Bliss Sanctuary was an amazing place that Twilight had only envisioned in her wildest dreams after she had met Spike. The village was small with no more than a hundred creatures but it made up for that with the creatures that were there. Ponies and Dragons lived in harmony with each other with the occasional Griffon and Yak here and there.

“Incredible isn’t it? What you see is my legacy, my small bit of paradise on earth.” Twilight turned to see a cloaked figure in a black mask that had covered any features except for their light blue glowing eyes. The mask seemed to be made of some kind of black rock.

“You’re the Mistress… how did you manage to get all these creatures together? We’ve been trying to get Griffons and Yaks to fully join us on the front lines for generations but they refused since it wasn’t their grudge and the war wasn’t their problem.”

“People are more inclined to accept peace than war Miss Sparkle.”

“That’s not true if it was then this village would be Equestria now… fighting is far simpler than ever having to admit you were wrong. Wait how did you know my name?”

“I know much and studied up on you, a general and personal pupil of Celestia herself, five major victories on your name, dozens of dead dragons to show for, but my knowledge only goes as far to a few weeks ago when the attack on Canterlot happened and now I find you alone with a dragon. Much different place than where I would expect you of all ponies to be, so General, did your leader send you here?”

“That’s a lot you got on me but I never heard of this place or of you. What even are you under that mask?” Twilight tried to use her magic on the mask but found that her magic didn’t work or rather it was nullified. “W-what?”

“I see that you tried to use your magic, yes this mask is made from a very special material that you should recognize or rather your precious princess would.”

“I don’t know what that is but why would the princess?”

“You were nothing but a tool to her Twilight Sparkle, she has lived for generations you don’t think she has secrets hidden even from those closest to her, those like you.”

“The princess always told us what we needed to know!”

“I’m sure she did… back to the matter at hoof, the material of this mask disrupts the magic that comes from the planet itself and sucks it dry, basically making you completely powerless as long as the mask is intact.”

“A material that sucks magic… that is very dangerous if the dragons got a hold of something like that-”

“Such as the dragon you had with you? I wonder why was Celestia’s most faithful general with a dragon?” The mistress began to walk around Twilight. “A betrayal? Maybe the dragon is an ally of yours? A forbidden lover? Why did your wounds parallel his, as if something deeper connected you two?” The mistress stopped as Twilight glared back with no answers but then a claw grabbed the top of the mistress’s head.

“We’re traveling partners, friends I think you would call. Speaking of which, I think I need to talk to her in private miss or mister… mask?” The mistress stared at Spike and forced herself out of his hold before looking at the two and then walking away.

“You two are not to leave yet or you would surely die due to the wounds not being fully healed. I don’t trust you two but maybe we can prove to be useful to each other, after all, you two now owe me a favor and I intend to collect. Oh, and one more thing, if you do not wish to die a painful death then I recommend you follow the town curfew.” She walked away, leaving Spike and Twilight to stare after her with a grimace before turning to each other.

“Heh, Twilight you look like shit.” The unicorn smiled a bit and looked the dragon up and down, the bandages were red in patches and he seemed to be missing scales in places.

“You’re one to talk, you look like you were thrown into a woodchipper.” The two shared a small laugh, honestly glad to see the other was safe but then they looked around at the village. “Never thought that peace like this would honestly happen but seeing it here… I feel strange.”

“I know what you mean, something about this place is off… you’ve been awake longer than me have you noticed anything?” Twilight told of what she had done since she woke and about the fear that the nurse showed when this Mistress was brought up and how she seemed to have studied up on her. “So a freak in a mask is after you, I’m sure I heard about this story in one of your pony opera things.”

“I never had much time for entertainment growing up and she is after you too, she seemed to want to know about us and why we were together.”

“You would think we wouldn’t be so strange to somepony that managed to make a place like this.” Spike said as he crossed his arms in confusion.

“Exactly… I feel that we should stay, something is wrong here.”

“Whoa whoa look I want to help just as much as the next dragon but this isn’t really our problem and this Ponyville can’t be too far. Let’s go and let the town deal with this besides this place is making my scales crawl.”

“By the time we reach town, even if we were able to in the state we’re in, this place could be gone by that time. I wouldn’t doubt that the mistress is ready to just abandon everything and rebuild in a place we’ll never find them. If we are gonna do anything we’ll have to do it now.” Spike groaned and rubbed his face,

“Of all the greedy and evil ponies in the world I could have gotten bonded to I ended up with a self-righteous and noble one… just my luck.” He groaned to himself as Twilight gave him a proud smile. “Fine, so what’s the plan?”

. . .

“Next time we follow my plan, yours suck!” Spike fiddled with the camera around his neck as it was made for ponies and he tried to learn how to use it.

“Oh shut up, I happened to be one of the best plan makers in Equestria so this will work. All we need is some undeniable proof that the Mistress is being something to these people and either send the proof to the princess or deal with it ourselves. I’ll be here waiting for you to get back, I’d go but I’m feeling strange after the treatment and me getting caught would put both our lives in danger.”

“You know if we do things like this every time we come across creatures in trouble we are gonna die much sooner than later.” Twilight waved the dragon off as she had ignored that last part and Spike walked out of the hospital seeing that he would be smaller and if something did go wrong his scales would still protect him. He wandered out into the night and found that he enjoyed the village way more during the day than night as the buildings took on an abandoned feel despite the creatures that lived there. “It’s like all the life has been sucked out of this place… something is wrong here.” He shivered and managed to take a step before he screeched, running and hiding inside the town well, as the loud vibrations from the town’s bell echoed. Spike chuckled to himself to ease his nerves and looked at the camera that was still shooting. “Umm… can we just forget that part?”

A slam caught his attention and soon several more began and Spike felt his fear and nervousness return full force. He slowly glanced over the well and found a dragon no more than two feet away. He hid and then glanced again finding all the town’s creatures were coming from their homes and had a glazed over look in their eyes. Staring but not seeing is how he would describe it and he fearfully pulled the camera out and taped the creatures in this state. He slowly shook a hand in front of their faces and found none were reacting so he climbed out of the well and found the whole village was out and just standing. All were facing the clock tower and staring up at the bell. Spike poked one of the ponies and then looked up at the bell and found glowing blue eyes glaring back down at him and fear froze the dragon in place as he took a step back and could only stare.

“Foolish to believe I wouldn’t be here waiting for you, but I was hoping for her to be the one to come but no matter.” The mistress spoke to herself before pointing at Spike and his eyes widened. “Bring me the dragon, alive!” All the villagers’ heads turned as one to face him and that finally pushed him out of his stupor and he ran, dodging those that gave chase and jumped at him. He rolled under the legs of a dragon and smashed through the doors of the clock tower, slamming the door shut and burning the lock, melting it shut as the villagers began to beat on the door and shattering the windows. Hands and hooves reached into the building for him as the villagers all began to moan or roar at him. He heard something above him and knew that the Mistress was coming and he ran to the other side of the strange spiral staircase that led up and down and rushed down. The stairs narrowed to a single door and he heard the door above being broken through as he tried to open the door and found it locked.

“No, NO! Come on!!” Spike threw his body against the door over and over until he busted through and fell to the ground. He coughed and looked up, his eyes widening at the sight before him. “W-what is… this…” Spike felt something tie around his throat and began to constrict as he was lifted into the air and choked. He pulled and tore at the item before his sight went black and the camera fell from his neck.

. . .

Twilight woke feeling weak and groggy but then remembered that she was supposed to have been there for Spike. “Ugh, I’m gonna hear about this from him all morning.” She climbed out of her bed and walked to Spike’s room to get his report on what he saw but in his room was nothing, there was not a single sign that he or anypony had ever stayed in that room. Twilight felt a shiver go up her spine as she ran to the nurse nearby, the same one that met her when she first woke up. “Nurse! Do you know where my dragon is? Spike?” The nurse looked up from her papers and tilted her head at Twilight in a confused state but her eyes are what scared Twilight, they were glazed over and seemed to not recognize her.

“Miss umm… Sparkle, You were the only one found after the Hydra attack a few days ago. There was no dragon with you.”

“Why are you acting like you don’t remember me!? Spike was here last night, I saw him! What do you mean there was no dragon?!”

“Miss Sparkle, I have never met you before. You have been asleep since the attack and-” Twilight glared at the nurse as her horn glowed.

“Liar! You all did something to him and I’m not leaving until you tell me where he is!” Her glow vanished as she turned and found the Mistress was standing nearby. “You!”

“Miss Sparkle, I would rather you not threaten my villagers. It is impressive you are up and about so quick after a fight with a Hydra.”

“We already met, where is Spike?”

“I don’t know who you are talking about.”

“He found out something didn’t he? I asked him to go out last night and try to find out who you are, something went wrong and you took him from me!” The Mistress’s eyes glowed light as she took a step towards Twilight.

“As I said before, this is the first time we’ve met and I believe it’s time you leave the village. The princess may try to find you and I rather not keep you from your home.” She turned and began to walk away before stopping and turning her head back to look at her. “This dragon you imagined… trust me if he existed and tried to go after me then he’s gone either way. You have until sundown to leave or we force you to.” Twilight glared as the Mistress walked to the clock tower and knew that Spike was somewhere close, waiting for her to save him.

She walked around town and hoped that at least one villager would slip up but all seemed to be meeting her for the first time and had never heard of Spike. She slowly realized that all the villagers seemed tired and had the same glazed over look in their eyes. She tested one to see if they were under a hypnosis spell but that was dropped because it would be impossible for a unicorn to hold a spell this strong over ponies, dragons, and other creatures all day and night. She examined the clocktower and found some parts of the door seemed to be a different color than the rest and the windows weren’t smudged at all. She breathed deeply and concentrated on her memories of Spike and the moment that they had made their bond, she opened her eyes to see the chain around her hoof was dim and weak but it led into the clocktower.

“I knew it! I’ll get you back Spike if it’s that last thing I do.”

. . .

Sunset came faster than Twilight thought but she knew she had a tendency to get lost in her plans. She walked to the edge of town and turned to see the villagers all watching her go with soulless eyes and high above everyone was the Mistress on her tower. Twilight glared at her before leaving with her pack on her back. She had fully designed a plan this time seeing that her last one was poorly thought out and had gotten Spike captured. She knew her magic wouldn’t help her once she got close to the tower but she wouldn’t need to get close for all the creatures would be going after something else. She dug into her pack and found an old raggedy doll and hugged it close.

“Sorry for this Smarty Pants but we need to save Spike so prepare yourself for love!” She powered a spell and cast it on the doll. “The want it need it spell, I hate to do this to them but I don’t have much choice, it should overpower their senses to follow the mistress. I hope no pony gets hurt…” She waited till midnight before climbing back to the village where she could see that the villagers were preparing to leave. She didn’t see the mistress in town or on the tower so she must be inside somewhere. Twilight used her magic and waved the doll in front of several villagers’ faces and watched them fight for the doll and others running over to try and stop them only to get sucked into the spell also.

“Sorry…” She snuck around the fighting frenzy and followed their chain into the tower and downstairs. She had no magic showing the Mistress was nearby, silently she pulled a pin from her pack and thanked Celestia that her brother was so overprotective that he showed her how to pick a lock even if this was much harder with no magic. She finally heard a click as the lock gave and the door opened. Walking in, her breath was taken away as she looked upon an enormous wall that had dozens of glowing squares and scrolls in every square. “What is this?” She walked forward and looked at one of the scrolls, touching it and gasped as her mind was assaulted with images of another’s life and feelings. She shook the images out of her mind and wanted to study whatever kind of magic was at play but she focused on why she was here and followed her chain to another room.

“Why you are an interesting subject dragon boy.” Twilight looked into the room to see Spike was tied to a table. He should have been able to break out easily but his head was down and black patches were over his body as if someone had burned his scales. His scales had lost a bit of their luster and took on a dimmer color. “Aww, what’s wrong little one? Not up for talking?” The Mistress asked as she was holding a strange staff under his chin and made him look up. Twilight covered her mouth as she saw the dead and tired expression on his face and the eyes that had been drained of life. “I never got the chance to push any creature this far, you dragons are resilient to magic but none of the others were able to resist this much. I would say that you should give in, this much pushing might leave you brain dead if you don’t, but after studying your defense it seems to be magical in nature and is so ingrained to your very soul that my mask can’t break it.”

Spike’s eyes slowly moved from the mistress to Twilight, staring at her and then back down. “T-Twi… light…” The Mistress laughed moving the staff and letting his head fall.

“Oh please, Sparkle is nothing more than a puppet for that murderer of a princess. This magical bond must come from the princess herself… maybe if I kill you then she’d know… maybe it would make her hurt a tiny fraction of the pain she caused me. No, as much as I want her dead we need somepony who controls the sun and killing you might bring her right to me. No, if I can’t take your memories or destroy them, I'll just lock them away. I can make all that pain nothing but a bad dream...” Twilight galloped and bucked the Mistress in the face as she turned to the sound. “Ugh! Who dares?!” The Mistress roared as parts of her mask was chipped off and broken.

“You’re a monster! Stealing the memories of those who trust and believe in you! You made them into puppets for your own wants and needs!”

“I GAVE THEM PEACE! They all arrived here in pain and sadness caused by your princess’s war with the dragons! I took those memories of dead children and loved ones away and gave them a home where they would never need to fight again. I didn’t force this on them, unlike Celestia!”

“You took what made them them! There was no choice in what you did!”

“Choice? Where was Sunburst’s choice when she took him from me? Where was yours when your parents were killed? You couldn’t just be expected to live a normal life after that, you think you had a choice? No, you were more of a puppet than they ever were and the best part? Celestia never needed any magic for her spell.” Twilight growled and attacked the Mistress while dodging the staff she was using as a weapon. She bucked and attempted punching her but she would move and stab at her with the staff. It struck her in the side and she screamed as her memories were attacked but she was able to push the Mistress out. “What?! Impossible, you have the same defense as… the dragon… that’s why he was out of reach! You are the one that defends his memories and he defends yours! How did you two do it?” Twilight didn’t answer and only ran at her, closing her eyes as she slammed her head right into the Mistress’s face.

The rest of the mask fell revealing a unicorn with a messy mane and her eyes showed shock before turning to rage and she wiped the blood that was coming from her nose. “Okay then Sparkle, you want a fight? Then let’s see what that princess of yours taught you.” She blasted a beam of magic at Twilight which she blocked with a bubble shield. Twilight powered up her horn and summoned a long whip of magic from the tip and pushed back Starlight only for her to duplicate herself and send her clones after Twilight. She destroyed one after another as they rushed her, jumped at her, tried to throw things, blast her with magic, and slowly began to overwhelm her. Twilight powered up her whip and spun at sonic speeds, destroying all the clones and sending magic sparks everywhere. Starlight gritted her teeth seeing that Twilight was still standing and charged her horn before flames burst out of it and into the form of an enormous snake. Twilight stared at the fire snake as it snarled at her and attacked while she put up a shield but its fangs drilled and burst the shield and sent her back. She huffed and looked up to see it attacking again, closing her eyes she prepared for pain but felt nothing. She opened her eyes to find Spike holding the snake’s fangs and he gave her a small weak smile.

“Told you your plan sucked… but thanks for coming back for me…”

“Idiot… we’re stuck together so didn’t have much of a choice.”

“Enough of this! Burst and crush!” Starlight shouted as the snake exploded back into fire that attacked them but Spike blew fire all around them and sent it up, his flames taking Starlight’s with them as they destroyed the ceiling above. Starlight coughed through the smoke and glared with hate as the smoke faded and bits of fire in the air reflected like starlight at night. Twilight was holding Spike as he was knocked unconscious and softly set him down before standing to face the other unicorn. “No… you’ve taken everything from me…”

“We’re giving back all the lives you stole.” Starlight chuckled and held her chest.

“Look around Sparkle… our fight destroyed the memories. You took the last bits of their lives from them…” Twilight looked around to see that the scroll room had been destroyed and all were burned and unusable.

“Why did you keep those memories? The ones of pain if you were supposedly protecting them? Why did you keep your memories?”

“I didn’t want to forget my hate… my pain… it is what drives me… to make the princess pay… Sunburst…”

“You took their memories of happiness and love and used them so you could feel that again. Time and time again you would live through another’s life just to feel something other than hate… you have my pity.” Starlight powered up her horn as Twilight did, preparing for a counterattack.

“I don’t want your pity Sparkle and I’ll get you for this. She took somepony I loved once so I’ll take you from her… if it’s the last thing I do.”

“Wait what?” She vanished, teleported away and Twilight sighed letting her horn’s light die down before she levitated Spike onto her back and they left the clocktower as it rung it’s bell.

. . .

“Are you sure about this?” Twilight asked a bit afraid for her new friends, She and Spike had spent the last two days explaining and helping the villagers get their minds back to a working state but with no memories or past all they had were to try and build their lives from the beginning. The day had come where they would have to leave the village that had become all they knew. Twilight had convinced a few ponies to go to Canterlot and Spike told the Dragons of the Dragon Lands, but while few decided to rebuild there, others wanted to stay together. “The world is different than the village, not every pony will accept you all traveling together. It will be hard…”

“Thank you Twilight and you too Spike for all you two have done for us but all we remember is each other and helping each other become better, We may not be who we once were and the Mistress told us many lies but we don’t want to go back to war… We’ll build a small safe haven for those creatures like us that want to just live in peace.” The pony hugged her and gave her a reassuring smile.

“But…” Twilight turned as Spike got on her back and smiled at her, softly rubbing her neck to relax her.

“Come on Twilight, we have to trust they can do this and maybe we’ll see this haven of theirs someday. This peace that they want will be their choice this time, we can’t take it from them.” Twilight smiled and nuzzled Spike before looking at the small group of dragons, ponies, griffons, and yaks and pulling out Smarty Pants from her bag. The adults all cringed at the sight of the doll but Twilight walked to one of the children and they tilted their head at the doll curious.

“Here, a small start on all the things you can show us when we meet again.” The child smiled and took the doll before the group all said their final goodbyes and left into the unknown. Spike and Twilight looked back at the abandoned village and shared a small sad smile. “Spike… do you think that they’ll find that haven they want?”

“No, but I believe that they can make it. Just like I believe that we’ll be able to end this and make Equestria a haven where they could live normally. No lies, no memory magic, just freedom, and peace. So what happened to the memory staff that the Mistress had?”

“I sent it to the princess so she could try and identify that pony. I have a feeling we haven’t seen the last of her. Come on, we still have a way to go before we reach our destination.”

“Next stop: Ponyville.”

. . .

Deep in Canterlot Castle, Celestia studied the memory staff and broken mask that Twilight had sent her. If what she had reported was true then this staff could hold untold power over any creature and under her control, it could be perfected. As for the mask, only three places on the planet held that material and two were under her protection, somewhere an enemy held a very dangerous item that she intended to destroy.

Author's Note

Damn this took way longer than I expected so I'm sorry, work has been taking up a lot of my time but enough about me! Thanks for all of you for reading and either liking or disliking. I've been actually really lucky when it comes to that. Barely any have disliked my stories and I'm glad that my work is good enough for so many. Thanks again and I'll get to working on my other stories real quick! I wonder what you all thought about my Starlight Glimmer. She is a lot like when we first saw her in the show but a bit more broken and less completely crazy.