset.

Sunset turned and saw several Equalists running for their lives.

"What do you think has gotten into them?" asked Fluttershy worried.

"I have an idea." answered Pinkie.

Sure enough, several yaks ran out looking for the Equalists with Prince Rutherford at the lead.

"EQUAL PONIES PAY FOR ATTEMPT ON YAK LEADER!" screamed Rutherford.

"Hello prince!" called Pinkie.

Prince Rutherford turned and saw the Mane 7.

"Hello Pink Pony and friends. Yaks get message and come to help!" declared Rutherford.

"Thank you, your majesty. We deeply appreciate this." said Sunset.

A white stallion caught up to the yaks clearing out of breath from chasing them.

"Prince...you...left us...behind." panted Shining Armor.

Shining saw the girls.

"Your messenger arrived and I couldn't let you fight alone." said Shining.

"How'd y'all get her so fast?" asked Applejack.

"Cadence joined me going to Yakyakistan and used her alicorn magic to teleport us as close to Canterlot as she could. She's back in the Crystal Empire now preparing for the refugees you told us about." explained Shining.

"We're really glad you're here." said Sunset relieved.

Shining Armor noticed how down her sister was.

"Twily, what's wrong?" asked Shining worried.

"Mom and dad have been equalized." answered Twilight sadly.

Shining Armor recoiled at this.

"I'll find them and you just deal with Starlight." said Shining.

Rarity heard the horrified scream of Trenderhoof.

"You might want to hurry before the yaks get to them first." warned the fashionista.

"Stay safe." said Shining.

"We will." replied Sunset.

Inside the palace, Starlight sat on the throne angrily. She was being updated about the battle and it wasn't good. What seemed like an easy capture of seven enemies who managed to infiltrate Canterlot turned into an all out battle and her side wasn't fairing well. Double Diamond bowed as he gave the latest report which was simply giving more bad news to Starlight.

"How are the Wonderbolts?" asked Starlight.

"It seems the Griffon forces have managed to gain the upper hoof." answered Double Diamond.

"What about the rest of the pegasi?" asked Starlight.

"They've been defeated already." answered Double Diamond meekly.

"Worthless!" spat Starlight.

"They're was a small amount in relations to unicorns and earth ponies." noted Double Diamond.

"That's no excuse!" screamed Starlight.

Starlight slammed her hoof down.

"Ma'am, do you wish for us to join the battle?" asked Celestia.

"I already you that you're to stay by my side!" answered Starlight.

Celestia winced at this.

"Please forgive my sister." begged Luna.

"What about the earth ponies and unicorns?" asked Starlight.

"The earth ponies are not able to withstand the raw power of the yaks." answered Double Diamond.

"That's their main ability." muttered Starlight.

"The unicorns have been pinned down by the dragons." finished Double Diamond.

"Fantastic." said Starlight sarcastic.

Starlight grumbled to herself.

"Where are those seven ponies who ruined our village?" asked Starlight.

Double Diamond gulped.

"Headed in this direction." answered Double Diamond worried.

Starlight let out a laugh.

"Then we need to prepare." said Starlight.

"Ma'am.." began Double Diamond.

"We have guests coming." said Starlight.

The Mane 7 stormed the palace and easily took care of the equalized guards. Twilight and Sunset where both let down by the failing security. Finally, they arrived at the throne room. They stood outside nervously. Finally, Sunset used her magic to fling the door was on the throne with the royal sisters by her side. Kibitz, Raven Inkwell and Double Diamond stood nearby.

"Glad to see you finally made it." said Starlight.

"This ends here!" declared Sunset.

"Let's see what the royal sisters have to say." proposed Starlight.

"We'll do whatever you want Starlight Glimmer." said the equalized Luna.

"We are at your beck and call." added Celestia.

The Mane 7 flinched at this.

"You heard them." shrugged Starlight.

"This ends now!" declared Twilight angrily.

Starlight Glimmer laughed.

"I got the princess angry at me." cooed Starlight.

Starlight Glimmer pointed at her Alicorn Amulet.

"With my new little toy, you won't be able to beat me." said Starlight.

"Twilight has done it before." said Sunset.

"I heard and I heard you needed dark magic to do it." said Starlight.

"We have the Elements and my own power." said Sunset.

"We'll just see!" exclaimed Starlight.

Author's Note

A/N: That's where we'll end things. I hope they're all set for now. The backup came through and that did make the pacing a bitty wonky to pin down. Thus, I am putting this story on hiatus while I re - write the finale. I wasn't happy with the way it was coming out. This was supposed to be twenty - eight chapter story, but I extended it so the ending wouldn't be rushed. Next time, the final battle begins. Please review.

Chapter 28

The Mane 7 took up a defensive position as Starlight sat on the throne. Starlight Glimmer let out a fake yawn and stretched.

"This should be easy." said Starlight.

"Don't be so sure." replied Sunset.

Sunset stepped forward.

"Twilight and i know where you've been. We can can help you." began Sunset.

Starlight rolled her eyes.

"But, you need to end this." said Twilight.

Starlight let out a hearty laugh.

"I'm Empress of Equality! Why would I ever want to give this up?!" asked Starlight.

"Empress." said Double Diamond confused.

Fluttershy spotted Raven Inkwell powering up for a magic attack.

"Lookout!" cried Fluttershy.

Raven fired a beam of magic, but Sunset threw up a shield and blocked it.

"Do want you want to them, but don't harm the Elements!" ordered Starlight.

Rave, Kibitz, Double Diamond and the royal sisters began closing in.

"Princess Celestia." said twilight hurting.

"Remember, she's not our Celestia right now." noted Sunset.

As they got ready, they failed to notice Spearhead sneaking up behind them.

"Goodbye." said Starlight.

Spearhead made his move rushing the girls.

"Look out!" cried a familial voice.

A blast of magic knocked Spearhead aside as Party Favor arrived.

"What are you doing?!" asked Starlight angrily.

The vein in her neck was very noticeable.

'"Starlight Glimmer, I renounce you and your movement!" declared Party Favor defiantly.

Starlight Glimmer let out a laugh.

"Whatever will I do with you?" asked Starlight sarcastic.

Starlight scowled.

"Get rid of them." ordered Starlight.

Starlight and Twilight fired beams of magic at Celestia and Luna who where forced to block.

"Without their cutie marks, they're weaker." thought Sunset.

Rainbow Dash flew literal circles around Raven Inkwell.

"I...don't...feel...so...good." said raven queasy.

Rarity used her magic to flip Raven onto her back allowing Applejack to tie Raven up with her lasso.

"Yee haw!" cried out Applejack.

Kibitz began closing in on Fluttershy.

"Oh my." said Fluttershy.

The Element of Kindness began backing up.

"Um...maybe we can talk this out." suggested Fluttershy.

"I must do as Comrade Glimmer ordered me." replied Kibitz.

Pinkie Pie then popped up, pulled a party canon out of her hair, and fired it at Kibitz knocking him out.

"Thanks Pinkie." said Fluttershy grateful.

Starlight was stunned by Pinkie pulling a cannon out of her hair.

"How is that possible?!" asked Starlight baffled.

"It's pinkie Pie, don't question it." answered Sunset.

"Spearhead, crush them!" demanded Starlight.

Spearhead charged the group, but a stream of caramel poured down sticking him in place.

"I'm afraid I can't allow that." said Discord.

"You came!" cried Fluttershy happily.

'Why are you here?!" asked Starlight confused.

"If you think I'm going to sit back and let out hurt Celestia and Fluttershy then you have another thing coming." answered Discord.

Starlight let out an enraged scream and a large number of equalized guards poured in.

"Kill them!" screamed Starlight furious.

The equalized guards attacked forcing the Mane 7, minus Twilight and Sunset, to hold them back.

"Oh yeah!" exclaimed Rainbow.

Rainbow uppercut a guard.

"This is what I'm talking about!" declared Rainbow.

Applejack managed to take a wrassle a guard down.

"We ain't tryin' to hurt 'em." noted Applejack.

Rainbow kicked another equalized guard.

"I'm gonna defend myself and I'm gonna have fun doing it!" snapped Rainbow.

"Honestly." sighed Rarity.

Rarity was using her shield to help protect Fluttershy.

"We don't want to hurt you!" cried Fluttershy.

Fluttershy tackled an equalize guard as softly as she could.

"I'm sorry." said Fluttershy guilty.

"Darling, apologize after they've been freed." requested Rarity.

"Beat their asses and let Celestia sort it out!" exclaimed Pinkie.

Nearby, Party Favor was firing volley after volley of magic to hold back Double Diamond.

"You traitor!" cried Double Diamond angrily.

Party Favor fired another volley of magic at Double Diamond who dodged it.

"You had equality and you're throwing it all away!" spat Double Diamond.

"Look at this. Barbed wired fences, re - education, abductions, forcible taking away cutie marks." began Party Favor.

Party Favor scored with a volley of magic which stunned Double Diamond, but only for a moment.

"I didn't join for this and neither did you." said Party Favor.

Double Diamond scowled.

"Sacrifices need to be made." stated Double Diamond bluntly.

Party Favor was angered by this.

"Look at all the misery and hurt we've caused! There's no excusing this!" declared Party Favor.

Double Diamond, if only for a moment, seemed to consider this.

"No! I will not be tricked by you!" cried Double Diamond.

Nearby, Discord and Sunset where trying to hold back the royal sisters.

"Hey, what are you doing?" asked Discord.

Sunset held a shield up blocking beams of magic from Luna.

"Trying to hold back the Princess of the Night." answered Sunset obvious.

Celestia continued to fire volleys of magic at Discord who snapped his fingers turning them into harmless objects.

"You holding back." noted Discord.

"I don;t want to hurt them." replied Sunset.

Talking to Discord caused Sunset to lose her focus allowing Luna to break through the shield.

"Damn." said Sunset.

Luna fired a beam of magic, but Discord snapped turning the magic into cotton candy.

"You're welcome." said Discord, in a sing - song tone.

Sunset began to growl.

"It's your fault." began Sunset.

Sunset was cut off when Luna attacked again. Sunset fired a beam of magic which cut through the beam Luna fired. Luna jumped and flew off to nearby to avoid being hit.

"She's weak." noted Sunset.

"Ouch. That's harsh." replied Discord.

"Without their cutie marks, they are weaker." said Sunset.

"You shouldn't think of us as weak." said Celestia.

"We will still defeat you." added Luna.

The sisters fired a combined beam of magic, but a bubble appeared around Sunset deflecting it.

"That is better." said Discord.

"We have to come up with a plan." said Sunset.

Discord stroked his goatee.

"We will have to beaten them until they no longer pose a threat." shrugged Discord.

Nearby, Twilight was battling Starlight.

"You don't have to do this." said Twilight.

Starlight fired a volley of magic at Starlight who deflected it with ease.

"Oh yes we do." said Starlight.

Starlight fired a beam of powerful magic forcing Twilight to throw up her shield.

"Do you know how long I've waited for this?" asked Starlight coldly.

Twilight was going to respond, but Starlight cut her off.

"Since the days and those other six bitches ruined my community!" declared Starlight, bulging vein and all.

Starlight Glimmer was oozing rage.

"Everything was perfect. We had a village full of perfect equality then you seven showed up and ruined everything!" exclaimed Starlight.

"If it was so perfect, then why did ponies want to leave?" asked Twilight.

"Party Favor saw the error of his way ans came back." answered Starlight.

"Because he was brainwashed by you." stated Twilight.

Starlight Glimmer merely rolled her eyes.

"And as for those other two..." began Starlight.

Starlight Glimmer turned and spat on the floor in disgust.

"They don't deserve equality." said Starlight coldly.

'Listen to yourself!" demanded Twilight.

Starlight Glimmer merely scoffed.

"I know my message and soon all of Equestria will too!" cried Starlight.

Twilight realized her shield was cracking and escaped with a quick teleport. The beam of magic shattered the shield and blew a hole in the wall.

"Do you want to know the best part?" asked Starlight.

Starlight Glimmer chuckled.

"I'm holding back." answered Starlight.

Starlight figured this.

"If I can do that to the wall, imagine what I can do to you." said Starlight.

Twilight took a deep breath and stood firm.

"I won't surrender!" exclaimed Twilight.

Starlight let out a maniacal laugh.

"I was hoping you would say that." replied Starlight.

Starlight launched a full on blitz of magic volleys. Twilight threw up her shield, but it quickly began to crack.

"I've got to do something." thought Twilight worried.

An idea came to Twilight.

"It's risky." noted Twilight.

Twilight dropped her shield and quickly cast a protective bubble around herself as fast as she could. Luckily, it was quick enough to block the onslaught.

"Oh Thank Celestia." sighed Twilight.

"Thank Celestia." repeated Starlight in a mocking tone.

Twilight let out an annoyed murmur.

"If you haven't forgotten already...Celetia is under my control!" boasted Starlight.

"For now." said Twilight.

"They're under my command and soon...you will be to." said Starlight.

"Never!" declared Twilight.

Starlight fired a power beam of magic, but Twilight was protected inside her bubble.

"Are you going to hide in that damn bubble?" asked Starlight angrily.

"It works." answered Twilight.

Starlight snarled angrily.

"Come out!" screamed Starlight.

Starlight fired a beam of magic that caused the bubble to ripple.

"Oh no." said Twilight.

Twilight used her magic to escape before the bubble exploded.

"That was quick." said Starlight.

Starlight shot her icy gaze at Twilight.

"I can see why you're the Element of Magic." stated Starlight.

"Well, I guess I should take that as a compliment." mused Twilight.

Starlight fired a powerful blast of magic. Twilight dodged and it blew a large hole in the wall.

"That is what you face." said Starlight.

Twilight stared her down.

"I am not afraid." said Twilight.

Starlight snarled.

"Yes you will!" declared Starlight.

Starlight fired multiple volleys of magic, but Twilight would counter with volleys of her own.

"I'm not as easy as you thought." noted Twilight.

Starlight growled angrily.

"Just die!" demanded Starlight.

Starlight fired a beam of magic, but Twilight shot a beam of magic to intercept. They collided in the room.

"You're annoying." said Starlight.

Starlight's beam of magic would overpower Twilight's.

"Glad to hear it." replied Twilight.

Twilight's beam of magic then managed to overpower Starlight's.

"I won't lose!" exclaimed both girls.

The beams of magic caused a massive explosion.

Author's Note

A/N: That's where we'll end things for now. So, the battle has begun has begun. Next time, it goes on. Please review.

Chapter 29

The smoke cleared the room. The walls where covered in smoke and debris went everywhere and the windows where all shattered. Rainbow, Applejack, Rarity, Pinkie, Fluttershy and the guards where laid out. Sunset protected herself and Discord, but wasn't able to protect her friends or the royal sisters in time.

"Are you okay?" asked Sunset worried.

The girls began to move.

"I think so." said Rarity groggy.

"Ah feel like an apple gettin' squeezed into cider." said Applejack.

Pinkie had managed to cover Fluttershy.

"I'm okay." said Pinkie.

"So am I." added Fluttershy.

"You couldn't have protected us?" asked Rainbow annoyed.

"It happened too fast." answered Sunset guilty.

"We understand." said Fluttershy.

"How's Trouble Shoes?" asked Applejack.

They looked and found Trouble Shoes had been blown clear of his caramel trap. He had hit the floor and was out cold, but breathing.

"He could be doing better." answered Sunset flatly.

Sunset noticed another magic bubble. Party Favor had protected himself and Double Diamond.

"Why did you save me?" asked Double Diamond accusingly.

"You would have been hurt." answered Party Favor.

"I know you had an ulterior motive!" cried Double Diamond accusing.

"Is helping each other what friends do?" asked Party favor.

Double Diamond was left unable to speak.

"Twilight!" called Sunset Shimmer.

No reply.

"Are you there?!" asked Sunset worried.

Again, she got no reply.

"Please be okay." whispered Sunset.

The smoke cleared revealing Twilight and Starlight had both used magic bubbles to protect them self from the explosion.

"I didn't think you'd survive that." admitted Starlight.

Starlight dropped her shield.

"I'm no pushover." warned Twilight.

Twilight dropped her shield.

"Look at your friends.." began Starlight.

Starlight pointed to the five ponies.

"They couldn't handle my power.

Starlight pointed pointed to the royal sisters who had been laid out by the explosion.

"They couldn't handle my power." continued Starlight.

Starlight then pointed to Twilight.

"What makes you think you can?!" asked Starlight.

"Are we chopped liver?" asked Discord.

"Because I have a magic more powerful than yours..." began Twilight.

"Please don't say the magic of friendship." groaned Starlight.

"The magic of friendship!" declared Twilight.

Starlight laughed dryly.

"Friends..." said Starlight.

A look of hurt became evident on her face.

"Who needs them?" asked Starlight disgusted.

Starlight turned toward her followers.

"Your job is to hold them back." said Starlight.

The equalized royal sisters, Double Diamond, the equalized Spearhead and equalized guard rallied around her.

"Are you guys okay?" asked Twilight worried.

Twilight saw her friends rally around her.

"We're okay Twilight." said Applejack.

"Ready to kick butt!" declared Rainbow.

"However, nopony is to lay a hoof on Twilight Sparkle." noted Starlight.

A sinister smile came to Starlight.

"She's mine." said Starlight Glimmer coldly.

Pinkie and Rarity faced off with the equalized guards.

"They just keep coming." said Rarity stunned.

Rarity hit them with blasts of magic, but they got back up and coming.

"It's so bad." shrugged Pinkie.

Pinkie was pulling various balls out of her hair and hitting the guards with them.

"I'm getting plenty of practice for dodgeball." added Pinkie.

Pinkie ran behind a pillar and pulled out another ball.

"Thanks goodness I've got ball stashed all over Equestria for ball emergencies." said Pinkie.

Rarity blinked confused and Pinkie belted an equalized guard.

"It's Pinkie Pie, don't question it." said Rarity.

An equalized guard lunged at rarity, but Applejack tackled him before he could reach her.

"Y'all ain't hurt my marefriend!" declared Applejack.

"I think we have more problems." noted Rarity.

Applejack turned around to see a small platoon of equalized guards.

"I've tangled with plenty of critters. No sweat." said Applejack.

"And you've got me by your side." added Rarity.

Before either could make a move, a cyan blur shot by and knocked over the equalized guards like bowling pins.

"This is so much fun!" declared Rainbow Dash.

"This ain't a game!" warned Applejack.

"Yeah. yeah." said Rainbow.

Rainbow dash looked around.

"Where's Fluttershy?" asked Rainbow worried.

"She hiding that corner." answered pinkie.

Pinkie pointed to a corner where Fluttershy had taken refugee.

"Hi." said Fluttershy meekly.

"What in Equestria are you doing?" asked Rainbow.

"Avoiding conflict." answered Fluttershy.

Rainbow Dash took a deep breath trying to stay calm.

"Just watch our backs!" called Rainbow.

"Look out!" exclaimed Fluttershy.

The four turned around to see the equalized Spearhead.

"Oh dear. He is quite the...large fellow." noted Rarity worried.

"Plus he's really big." added Pinkie.

"There's four of us. We can use that to defeat him." said Applejack.

Spearhead let out an angry snort.

"Bring it on!" demanded Rainbow.

Spearhead charged, but Rainbow few overhead.

"Missed me!" called Rainbow Dash.

"Now is hardly the time to show off." said Rarity.

"I think she's trying to distract Spearhead." whispered Fluttershy.

Realizing Fluttershy was correct, rarity quickly fired a volley of magic that knocked Spearhead back.

"And if you try to hurt my friends there is plenty more where that came from!" declared Rarity.

Seemingly unphased, Spearhead charged Rarity.

"Some help would be most nice." said Rarity worried.

Luckily, Pinkie Pie hit Spearhead in the face with a boysenberry pie. Applejack then hopped onto the back of Spearhead who began bucking.

"I'm no stranger when it comes to rodeos! It'll take more than this to get rid of me." noted Applejack.

Seeing a chance, Rainbow Dash charged in and slammed into the side of Spearhead mid buck. This knocked the big guy off balance and caused him to fall as Applejack jumped clear.

"Good team work y'all." said Applejack.

Spearhead began to stir.

"Oh no ya don't." stated Applejack.

Applejack pulled a thick rope out from under her Stetson and hogtied Spearhead.

"At least that's only problem solved." said Applejack.

Meanwhile, Sunset and Discord where holding back the Royal Sisters.

"Please stop!" cried Sunset.

Luna fired another beam at of magic which hit the magical shield Sunset was using to defend herself.

"You have to fight this! Remember who you are!" cried Sunset.

"I am a loyal follower of Comrade Glimmer!" declared Luna.

Luna fired another beam of magic at Sunset whose shield blocked it.

"You might want to try something different." noted Discord.

Celestia fired a volley of magic at Discord who snapped his finger turning it into a scoop of vanilla ice cream which fell to the floor.

"Oh man!" cried Pinkie.

"You try stopping her." noted Sunset.

"I'm trying." replied Discord.

"Really?" asked Sunset, not believing him.

"It's hard to attack someone you care about." noted Discord.

"Can't you just snap your claw and stop Starlight?" asked Sunset.

"The Alicorn Amulet had made so powerful I don't know if I could." answered Discord.

Celestia fired a blast of volley of magic which Discord turned into a balloon that floated away.

"Look out!" cried Discord.

Luna fired another blast of magic at Sunset. Her shield blocked it, but Sunset noticed it was starting to crack.

"Well we need to do something!" cried Sunset.

"Let me try this." offered Discord.

Discord snapped his claw and the Royal Sisters where trapped in maple syrup.

"There." sighed Sunset.

Sunset Shimmer dropped her shield.

"I don't why you couldn't have done that earlier." said Sunset.

The Royal Sisters suddenly let off a magical surge easily breaking free of their syrupy trap.

"Oh come on!" exclaimed Sunset.

"That is why. They're still the Royal Sisters and they are still incredible powerful." explained Discord.

"Princess Celestia! It's Sunset Shimmer!" cried Sunset.

Celestia remained unmoved.

"Please remember me!" exclaimed Sunset.

"I thought we agreed that didn't work." mused Discord.

"I never agreed to that." noted Sunset annoyed.

"Princess..." began Sunset.

Before she could finish, Sunset was forced to dodge a magical blast from the princess.

"I don't want to say I told you so..." began Discord.

"At least I'm trying!" snapped Sunset.

Discord snapped his finger trapping the Royal Sisters in glue.

"No need to get testy now." replied Discord.

This irked Sunset Shimmer to no end.

"At least I give a damn." said Sunset angrily.

"And you don't think I do?!" asked Discord.

The Royal Sisters broke free, but Discord trapped them in a massive gelatin.

"What are you saying?" asked Sunset.

"You know I do care deeply for Celestia and I've bonded a bit with Luna over being reformed villains." answered Discord.

"Then why are you acting so aloof?" asked Sunset.

"Maybe that's how I deal with hurt." answered Discord hurt.

Sunset was taken aback.

"I'm sorry for being rough." said Sunset.

"It's fine." replied Discord.

The Royal Sisters broke free of the gelatin.

"No crying over spilled milk." added Discord.

With a snap, a giant carton of milk appeared and poured all over Celestia and Luna.

"That was kinda funny." admitted Sunset.

The angry royal Sisters stood up.

"Let's save them." said Discord.

Meanwhile, Double Diamond was attempting to enact revenge of Party Favor.

"I can't believe you betrayed us!" cried Double Diamond.

Double Diamond charged Party favor, but to no avail.

"I had too!" cried Party Favor.

"We never should have trusted you!" declared Double Diamond.

Double Diamond pounced at Party Favor who dodged.

"Starlight is manipulating us! Look at all the harms she's done!" cried Party Favor.

"Comrade Glimmer is our glorious, flawless leader!" exclaimed Double Diamond.

An idea hit Party Favor.

"But, you said taking me back was a mistake." noted Party Favor.

"And it was!" spat Double Diamond.

"But, Starlight welcomed me back. So...that means she made that mistake." said Party Favor.

Double Diamond was stunned by this.

"I...she...u..." stammered Double Diamond.

Double Diamond angrily shook his head.

"Stop trying to confuse me!" screamed Double Diamond.

Double Diamond charged, but Party Favor used his magic to trap Double Diamond in a magic bubble.

"Let me out!" ordered Double Diamond.

"I hope someday we can move passed this." said Party Favor solemnly.

Double Diamond looked at Starlight Glimmer with doubt.

"Starlight would lie to us...would she?" asked Double Diamond.

Author's Note

A/N: That's where we'll end things for now. I am back int he swing of things fully and I will finish this story without any more breaks. Next time, the battle continues and a huge development occurs. Please review.

Chapter 30

As the battle raged in the throne room, Twilight faced off with Starlight Glimmer herself.

"I've wanted to do this since you ruined my village!" declared Starlight.

Starlight fired a volley of magic at Twilight who blocked it with a shield.

"I had to!" declared Twilight.

"Starlight began charging up another attack.

"You where being a dictator." noted Twilight.

Starlight fired a powerful blast of magic that hit where Twilight was.

"Let's see her shield survive that." gloated Starlight.

However, the shield did just that.

"That should have wasted your shield!" exclaimed Starlight stunned.

"I'm no slouch when it comes to magic either." said Twilight.

An angry Starlight fired volley after volley after volley of magic at Twilight, but her shield held.

"At this rate she might tire herself out." thought Twilight.

Sure enough, Starlight was starting to lose stamina forcing her to stop.

"Now's my chance." decided Twilight.

Twilight made the risky move of dropping her shield.

"You idiot!" laughed Starlight.

"Starlight, you need to listen." began Twilight.

Starlight laughed coldly.

"And why would I do that?" asked Starlight.

"Because I'm trying to help you." answered Twilight.

Starlight erupted to laughter.

"That's hilarious!" declared Starlight.

Twilight didn't like this response, but chose to ignore it.

"You're mind is clearly warped and I want to help you." said Twilight.

Starlight stopped laughing and shot Twilight a deadly glare.

"Mine is the only clear mind in Equestria." spat Starlight.

"What do you have against cutie marks?" asked Twilight.

"What do you support them?" asked Starlight.

Twilight was surprised by this.

"Cutie marks are supposed to be your "special talent" but, what if it doesn't fit?" asked Starlight.

"How do you mean?" asked Twilight.

"Suppose I get a cutie mark in knitting, but I care about knitting. I'm supposed give up on my hopes and dreams to blindly follow some stupid symbol." answered starlight.

"I never thought of that." confessed Twilight.

"No surprise." muttered Starlight.

"Is that what happened to you?" asked Twilight.

"Not that..." answered Starlight solemnly.

Starlight shook her head.

"Cutie marks have been chains of bondage for generation after generation and I will liberate Equestria from them." said Starlight.

"You where clearly hurt, but you can't take it on on Equestria." said Twilight.

Starlight laughed coldly.

"Is that what you did joining Sombra?" asked Starlight.

Twilight winced.

"With all the horrible things you did for him, you're lucky to be alive." said Starlight.

Starlight glanced over at Celestia.

"Or, I guess you where saved by form of nepotism." mused Starlight.

"Leave the princess out of this!" demanded Twilight.

"Letting your emotions take control of your thought is a sign of weakness. It's no wonder I defeated her so easily." continued Starlight.

Twilight felt her anger boiling.

"I wonder have hung you from the nearest tree." spat Starlight coldly.

An angry Twilight fired a strong magical blast to Starlight who blocked it with a simple shield of her own.

"I'm far to strong for such feeble attacks to hurt me." cooed Starlight, dropping her shield.

Twilight quickly three up her shield blocking a powerful magical beam from Starlight.

"You won't stop me!" cried Starlight.

Starlight fired another powerful magical beam which Twilight blocked with her shield.

"You can't stop me!" declared Starlight.

Starlight fired another powerful magical beam which Twilight blocked with her shield.

"My revolution is unstoppable!" declared Starlight.

Starlight fired another powerful magical beam which Twilight blocked with her shield.

"You're wrong! We will stop you!" declared Twilight.

Starlight growled.

"I swear if you say you'll stop me with friendship..." began Starlight.

"With the magic of friendship!" declared Twilight.

An enraged Starlight fired a magical beam strong enough to destroy the shield.

"Twilight!" cried Sunset Shimmer horrified.

The smoke cleared and Twilight laid on her back on the floor.

"Twilight!" cried Sunset again.

Starlight laughed.

"It seems I won." said Starlight.

Twilight began to stir.

"Don't worry Sunset. I'm okay." said Twilight weakly.

"That should have killed you!" cried Starlight surprised.

Twilight weakly got up.

"I told you, I'm no push over." said Twilight.

Starlight was so enraged her neck vein was bulging.

"I was going to let you live as an Equalist but, now I'm just going to kill you!" cried Starlight.

"You crusade against cutie marks ends here!" declared Twilight.

"I removed my cutie mark and I'll rip yours off before I kill you." spat Starlight.

Hearing this brought back a memory for Fluttershy.

"Oh goodness!" gasped Fluttershy.

The Element of Kindness gulped then flew over everyone else in the room.

"Starlight Glimmer still has her cutie mark!" declared Fluttershy.

The others in the room gasped as Starlight felt her world swiftly collapse around her.

"I...uh...but..." stammered Starlight shook her head to compose herself.

"You're a liar!" declared Starlight.

"I saw it when we where trapped in your village." revealed Fluttershy.

Starlight Shimmer growled angrily.

"I knew I should have hung you!" snapped Starlight.

Fluttershy was taken aback by this.

"Don't yell at her like that just because you're lying!" exclaimed Rainbow Dash.

"I'll do what I want! I'm the ruler of Equestria!" declared Starlight.

It took a second...

"And I'm not lying!" added Starlight.

"Oh! Oh! Oh! Applejack can tell if she's lying!" exclaimed Pinkie.

"Darling...what do you think?" asked Rarity.

"She's as honest as a fruit bat in an empty apple orchard." answered Applejack.

"So...she's lying then." said Rarity confused.

"Yeah." answered Applejack.

Party Favor was so surprised, he released Double Diamond by accident who turned to Starlight.

"Ma'am, is that true?" asked Double Diamond hurt.

"Of course not. You've been my trusted lieutenant for a long time now. You should now that." answered Starlight soothing.

Double Diamond seemed to be falling for it.

"Don't listen to her! This is another lie!" cried Party Favor.

"Enough out of you!" snapped Starlight.

Nearby, Sunset Shimmer leaned over to Discord.

"Are you thinking what I'm thinking?" asked Sunset.

Discord stroked his goatee.

"I believe I am." answered Discord.

Discord snapped his finger and a pool of water appeared above Starlight. It crashed down soaking the Equalist leader.

"We where thinking the same thing." mused Sunset.

"Just for that you're death will be slow and painful!" declared an irate Starlight.

Starlight shook her body to dry off, but something else came off too.

"So Fluttershy was lying." said Sunset gloating.

Starlight looked at her flanks and realized with horror her cutie mark was exposed.

"I told y'all she was lying." said Applejack.

"Fluttershy, you rock." said Rainbow proudly.

Fluttershy blushed.

"Thank you." said Fluttershy.

"Starlight..." began a somber Double Diamond.

Double Diamond walked up to his leader.

"You lied. This whole time you denounced cutie marks, but you never got ride of yours." said Double Diamond hurt.

"I had to. I need the magic to make the dream come true." said Starlight defensive.

"But, we have the Staff of Sameness." replied Double Diamond.

"I hate to break it to you, but Mage Meadowbrook only had eight enchanted items and there was no staff among them." revealed Twilight.

"Is this true?" asked Double Diamond heartbroken.

"Fine! It was a stupid stick I found in the desert!" confessed Starlight.

"You lied the whole time. You never wanted to get rid of cutie marks." said Double Diamond.

"But I do!" declared Starlight.

"You used us! We where just pawns to you!" declared Double Diamond.

Double Diamond felt sick.

"All the horrible things I did because of you." said Double Diamond, disgusted with himself.

Starlight growled angrily.

"Lieutenant, you are out of line." warned Starlight firmly.

Double Diamond suddenly charged and rammed right into Starlight knocking her down.

"I don't take orders from you anymore!" declared Double Diamond.

This led to cheers from the Mane 7 minus Twilight and Sunset.

"That was awesome!" Rainbow Dash.

"Ya sure showed her." said Applejack.

"I think that deserves a party." said Pinkie Pie excited.

"We'll party once this is over." said Rainbow.

"I finally woke up and realized what you had tried to warn us about." replied Double Diamond.

"And we must give credit to Fluttershy." noted Rarity.

"It was nothing." said Fluttershy humbly.

"We wouldn't have been able to expose Starlight for the liar she is if it weren't for you." noted Applejack proudly.

Fluttershy felt her cheeks go flush.

"Party Favor..." began Double Diamond meekly.

"It's fine. I just escaped her control too." said Party Favor.

Sunset Shimmer looked her her marefriend.

"Twilight..." began Sunset.

"Princess Celestia! Princess Luna!' cried Twilight.

"I'm afraid they're just standing still like statues." revealed Discord.

Discord tapped his chin.

"A bit ironic for me." added Discord.

"The Alicorn Amulet has really amped up her power more than I of they're still under her control." mused Sunset.

"What do we do?" asked Twilight worried.

"I'm sure there's an elemental solution." answered Discord.

"The Elements of Harmony!" declared the Mane 7 in unison.

A horrifying realization hit Twilight.

"Princess Celestia had them!" gasped Twilight.

"Oh come on!' cried Rainbow annoyed.

"I didn't trust myself with them." said Twilight somberly.

"Oh Twilight." replied Sunset hurting.

"They're in the vault..." began Double Diamond.

Double Diamond was suddenly knocked over. He landed with smoke coming off his side.

"Did you really think it'd be that easy?" asked Starlight.

"No way!" exclaimed Rainbow.

"That worthless idiot couldn't defeat me in his dreams." scoffed Starlight.

"He's really hurt." noted Fluttershy worried.

"My brave Lieutenant gave his life fighting for the Equalist cause. Nothing like a good martyr to rally ponies." said Starlight.

"You're sick!" spat Applejack.

Sunset noticed electricity around Starlight's horn.

"Electric magic." noted Sunset worried.

"Just like Twilight used." noted Starlight.

Twilight winced.

"And I know you used more than that." revealed Starlight.

Starlight grinned menacingly.

"And I've mastered it." added Starlight.

Twilight felt her heart skip a beat.

"You don't mean?" asked Twilight worried.

Starlight Glimmer nodded her head confirming.

"Dark magic." answered Starlight.

Author's Note

A/N: So, that's where we'll end things. Starlight has been exposed, but that doesn't seem to effect her at all. And now that dark magic is back on the table things will be even tougher. Next time, our hoers must stop Starlight. Please review.

Chapter 31

Dark magic. Starlight Glimmer had just vowed to use forbidden dark magic to defeat our heroes and ensure her victory. Everypony else stood horrified at this.

"Starlight...did you just say what I think you did?" asked Sunset worried.

"I'm going to use dark magic and slaughter all of you." answered Starlight.

"You don't want to do this." said Sunset.

"I've practiced dark magic while planning my revolution. Curses, mind control and necromancy." replied Starlight.

"Oh, dear Celestia!" gasped Rarity.

"Those are things even I would never do." noted Discord.

"Did you say necromancy?" asked Pinkie horrified.

"The animals where we hid made good practice subjects. When they died, I just brought them back." explained Starlight.

Fluttershy turned and vomited on the floor.

"I researched you girls and found out Applejack lost her parents." began Starlight.

"Watch yer tongue." warned Applejack.

"I could bring them back." warned Starlight.

"Try and I'll kill you with ma own hooves!" declared Applejack furious.

"They're too far gone anyway." shrugged Starlight.

Twilight stepped forward.

"Starlight, I've been where you are and you don't want to go." said Twilight.

"You were in the same situation as me." mused Starlight.

Starlight chuckled.

"But I'm not going to cower out like you did." said Starlight.

"Please don't make the same mistake I did!" declared Twilight.

"The only mistake you made as allowing somepony like me to fill the void you left." replied Starlight.

"Starlight...there's a better way." said Twilight.

Starlight laughed mockingly.

"Then...I'll stop you." stated Twilight.

Starlight laughed.

"Try it!" screamed Starlight.

Starlight fired a powerful dark magic blast. The girls dodged and it left a large crater in the throne room floor.

"That's just a taste!" declared Starlight.

Starlight fired a powerful magical beam at Twilight who ducked.

"Look out!" cried Sunset.

Starlight quickly swept across the floor with her attack which torn the floor.

"Crap!" cried Twilight.

Twilight flew up dodging the attack.

"That was close." muttered Twilight.

Out of the corner of her eye, Twilight saw an attack coming. The Royal Sisters fired attacks at Twilight who managed to dodge.

"I'm so sorry." said Sunset.

Sunset fired a magical beam hitting Luna and knocking her into Celestia. The Royal Sisters hit the wall and collapsed onto the floor.

"That was easier than I thought." mused Discord.

"They were worthless anyway." scoffed Starlight.

Twilight fired a magical beam at Starlight who easily deflected it.

"How pathetic." said Starlight.

The others stood back.

"We should rush her." whispered Rainbow.

'That could be dangerous." noted Fluttershy.

"We gotta take a risk." replied Applejack.

"But a calculated one." said Rarity.

Starlight Glimmer smirked.

"This outta due it." said Starlight.

Starlight fired a blast of magic at Fluttershy.

"Look out!" cried Discord in horror.

Discord teleported in front to Fluttershy and took the blast.

"Discord!" screamed Fluttershy horrified.

Starlight let out a depraved cackle.

"Just what I wanted." said Starlight.

"What are you gettin' at?" asked Applejack.

"Arise." ordered Starlight.

Before their eyes, Discord stood up. His eyes where vacant.

"You're okay!" cried Fluttershy relieved.

Fluttershy raced over to Discord.

"Wait!" exclaimed Rainbow.

It was too late, Fluttershy raced right over to Discord who promptly smacked her in the face.

"Fluttershy!" cried out Twilight horrified.

Rainbow helped Fluttershy back up.

"Why?" asked Fluttershy betrayed.

"Are you really that stupid?" asked Starlight gloating.

Starlight stamped her hoof on the floor.

"What are your orders, Comrade Glimmer?" asked Discord.

"No!" gasped Fluttershy.

"I knew you were close so I aimed my attack in your direction expecting Discord to protect you." explained Starlight.

"You witch!" spat Rarity.

Starlight merely rolled her eyes.

"Discord, eliminated them." ordered Starlight.

"Yes, Comrade Glimmer." replied Discord.

"Oh no you don't!" declared Twilight.

Twilight charged up for an attack.

"Forget about something?!" asked Starlight.

Starlight attacked Twilight who was forced to defend herself using the attack she planned for Discord.

"Let's let them have their fun and we'll focus on our little battle." said Starlight.

Discord approached the girls.

"Please stop!" begged Fluttershy.

Discord snapped his finger and a piano appeared over Fluttershy. Luckily, Rainbow Dash quickly got them both out of the way before anypony could be crushed.

"You could have gotten yourself killed!' exclaimed Rinabow.

"Discord is in there! I know it!" cried Fluttershy.

"Sorry sugarcube, but that ain't Discord no more." replied Applejack.

"Which means I can do this!" declared Rainbow.

Rainbow shot forward as blinding speed and tackled Discord. The momentum caused Discord to fly into a nearby wall.

"Now for the Buccaneer Blaze!" declared Rainbow.

Rainbow launched herself at Discord.

"Hold on! Ya can't do that in a crowded room!" declared Applejack.

Rainbow Dash was going too fast to hear Applejack as she charged Discord.

"This is going to be amazing." said Rainbow, rushing on the thrill.

Her joy as short lived as Discord snapped his finger and vanished.

"What the..." began Rainbow.

Rainbow realized the wall as coming on her fast.

"Crap!" cried Rainbow.

Rainbow threw on the breaks, but her momentum caused her to slam right into the wall.

"Rainbow!" cried Fluttershy horrified.

"I'm sure she's fine. Rainbow has taken some nasty spills." said Applejack.

Discord suddenly appeared right in front of them as Sunset checked on Rainbow.

'Listen here Discord, if you are going to act like a ruffian then you shall be treated as such." said Rarity.

Discord snapped his fingers causing Rarity and Pinkie Pie to be smothered a gelatinous substance.

"Oh, whatever is this?" asked Rarity.

Pinkie tasted the substance.

"Marmalade." answered Pinkie.

"I'm going to need to bath for hours." groaned Rarity.

"Just be glad it ain't apple jam." said Applejack.

Discord made his way toward Applejack.

"It's you and me now partner." noted AJ.

Discord snapped his finger and furniture came to life. It began attacking Applejack as a chair lunged for her. Luckily, she managed to dodge.

"I ain't never had that happen." noted Applejack surprised.

The chair lunged again, but Applejack bucked it which shattered the chair into splinters.

"Stop!" cried Fluttershy.

Fluttershy flew over to Discord.

"This isn't you! You're nice now! Please stop!" cried Fluttershy heartbroken.

Discord smacked Fluttershy with his backhand.

"Fluttershy!" called Applejack.

Discord snapped his finger and swords appeared over Applejack. They began to fall as AJ started running.

"Can't kill me if ya can't catch me!" called Applejack.

Discord snapped his finger again and Applejack found herself unable to move. A red, sticky substance had appeared under her feet.

"Is this taffy?" asked Applejack.

Applejack nibbled the substance binding her.

"It is!" declared Applejack.

Applejack tried to eat her way free, but her muzzle got stuck by the taffy.

"Darn it!" cried Applejack frustrated.

Discord snapped his finger and a bowling ball appeared over the head of Applejack.

"Ma. Pa. I might be comin'." said Applejack sadly.

Luckily, a blast of magic knocked the bowling ball away. A nervous wreck, Party Favor stood with wobbly legs.

"Don't hurt her." said Party favor, terrified yet trying to be strong.

Discord snapped his finger and the bowling ball appeared his hand.

"I'm not afraid." gulped Party Favor.

Discord fired the bowling ball, but Party Favor caught it.

"Let's see how you like it!" declared Party Favor.

Party Favor hurled the bowling ball back at Discord. However, Discord moved putting Applejack in harm's way.

"Oh no!" exclaimed Party Favor.

Party favor closed his eyes, but didn't hear an impact. He peeked out and was relieved to find Sunset Shimmer had stopped the bowling ball with her magic.

"Oh, thank Celestia!" declared Party Favor.

Sunset Shimmer tossed the bowling ball into the air and destroyed it with a blast of magic.

"There. Now your little toy is gone." noted Sunset.

Discord forgot all about Party Favor and focused solely on Sunset Shimmer.

"At least Party Favor will be okay." thought Sunset.

Sunset readied herself.

"I can handle whatever you can dish out, Discord!" declared Sunset.

Discord snapped his finger and a hoard of pukwudgies appeared. They quickly began attacking Sunset.

"Back! Back I said!" declared Sunset.

Sunset blasted the pukwudgies with her magic, but their numbers proved too much and the managed to overwhelm her. From where she stood trapped, Pinkie Pie watched.

"They're eating her! And then they're going to eat me!" cried Pinkie.

"They not eating her." noted Rarity confused.

"Oh, My Celestia!" cried Pinkie.

A powerful surge of magic sent the pukwudgies packing.

"Keep trying." said Sunset.

Discord snapped his fingers and a manticore appeared.

"Better." said Sunset.

The manticore pounced, but Sunset used her magic to easily trap it in a cage.

"I take it back, that was too easy." said Sunset.

Discord show visible signs of anger.

"If the old Discord is in there, this might be how I get him out." thought Sunset.

Discord snapped his finger again and a chimera appeared.

"Yawn." said Sunset.

Sunset created a net which tangled the beast.

"You're off your game." said Sunset.

Discord snapped his finger and a cockatrice appeared.

"That's more like it." said Sunset, truly worried.

Sunset pulled over a mirror causing the cockatrice to petrify its self.

"Fluttershy can help with that later." said Sunset.

Discord let out an angry roar.

"Some Lord of Chaos." scoffed Sunset.

"I am the Lord of Chaos and don't forget it!" declared Discord.

Discord began fighting off Starlight's spell.

"Come on Discord.' said Sunset hopeful.

Before Discord could break free, a power blast of magic hit him from behind and knocked him out.

"He's clearly gone soft." stated Starlight arrogantly.

"Party Favor, try to get as many ponies out of here as you can." said Sunset.

Sunset Shimmer quickly galloped to Twilight's side.

"Now two on one isn't fair." said Starlight, with faux disappointment.

"We're not playing games. It's over." said Sunset.

Starlight laughed.

"Luckily, I can make this equal." said Starlight.

Starlight aimed at Sunset who brace herself. However, Sunset Shimmer suddenly realized her body was moving and contorting on its own.

"No." said Twilight horrified.

"Blood Manipulation." said Starlight coldly.

Author's Note

A/N: That's where we'll end this chapter. It's down to just Starlight after her attempt to use Discord against the girls failed. However, she's broken out the major taboo: the Blood Manipulation Spell. The same one Twilight once used herself. Next time, the battle reaches its end. Please review.

Chapter 32

Twilight Sparkle found herself in a terrible bind. The fate of Equestria was in the balance and Starlight Glimmer was using Sunset as a tool against her through the use of the Blood Manipulation Spell.

"Starlight, don't do this!" cried Twilight.

"You did." noted Starlight.

"Which is why you don't want to go down this road. Nothing good comes of it." replied Twilight.

"Nothing except for power!" declared Starlight.

"Are you really willing to sacrifice everything for that?" asked Twilight.

"Of course." answered Starlight plainly.

"Look, I know the Alicorn Amulet corrupts its user..." began Twilight.

"I'm in total control!" scoffed Starlight.

"No, you aren't. Dark magic cannot be controlled. It always comes at a cost." explained Twilight.

Starlight Glimmer rolled her eyes.

"Don't throw everything away." pleaded Twilight.

A somber expression came to Starlight.

"Oh Celestia, what am I doing?" asked Starlight.

Starlight groaned.

"All of...this. It isn't worth it." said Starlight.

Starlight Glimmer bitterly shook her head.

"I can't do this." sighed Starlight.

"I'm glad to hear that." said Twilight relieved.

"We should to do something to celebrate this." said Starlight.

A smirk began to crawl across the face of Starlight.

"How about...pretzels?" asked Starlight.

Starlight used the Blood Manipulation Spell to start contorting Sunset into unnatural positions.

"Stop it!" demanded Twilight horrified.

"Did you really think that stupid speech would work?" asked Starlight.

Starlight laughed.

"You're more pathetic than I thought." added Starlight coldly.

"You're leaving me with no choice!" declared Twilight.

"Oh...and whatever do you mean?" asked Starlight curious.

"I will fight you." answered Twilight.

Starlight Glimmer let out a hardy laugh.

"I have leverage." noted Starlight.

It quickly dawned on Twilight what she meant.

"Yes, I'm talking about Sunset Shimmer." confirmed Starlight coldyl.

"You bitch!" spat Sunset.

Starlight chuckled and shook her head.

"You see Twilight, you have two choices: the first is surrender and accept me as the Empress of Friendship..." began Starlight.

Starlight used the Blood Manipulation Spell to further contort the body of Sunset Shimmer.

"Or you could fight and thus watch me murder your beloved Sunset right before you." concluded Starlight.

"Sweet Celestia." said Twilight horrified.

"Your call." stated Starlight.

Twilight felt sweat quickly begin to roll down as she went over her choices.

"I don't want to lose Sunset...but, I can't let Starlight win either." mused Twilight.

Twilight could feel her anxiety rapidly growing.

"Tick tock. Time is almost up." said Starlight.

"You never mentioned a time limit!" cried Twilight, panicking.

This response got a laugh from Starlight.

"What do I do? What do I do?" asked Twilight to herself.

Starlight Glimmer made a buzzing sound which freaked Twilight out.

"Time is up. I need an answer." said Starlight.

Twilight felt her mouth getting incredible dry.

"Just kowtow and declare me the Empress of Friendship. I'll let Sunset go." said Starlight.

"Why not. I can't win." thought Twilight defeated.

Twilight began to bow.

"No!" cried Sunset horrified.

"You keep out of it!" snapped Starlight.

Twilight got down and began to kowtow.

"I, Princess Twilight Sparkle, nearby recognize Starlight Glimmer as..." began Twilight.

"Don't do it!" cried Sunset.

"I said keep out of this." noted Starlight angrily.

"Twilight, you can't give up." said Sunset.

"She's beaten everypony else and holds all the leverage. I can't win." replied Twilight flatly.

"Exactly." said Starlight.

"You can't quit! You didn't quit when you broke free from Sombra!" declared Sunset.

Sunset began to scream in pain as Starlight used the Blood Manipulation Spell to torture her.

"I said shut up!" screamed Starlight furious.

"Starlight saw the pain Twilight had in her eyes.

"Finish or she dies." warned Starlight.

"You have to keep going. You can't let Starlight take over Equestria...even if that means I die." said Sunset somberly.

Twilight was taken aback by this.

"You cannot be serious?" asked Starlight dumbfounded.

"Equestria cannot fall." said Sunset.

Twilight gulped sadly.

"I love you Sunset." whispered Twilight softly.

With tears rolling down her cheeks, Twilight fired a blast of magic at Starlight. However, the Alicorn Amulet gave Starlight the power to block it without letting go of Sunset Shimmer.

"I warned you!" screamed Starlight.

Starlight began to cut off Sunset's blood flow to the brain. Sunset Shimmer struggled horrible before her eyes rolled back into her head.

"I guess you were a failure." mused Starlight.

Starlight tossed the body of sunset to the floor.

"One down, one to go." said Starlight coldly.

Starlight looked at Twilight and was surprised. Twilight stood still a statue with a blank expression on her face.

"What's your problem?" asked Starlight confused.

"Starlight...you made the biggest mistake of your life." answered Twilight stoically.

Starlight laughed.

"Maybe you want to remember the position you're in." suggested Starlight.

"By killing Sunset, you drove me to the point I don't care." continued Twilight.

"So, you're just going to walk away?" asked Starlight amused.

"I'm going to kill you." answered Twilight.

Twilight let out a bloodcurdling scream.

'What in Equestria?" asked Starlight surprised.

Twilight launched off and slammed into Starlight knocking her backwards.

"Dammit." cursed Starlight.

As she got up, Starlight was hit with a barrage of magical volleys blasting her.

"Where did this come from?" asked Starlight horrified.

Twilight fired another round of volleys, but Starlight blocked them with her shield.

"You only caught me off guard." said Starlight.

Twilight readied herself and fired an incredible powerful blast of magic. It destroyed the shield and sent Starlight crashing against a wall.

"Oh crap." said Starlight.

Starlight was bleeding form her forehead and was pretty sure she had broken ribs.

"How am I losing?" asked Starlight horrified.

Starlight tried to get up, only to be hit with a magic blast from Twilight.

"Stay down." ordered Twilight.

"Never." replied Starlight defiantly.

Starlight tried to get up, but for twilight to knock her back down with another magic beams.

"I told you to stay down." noted Twilight firmly.

"Go to Tartarus." spat Starlight.

Starlight tried to get up again and was blast with multiple magic beams knocking her down.

"Stay down or I'll break your freaking legs!" screamed Twilight.

Physically unable, and very much worried, Starlight complied.

"Now, I want to know why." said Twilight.

"For equality." said Starlight.

"I meant...went sent you down this path?" asked Twilight.

"Like you would care." spat Starlight.

"You know I've walked the path of darkness myself. I can relate." answered Twilight.

"I've never needed anyone." said Starlight bitterly.

"Not even friends?" asked Twilight.

Starlight laughed coldly.

"I've never needed them." spat Starlight.

"Tell me what happened." requested Twilight.

Starlight growled angrily.

"Oh yes! Friends say they'll always be with you! Then they get their cutie marks and they leave for magic school! And you never hear from them again!" screamed Starlight.

"So...that's what happened." mused Twilight.

To her surprise, Starlight began to sob.

"Starburst was my best friend as a foal. Then he got his cutie mark and I never heard from him again!" cried Starlight.

"Did you write him?" asked Twilight.

"I never heard back." answered Starlight sadly.

"Did you go to magic school?" asked Twilight.

"I got my cutie mark late." answered Starlight.

"Do you know what I think?" asked Twilight.

"What?" asked Starlight sadly.

"I think you where late because of losing your friend." answered Twilight.

Starlight didn't respond.

"There is no excuse for what you've done." said Twilight coldly.

Starlight gulped anxiously.

"As a ruler of Equestia, I must protect my subjects." said Twilight.

"Twilight." came a faint voice.

A surprised Twilight to see Sunset breathing stilted.

"You're alive!" gasped Twilight.

"I used a spell to make it appear I was dead. I was Celestia's student too." explained Sunset hurt.

Sunset chuckled, but stopped to groan in pain.

"Don't kill her. You'll regret it the rest of your life." said Sunset.

"I can't let her off the hook." noted Twilight.

"Of course. But another pony I know served her punishment and got a second chance." replied Sunset.

Twilight flinched, then calmed herself.

"Starlight Glimmer, I want to be your friend." said Twilight.

"Even after everything I did?" asked Starlight surprised.

"Yes." answered Twilight.

"I...don't know. This could be a trap." said Starlight weary.

"Look into my eyes. My offer is as sincere as possible." said Twilight.

Twilight extended her hoof.

"Please...let me be your friend." requested Twilight.

Starlight slowly extended her hoof and Twilight helped her back to her feet.

"First, you need to get rid of this." said Twilight.

Twilight ripped the Alicorn Amulet off Starlight.

"I feel...better." noted Starlight surprised.

"The corrupting of the influence is gone." replied Twilight.

Twilight heard a groan.

"I feel like I was runneth over by a carriage." groaned Luna.

Both Royal Sisters got up.

"Without the amulet, I don't have the power to control them." revealed Starlight.

"My faithful student, I knew you would succeed." said Celestia proudly.

"We all did." replied Twilight.

"In incredible pain over her!" called Sunset.

"Why am I tied up?" asked a confused Spearhead.

The doors opened.

"Princess Celestia! Princess Luna!" exclaimed Raven.

Raven Inkwell ran over to the Royal Sisters with Kibitz behind her.

"So glad to see you are okay." said Kibitz.

"Speak for yourself!" declared Discord.

Discord rubbed his aching head.

"I must have him you harder than I thought." mused Sunset.

"Um Discord...could you free us?" asked Pinkie.

Discord snapped his finger freeing the duo. rarity went to check on Applejack while Fluttershy went to check on Rarity.

"Don't worry. You were being controlled by Starlight so it's not your fault." said Pinkie reassuring.

Nearby, Party Favor was checking on Double Diamond.

"Please! Speak to me!" begged Party Favor.

Double Diamond groaned.

"He's alive!" cried Party Favor jubilant.

"All's well that ends well." said Twilight.

Twilight's eyes suddenly rolled back into her head and she collapsed.

Author's Note

A/N: So that's where we'll end things. the battle is over as Twilight got through to Starlight similar to how she did in the show. She then collapsed so that is worrying. Next time, the final chapter. Please review.

Chapter 33

Disclaimer: I don't own My Little Pony

Twilight awoke to a buzzing sound. Looking up, she saw lights overhead. It didn't take very long for her to realize she was in a hospital. A nurse spotted her and moments later Doctor Horse entered.

'Where am I?" asked Twilight weakly.

"Canterlot Royal Hospital." answered Doctor Horse.

Twilight thought back and recalled collapsing.

"Why did I..." began Twilight.

"Exhaustion. That battle took everything out of you. Just rest and you'll be fine." answered Doctor Horse.

"Thank you." said Twilight.

"By the way, you have visitors." revealed Doctor Horse, "Should I let them in?"

"Yeah." answered Twilight.

Doctor Horse left and moments later Twilight was being squeezed by a pink pony.

"Twilight! I was so worried about you!" cried Pinkie.

"I'm...okay..." said Twilight, in between breaths.

"Pinkie, let go of her." said Applejack.

Pinkie obliged and backed off.

"How are you?" asked Twilight.

"We're fine darling." answered Rarity, "How are you doing?"

"Okay." answered Twilight.

"That's so good to hear." sighed Fluttershy.

Twilight looked around.

"How's Rainbow Dash?" asked Twilight.

"She has a lot of broken bones, but she'll be okay." answered Applejack.

"I got Tank and the two of them will stay with me until Rainbow is healed." added Fluttershy.

"That's good." sighed a relieved Twilight.

"How is Discord?" asked Twilight.

"He is in his dimension right now." answered Fluttershy.

Twilight worriedly looked around.

'Where's Sunset?" asked Twilight worried.

"right here." answered Sunset.

Sunset Shimmer limped into the room covered in bandages.

"Oh, my goodness!" gasped Twilight horrified.

"It's nothing permanent. I'll heal up on my own soon." noted Sunset.

"That's a relief." sighed Twilight.

"But I might need a certain princess to help me with by sponge bathes." said Sunset teasing.

Twilight's face turned red as a tomato.

"I brought someone." noted Sunset.

The girls stepped as Rainbow Dash wheeled herself in.

"I'm so happy to see you." said Twilight happily.

"No wall could keep me down." said Rainbow proudly.

"Her ego is intact." mused Applejack.

"Rainbow, Discord feels terrible about what happened." revealed Fluttershy.

"He was being controlled by Starlight so I guess I can't blame him." replied Rainbow.

A look of relief washed over Fluttershy's face.

"Speaking of, what happened to Starlight?" asked Twilight.

"After y'all collapsed, she surrendered to Princess Celestia was taken to Tartaus by Princess Luna." answered Applejack.

Twilight solemnly took this in.

"And I wish to note that Double Diamond will need a lot of time, but he will recover too." added Rarity.

"That's good." said Twilight.

"After Starlight surrendered, she totally went out and had followers give up. She even showed her cutie mark to prove she had been lying." continued Pinkie.

"Because Starlight was controlling them, they're fate is gonna be harder to figure out." said Applejack.

"On the brighter side, Party Favor received a pardon for aiding us against Starlight." revealed Rarity.

"Good for him." replied Twilight, happy for him.

"Hey guys, I want to talk to Twilight alone." said Sunset.

The other girls left with Rainbow snickering.

"I'm not surprised Rainbow Dash has a dirty mind." sighed Sunset.

Sunset shook her head and walked right next to Twilight.

"I'm glad you're okay." said Sunset.

"I kind of lost it when I thought Starlight had killed you." confessed Twilight.

"From what I heard, that was a good thing. You kicked her butt." replied Sunset.

"I have to thank you for keeping me from making a huge mistake." noted Twilight.

"Glad I did." said Sunset.

Twilight took a moment to brace herself.

"Sunset...how badly are you hurt?" asked Twilight.

"I told you already." answered Sunset confused.

"Be honest." requested Twilight.

Now Sunset got it.

"I am touched you're worried, but I am okay." said Sunset.

"Okay." replied Twilight satisfied.

"Your brother wanted me to send you his love. He had to return to the Crystal Empire." revealed Sunset.

"Does he know I'm okay?" asked Twilight worried.

"Yeah." answered Sunset.

Twilight leaned back and looked at the ceiling in deep thought.

"I don't know." said Twilight finally.

"About what?" asked Sunset.

"Going back in time and altering the time line." answered Twilight.

"Oh." said Sunset, clearly not thrilled this came up.

"I didn't know before and now I'm more unsure than ever." mused Twilight.

"I'll support you no matter what." said Sunset.

"I know." replied twilight grateful.

They hugged and Sunset left.

"I need to talk with Starlight." said Twilight to herself.

Twilight spent a few more days in the hospital before she went home. While there, she dictated personal letters of thanks to the volunteers who came to help which Spike gladly wrote down for her. Twilight received a hero's welcome in Ponyville and Pinkie had a party ready to go. After the part, Twilight and Sunset returned to the castle with a sleeping Spike. The next morning, Twilight awoke and made her trip to Tartarus. She passed the gates and found Starlight in a cage.

"Hello Starlight." began Twilight.

Starlight turned and was surprised to see Twilight.

"What are you doing here?" asked Starlight confused.

"I came to see you." answered twilight.

Twilight reached Starlight and realized Starlight had a magic restriction device on her horn.

"It really shouldn't be a surprise." shrugged Starlight.

Twilight sat down.

"How have you been?" asked Twilight.

"Bored." answered Starlight.

Starlight chuckled sadly.

"How are your friends?" asked Starlight.

"Okay. So is Double Diamond." answered Twilight.

Starlight winched.

"I'm sorry." said Twilight guilty.

Starlight Glimmer shook her head.

"I wanted to know anyway." confessed Starlight.

"Is there anything you want to talk about?" asked Twilight.

"I feel like crap." answered Starlight.

"Do you have family?" asked Twilight.

"I have a father...but I don't want him to know." answered Starlight.

"He probably knows already." noted Twilight.

"Figures." groaned Starlight.

"What about your friend?" asked Twilight.

Twilight searched her mind until she got it.

"Starburst." said Twilight.

Starlight cringed.

"That's a no." decided Twilight.

Starlight looked around.

"I have an idea." said Starlight.

"What?" asked twilight apprehensive.

"While I was on the run, I studied spells and I think I can complete Star Swirl's time travel spell." answered Starlight.

'What?!" exclaimed Twilight stunned.

"I can go back in time and alter the past so this never happens." said Starlight.

"Starlight..." began Twilight.

"I'll just warn myself about what's going to happen. Of course, I'll need to convince myself first. But, another me should do." ranted Starlight.

"Time travel isn't something to take light. You go back in time to warn yourself not to worry, but you don't get it out in time and you cause yourself to freak out until you realize this only to complete the same mistake." explained Twilight.

"First hoof experience?" asked Starlight.

"Yup." answered Twilight flatly.

"This will be different." said Starlight.

"You can't be sure." noted Twilight.

"Yeah it's risky, but you have to be willing to take risks ever now and again." replied Starlight.

"Then you won't learn your lesson." said Twilight.

"I won't have if to I don't need to." replied Starlight.

Twilight grimaced.

"Think about all the horrible things that won't happen. The pain and suffering that will never be." added Starlight.

"It honestly sounds like you're running away from your problems." said Twilight.

A revelation suddenly hit Twilight.

"As your friend, you cannot do that." said twilight.

"I understand." sighed Starlight.

"I have to go, but I will keep in touch. I'm not going to abandon you." said Twilight.

Starlight smiled warmly at this.

"Thank you, Twilight." whispered Starlight grateful.

By the time Twilight got home, it was getting late. She arrived just as the as the sun went down and found the castle peacefully quiet. Spike was in his room on his bed. The baby dragon was reading his comics. Twilight then went to the master bedroom and found Sunset was on their bed reading a book. Twilight entered the bedroom and got onto the bed as Sunset put the book down.

"How was Tartarus?" asked Sunset.

Twilight was surprised by this.

"I know you. I knew you were you going to see Starlight." explained Sunset.

"You got me." sighed Twilight.

"How is she?" asked Sunset.

"Okay." answered Twilight apprehensive.

"What are you telling me?" asked Sunset suspicious.

"Nothing gets passed you." sighed Twilight.

"Nope. Out with it." replied Sunset.

"You remember that idea I had?" asked Twilight.

"You're going to need to be more specific." answered Sunset.

"The plan to go back in time and keep all of this from happening." clarified Twilight.

Sunset winced uncomfortable.

"Starlight had the same idea." revealed Twilight.

"I guess I shouldn't be surprised." mused Sunset.

"She was going to use Star Swirl's time travel spell." added Twilight.

"Geez, she's stronger than I thought." said Sunset, slightly impressed.

"I talked her out of it." said Twilight.

"Why?" asked Sunset curious.

"It felt like wanted to avoid the consequences and take an easy out." answered Twilight.

Twilight need a moment.

"And I realized I would be doing the same." said Twilight.

"So...you're not going to alter the past?" asked Sunset.

"No. Everything will stay as is." answered Twilight.

"I'll support you no matter what." noted Sunset.

"I know." replied Twilight warmly.

The two cuddled.

"So...now what?" asked Sunset.

"I don't know honestly." answered Twilight.

"Equestria is at peace...again." noted Sunset.

"But something will come up. It always does." groaned Twilight.

"And we'll handle it together." replied Sunset.

Twilight smiled faintly.

"You're right. With all my friends...there's nothing that can stop us." agreed Twilight.

Twilight rubbed her chin.

"Actually, we were enjoying the Pax caelestis until Nightmare Moon returned." noted Twilight.

"That must have started it." mused Sunset.

"I brought this up once and Pinkie said something about that being Season 1 and of course we'd need conflict for each season." said Twilight.

"It's Pinkie Pie, don't question it." said Sunset.

"You're catching on." chuckled Twilight.

The two shared a kiss.

"I love you Sunset." said Twilight.

"I love you Twilight." said Sunset.

Author's Note

A/N: After a very long time, that is where we'll end this story. I thank everyone who stuck with this and all the support I got. I wasn't sure about the ending for a bit before deciding on this. However, I did have a plan if Twilight went back in time to alter the past. She would have said an emotional goodbye to Sunset then warned her past self about falling to Sombra's influence right before she left for the Crystal Empire. That would erase the timeline of these story and replace it with the canon timeline. Then, there'd be a scene right after the Rainbooms defeated the Dazzlings in Rainbow Rocks setting up a romance between Twilight and Sunset. Kind of a "their love was always meant to be" deal. Now, I can continue this with the four seasons following and I might. However, right now I want to take a break. Thanks for reading and please review.

Chapter 1

The sound of desperate hooves hitting the ground echoed through the night. It was midnight and now was the time a trio of ponies fled for their lives. Sugar Belle and Party Favor felt their hearts racing in their bodies as they galloped away. Night Glider flew just over their head. They dared not look back at the guard towers and barbed wire behind them. They could hear the tattling wail of the alarm from their former home.

"They're gaining!" called Night Glider.

The sounds of ponies closing in got louder.

"Hey Sugar Belle." began Party Favor.

"Not a good time!" called Sugar Belle.

"Where are we going to go?" asked Party Favor.

"Canterlot!" answered Sugar Belle.

"This way!" cried Double Diamond.

"They're getting closer!" warned Night Glider.

The trio saw Double Diamond coming behind them.

"You're not getting away!" declared Double Diamond.

"We have to keep going!" screamed Night Glider.

A blast of light turquoise magic hit Night Glider knocking her out of the sky.

"Night Glider!" cried Party Favor horrified.

"We have to keep going." said Sugar Belle sadly.

Double Diamond and Starlight Glimmer reached Night Glider.

"Lieutenant, go on ahead and I will catch up." ordered Starlight.

Double Diamond nodded and kept going.

"Where are they going?" asked Starlight.

"I won't say." answered Night Glider defiantly.

Starlight sneered.

"I can break you." said Starlight.

Starlight turned to several of the ponies nearby.

"Take her back." demanded Starlight.

Sugar Belle and Party Favor continued racing to the mountains.

"I...can't...do...it..." panted Party Favor.

"You have to." replied Sugar Belle.

Sugar Belle turned and saw Double Diamond closing in.

"Double Diamond is getting closer! You've got to keep going!" cried Sugar Belle.

Party Favor began to stagger.

"I think I pulled something!" declared Party Favor.

"Don't give up!" exclaimed Sugar Belle.

Double Diamond jumped forward and threw himself onto Party Favor.

"No!" cried Sugar Belle horrified.

"Keep going!" demanded Party Favor.

Sugar Belle reluctantly took off using her magic to teleport.

"Thank Celestia." sighed Party Favor.

Starlight Glimmer trotted over to Party Favor.

"Well, we managed to capture two rats." cooed Starlight.

Starlight Glimmer shot a glare to Party Favor.

"Maybe you'll be smart enough to tell me where she's going." said Starlight.

"I can't do it." said Party Favor.

Starlight frowned, but quickly shook it off.

"No matter." said Starlight nonchalant.

"Comrade Glimmer, what do we do with him?" asked Double Diamond.

Starlight Glimmer snickered.

"Lieutenant, we'll put him with his traitor friend Night Glider." answered Starlight.

Starlight turned her attention back to Party Favor.

"I have ways of making ponies talk." said Starlight grimly.

Party Favor gulped worried.

"Sugar Belle, I hope you're safe wherever you go." thought Party Favor.

Sugar Belle kept galloping for her life.

"Don't look back. You can never look back." said Sugar Belle to herself.

The next morning, Celestia rose the sun high into the sky over Equestria. In Ponyville, Sunset Shimmer used her magic to shut the blinds hoping to sleep in. However, a loud crash at the door jolted her him her slumber. She raced to the door of the Castle of Princess Twilight Sparkle (formerly the Castle of the Two Sisters) and found Derpy Hooves dropping off the mail. Sunset shifted through the mail as Twilight and Spike came down.

"What was that?" asked Twilight.'

"Mail." answered Sunset.

"Anything good?" yawned Twilight.

"Junk." answered Sunset.

Sunset handed the junk mail to Spike.

"Everypony is trying to sell us a home security system." sighed the baby dragon.

The three made their way to the kitchen.

"I made coffee." noted Twilight.

"Can I have a cup babe?" asked Sunset.

Twilight poured Sunset a cup of coffee and gave it to Sunset who took a sip.

"So good." said Sunset happily.

Twilight let out another yawn.

"Have you been up late again?" asked Sunset.

"Of course not." answered Twilight, clearly lying.

"Yes." answered Spike bluntly.

"Spike!" cried Twilight embarrassed.

"Twilight, you have to sleep." said Sunset.

"From the time I broke free of Sombra to the time I became a princess...I slept plenty." replied Twilight.

"So, I take it you've been studying." mused Sunset.

"Of course! This castle as tons of books over a thousand years old!" exclaimed Twilight joyously.

"You are such a dork." said Sunset.

Sunset kissed Twilight.

"And you're my dork." added Sunset.

Twilight blushed at this.

"Sunset." cooed Twilight.

Spike rolled his eyes.

"Anything interesting?" asked Sunset curious.

"I found spell books from Clover the Clever." answered Twilight giddy.

"Oh! You have to send those my way!" exclaimed Sunset.

Twilight nodded her head.

"I also found manuscripts on combat from Commander Hurricane and a cookbook written by Chancellor Puddinghead." continued Twilight.

"This is amazing!" declared Sunset.

Twilight let out a sigh.

"I also found some...other books." noted Twilight solemnly.

"What kind of books?" asked Sunset concerned.

"Dark magic." answered Twilight.

Sunset gasped in horror.

"Before the archives the Royal Sisters kept them here and they must have been forgotten." explained Twilight gloomy.

"What is in them?" asked Sunset uneasy.

"Necromancy, memory manipulation, brainwashing spells, spells that alter reality and...Blood Manipulation." answered Twilight sadly.

Sunset gulped.

"I don't like the idea of burning books." said Twilight.

"Look, it's safe to say we have to destroy these books." said Sunset.

"We could send them to the archives in Canterlot." proposed Twilight.

"Why do you want to save these?" asked Sunset.

"We can learn from them." answered Twilight.

Sunset rubbed her chin with her hoof.

"I'm not going back to the darkness." said Twilight reassuringly.

"Okay. We'll send them to Canterlot." agreed Sunset.

The two shared a kiss.

"Thank you." said Twilight gratefully.

The two talked for a bit before going about their usual business. For Sunset, this was catching up on the books that Twilight had mentioned. For Twilight, this was adjusting to her new life as a royal. For Spike, this was reading the latest Pony Ponies comic. A little while later, the rest of the Mane 6 arrived and everypony met in the throne room.

"Twilight darling. How wonderful it is to see you." said Rarity.

"Nice to see you too." said Twilight.

"Sorry it's been a few days, but it's might busy for all of us." said Applejack.

"Plus, your castle is in the middle of a spooky and dangerous forest." added Pinkie.

"Yeah. This isn't the best real estate." joked Sunset.

"With vines and dangerous creatures." said Fluttershy nervously.

"Uh Fluttershy, I've seen you tame a manticore and you've stare down a cockatrice." noted Rainbow Dash.

"Not to mention a big dragon." added Applejack.

"I was protecting my friends. I get more courageous then." replied Fluttershy.

"Well, anyway, we're glad you're here." said Twilight.

Rarity trotted to the thrones while looking around.

"You really must allow me to redecorate. This castle is so drab." offered Rarity.

It could use some sprucing up." admitted Sunset.

Rarity reached the dual thrones with the banners of the Royal Sisters still hanging behind them.

"I still cannot believe our friend Twilight is royalty now." confessed the fashionista.

"I'm still getting used to it." revealed Twilight.

"So, do you two share the thrones?" asked Rainbow curious.

"Sunset sits on Celestia's former throne and I sit on Luna's." answered Twilight.

"And I don't have one." sighed Spike.

"I can make one for ya." offered Applejack.

"Really?" asked Spike hopefully.

"Shoot. It'll be easier then wrangling a chicken." answered Applejack confidently.

"Thank you! Thank you! Thank you!" cried Spike.

"Just as long as y'all don't make another life debt." said Applejack.

"I learned my lesson last time." laughed Spike.

"I think that's a good idea." said Twilight.

"Enough talking. Let's do something." said Rainbow.

"I can't." sighed Twilight.

"Why not?!" asked Rainbow.

"Mayor Mare needs me to help balance the budget." answered Twilight.

"Part of being a princess." shrugged Sunset.

"Oh man." groaned Rainbow.

"I wish I could change things." said Twilight.

"I hope ya don't forget us." said Rainbow.

"Rainbow Dash!" cried Applejack.

"Sorry. That was a dick thing to say." said Rainbow.

"It's fine." replied Twilight.

"I'm jut glad everything is back to normal." said Applejack.

"Well, I wasn't a princess before." noted Twilight.

"That's true." said Pinkie happily.

"Well, luckily you've been forgiven for your...past mistakes." said Fluttershy.

Twilight winced.

"Oh. I'm so sorry." said Fluttershy guilty.

"It's fine." said Twilight.

"Twilight, darling, you've been forgiven at least." said Rarity.

"Yeah." replied Twilight solemnly.

"Twilight, are you okay?" asked Sunset concerned.

"Yeah." answered Twilight, again poorly lying.

The ponies shared a concerned glance.

"Twilight..." began Sunset.

Before she could finish, Derpy crashed into the castle.

"Be careful Derpy!" cried Rainbow.

Derpy got up and shook.

"Princess, we need you!" declared Derpy.

Derpy revealed a pony was the hospital and they needed her. Twilight, Sunset, the rest of the Mane 6 and Spike headed to the hospital. Derpy led them right there. They arrived and Nurse Redheart led them to the room of the patient. She was in a bed out cold.

"She collapsed just out of town. Zecora brought her here." said Nurse Redheart.

"As she said anything?" asked Twilight.

"She has not recovered." answered Nurse Redheart.

"The color on her mane and coat are really faint." noted Pinkie.

Sunset lifted the blanket with her magic.

"Her cutie mark is an equal sign." said Sunset confused.

Sunset put the blanket back on her.

"Of course another problem hits Equestria and we have to fix it." muttered Twilight.

"That's our duty, sugarcube." noted Applejack.

Twilight shook her head.

"You're right." agreed Twilight.

The unicorn shook and awoke.

"Hello. You are in Ponyville." said Twilight gently.

"Princess Twilight!" cried Sugar Belle.

Sugar Belle sat up.

"We need you!" exclaimed Sugar Belle urgently.

Author's Note

A/N: That is where we'll end this. I hope the start was good and the set up was good as well. I will do this chapter, but I don't know whether I'll continue with G4 ending. I'll have to see how G5 goes. Next time, the group heads to Starlight's village. Please review.

Chapter 6

It was a normal day in Equestria. Ponies in the town where about doing their business while Twilight did some reading in her castle. She was still trying to hide her jealously about not being able to go to Griffonstone earlier. Sunset Shimmer was seated at the desk in her room reading a scroll when Spike popped his head in.

"I was wondering if you wanted daisy sandwiches for lunch?" asked Spike.

"Crap!" cried Sunset.

Spike took a step backwards.

"A simple no would do." replied Spike flatly.

Sunset quickly turned around.

"Oh Spike, I didn't realize you where here." said Sunset.

"So...you do want daisy sandwiches for lunch?" asked Spike.

"Yes, but not right now." answered Sunset.

Spike walked over to the yellow and red unicorn.

"What's wrong?" asked Spike.

"Another abduction." answered Sunset worried.

"Anypony we know?" asked Spike worried.

"A mare named Cherry Jubilee from Dodge Junction." answered Sunset.

"Oh no!" gasped Spike.

"You know here?" asked Sunset surprised.

"Way back before Twilight's brother and Cadence got married, the town hall was accidentally damaged by Derpy so Applejack entered a rodeo to use the money for repairs. However, she extended her stay so the six girls left and found her working for Cherry Jubilee. She didn't win a blue ribbon and lacked enough money for the repairs so she worked to earn the rest. The girls told her she was more important and she came home." explained Spike.

"Applejack is sure is something." mused Sunset impressed.

"I can't believe she's been captured." said Spike worried.

"The Dodge Junction/Appaloosa area is the epicenter of the missing pony epidemic." noted Sunset.

Spike gulped worriedly.

"Do...you think it's Starlight?" asked Spike anxious.

Sunset sighed heavily.

"We're pretty confident now." answered Sunset flatly.

Sunset unrolled another scroll.

"This is the list of missing ponies thus far." said Sunset.

Spike read over the list.

"I don't see Applejack's cousin Braeburn on the list." noted Spike relieved.

"Luckily, he and Sheriff Silver Star are among he ponies who've avoided capture." said Sunset.

"So many ponies captured though." muttered Spike.

"The Sheriff has organized a vigilance committee to help keep ponies safe and Braeburn is in charge. Hopefully, that will help." added Sunset.

"What about the buffaloes?" asked Spike.

"So far, they haven't been targeted. But, Chief Thunderhooves has agreed to help protect the ponies." answered Sunset.

"Glad to see they're still working together." replied Spike.

"According to Sheriff Silver Star, these disappearances have revived some tension between the two sides." said Sunset flatly.

"But, they know it's the Equalists!" declared Spike.

"Some ponies are spreading rumors the buffaloes are working with the Equalists to regain their lost land. Chef Thunderhooves hopes that helping protect Appaloosa will dispel these rumors." explained Sunset.

"I can't believe somepony would start such a terrible rumor!" exclaimed Spike.

Sunset shook her head sadly.

"Take it from experience, all you have to do is start a rumor and it'll spread whether it's true or not." sighed Sunset.

"Is this from your past in the other world?" asked Spike curious.

Sunset looked at the floor forlorn.

"Yup. I ruined a lot of lives spreading rumors." answered Sunset guilty.

"We should tell Twilight." said Spike.

"But, she's not exactly the best when it comes to dealing with pressure." said Sunset.

"She does freak out." admitted Spike.

"But, she doesn't want to be let out either." realized Sunset.

"We'll be there to help her." noted Spike.

Sunset took a deep breath.

"Yeah. Let's go." agreed Sunset.

The two left and found Twilight reading in the study. Both Sunset and Spike joined her.

"Hey..." began Sunset.

"Hello." replied Twilight warmly.

Sunset and Twilight shared a kiss.

"What are you reading?" asked Sunset curious.

"It's Mooncurve's Theory on Time Manipulation and I must say it is quiet the fascinating read." answered Twilight giddy.

"That sounds really good. Tell me more." requested Sunset interested.

Spike merely rolled his eyes.

"So according to Mooncurve..." began Twilight excited.

Spike cleared his throat.

"Spike, why did..." began Sunset.

Sunset remembered why she was here.

"On second thought, maybe later." said Sunset sadly.

"What's going on?" asked Twilight.

Sunset looked to Spike to gave her a thumbs up.

"More ponies are vanishing and it's most likely the Equalists." answered Sunset nervously.

Twilight gave a deer in the headlights glare.

"It's okay Twilight. Just take deep breaths if you need to." said Sunset.

Twilight did just that taking multiple deep breaths.

'How are you doing?" asked Sunset.

"I feel better know you're here." answered Twilight.

The two shared another kiss.

"Get a room." groaned Spike.

"Careful Spike or we'll take you up on that." said Sunset teasing.

Spike pretended to gag.

"Honestly, I always knew these abductions where due to the Equalists." admitted Twilight.

Twilight took a moment.

"How many?" asked Twilight bluntly.

"Fifteen so far." answered Sunset.

"And Cherry Jubilee was the most recent." added Spike.

"Applejack won't like hearing that." sighed Twilight.

"It started with Trouble Shoes and is focused in one area." said Sunset.

"And it began after Starlight and her Equalists escaped." added Twilight flatly.

"There's no way this is a coincidence." sighed Sunset.

"Any news from Princess Celestia?" asked Twilight hopeful.

"The army is doing all it can." answered Sunset flatly.

Twilight winced at this.

"You know that this isn't your fault. Starlight Glimmer started her cult before Sombra returned." said Sunset.

"The logical part of me knows that." said Twilight.

"And the other part of you?" asked Sunset concerned.

Twilight needed a moment.

"I don't know." answered Twilight sadly.

Sunset gave Twilight a caring hug.

"It's okay Twilight." said Sunset reassuring.

The hug ended.

"So, what do we do about the abductions?" asked Spike.

"At this rate, we may need to declare martial law." answered Sunset flatly.

"But, the ponies would never accept that!" exclaimed Twilight worried.

"It might be only our choice." shrugged Sunset.

Twilight let out a worried groan.

"It's okay." said Sunset softly.

Sunset turned to Spike.

"Spike, please write a letter to the Princess asking for any updates and plans for situation." requested Sunset.

"Can do." replied Spike.

"Twilight, let me know if anything is wrong." said Sunset worried.

Meanwhile, an elderly stallion wandered around Canterlot. The stallion was a white earth pony wearing pants. Diamond Double was scouting Canterlot under the age spell Starlight used at the Grand Galloping Gala and the pants where to hid his cutie mark. As he looked around, Double Diamond bumped into a unicorn.

"I'm so sorry sunny. My old eyes aren't what they used to be." said Double Diamond.

"That is quiet alright." replied Fancy Pants.

Fancy Pants looked over the stallion.

"I haven't seen you before." noted Fancy Pants.

"I'm from Baltimare. Just visiting." replied Double Diamond.

"Well I hope you're enjoying our city." said Fancy Pants happily.

"Quiet so." said Double Diamond.

"Fancy! Our table is ready" called a female unicorn.

The female unicorn stood in front of a bistro.

"One moment!" called Fancy Pants.

"I'll let you eat." said Double Diamond.

"Would you like to join us?" asked Fancy Pants.

"I'd hate to impose." answered Double Diamond.

"Nonsense. I insist." said Fancy Pants.

"He does appear to be an aristocrat. I might be able to get information out of him." thought Double Diamond.

Double Diamond joined Fancy Pants and Fleur De Lis for their meal.

"The food here is simply exquisite!" declared Fancy Pants as they dug in.

"Zesty Gourmand did award it with three hooves." said Fleur.

They continued eating.

"I can't help but notice you're awfully quiet." said Fancy concerned.

"Just never been to Canterlot before. Taking it all in." said Double Diamond.

"Soak it in! Life is a party after all!" declared Fancy.

"Speaking of parties, we have that cocktail party tonight." noted Fleur.

"Yes. The one Photo Finish will be holding to show off her latest works." mused Fancy.

"It's sure to be a who's who of notable ponies there." shrugged Fleur.

This certainly peaked the interest of Double Diamond.

"Are any other notable ponies going to be there?" asked Double Diamond, feigning ignorance.

"Her coltfriend Hoity Toity." answered Fancy.

"I think Jet Set and Upper Crust will be attending too." said Fleur.

"Oh yes." mused Fancy, less than happy.

"What's wrong with them?" asked Double Diamond.

"They can be a bit stuck up. It is disheartening." answered Fancy.

"Perfect Pace should be attending. Sapphire Shores was asked and could not attend. I believe some of the Wonderbolts might show as well. Soarin' should be there and maybe Fleetfoot. Sadly, Spitfire cannot make it." said Fleur.

"You can come with us if you want." offered Fancy.

"Oh no thank you. I can't stay up late to save my life anymore." replied Double Diamond.

Double Diamond began sipping his soup.

"Wasn't Prince Bluebood going to attend?" asked Fleur.

Double Diamond nearly choked on his soup.

"Are you alright?" asked Fancy concerned.

"Fine. Just went too fast." answered Double Diamond.

"To answer your question, he should be arriving." answered Fancy.

"Comrade Glimmer is going to love this." thought Double Diamond.

Double Diamond had a thought.

"What about Princess Twilight?" asked Double Diamond.

"I am afraid she will be staying in Ponyville." answered Fancy Pants.

Double Diamond could already hear the praise from Starlight.

"That sounds like a fun time." said Double Diamond.

"Are you certain you cannot joining us?" asked Fancy Pants.

"No, but I'd love to hear more about life in Canterlot." answered Double Diamond.

"That I can do." replied Fancy Pants.

Double Diamond listened to Fancy Pants and Fleur De Lis talking about Canterlot and the important ponies in the city. He made sure to memorize every word. Fancy Pants and Fleur where forced to leave allowing Double Diamond to write it all down. Double Diamond then left Canterlot and returned to his comrades. Starlight was talking with new friend Cheery Jubilee, but quickly turned her attention to Double Diamond. Starlight reversed the age spell returning Double Diamond to his natural age.

"How did it go?" asked Starlight.

"Great. I conned two of those aristocratic ponies into talking about the city and important ponies who we will need to target." answered Double Diamond.

"You never fail me Lieutenant." chuckled Starlight.

"There is also a party tonight and many elite ponies will be there including Wonderbolts and Prince Blueblood." reveled Double Diamond.

Double Diamond handed the list of party goers he wrote to Starlight.

"Typical elitists." replied Starlight.

"I was thinking we could crash it." proposed Double Diamond.

Starlight looked at the list.

"I am afraid we are not ready. Attacking that party would only do damage to our cause." said Starlight annoyed.

"Understood." replied Double Diamond disappointed.

"However, this list will come in handy we when capture Canterlot and began liberating ponies of their cutie marks." said Starlight.

Double Diamond perked back up.

"If there's anything else..." began Starlight.

"Ma'am, I know where Princess Twilight is." answered Double Diamond.

A wide grin came to the face of Starlight Glimmer.

"Do go on." requested Starlight.

Author's Note

A/N: That's where we'll end things for now. So, the Equalists are continuing their abductions which might need drastic measures to stop. Not to mention Starlight has a list of prominent targets and knows where Twilight is. Next time, Cranky and Matilda get hitched. Please review.

Chapter 25

Disclaimer: I don't own My Little Pony

It was a living nightmare. Starlight Glimmer had defeated the royal sisters and captured Canterlot. Upon her victory, Starlight quickly got to work. She used her magic to put the royal guard and Wonderbolts under her command. They then rounded up every pony in the city and forced them to march to the palace where Starlight would take their cutie marks away. From their hiding spot in a bunch of bushes two ponies watched in terror.

"I can't believe this is real." said Sugar Belle horrified.

"Neither can I." admitted Night Glider.

A pair of controlled royal guards could be seen in the distance.

"What are we going to do?" asked Sugar Belle worried.

"We have to escape Canterlot." answered Night Glider.

"If we don't..." began Sugar Belle.

Sugar Belle trailed off.

"We can go to Ponyville. Princess Twilight and her friends are there." said Night Glider.

The Starlight Glimmer controlled Fleetfoot landed nearby.

"Hush." whispered Sugar Belle anxious.

Fleetfoot began stalking around as if she was looking for somepony.

"Please don't find us." thought Night Glider.

Fleetfoot got closer and closer.

'We might have to fight our way out of this." whispered Night glider.

Just as they got ready to fight, Sugar Belle and Night Glider where teleported away.

"What was that?!" asked Fleetfoot alarmed.

Fleetfoot looked, but found nothing.

"Must have heard things." mused Fleetfoot.

Sugar Belle and Night Glider where saved by Moon Dancer.

"Good. You're safe." sighed Moon Dancer.

"You saved us." said Sugar Belle grateful.

"Go get Princess Twilight." said Moon Dancer.

"What about you?" asked Night Glider.

"There's no time. Just go." answered Moon Dancer.

It was a nice and quiet day in Ponyville. The blue sky was above and the sun shone brightly down. Things where relaxed and calm. Then, Sugar Belle and Night Glider arrived. The two quickly dropped the bombshell about what happened in Canterlot sending all of Ponyville into a panic. Twilight and Sunset arrived and managed to calm them down. The Mane 7 then went to the castle and began to debate.

"I cannot believe Canterlot has fallen." said Rarity sadly.

"This is awful." said Fluttershy mournful.

"We have to do something!" declared Rainbow.

"Of course we are. Starlight Glimmer must be stopped." stated Sunset.

"The entire Apple family is at the ready." stated Applejack.

"I can shoot up to Cloudsdale and try to recruit help." offered Rainbow.

"That's a good start." said Twilight.

"The more help the better." agreed Sunset.

"What about Ponyville?" asked Pinkie.

"We'll have to evacuate. To the Crystal Empire.'" answered Twilight.

"If we leave them here, they'll be sitting ducks." added Sunset.

'Ducks find that phrase offensive." whispered Fluttershy.

"We'll need to pack and find ponies willing to help move valuable items for us since we're going to be taking on Starlight." said Sunset Shimmr.

"How exactly will we do that?" asked Rarity.

"The Elements of Harmony." answered Twilight confident.

The girls seemed to perk up hearing that.

"This might be the biggest challenge we've face yet." began Twilight.

Thoughts of Sombra came to her head, so Twilight shook them out.

"With their power, we'll hopefully have enough to win." said Sunset.

"No offense, but you don't have an element." noted Rainbow.

"But, I am the former pupil of Princess Celestia so I'm not exactly a pushover." replied Sunset.

"It fine Sugarcube, we're all in this together." said Applejack.

"Totally!" declared Rainbow.

"Quiet right." said Rarity.

"Yup!" exclaimed Pinkie determined.

"Yes." said Fluttershy softly.

The group left and returned to Ponyville. By now, panic had set in and ponies where wildly running around. Twilight used her magic to freeze every pony in place. The evacuation order was given and the residents of Ponyville scattered to grab what they could. At Carousal Boutique, Rarity was helping her parents before they left.

"Okie Dokie. I think that's the last of it." said Hondo Flanks.

"Dear, are you certain that you cannot come with us?" asked Cookie Crumbles worried.

"I must bear my Element and save Equestria once more." answered Rarity.

"Just stay safe." said Cookie concerned.

"I will mother." said Rarity.

They shared a hug only for hissing to interrupt.

''Easy there." said Hondo.

Opal was not fond of the carrier she found herself in.

"Opal, I know that must be dreadful darling. But, you must bear it." said Rarity.

Rarity turned and saw Sweetie Bell approaching.

"You'll be okay, right?" asked Sweetie Bell worried.

Rarity hugged her little sister.

"Of course." answered Rarity.

At Sweet Apple Acres, the Apple family where loading the last of their things onto a cart.

"I can't believe none of our family was willin' to help." said Applejack stunned.

"You can't go blaming them. They got homes to protect too." said Granny Smith.

"Eeyup." agreed Big Mac.

Big Mac was hitched up to the cart.

"Just stay safe." said Applejack.

"You should know by know it's gonna take a lot more than this to stop me." said Granny Smith.

Applejack smiled a bit as she heard barking.

"I'm afraid y'all can't come with Winona." said Applejack.

Winoa let out a sad whimper.

"Applejack, you mean so much to me. you've raised me almost ma whole life. Please, come back." said Apple Bloom.

"It's okay sugar cube. I'll be fine." replied Applejack.

At Sugar Cube Corner, the cake family where finishing packing up. The most vial items they had where, of course, their two children Pumpkin Cake and Pound Cake. However, they also agreed to help Pie Pie by taking some of her things. Luckily, they didn't need to as Maud was able to do that. A small wagon of supplies topped with a part cannon sat next to the Cake family cart.

"That's everything." said Mrs. Cake.

The Cake matriarch had her twins seated in a stroller in front of her.

"Then...I guess we should get going." said Mr. Cake somber.

"Don't worry you two, we'll fix this in a jiffy and you we'll have a big party when you come back." said Pinkie.

"Thank you Pinkie." said Mrs. Cake.

"No problem." replied Pinkie.

"Stay safe." requested Mr. Cake.

The Cake family began to leave.

"Pinkie!" cried the twins.

Pinkie Pie felt her heart ripping in two.

"I know it hurts." said Maud.

Pinkie turned to her sister.

"Thanks for taking my things." said Pinkie.

Pinkie spotted an alligator on the party cannon.

"Now Gummy, you be good for Maud." said Pinkie.

"Be safe." said Maud worried.

Meanwhile, Fluttershy was getting ready to go. She didn't have many things to take so that was not a problem. The big problem was all of her animal friends. The larger ones where going to ride it out in the Everfree Forest. Harry had agreed to look after them. Her smaller animals, such as Angel, needed to go and Zecora agreed to take them with her. Zecora was fully healed and ready as Fluttershy finished loading them.

"Now be good for Zecora and we'll see each other again real soon." said Fluttershy emotional.

Angel Bunny gave her sad looks.

"Please don't! It's hard enough already!" cried Fluttershy.

"Not worried, you should be. They shall be safe with me." said Zecora.

"Thank you." replied Fluttershy relieved.

"For what it is worth. I shall be wishing you are not hurt." added Zecora concerned.

"It'll be okay. My friends will be with me." said Fluttershy.

Meanwhile, a young, orange pegasus was walking outside her home. With her parents off in Celestia knows where, Scootaloo was again being watched by Aunt Holiday and Auntie Lofty. Scootaloo brought her cherished scooter outside taking it with her for the trek. Aunt Holiday was hitched up to the cart while Auntie Lofty was talking with Rainbow Dash. Tanks stood by her side.

"I can't thank you enough for taking Tank with you." said Rainbow.

"You've been such a good influence on our Scootaloo so we're happy to help." replied Lofty.

"And speaking of Scootaloo." said Holiday.

"Hey Squirt. Don't try and miss me too much." said Rainbow.

"Yeah." replied Scootaloo flatly.

Rainbow sighed.

"I know you're worried about me,but I'll be fine." said Rainbow.

"So, other pegasi from Cloudsdale will be helping?" asked Scootaloo hopeful.

"Not exactly." answered Rainbow softly.

"They have homes to protect too." said Holiday.

"But there homes aren't under attack!" cried Scootaloo.

"If Starlight Glimmer isn't stop, they will be." noted Lofty.

Scootaloo groaned.

"The other girls will be with me and together we're unstoppable." said Rainbow.

"Promise you'll be okay." requested Scootaloo worried.

"I Pinkie promise!" declared Rainbow.

Scootaloo smiled, feeling better.

"We need to go." stated Holiday.

Scootaloo hopped onto her scooter and began leaving with her aunts.

"See ya in a bit." said Lofty.

"Bye Rainbow dash!" called Scootaloo.

Finally, Twilight Sparkle and Sunset Shimmer stood in town. The two decided to oversee the evacuation of the town together. Twilight felt it was her duty as a princess and Sunset wanted to be with her in case Twilight needed support. They two stood outside town hall watching as ponies began their exodus.

"Remember every pony, you're headed to the Crystal Empire so dress warmly." said Sunset.

"It hurts my heart to see Ponyville evacuate." sighed Mayor Mare.

"We're truly sorry." said Twilight.

"It's not your fault. It's that Starlight Glimmer." replied Mayor Mare.

"We'll beat her and you can return soon." said Sunset.

Spike arrived carrying a bag of items, mostly comics, and had Owlicious with him.

"I still don't see why I can't come." said Spike.

"I don't want you to get hurt." said Twilight.

"I'm not a little kid." huffed Spike.

"No, but you mean a lot to me and I don't want to lose you." said Twilight.

Spike sighed and hugged Twilight.

"Just be safe." requested Spike worried.

"We will be." said Twilight.

Suddenly, a trio of pegasi arrived.

"Twilight, we want to help you." said Derpy.

"Equestria is our home and we want to defend it to." said Thunderlane.

"Yeah!" declared Bulk Biceps.

"Thank you, but you have loved ones to protect." noted Twilight.

"Dinky is with Amethyst Star, the Doctor and Carrot Top. I know she's safe." said Derpy.

"My parents are watching Rumble." revealed Thunderlane.

"And my family lives in Cloudsdale!" exclaimed Bulk.

"If you try and face down Starlight then you'll be enslaved or worse." said Twilight.

Sunset Shimmer rubbed her chin with her foreleg.

"But, there is something you can help us with." said Sunset.

The pegasi where excited.

"Thunderlane, can you fly north to the Crystal Empire?" asked Sunset.

"Yes ma'am." answered Thunderlane, saluting with his win.

"Please go there and tell Shinning Armor and Cadence what's happening. Then go to Yakyakistan and tell Prince Rutherford so the yaks can aid us." said Sunset.

"After they tried to kill him, I'm sure he'll be happy to fight." said Twilight.

"Derpy, go to Griffonstone and trying to get help. Any griffons you can. We need help." said Sunset.

"Can do!" declared Derpy.

"Bulk, head to the Dragon lands and seek help from Dragon Lord Torch.' said Sunset.

"I'm on it!" declared Bulk.

The three pegasi took off. Derpy started heading west until Bulk quickly got her on the right path. Once every pony from Ponyville left, the Mane 7 gathered in the ghost town. They couldn't help but get an eerie feeling. They headed back toward the castle and stopped at the Tree of Harmony. They goth the Elements of Harmony and set off on their mission. They reached Canterlot which now resembled a prison. Makeshift fences where thrown up and guards walked the perimeter.

"I've never seen Canterlot like this." noted Fluttershy scared.

"It's okay baby. We'll kick their asses and free Canterlot in a heartbeat." said Rainbow.

"I wonder if my parents are in there." thought Pinkie worried.

"They though of going in there is quiet the frightful one." confessed Rarity nervous.

"Don't worry sugar cube, we're here." replied Applejack.

"Not even Sombra captured Canterlot." whispered Twilight ominous.

"Are you okay?" asked Sunset concerned.

Twilight took a moment.

"Yes. I'm fine." answered Twilight.

Twilight turned to the others.

"is every pony ready?" asked Twilight.

The others answered they where.

"Then...let's go." said Twilight.

Author's Note

A/N: That's where we'll end things for now. So, Canterlot has fallen and Ponyville has been evacuated. Honestly, the seen with the girls saying goodbye to their loved ones went on a little longer than I planned, but it's not a big deal. Also, the call for reinforcements has gone out in the form of a trio of pegasi. Next time, the battle to liberate Canterlot. Please review.