Paper Spike and the Thousand Year Door

by Sakunyan

Rating: everyone
Tags: Spike, Scootaloo, Adventure, Diamond Tiara, Crossover, Sweetie Belle, Main 6, My Little Pony: Friendship is Magic
Length: 50216

Crossover between Paper Mario and My Little Pony

This story is a crossover of the Mario and MLP universes. The storyline of Paper Mario and the Thousand Year Door is used, its characters replaced with that of My Little Pony.

In this story, Spike goes on his quest along with Sweetie Belle and many others to gather the Elements of Harmony and open the Thousand Year Door, all in effort to free Rarity from the clutches of Filthy Rich and Diamond Tiara!

(This is my submission for National Pony Writing Month. It is my first completed fanfiction, so think of it what you will. The quality may have been improved if I had spent more time with it, but oh well!)

Published 2012-08-31 20:34:02 UTC
Last updated 2012-08-31 20:34:02 UTC

Chapter One: Heading to Rogueport

Chapter One: Heading to Rogueport

"So, Twilight, does the letter say anything else?" The unicorn shook her head as she folded up the letter and put it back into her side-saddle.

"No.... that's all it says. She didn't mention where to meet her when we got here. I was hoping she would just be at the docks...." Twilight Sparkle and Spike had just reached Rogueport, a foreign city, and were scouting for their friend. Rarity had sent the two a request to meet them in this town and after a long journey on a rather unpleasant boat, they couldn't seem to spot out their companion.

"Maybe there's a city center we could go to... or an inn! She's probably at some kind of inn!" Spike laughed, thinking of the unicorn fondly. "Of course she would be inside somewhere. She wouldn't want to get her hooves dirty waiting outside...." This wouldn't normally be a problem except for the fact that Rogueport didn't appear to be the cleanest of cities. Many of the pony-folk walking around appeared dirty and rough. Twilight assumed this was because they were working in the docks and figured it would be best if they passed through into the central area of town.

"We should probably just keep walking and hopefully we'll find her along the way. I'm sure we'll find her eventually." A stallion in a musty smelling cloak brushed by her. As she looked back at him, she noticed he wore a shady grin. She immediately checked her bag for any missing possessions. "Spike, I don't like this town.... Why would Rarity want to meet us here? It's so unlike her!"

"Oh, calm down, Twilight. I'm sure there's a perfectly good reason for her wanting to meet us here. She'll probably explain it when we find her!" Twilight nodded her head, still worried.

"Well, at least for the time being, it would probably be best if you-"

A frenzy of footsteps and yelling interrupted Twilight as a hoard of ponies suddenly appeared in front of the two. Many of the bystanders moved to the side, watching the crowd with curiosity.

"Give it up, blank-flank, you have no idea what you're getting yourself into! It will be easier for everypony if you just hand it over now!"

"I'll never give it to you! It's my sister's and you can't have it!"

Twilight and Spike were shocked to find in front of them a few familiar faces. First of all, closest to them, they noticed Sweetie Belle, the sister of Rarity. In front, though, was a stranger sight. The two recognized them as Diamond Tiara and Silver Spoon, two of Sweetie Belle's classmates as well as Cheerilee's students, surrounded by many fierce looking stallions who appeared to all be in uniform.

"Come on, Sweetie Belle, I'll give you one more chance. I'm sure you don't even have a use for such an item as that! Besides that; didn't we already explain how this little trade is going to work?" Diamond Tiara glared, her underling by her side smirking evilly. Sweetie Belle glared back angrily.

"I already told you; you can't have it! Rarity said to never give it away if her life depended on it! Out of all the ponies especially, I would never give it to you!" Sweetie Belle internally wished her friends were with her. Scootaloo was a lot tougher than her when it came to these situations and Apple Bloom seemed to have better comebacks. She was worried that she couldn't think her way out of the situation. That's when she noticed behind her two faces she recognized. "Twilight! Spike!" In a rush, she galloped over to them and hid behind Twilight's legs. "Now just try to get it, Tiara!" The young filly stuck her tongue out at her nemesis as Twilight looked down in confusion.

"Sweetie Belle? What are you doing here? What's going on?"

"I'll tell you what's going on! Sweetie Belle has something that I want and if she just gave it to me like I told her to, everything would go a lot easier for her! And besides that, I have something she wants in return." Diamond Tiara grinned menacingly at the filly as she took a step forward, her action copied by the ponies surrounding her. Sweetie Belle shifted on her hooves uncomfortably.

"Twilight, Spike, you have to help me! Do something!" Twilight looked at the crowd of tough looking ponies. Spike gulped, worried.

"Uhh, Twilight, have any ideas?" Spike inched closer to Twilight's side as the group proceeded forward towards the three. Twilight looked around nervously.

"I... uhh..."

"Minions, charge them! Don't let that filly get away!" Within an instant, the group of stallions charged the group and tackled them to the ground. The three struggled underneath the weight to get away, but they were strong. Spike managed to get a hold of one of Twilight's hooves. Suddenly hit with an idea, Twilight scrambled to find Sweetie Belle as well, linking one arm to hers when she did.

"Hold on, you two, brace yourselves!" After a second and a bright flash, the three were teleported to the base of some stairs, landing in a heap away from the riot. Twilight quickly stood up and ushered them on. "Hurry, let's go before they noticed we've escaped!"

Diamond Tiara scanned the commotion as she stood beside Silver Spoon. After a minute of the continuous riot, her brow creased into a glare.

"Stop, you idiots!" The stallions stood up, bruised due to the previous events, and looked around in a daze. Diamond Tiara glared and ground her teeth together. "I can't believe it! They got away!" She looked to the top of the stairs to see if they were still there. After finding nothing, she stomped a hoof childishly and turned to the crowd, who was now at her attention. "We need to go after them and get that Element, you hear? If we don't, Daddy will be very angry with you all. Verrrry angry." The stallions gulped anxiously as they nodded to the young filly. "Now. Silver Spoon."

"Yes, ma'am, what do you require?"

"We need to report back to Daddy about this little mishap. I think I know of a place we could ambush them, easily. First, though, we need to make sure that they get there." Silver Spoon nodded to her friend as Diamond Tiara whispered the orders into her ear. "You got that, Silver?"

"Of course, Diamond!" She smiled at her friend as she giggled. Diamond Tiara nodded as she pointed Silver Spoon on her way.

"Good. That means I just have to deal with you idiots now, don't I?" The stallions shook with fear as they awaited the punishment as appointed by their boss. She smiled as she conjured the horrible punishment in her mind. "You all won't mess up on me after this...."

Twilight, Spike, and Sweetie Belle stood panting heavily after their long bit of running. They had reached the center of town by now which, to Twilight's dismay, was just as every bit disgusting as the docks were. She swore there seemed to be more criminal looking ponies here than the previous area. After noticing a noose hung in the center of town, she shuddered.

"Oh, Spike, I really don't like this place." She frowned as she turned back to the two, ushering them to a seemingly secluded area beside a wall. After they reached the wall, she turned to Sweetie Belle. "Alright Sweetie Belle, you have a lot of explaining to do. What's going on? What were those ponies after? Where is Rarity??"

Sweetie Belle sighed. There was a look of sorrow and fear in her eyes.

"Rarity is.... I.... she's......" Sweetie Belle shook her head, trying to gather her thoughts. "Rarity is being held hostage by Diamond Tiara and her father because they want her Element of Generosity!" Twilight was taken aback. She shook her head and scratched an ear.

"I'm sorry, what was that? I don't think I heard you right, dear." Sweetie Belle glared, beginning to yell in frustration.

"It's true! They want to gather the Elements of Harmony for some sort of plan that they have, I think they said a door? Anyways, they found Rarity while the two of us were visiting here for a project Rarity was working on and then they kidnapped her! I was holding onto the Element for her so they didn't get a hold of it, but they have her now and I don't know what to do! All I know is that she said to keep a hold of it and never let anyone keep it that would use it for something bad! I don't know what to do, Twilight!"

Sweetie Belle was looking quite desperate now. Twilight was still trying to comprehend the situation as she noticed a side bag on Sweetie Belle with a faint glimmer coming from the inside.

Spike, who stood beside the two, felt his heart drop to his stomach as he pictured his beloved Rarity trapped away somewhere, away from him, hoping for a savior. He would save her. He determined that as soon as he heard she was in trouble.

"Sweetie Belle... Don't worry, I'll make sure we get Rarity back. I don't know what's going on, but....." Twilight reached into her own side bag and pulled out the letter Rarity had sent them earlier. "Rarity sent me this about a week and a half ago. She wanted me to meet her here because of some 'legendary door' she had heard about. She requested that I bring my own Element, but I don't have it right now. Princess Celestia has been keeping a hold of it for me. I don't know if this has anything to do with why Filthy Rich wanted Rarity's Element, but it might be a start."

She scanned the letter for any clues, but nothing new seemed to pop up. Frustrated, she folded it back up and placed it back into its storage place. She sighed and stroked Sweetie Belle's mane with one hoof.

"I promise you, she'll be fine. For now, though, let's get off of the streets and find a safer place to stay. I don't trust the looks of this city." Sweetie Belle nodded in agreement and huddled closer to the unicorn.

"We can head to where we were staying earlier..... Rarity and I were staying with Cheerilee while we were in town. Cheerilee's here hosting some classes for the ponies of Rogueport and is staying in a room on the other side of town. Maybe she could help us with this, too." Sighing, tears began to well in Sweetie Belle's eyes. "I just want my sister back, Twilight."

Twilight frowned and continued to stroke the filly's mane.

"We will get her back. I promise you. I will personally make sure she is alright." Sweetie Belle looked up and Twilight smiled reassuringly, even if she was still confused as to why Filthy Rich had done what he did. He never seemed like a bad pony so it confused her as to why he would hold another pony for ransom. Getting the Elements involved only made it all more confusing. She wished that Celestia could be there to help her, but knew for the time being, she was on her own. Until, of course, she reached Cheerilee and sought out her advice.

"Alright Sweetie Belle.... lead the way, I'm not sure how to navigate through this town." Sweetie Belle nodded and the three headed through a scattered crowd of smelly, unsettling looking ponies. Twilight kept the two young ones close to her as the moved along the path. Her nerves spiked with worry as a shady looking stallion approached her.

"Hey, sweetheart... got anything good there?" A horrible stench wafted off of the pony, making him seem like he hadn't showered in weeks. By the looks of his mane, that was possible. Twilight pushed Sweetie Belle and Spike behind her.

"Uhh... no, nothing here. I'm just an ordinary mare passing by. No need to bother me for anything!" Twilight laughed nervously as she pushed the two along, trying to get them to quicken the pace. The stallion snickered.

"Nonsense... I see you've got plenty right here." With that, he smacked her flank harshly. In a blind rage, Twilight turned around and shot a magic beam at the ponies legs, causing him to stumble as he began to run away.

"You better not come back, you... you.... grrr!" Twilight spat furiously as the stallion ran away laughing. Spike rushed over to her side bag and began digging through it.

"Twilight, that pony stole half of your bits!" Twilight's mouth dropped open in astonishment. Her eye twitched as her face contorted into an expression of anger.

"Are you kidding me? Argh! I hate, hate, hate this town!" She stomped the ground as the anger built up inside of her. She shook her head to shake off her nerves until they could at least reach a safe area. "No, no, I have to keep on task. Let's keep moving until we reach Cheerilee's. Then, I at least know I'm not going to get mugged!" Twilight yelled the last part loudly back towards the direction the pony had fled. Still growling and muttering angrily to herself, Twilight ushered the group as they marched on. "Are we almost there, Sweetie Belle?" Sweetie Belle nodded and pointed out a door with a boarded up window on the building's wall. Although it looked dilapidated, she sighed in relief. "Oh, thank Celestia!"

Still huddled together, the three travelers approached the door a bit cautiously, as if uncertain that it was the right place. Lifting one hoof, Twilight Sparkle attempted to swallow her worries and knocked on the door loudly.

Chapter Two: Professor Cheerilee

Chapter Two: Professor Cheerilee

Twilight, Sweetie Belle, and Spike waited anxiously outside of the door. After a few silent moments, they could hear hoofsteps coming from inside. They seemed to stop once they reached the door.

"Who is it?" A cheerful sounding voice echoed from inside. As happy as it sounded, one could still sense that the resident inside was a bit nervous. Twilight couldn't blame her considering what had occurred in the town so far. Luckily, though, she felt much safer after being able to recognize her old friend's voice.

"Cheerilee, it's me! Twilight Sparkle!"

"I'm here too, Cheerilee!" Sweetie Belle chimed in. The door slowly opened as a pony's eye came into sight, double checking the sources of the voices. Her eye widened when their faces registered.

"Sweetie Belle, you're back! And you brought Twilight and Spike? Oh, my!" She undid a lock on the door and hurried the three inside, quickly shutting and locking the door behind them. "What are you two doing in Rogueport of all places?" Twilight cleared her throat.

"Spike and I came from Ponyville because we were sent a message from Rarity requesting us to come here. Sadly, though, it appears we came a bit too late as....." Twilight trailed off as Sweetie Belle cut her off with a hoof-motion, indicating Cheerilee didn't know of Rarity's whereabouts yet.

"What do you mean, 'too late'? Did she need you to bring something to her for her project?" Sweetie Belle stepped up this time.

"Cheerilee.... this morning when Rarity and I went out on our walk..... we were ambushed. Rarity is being held hostage by Filthy Rich and Diamond Tiara's family. They're after the Elements of Harmony." Shock filled Cheerilee's face.

"Diamond.... Tiara? As in my former student? What... why would they do that? What in Equestria is going on?" Twilight frowned and handed her the letter Rarity had written requesting her own Element of Harmony. Cheerilee's brow furrowed as the story was being confirmed. "But that doesn't make any sense! Diamond Tiara isn't- wasn't- evil, she was just a bit... ehh... spoiled!" Sweetie Belle sighed in frustration.

"Well, she is evil! They kidnapped my sister! We have to get her back!!" Cheerilee frowned.

"I know we do, and I'm sure as soon as we find Princess Celestia she can help us sort all of this out in Canterlot."

"Princess Celestia's doing business with Luna and Cadance in Twilight Town right now. I'm not sure how to get there at the moment, or how long she'll be staying there. Maybe in a few days and some research, we could go out and-"

"A few days? We need to go out there now!" Sweetie Belle's voice squeaked in her frustration. She appeared as though she were about to cry, looking rather helpless and afraid. Cheerilee unconsciously reached out a hoof to stroke her mane but was smacked away in rejection. "If we don't save Rarity soon, who knows what will happen?"

"But Sweetie Belle, it's too dangerous to go out and look for your sister just yet! We need to get help before we do anything like that! I told you, she'll be safe soon, we just need to prepare!" Sweetie Belle growled angrily at Twilight's plan, which seemed very unsatisfactory. She sat her flank down on the ground with a thud and crossed her front legs, resting her chin on her hooves.

"If we can't get Rarity back, I......" Sweetie Belle trailed off and buried her face further into her front legs. Twilight grimaced.

"Alright, Cheerilee, do you have a map of this area? I need to find the most direct route to Twilight Town. She said she was on important business so I don't want to rush her here," From this Sweetie Belle responded with an angry sigh. "but Spike, I need you to write a letter giving a brief explanation and tell her that we'll be on our way shortly. We'll also need to pack supplies, so maybe you could show me to the nearest shop, Cheerilee?" The mare nodded and began ruffling through papers on a desk, searching for a map. "Spike, you ready to take a letter?" After a response of silence, Twilight turned to the baby dragon. "Spike?"

"I'll go and save Rarity myself." Twilight frowned, then laughed and patted the little dragon on the head.

"Oh, Spike, I know you like Rarity but she'll be just fine. I don't want you risking your life out there looking for her and I'm sure she would want the same!"

"No! I'm going out to look for her! There's no time to waste waiting here for her return!"

"Getting Celestia's help wouldn't solve anything anyways...." The three others turned to Sweetie Belle, who still had her head buried. She lifted it up. "I threatened Diamond Tiara with that already, getting Celestia's aid. She said it wouldn't work. She didn't tell me why, but she wasn't hesitant about it, like she was speaking the truth..... She told me the only way to get her back was to hand over the Element. That or just finding her myself and releasing her from them..." Twilight shook her head.

"No, no, I'm sure she was only trying to scare you with that. There's no way her and Filthy Rich could keep off Princess Celestia and Luna, that would be impossible for two Earth ponies! In these situations, the bad guys make those kinds of things up all the time. You can't just believe them; trust me!"

"But I do believe her! I don't think she was lying!" Tears of frustration began running down Sweetie Belle's face. "And even if you think she's lying, what if we take the risk and she's not? What if we try to get Celestia's help and it ends up making things worse? Think of what they could do to Rarity!" After managing this sentence, Sweetie Belle began full-on sobbing, collapsing to the ground.

"Sweetie Belle, I promise that-"

"Enough, Twilight! Celestia won't be able to help us!"

"Don't you think you're being a bit irrational, Spike?" Twilight snapped in annoyance. Afterwards, she turned around and grabbed some spare paper and a pen from Cheerilee's cluttered desk. "Here; if you don't believe me then send her a letter right now. We can see what she says about the situation and ultimately prove you two wrong!" Glaring, Spike yanked the objects out of Twilight's magic field.

"Fine, we will!" Muttering to himself, Spike began penning down a request to Celestia for help, explaining the situation and how the villains were wanting the Elements of Harmony. After he had finished, he blew his magic fire on the letter, sending it away. "There, letter sent. Now let's see what the Princess sends back to us!"

The group waited for a little bit. Twilight knew the Princess usually would respond with a letter about five minutes after receiving one. Of course, sometimes it was a bit longer. As time went on, she began chewing on her lip in anticipation. Eventually, twenty minutes had passed and still they hadn't received a letter back from the Princess.

"Well, maybe the Princess is just-"

"The Princess can't help us! Apparently things are even worse off than we thought if she can't even send a letter back!" Spike stepped in front of Twilight and grabbed her neck, pulling her face closer to his. "Twilight, something is wrong! Rarity is missing, so is the Princess, apparently, and some seemingly normal ponies from Ponyville have gone crazy evil! Something has to be done!" He let her go. "And I'm going to be the one to do something about it...."

"Spike, even if there is trouble, what could you possibly do to save Rarity from Filthy Rich? You saw those pony guards back there! There's no way you could take them all down!" Spike clenched a small fist and turned away.

"There's nothing that will keep me away from Rarity. You can't stop me from going after her." Twilight frowned, shaking her head more.

"Spike, it's impossible, listen to me-"

"No, you listen to me! I'm going to find Rarity and that's final! Do you understand?" Spike's tone had taken a drastic turn, one Twilight wasn't used to. Her baby dragon had taken on a persona of his own by now and wasn't going to do as she told. She sighed, knowing how risky this was.

"Alright, Spike, we'll go out and search for Rarity tomorrow." Spike shook his head.

"Two problems with your sentence, Twilight. One is that we're going out to search today, not tomorrow, not two days from now, today! Second, you're not coming with me." Twilight's eyes widened with shock.

"Spike, you can't stop me from-" Spike held a hand to her mouth to prevent her from speaking.

"Twilight, you're staying here and guarding the Elements with Cheerilee! You're also going to be trying to get in touch with the Princess, as well as mapping out where we need to go to get the other Elements, you got that?" Before Twilight could begin protesting again, Spike held up a finger and glared menacingly. Twilight sighed. She knew he wouldn't be able to survive without her help. Yet, he was able to manage himself when he followed the Great Dragon Migration. How much more dangerous could this possibly be? She didn't want to know.

"...Alright. You can go look for Rarity." Twilight felt as though she was making the biggest mistake of her life, but desperately wanted to trust his plan. "But what do you mean I'll be keeping a hold of the Elements?" Spike reached into Sweetie Belle's side bag and pulled out Rarity's Element of Generosity, handing it over to Twilight.

"I'm going to go out and find the other Elements. When we get all six we can lure out Diamond Tiara and Filthy Rich so we can trick them into giving back Rarity. That's one of the reasons I need to you try to get a hold of Princess Celestia, ok?" Twilight nodded, trying to think the plan through. Cheerilee stepped in.

"Pinkie Pie's in Rogueport right now, as well as Applejack. I know that much for sure. I'd say start by talking to Pinkie Pie. She's currently in the town's bakery. Sweetie Belle, you know where that is." The filly nodded, standing up and trying to gain composure.

"I'm... I'm coming too, Spike." Cheerilee shook her head.

"Sweetie Belle, I'm definitely not letting you leave the confinements of Rogueport, do you understand? That would be dangerous beyond words! Imagine what your sister would think!"

"My sister would be grateful if she knew I was doing it to save her! I'm going out and that's final!" Sweetie Belle protested loudly, glaring straight into the eyes of her mentor.

"Sweetie Belle, you're not going and that's final!"

"Yes, I am going! You can't stop me!"

"Sweetie Belle, listen to me right now!"

"You're not my teacher right now so I don't have to listen to you!" With these words she began stomping towards the door, pushing against Spike along the way to get him to follow.

"Sweetie Belle, get back here this instant!" Leering back at Cheerilee, Sweetie Belle undid the lock on the door and opened it, allowing Spike and herself to leave.

"I'm going to go save Rarity and you can't stop me!" With that, she slammed the door on Cheerilee's face and began storming in the direction of the bakery. Inside, Twilight Sparkle began consoling Cheerilee, personally believing the young filly would be ok, although filled with a pit of worry at the thought of the two of them out on their own.

"So where is the bakery exactly? Are we lost? You're... ok, right Sweetie Belle?" The young filly stopped in her tracks and turned back to Spike.

"Of course I know where we're going! I know where everything in this town is!" Spike recoiled at her angry words. Her eyes softened. "Sorry, I just... I just really want my sister back." Spike sighed, patting her shoulder.

"I want her back too, sis. Believe me." Attempting a smile, they went on until Sweetie Belle stopped in front of a building which appeared to be a bakery. She set one hoof onto the front step.

"Don't move a single muscle, buster!" Sweetie Belle and Spike froze up as they looked to the source of the noise. Before them stood Pinkie Pie, looking frantic.

"Pinkie Pie? What are you-"

"No time for that, Spike!" Pinkie Pie began frantically searching on the ground, then her face suddenly lit up. "Spikey, what are you doing here?" She bounded over to him and hugged him tightly then gasped. "Oh no! I hope I didn't step on it!" She immediately checked her hooves, then sighed with relief. "Oh boy, that was close!"

"Pinkie Pie, what are you doing? We need your help!"

"You need my help? I'm pretty sure I need your help! I can't the special ingredient I dropped for my super special recipe!" Sweetie Belle and Spike exchanged confused glances.

"Why would a recipe ingredient be lost on the ground?" Pinkie Pie rolled her eyes.

"Because it's super tiny! Duh! It's a specially imported berry and if I lose it, you don't know how hard it will be to get a new one!" Spike and Sweetie Belle tried to ignore the fact that Pinkie Pie seemed to only have one of these berries and moved on.

"Well, I assure you, there's no way a slight movement is going to crush any-" Spike felt a sickening squish beneath his foot as he took another step towards the bakery. Pinkie gasped loudly. "Oops...."

"You squished it! You squished my berry! How could you!!" Pinkie Pie looked devastated to the point of tears.

"N-now, calm down! We can make it up to you! But first, you have to give us your-"

"You squished my berry! I'm not doing any favors for you until you do one for me, mister! Do you know how important that berry was??"

"Yes, but-"

"It was super-duper important!"

"I know, but-"

"Do you know how important that is? It's really super duper im-"

"I know, I know! Look, if we get you a new berry will you help us?!" Pinkie Pie froze. Her expression reverted to its happy state.

"Of course I will! Just come to me later and I can send you on your way to go looking for it, ok? First, though, I think you two need to head underground and take a looksie at the Thousand Year Door, hmmm?" Spike and Sweetie Belle were taken aback.

"What? But how did you know about the...." Pinkie Pie giggled and hopped up to the front door past Sweetie Belle.

"I'll talk to you later, ok guys?" With that she went inside the bakery. Sweetie Belle and Spike shared another confused glance as she closed the door.

"Do you know how to get underground?"

"Surprisingly, yes."

Chapter Three: The Thousand Year Door

Chapter Three: The Thousand Year Door

"Do we really have to go in there? It seems like it'll be a tight fit..."

"Well, it's the only way I've seen to get underground. At least the only one I've heard about. Lots of the town's residents talk about the strangest things...." Spike and Sweetie Belle stood in front of what appeared to be a thick green pipe sticking out of the ground. It had been surprisingly close to Cheerilee's laboratory, just past a nearly broken down fence which had been easy to bypass. Now all they had to do was muster the courage to venture down the pipe.

"So, uh, you want to go first?" Sweetie Belle laughed.

"You can't use that 'mares first' rule on me now! I believe you're supposed to be the epic hero here Romeo?" Spike blushed, looking down into the deep blackness of the pipe.

"I have no idea how long that thing goes. What if... what if they were all lying? What if this just closes off and we'll be stuck down there forever??" Sweetie Belle sighed.

"But then again, it could be the only way down there. You go first and if you can't get back up, I'll go get help, alright?" Spike nodded his head and gulped. He turned back to the pipe and looked down.

"Well, here goes nothing.... wish me luck." Sweetie Belle nodded her head. Spike took in a deep breath. "For Rarity!" With that, he pulled himself up onto the pipe's edge and jumped into it.

After a few minutes of getting the both of them down the pipe, Sweetie Belle and Spike were successfully in the underground area of Rogueport. It appeared to be very vast and dimly lit. Somehow, though, it was cleaner than its aboveground counterpart. Sweetie Belle kicked at a rock at the ground.

"I expected it to smell worse down here, but it's cleaner and quieter! We should stay down here instead!" Spike ignored her ramblings and looked around. It seemed there were two directions to go and he wasn't sure of which path to take.

"Where do you think we should go?" Sweetie Belle shrugged.

"I know a little bit about the underground, but that doesn't mean I know where this mysterious door is. Let's head down those stairs, I guess." Spike nodded and the two began walking down the stone staircase to their left. Not too long after they reached the bottom they heard voices from ahead.

"Hey there, sweetheart, what are you doing hanging around a pathetic baby dragon like that?"

"Yeah, why don't you come hang out with us for a while?" The two looked up to find in front of them three young scruffy looking colts, one Earth pony, one Pegasus, one Unicorn. Sweetie Belle glared at them.

"Oh, I'd looove to come hang out with you guys sometime! You know, when the three of you grow up and at least get your Cutie Marks! Not that I'd even hang out with a bunch of imbeciles like you then." The three of them exchanged glances.

"What did she call us?"

"I don't know!" Sweetie Belle put a hoof to her face.

"Come on, Spike, let's go." She continued walking but was stopped by the Earth pony in front.

"Hey now! I didn't say you could go! I'm pretty sure you insulted us and there ain't no way we'll let that get by us!" Sweetie Belle stepped back from the colt's dirty hoof.

"Fine. You want to get even? Let me give this to you for insulting me by thinking I'd want to hang out with an idiot like you!" Before the colt could retort, Sweetie Belle turned around and hind kicked him in the face, knocking him back into the Unicorn. The Pegasus took immediate action and swept down, knocking her over. Sweetie Belle looked up, trying to push him off. "Spike? Help me!"

The little dragon snapped back to reality and ran up to the Pegasus.

"Hey! Get off of her!" The Pegasus grinned and successfully pinned her down, beginning to reach down into her side bag.

"Let's see what you got in here, little filly!" As Sweetie Belle struggled, Spike decided to take action. He blew his green fire and scorched the bare flank of the Pegasus. The colt shrieked and jumped off of Sweetie Belle. He flew back to his accomplices, rubbing the singed fur on his rear.

"L-let's get out of here, guys! It's not worth it!" The other two quickly got to their feet and chased after the Pegasus, who headed the other direction frantically. Spike smiled triumphantly, but Sweetie Belle leered at him.

"What? I saved you, didn't I?"

"Just get to it quicker next time, ok?" Spike laughed nervously and followed her as she began to walk away on their determined path. They walked cautiously through the darkness of the underground. Sweetie Belle stuck close to Spike's side.

"Think we're getting closer?" Spike whispered, his voice still managing to echo in the expanse.

"I have no idea. It's possible, though." Spike's stomach began twisting in knots because of the uncertainty that lay ahead.

"Well, you think there are other ponies down here like those other ones? Ponies that will attack us and try to mug us?"

"Again, it's possible. But really, I feel like anything is possible down here. It has an almost mystical feeling to it. Then again, that could be a sign that we're close to the Door. It could be giving off some kind of magic that my horn is picking up." She tried to think of the positives as they maneuvered through some unstable looking rocks.

For a while longer, they continued walking in silence. Their surroundings weren't completely silent as Sweetie Belle swore she could sometimes here rocks shifting or loud noises from aboveground, but for the most part it was quiet. That was until they noticed something up ahead.

"Sweetie Belle, look!" Spike pointed at a small shape up ahead of them. With a closer glance, it appeared to be a small creature. Spike took a step towards it. "Hey little guy... what are you doing down here in a dangerous place like this?" Upon closer inspection Spike recognized it as baby Phoenix, which very much reminded him of his own pet Phoenix, Peewee, who was back at home. He walked closer to it, but the sound of a disturbed pebble sent the small bird scurrying into a hole in the side of the wall beside them. Spike sighed. "Aww, it was so cute! I hope the little guy will be ok."

"If a Phoenix is down here... well, I have no idea why that would be. Maybe there's something that way?" She pointed towards the blocked off entrance in the wall which seemed impossible to navigate at the time being. Spike shrugged.

"Aww, well, let's just continue on."

A few more flights of stairs up later and the two had reached an ominous looking entranceway which was a lot taller than the previous looking ones.

"Think this is....?" Spike didn't even have to finish his thought as Sweetie Belle nodded to him, confirming his suspicions. The two entered through the dark entrance to be greeted by a suddenly lit up room which seemed much too large to fit underneath an entire city. It seemed to be as big as the city itself. To their amazement, there was in face a very large door with strange patterns on it as well as a large round platform in the center of the room with grand designs on it.

"This is definitely the place." Sweetie Belle said, stating the obvious. The largeness of the place made them feel miniscule, causing them to walk slowly towards the center of the room. Still sticking close together, they made their way to the base of the platform. "You want to go first?" Spike frowned, fear tightening his chest. Shaking, he stepped onto the platform and to his surprise, nothing happened. After a moment, Sweetie Belle joined him and they looked around for a full scope of the room.

"Now what?"

"Maybe we should look over Rarity's letter again?" Spike nodded in agreement and pulled the letter from Sweetie Belle's saddlebag. To their amazement, the letter began to glow and lifted up into the air from Spike's hands.

"What? What's happening? What's going on?" Spike fell back, landing next to an awestruck Sweetie Belle. They watched the letter glimmer in the air, then were blinded by a sudden light that emitted from it. Sweetie Belle noticed the patterns on the platform glowing as well. After the light faded, the letter descended from the air and back into Spike's hands. He turned the letter over, which revealed to them a strange map. "What is this?" The two examined it, noticing that there appeared to be six different locations on the map. One of the locations was vividly colored and included a familiar emblem.

"That looks like Rarity's Element!" Sweetie Belle exclaimed. It was true, on the map there was, clearly marked, an icon resembling Rarity's Element of Generosity. Spike could tell by looking at the other five blank shadows that the other Elements were represented on the map as well. Behind each shadow he noticed what appeared to be a certain setting. He recognized Rarity's Element in front of what looked like Cheerilee's laboratory.

"I think this is a map of where the six Elements are!" Sweetie Belle rolled her eyes.

"Of course it is! And it's going to help us find Rarity, too!"

"I think it will also open this door. Just look at the designs on it! They looks just like the Elements of Harmony!" Sweetie Belle looked up, finding this to be true.

"Which Element should we go after first? Obviously, Pinkie's doesn't appear to be an option at the moment." Spike scratched the back of his head and looked back at the map.

"Uhh.... all these places look a bit... intimidating." He was looking at Twilight's Element, which appeared to be in a very dark, shadowy place. "Wait, how about Fluttershy's?" Spike pointed to the area on the map where Fluttershy's Element should be. Behind the shadow was an area which appeared to be very flowery and pleasant.

"That looks like Petalburg.... the entrance to it is actually underground. We could head there, I suppose." Spike nodded. Petalburg sounded like a safe, non-threatening area. If Fluttershy was residing there, what could possibly be wrong with it?

"Alright, then, ready to lead the way?" Spike folded the map and put it back in Sweetie Belle's saddlebag.

"Yeah... alright, let's go!"

After leading the way for a little bit, Sweetie Belle wasn't sure of where to go.

"I know that to get there you have to take a path through the underground waterways, so I'm assuming you have to go downwards, but...." She trailed off, not sure where to head next. They had managed to avoid a few underground denizens by sticking to the walls of the underground pathways, but it was still dangerous walking down here.

After their first battle, they realized they felt rather weak, despite winning. Sweetie Belle tried to convince Spike that they were tougher than they thought if they won two against three, but he was still nervous about running into other enemies. Especially now that they had the map.

"Maybe those pipes back there that I saw lead to a different area. I mean, that first pipe led us down here, they have to go somewhere else!" Sweetie Belle agreed and they headed back to the area where they had earlier spotted a pipe. Trying not to feel afraid again, Spike willingly jumped in, followed by Sweetie Belle. They fumbled to their feet and looked around, realizing they were on a platform surrounded by water. There seemed to be some unstable looking stepping stones leading to another pipe ahead of them.

"We made it! Hooray!" Sweetie exclaimed, taking a step forward. Spike held out an arm to stop her.

"But wait, what is that?" He pointed to a strange brownish thing protruding from the water onto the platform. He approached it and poked it, retreating his hand quickly. "It's all scaly...." The thing retreated into the water.

"Wait, Spike, could that be uh-" She was interrupted as a large shape rose out of the water in front of them. Before them now was a giant four-headed Hydra. Sweetie Belle gasped.

"Now what do we do?" Spike looked back and forth, shaking as the Hydra roared, obviously annoyed that it had been awoken from its slumber.

"Uh, hold on!" Like earlier, he blew out his green fire at one of the heads of the Hydra. It coughed and shook itself off, afterwards yelling louder than before.

"Spike, you just made things worse!" Sweetie Belle squeaked, hopping up to him.

"I know, I know! What do we do?" Sweetie Belle hopped nervously from hoof to hoof, trying to think.

"Well, um, Hydra's are water creatures that... have four heads. They're huge so they can't fit through small spaces!" She looked up above her to see some piping above them. "Uhh, I might have some sort of plan, maybe." She looked at Spike, biting her lip.

"Well, what is it?"

"It involves you flying through the air!" Spike gulped. He didn't want to, but the Hydra began snapping its heads at them. He jumped backwards.

"Alright, alright, just do it!" Sweetie Belle held her ground, staring one of the Hydra's heads in the eyes.

"Hey Hydra! Look at what I've got here!" She picked up Spike with her front hooves, waving him tauntingly. Its eyes followed his movements.

"W-wait! Sweetie Belle! What are you doing!" Before he could struggle, Sweetie Belle mustered up her strength and swung him in a circle, letting him go and sending him flying up through the pipes. The heads went after him, two of them hitting their heads on the pipes like Sweetie had intended. She cheered internally as Spike landed safely on the pipes above, clinging on for his life.

"Hydra, over here!" The two heads that remained undamaged turned on her. They lunged at her and she ran backwards, hoping she was going the right direction. As intended again, she quickly dodged their jaws, causing the heads to crash into the wall. All four heads now dizzy and injured, the Hydra growled in pain and slid back into the water with a splash. Sweetie Belle cheered.

"Great! You did it! Now can you get me down from here?" Sweetie Belle looked up at Spike apologetically.

"Whoops. Didn't think that part through." Spike laughed sarcastically and glared.

"Then come over here and catch me!" Sweetie Belle trotted over to the area beneath Spike and awkwardly held out her front hooves. He jumped with faith and was caught by Sweetie Belle, who then stumbled and dropped him into the water. She giggled as he climbed out, dripping wet.

"Sorry Spike. But come on, we did it! And the entrance to Petalburg's right there!" He continued to glare as he turned to the stepping stones.

"Alright, let's just go and find Fluttershy already...."

Chapter Four: Petalburg

Chapter Four: Petalburg

After crawling through a long length of pipe, Sweetie Belle and Spike ended up emerging into a pleasant meadow, a strange and comfortable change of scenery from the underground areas of Rogueport. They gazed around, enjoying the view.

"Boy, I could stay here for a while." Spike said, taking in a breath of the sweet air. Sweetie Belle nodded in agreement.

"So could I, but we really need to get a move on. I'm assuming Fluttershy is in the town just ahead of the meadow, so let's get a move on."

The two enjoyed their walk down the path through the meadow for a while. Things seemed rather peaceful and tranquil.

"Hey, Sweetie Belle, is that a castle over there?" Spike pointed off into the distance.

"Oh, yeah, I think it-" Sweetie's voice was drown out suddenly by a loud roaring sound. Cowering, the two looked up to see a large red dragon flying through the air.

"Whoa, another dragon!" Spike exclaimed. Sweetie Belle's ears folded back.

"Uh, Spike, that doesn't exactly look like a friendly dragon. I think we know from experience how dangerous adult dragons can be." They watched the dragon fly off towards the castle. It entered the castle and disappeared from view after letting out another loud roar.

"Oh boy, I'm glad we don't have to deal with that guy. It was hard enough dealing with the Hydra!"

"The Hydra also couldn't breathe fire," Sweetie Belle pointed out. "It also couldn't fly." She shuddered at the thought of facing a large, scary dragon, then looked at Spike and rolled her eyes. He was probably the least threatening creature she had ever met. "Anyways, let's go. The town shouldn't be much farther up ahead."

Petalburg was as bright of a town as the meadows surrounding it. Ponies of all types and ages wandered around, casually greeting everyone they met with a smile. A young, happy looking mare approached the two.

"Hello there and welcome to Petalburg! My name is Roseluck and I'd like to greet you into our pleasant little town!" She smiled cheerfully. "You two look awfully young for adventurers. Do you happen to be lost or need any help that we can provide?" Sweetie Belle and Spike exchanged looks, confused by her cheery attitude.

"Uhh, actually, we're just looking for a certain Pegasus. Yellow coat, pink hair, really shy, you know her?" The mare stared at Spike.

"Oh, you mean that mare who came to visit and take care of Petalburg's animals? Sure! She's in the veterinary clinic right now!" The three stood in silence for a moment. Spike shifted uncomfortably.

"Well, uh, could you tell us where that is?" Roseluck nodded enthusiastically.

"Sure! Right this way, you two!"

The mare led them through the town until they stopped outside of a building which appeared to be the clinic. Roseluck turned to them.

"Well, I hope I could be of help to you! If you need anything else, feel free to visit the Petalburg town center. Don't forget to stay at the Petalburg Inn as well, locally owned!" Spike and Sweetie Belle nodded their thanks and the mare went on her way. They turned to the clinic.

"Let's hope she's in here...." Spike said, beginning to walk up to the front door. He was about to knock on the door when he heard a sudden crashing noise inside.

"No, Angel, stop! Calm down, it's alright! Ahhhh, calm down, I'll get it back, I swear!" After recognizing the frantic voice as Fluttershy, Spike immediately swung the door open. The two looked in to find Fluttershy on the ground, her pet rabbit Angel on top of her holding a fist in the air.

"Spike? Sweetie Belle? What on Earth are you doing here?" She quickly stood up, shaking Angel off of herself and running towards the two. "It is much too dangerous for two young ones like you to be out on your own! What are you doing here?" Fluttershy looked at them with a rather worried expression. Angel stood looking rather irritated in the background.

"Um, Fluttershy, we were actually here because Rarity's in trouble and we-"

"Rarity's in trouble? Oh my! That's absolutely terrible! Somepony's working to help her, right? Oh, no no no no! That's just dreadful! The poor thing, I hope she's alright!"

"Yes, Fluttershy, well, you can actually help us, we just need-"

"Me? Help on a rescue mission? But I'd be no help at all! If anything, I'd probably just get in the way and be a nuisance! Somepony else should be put up to the job who is more qualified, like Princess Celestia. I'm sure she'd do a much better job of saving someone than me. Even Rainbow Dash could do a better job!"

"Fluttershy! You can help! We just need your Element of Kindness!" Fluttershy's eyes widened in fright. She backed up slowly into the building.

"M-my Element? Oh dear, well, you see, hehe, I don't particularly have my Element at the moment.... That's why Angel was mad at me earlier, if you saw that. He did have every right to be upset with me. What happened was very terrible. You see, I had my Element, but then it was taken from me by a dragon! Apparently dragons enjoy very valuable things like that and he wanted it for himself! I tried to tell the mister dragon that he couldn't take it, but he didn't listen and now he has it in his dragony lair somewhere else! It's a terrible, terrible thing I let happen and I just don't know what to do now!" As Fluttershy kept talking, her voice was gradually becoming quieter and quieter. She was now lying down on the ground covering her face in shame. Angel rolled his eyes.

"Wait, did you say dragon? As in a dragon that lives around Petalburg dragon? Maybe in... a castle?" Fluttershy nodded her head, still lying on the ground. Sweetie Belle gulped. "I was afraid of that...." Spike puffed out his chest.

"Well, I'm not afraid to go face that dragon and get your Element back! It's for Rarity, after all, we have to do it! I'll just try to talk to him... dragon to dragon!" Fluttershy got up and tackled Spike, holding him as though he would try to run away.

"Oh, no, that's definitely not a good idea! Hooktail is a mean, scary dragon who won't listen to anyone, especially little small dragons like you! He's really big and really mean and there's no way I'll ever get my Element back!!" Fluttershy's face scrunched in disappointment. Spike gently pushed her away.

"Look, Fluttershy, I have to try at least. You can come or not, but Sweetie Belle and I are going to go get it back." Sweetie Belle nodded valiantly. Fluttershy bit her lip nervously.

"Oh, um, I don't know if that would be a good idea... I'd probably just get in the way." Spike sighed at Fluttershy's constant uncertainty.

"Well, Sweetie Belle and I are going to stay at the Inn for the night so you can decide by then, alright?" Fluttershy looked back at the angry Angel.

"...Probably not. But if you did get it back- which I really don't think you should go try to do- then I would be ever so grateful..." Fluttershy squeaked and flattened her ears, looking away from the two. Spike sighed again.

"Alright, well, bye Fluttershy.... We'll see you later." She squeaked again and buried her face. Sweetie Belle shook her head and the two headed out of the veterinary clinic.

"What was that all about?"

"Just regular Fluttershy..." Sweetie Belle nodded. Honestly, she did want the help of another pony, even if Fluttershy did seem cowardly. By the looks of the dragon they had seen earlier, this task was going to be a rather big challenge.

Sweetie Belle rolled over sleepily and yawned, sitting up in the warm bed of the Inn. She stretched out and looked around, surprised to find that Spike wasn't on the couch which he had chosen to sleep in the previous night. She got up and began looking around.

After grabbing a carrot from the front desk to snack on, she walked outside and looked around for Spike, eventually spotting him pacing in circles in a grassy patch out in the distance. Still yawning, she walked over to him.

"Spike, what are you doing? How long have you been awake?" Sweetie Belle took into consideration that it had been seven when she asked the mare at the front desk for the time. Spike continued pacing.

"I could barely sleep last night. I kept thinking about how we're supposed to deal with the dragon." A shiver ran down Sweetie Belle's spine. It hadn't hit her yet in her tired state that they were going to go off and face a dragon today. It made her stomach churn.

"Well, we do this or Rarity may remain trapped forever. I say we just head out and get it over with." She gulped as she said the last part, praying to Celestia that it would result in their success rather than them being some dragon's dinner. She tried to shake off the thought. "So I'm guessing Fluttershy isn't going to show up?" Spike shrugged.

"I guess not. She was able to handle a dragon the last time she faced one, but I guess one was enough for her." Before Sweetie Belle was able to question when Fluttershy ever faced a dragon, they heard a small voice calling after them.

"Um, hold on, please don't leave yet!" They turned to find Fluttershy running towards them. "I'm... I'm sorry if I'm intruding. I just couldn't bear the thought of two little ones like you going alone to face a dragon! Even if you are a dragon, Spike! I would just be too afraid for your safety. So, um, I'm coming with you, if that's ok." She blushed and hid behind her hair, folding her wings back tightly.

"Sure, Fluttershy, you can come with us! Maybe you could show up the dragon like you did last time in Ponyville!" Fluttershy laughed quietly and smiled. Sweetie Belle remained lost in the dark about when Fluttershy was able to accomplish this feat.

"Alright then, guys, are we heading out now?" Sweetie Belle asked a tad impatiently. Fluttershy stood up straight.

"Does that mean... I can come with you two?" Spike smiled.

"Of course you can, Fluttershy! We did invite you to come with us yesterday, after all!" Fluttershy smiled and flitted her wings a bit.

"Oh, thank goodness! Now we just have to leave before Angel finds out! He's already really mad about me losing my Element, he'll probably be even madder to know I plan on leaving without him! He gets worried that I'll get hurt or injured or worse!" Sweetie Belle cocked her head, confused about how Fluttershy could even understand what a rabbit was saying to her, but tried to ignore it.

"Well, the faster we get going, the faster we can start doing things. Got it?" Spike gave her a strange look at her obvious logic but Fluttershy nodded.

"Oh, yes, of course! We don't want to hold up anything, now." Spike turned to Sweetie Belle.

"You want to lead the way, Sweetie Belle?" The filly rolled her eyes.

"You ARE supposed to be the hero, aren't you?"

The three adventurers had reached the edge of town when Fluttershy stopped them.

"Wait, just... I need to take just one more look back, alright?" Although not understanding how that would help her cope with leaving Petalburg, Spike and Sweetie Belle waited for her to finish up. The decisions was immediately regretted.

"Wait, is that...." Fluttershy was suddenly tackled by a small white shape. This shape was, of course, Angel, looking quite angry.

"Angel, wait! Stop! Please, let me explain!" The bunny jumped off onto the ground and tapped his foot impatiently. "I'm going to go search for my Element and prove to you that I can take care of myself. I can get it back! I promise I can!" Angel gave her a look of disbelief. "And if I can't and decide to give up and go home, you can have all the carrots you want all the time, whenever you want them." Angel considered this offer and nodded his head.

"That was it?" Sweetie Belle exclaimed. Spike covered her mouth.

"Just let them work this out." he whispered to her. Sweetie Belle shook her head free from him and rolled her eyes. Fluttershy looked down at Angel reassuringly.

"Please believe in me, Angel. I'm going to try my hardest, I swear by it!" She stood strong and looked heroically into the wind. Angel gave her a look which stopped her from posing. "Oh, um, sorry. You can head back now, Angel." Without another motion, Angel turned around and hopped back into the town.

"Well that was weird." Sweetie Belle mumbled to Spike.

"It happens a lot when you hang around Fluttershy." he replied.

"You two talking about something?" Fluttershy asked. They adamantly shook their heads.

"Nope, nothing up here!" Spike said in a fake voice. Fluttershy smiled.

"Oh, alright. Let's go then. The castle is just up ahead through this meadow. I've seen it before when I was taking Angel outside for a stroll. It's not too far.... to the path leading to the castle, at least." Sweetie Belle and Spike groaned. "B-but I'm sure the path to the castle isn't that long either! Really, it probably isn't!" Ignoring her ramblings, they continued walking out of town into the flowery meadows. Sweetie Belle secretly wished Fluttershy would keep down her internal conflicts while Spike hoped to himself that they would be able to survive the quest to retrieve the Element of Kindness.

Chapter Five: Hooktail Castle

Chapter Five: Hooktail Castle

The castle had been a further walk than the trio had originally expected. After finally reaching their destination, they also realized that the castle was a lot bigger up close. It definitely appeared big enough to host a dragon inside, which was saying something. Fluttershy began looking around nervously as they approached the front doors of the castle.

"Um, I think I change my mind. Let's go back. It's probably time for Angel's lunch, anyways! You know how mad baby bunnies can get if you keep them waiting, huh?" She tried to bolt off but was quickly caught by Spike, who had grabbed onto the back of her tail. Sweetie Belle rolled her eyes.

"Fluttershy, you said it yourself, it would be too dangerous for just the two of us to take on a dragon alone! And- apparently- you've had experience with dragons. We could use you!" Fluttershy looked into Sweetie Belle's eyes, hiding her face in her hair.

"Really? You truly for real think you could use me?"

"Of course! We said we did already!" Spike exclaimed, throwing his hands in the air in frustration. Fluttershy blushed.

"Alright, if you say so..." She paused to take in a deep breath. "Let's go!"

Spike and Sweetie Belle worked together to open the double doors of the castle. They peered inside to find a large hallway lit feebly with sunlight pouring through the various windows of the castle. Shaking, Fluttershy followed the two as they entered.

"Wow, it's so.... huge." Sweetie Belle was too awestruck herself to point out that Spike was stating the obvious. She admired the architecture of the building.

"Y-yes, and s-so scary...." Fluttershy said shakily, gazing around the room. Spike looked forward at the door ahead, just on top of a staircase.

"Well, let's get going! I bet that dragon will be in one of those towers we saw outside the castle. It would only make sense with how high up those things were!" Sweetie Belle nodded in agreement and they began ascending the stairs.

To their surprise, the doors led outside once again. There were more doors just ahead, but below them laid a raging river with what appeared to once be a bridge jutting out of parts of the river bank. Sweetie Belle sighed.

"Well, now what?" Spike yelled. Him and Sweetie Belle then turned to look at Fluttershy.

"M-me? What could I do?" Spike pointed to her set of wings?" "O-oh, you want me to fly you across, hehe...." She walked over to the edge and peered over, whimpering at the sight of the river. "I guess so...."

Spike jumped onto her back and clutched onto her mane, trying not to pull it.

"Come on, Fluttershy, it's not that far of a flight, just too far to jump." Fluttershy gulped.

"I know, just, what if I mess up and fall? What if....." She shook her head violently. "No, no, I told Angel I'd prove to him that I'm not afraid! I just have to prove myself!" With that she took a running jump and flew into the air. The flight only lasted about five seconds, but the two landed safely on the platform across the river.

"Yeah, you did it Fluttershy!" Sweetie Belle yelled from the other side. Fluttershy smiled proudly as Spike climbed off of her back.

"Alright! Now you just have to get Sweetie Belle across!" Fluttershy's ears folded down as the feeling of triumph fled.

The inside of this portion of the castle was just as big as the other one, but appeared to be more broken down. They walked carefully over sections of cobblestone. Suddenly, Fluttershy shrieked and pointed at something in the distance.

"W-what is that??" Spike bravely walked closer to the shape. He jumped back.

"It's a pony skeleton!" Fluttershy crumbled to the ground, Sweetie Belle running over to her and fanning her with the map in attempt to revive her. Spike swallowed. "It's alright though... I think... it's probably just...." He tried not to finish his thoughts, really thinking that it was probably leftovers from Hooktail's lunch. He returned to Fluttershy, who was waking up. He faked a laugh.

"Maybe it's just some old Nightmare Night prop, eh? M-maybe Hooktail just makes really great haunted houses!" Of course, Spike's attempts weren't fooling anyone, but Fluttershy nodded and stood up, her legs wobbly.

"Right! That's probably it!" Sweetie Belle agreed. They attempted to walk forward again when they heard a rattling noise. They looked at the source to find that the bones they had seen were beginning to rise and reanimate. Fluttershy shrieked again.

"Spike, what do we do?" Sweetie Belle yelled. They began backing away as the skeleton walked towards them. Spike saw the door atop the stairs just ahead of the skeleton.

"Run for the stairs!" Before Sweetie Belle could ask how she was supposed to do that, Spike charged at the skeleton. "Gooo!" He tackled the pony skeleton, scattering the bones everywhere as Sweetie Belle grabbed Fluttershy's wing and pulled her towards the stairs. The bones began moving again in order to reassemble, but Spike had already given himself enough time to run for the door as well.

The three were safely inside the other room, panting as they leaned against the door to hold it shut.

"What was that?" Spike asked. Sweetie Belle shrugged her shoulders.

"I... I've never heard of ponies reanimating before. I mean, there's no such thing as zombie ponies, right?" Fluttershy and Spike couldn't respond.

The three looked around the room they were now in after they had caught their breath. It appeared to be some sort of prison with multiple cells lining the walls. They also noticed another pony skeleton in the center of the room. This one, though, appeared to be holding something. Spike approached the skeleton.

"It's a letter!" he said back to the other two. He opened it and began reading.

"What does it say?" Sweetie Belle asked. Spike shrugged, tossing the letter over his shoulder.

"Nothing of interest." Sweetie Belle frowned at his actions. As she began walking through the room, she looked into the cells. She noticed something shiny in one of them.

"Hey, look, what do you think that is?" Spike and Fluttershy began to walk over to the cell, but inside the cell suddenly appeared a shadow. When it disappeared, the shiny object had vanished. Spike and Fluttershy examined the inside.

"I don't see anything." Spike said. Sweetie Belle frowned.

"But.. it... it was right there!" They began walking again towards the end of the prison. Fluttershy turned back.

"Don't worry Sweetie Belle. I believe that there was something in there." Sweetie Belle grumbled in frustration and began walking again.

The group continued through the castle. As Spike had thought, they at one point spotted an extremely high tower outside of one of the castle's windows in which Fluttershy stated catching a glimpse of the red dragon. From then on they went to pursue the tower.

As they ventured upwards through the castle, only once did they come across the reanimating pony skeletons again. This time, though, it was in a larger group. They worked together to defeat the skeletons and, upon Sweetie Belle's suggestion, tossed the scattered bones out the window to prevent them from attempting to reanimate again.

Finally, the group came to a standstill.

"Well, I think this door should lead us to the stairs of the tower!" Spike stated once they had reached a door which seemed as though it would go outside. He put his hand on the knob. "Ugh.... ummm.... it won't budge!" Fluttershy timidly walked up to the door.

"Um, it looks like there's a lock on the door, I mean I think so..." Fluttershy said, pointing to an obvious lock on the door. Sweetie Belle rolled her eyes as Spike laughed awkwardly.

"Oh, I guess so... We should probably start looking for a key then."

"But a key could be anywhere, Spike!" Sweetie Belle pointed out.

"What other choice do we have?" Sweetie Belle wanted to suggest breaking open the lock or picking it, but figured they probably couldn't accomplish either of those tasks.

"Alright... let's start looking then."

After searching for an hour, they still had no clue how to open the door and no key. They eventually had returned to the door.

"Any more ideas?" Spike asked, hoping for suggestions.

"Think there could be anything up there?" Sweetie Belle asked, pointing up at a door high up on one of the walls. The staircase leading up to it had crumbled.

"We could try. Think you could get me up there, Fluttershy?" The pegasus nodded.

"I'll wait here." Sweetie Belle added. Spike nodded and hopped onto Fluttershy's back as before. In no time they had reached the door which, to their relief, was unlocked. They entered to find the room filled with jewels and treasures.

"Wow.... think these all belong to the dragon?" Spike asked, admiring a gemstone. Without another word, he munched down on the delicacy. "What am I saying? A dragon would never keep this many delicious gems stored away!" Fluttershy herself was examining a lovely necklace she had found on the floor. When she looked back up, there was a shape in front of her. She jumped back.

"Greetings, fellow thieves." the shadow said in a familiar voice.

"Hey, we're not-" Spike froze midsentence as recognition took place. "Are you... Trixie? What are you doing here?" The shape stepped out of the shadow to reveal it was in fact the mare who had once shown herself off to- and almost destroyed- Ponyville. Trixie tossed back a lock of her white mane.

"Yes, it is I, Trixie. Trixie is here to collect some of these gorgeous gems and hopefully make a bit of a profit." She smiled as she caressed an expensive looking vase. "Trixie wants to know what you are doing here though. And where is that mare that accompanied you before? Trixie would like to teach her a lesson." Spike glared at Trixie. Before revealing his true intentions for being in the castle, he decided to ask something else.

"In this castle, did you happen to find a key?" Trixie looked Spike over before tossing out a small object towards him. Spike looked down and picked up the key.

"Trixie hopes you mean this. It's all she has." She sighed. "Trixie hoped it would open some chest filled with fabulous riches but, alas, it only opened the door just outside of here. Trixie locked it again before she left." She smiled devilishly, knowing Spike had wanted access to said door. "Well, Trixie will be on her way now. She hopes you have fun... dealing with that nasty dragon." Without another word between the two, Trixie hopped out of the single window. Fluttershy looked out to see her bounding across the roof, using her magic to teleport from place to place safely.

"Oh my.... that looks dangerous." she stated. Spike clenched the key.

"Doesn't matter now. Let's go back to Sweetie Belle."

The stairs leading to the top of the tower seemed endless. They wound the tower on the outside, which made the three all quite nervous, and were very tiring to climb. By the time they had reached the top of the staircase, they were all exhausted.

"Maybe we should take a break before going inside." Fluttershy pointed out. The other two nodded in agreement as they collapsed to the ground.

Spike swallowed as he tried not to think about how a large, dangerous dragon was on the other side of the door in front of them. That was practically all that was protecting them at the moment from potential death. He sat up and looked at the other two.

"You guys ready?" They didn't respond. Sweetie Belle cleared her throat.

"I'm probably as ready as I'll ever be." Fluttershy nodded, agreeing with Sweetie Belle. Spike stood up.

"Well, it's now or never, let's head in there...."

The three adventurers weren't shocked to find that an incredibly large red dragon lay in the back of the room. It eyed them carefully as they walked through the door, not making a motion towards them. The three, trembling, walked to the center of the room, directly in front of Hooktail.

"Um, hello mister dragon!" Spike started. "Umm, well, ahh, I think you may have something of ours, actually!" Spike stopped, leaving an awkward silence. The dragon leaned its head down at looked at the three.

"Excuse me, but did you say mister?" Fluttershy's eyes widened.

"Oh, no, he didn't mean it, m-miss dragon! I promise!" Spike's face flushed bright red. Sweetie Belle smacked her face.

"Hah, well, I see. What is it you request, little dragon?" Hooktail's voice boomed throughout the castle confines. The three were blown back a bit by the force. Spike stepped up again.

"Um, right! Yes! I believe you took something of hers, actually," Spike pointed over to Fluttershy, who shook her head, looking frightened. "Ahh, actually, it's, uh, mine. It's mine." He cleared his throat. "Anyways! Do you happen to have something that looks very similar to her cutie mark?" Hooktail examined Fluttershy. She used all her strength not to cower away in fear.

"Hmm... maybe I swallowed something like that a few days ago...." Hooktail raised her head again. "Why should I give it back to you three?"

"Because it's not yours! It belongs to us!" The dragon breathed heavily, smoke beginning to flood out of her nostrils.

"Oh really now? I believe I took it for myself. You don't have the right to take it back from me now, I believe that one had her chance!" With a sharp talon, Hooktail singled out Fluttershy with a point. "Didn't you, little Pegasus?"

Fluttershy forced herself to look up into the eyes of the dragon. Remembering her strength the last time she faced a dragon, she realized she had to help her friends. She flew up and went eye to eye with the dragon.

"Listen up, missy, you took what was mine and I want it back! I don't care if you're a big, scary dragon, you're going to give it back to me no matter what I say! It isn't yours and stealing things is mean, you hear me?" Fluttershy glared, but the dragon remained unphased.

"You really think I'll give up that treasure after you threaten me? If that can even be called a threat!" Hooktail laughed, causing Fluttershy to become scared again and fly back down to the ground. Hooktail looked at the group again. "Well, at least you three aren't going to be a tough meal to catch. Let's get this over with!" Hooktail roared loudly. She began to take in a deep breath.

"Guys, run!" Spike shouted, recognizing her actions as about to breathe fire. He pushed them out of the way just in time for the fire to envelop him, which luckily didn't affect him. The dragon lowered down to Spike's level.

"Well, well, little dragon, you really think you can take me down? I highly doubt it." Hooktail snapped her jaws at Spike, who narrowly avoided them. He looked over at Fluttershy and Sweetie Belle, who were at the dragon's side.

"What do we do?" he yelled to them. Sweetie Belle racked her brain.

"I know of a particular sound that dragons hate, but there's no way that could help us now!" she shouted back. Hooktail focused back on Fluttershy and Sweetie Belle.

"Now, I know you two can't withstand my fire, can you, little ponies?" Before Hooktail could attempt to burn them again, Fluttershy grabbed Sweetie Belle and flew her into the air, away from Hooktail's aim.

"Well, what is it?" Spike asked.

"Shouldn't you know? You are a dragon!!" she yelled back. Struggling to keep up the weight, Fluttershy landed on the ground again. Spike attempted to distract Hooktail on another side. Fluttershy suddenly jumped.

"Eeek! There's something in my bag!" She reached down into it and pulled out, to her surprise, a small insect. The two stared at it.

"How in Equestria could this kind of coincidence even happen??" Sweetie yelled at no one. She shook her head and grabbed the cricket. "Hooktail, over here!" The dragon turned back to focus on the Unicorn. "Look at what I have!" She bent her head down to see, but was immediately repulsed by the sight.

"Ugh, a cricket! How could you possibly know that-" She stopped to cover her ears as the cricket began playing its song. Spike covered his ears as well.

"Ugh, I forgot about that!" His knees buckled and he fell to the ground, clutching his head. Sweetie Belle frowned.

"Give us back the Element!" she screamed at the dragon. She whimpered in displeasure.

"Alright, alright! I'll give you back the Element, just get rid of that disgusting... thing!" Fluttershy quickly retrieved the cricket, consoling it from being called 'disgusting'. Hooktail, looking dizzy, suddenly coughed up a shiny object. Sweetie Belle ran over to it and found it to be Fluttershy's Element.

"Fluttershy; look!" Fluttershy picked up the object, disregarding where it had come from, and put it into her side bag.

"Oh, thank goodness! I'm so happy!" She smiled and flitted her wings in content. Spike struggled to get over to them. It appeared that Hooktail had collapsed after the event.

"Wow, she took that rather harshly." Sweetie Belle noted, Spike looking rather ill himself.

"Let's... get out of here...." He threw himself onto Fluttershy's back as they quickly exited the castle tower.

Chapter Six: The Great Boggly Tree

Chapter Six: The Great Boggly Tree

"Oh, Spike, I'm so glad you're alright! We've been so worried about you two! Why didn't you ever send us a letter?"

"Oh, that..... sorry, I forgot..."

Sweetie Belle and Spike were now resting comfortably in the residence of Cheerilee, along with Fluttershy, who decided to tag along with them back to Rogueport (after picking up a rather grouchy rabbit from Petalburg). Twilight and Cheerilee had been rather relieved to know an adult pony had accompanied them on their journey, especially after learning they had faced a dragon.

"So are you going to stay here and recover for a couple days?" Twilight asked hopefully. Spike considered for a moment.

"Hm.... nope! We're heading out again in a second, I just have to check the map really quickly...." Wondering what map he was talking about, Twilight peered over to look at what Spike was doing. He pulled the map from Sweetie Belle's bag. After a moment Twilight realized it was the letter written by Rarity.

"That's...." Spike looked at it closely, showing it to Sweetie Belle.

"Look! We have Fluttershy's Element but it's not colored in like Rarity's!" he exclaimed. Sweetie Belle scratched her head.

"Maybe we have to go back to the Thousand Year Door?" she wondered. Spike nodded.

"Alright... let's do that. It might make some sort of a difference." Sweetie Belle didn't exactly agree, but decided to go along with it. They headed to the door.

"Wait. Spike, I'm coming with you this time." Spike turned to face Twilight.

"No, Twilight, I told you before! You have to stay here in case Celestia comes by with your Element!" Twilight wanted to protest again, but Spike seemed adamant. She remained quiet. "Good. Ready to go?" Sweetie Belle nodded. Fluttershy stepped forward.

"Um, I'd like to come along with you... if that's alright. But... I want Angel to stay here. Would that be ok with everyone?" Spike looked over Fluttershy.

"Hmm.... I guess that's alright..." Fluttershy smiled. Twilight walked up to her as Angel hopped off of Fluttershy's back, finding a couch to relax on beside Cheerilee.

"Keep an eye on them, ok?" she asked her friend. Fluttershy nodded.

"Of course I will, Twilight. Don't worry!" Twilight smiled as she turned back.

"Alright ponies, let's get a move on!"

Like Spike had thought, bringing the map to the Thousand Year Door caused the map to become updated, including the background of Applejack's Element appearing to be moved.

"Dang, I don't know where that is...." Spike muttered. Fluttershy had been astounded by the size of the room the door was in, aside from having a minor freak-out when the map began floating and lit up by itself.

"Um, do you think we could get out of here now possibly?" she asked in a trembling voice.

"Yeah, I guess so...." Spike said, still examining the map, trying to figure out where to go next. "Let's head back to upper Rogueport."

As the trio headed back, they came across the hole in which Spike had spotted a phoenix earlier. To his surprise, it had returned. It slowly approached him.

"Oh, hey, little guy! You're back!" The bird hopped around impatiently as if it wanted something. Fluttershy studied it, fascinated.

"Do you need help, dear?" she asked the creature. He flapped his wings and cawed. Fluttershy faced the others. "I think he said he needs our help!" she said, sounding worried. The bird jumped again and ran back through the hole. Spike examined the bars to the right of the hole.

"I don't know if we can get through these.... I can try melting them or something, but...." They stood unsure of what to do. Fluttershy was becoming increasingly worried.

"Umm... well... we have to try! We have to do something!" A cry from the phoenix could be heard on the other side of the wall. "I'm coming, sweetie!" Fluttershy turned around and bucked a weak spot in the wall, causing the weak bricks to come tumbling down. Spike and Sweetie Belle stood in awe. Fluttershy rushed through and reunited with the bird. "Don't worry, I'm here for you!"

"Well, that was unexpected." Sweetie Belle murmured as they walked over the debris. They attempted to keep up as Fluttershy followed the frantic phoenix. After crawling through many holes and tunnels, they strangely emerged in a monochrome forest. Fluttershy and the phoenix had stopped just outside the exit.

"What... is this?" Spike asked.

"I think it's the Boggly Woods." Sweetie replied. "I read about it in a book Cheerilee had. Somewhere here is the Great Boggly Tree, too." Before Spike could ask what that was, the phoenix started moving again.

"Come on, guys! He needs us!" Fluttershy yelled back. Rolling their eyes, they chased after them again.

After journeying for a while through the strange forest, they came across the tree Sweetie Belle had spoken of earlier.

"Wow, I see why they call it 'Great'." Spike noted. The tree stood hundreds of feet tall, still in the monochrome pattern which made up the landscape. The phoenix approached the base of the tree and, after manipulating some unseen thing, revealed an entrance to the tree. Without hesitation, Fluttershy followed the bird inside.

The inside of the tree was more grand than the outside, just because of how complex it was. Many other phoenixes resided within the tree as well. Spike and Sweetie Belle stuck by each other.

"What kind of help do you think that phoenix needs?" Spike asked. Sweetie Belle shrugged. Before long, they came to a large room where the phoenix parted to reunited with an even younger phoenix. A very large and elderly phoenix sat perched in the center of the room. Another figure, one of familiarity, stood beside it.

"Familiar faces, how great to see! What are you doing in the Great Boggly Tree?"

"Zecora!" Spike exclaimed. "I'm pretty sure I should be asking you the same thing!" The zebra smiled.

"In these surrounding woods, I had resided, until in my aid these creatures confided. They needed my aid to settle a dispute as their kind isn't the only to settle over these roots. On yonder side lives in great herds creatures called the Thunderbirds. Over a matter of shared lands, a fight has broken between the clans. These two groups I wish to unite, as well as end this silly fight!"

Spike looked at the supposed leader. She eyed him beadily as he listened to Zecora's rant.

"Of course, we will aid you in helping reunite the two clans! That must be why that little guy brought us here, after all!" Fluttershy nodded in agreement.

"But this won't help us find any of the Elements! You said it yourself, we can't waste any time!" Spike turned to her.

"Sweetie Belle, we have to do this. He came to our aid! There must be a reason for it!" Zecora smiled and bowed to the three.

"I thank you kindly, my dear friends. I truly hope this dispute shall end."

After a lot of planning, Spike came to the conclusion that their best plan would be going with the phoenix elder to speak with the Thunderbirds face to face. With Zecora and the elder now traveling along with them, they ventured to the other side of the tree. They finally came to Thunderbird territory.

"Um, hello! I'm Spike, and-" Spike was immediately cut off as one of the apparent Thunderbird guards swooped down at his face.

"Hey! Shoo! Get off of him!" Sweetie Belle jumped at the attacking birds.

"Oh my, ah, Sweetie Belle, wait! Stop!" Fluttershy pulled back the young filly. Eventually, the birds stopped attacking Spike and returned to their posts, watching the group. Zecora stepped up.

"I can understand their speak, but only the birds can talk beak to beak." Spike laughed timidly as he stepped back beside Sweetie Belle and Fluttershy, rubbing his wounds. Zecora bowed to the guards as the phoenix elder began communicating with the two. After a bit of conversation, the guards changed position, apparently letting them pass through.

"Can we go?" Spike asked. Zecora nodded.

The Thunderbird's elder was much larger than that of the phoenixes. He sat perched on a much grander throne than that of the phoenixes, static jolting from his feathers. Spike gulped at his enormous size.

"Wow, he's so...."

"Magnificent." Fluttershy finished, astonished by his beauty. The five lined up before him and bowed. The phoenix elder began communicating to him as she had the guards earlier. This time, though, things seemed to not be going quite as smoothly.

"Hey, what's going on?" Spike asked Zecora.

"According to his angered song, the phoenixes have done him wrong. He claims they've stolen from his lands though she states that was never in her plans. The phoenix claims quite the reverse and through her lands did he traverse. Both elders claim the other lies while I hear honesty in their cries. After listening for a time, I believe neither is guilty of the crime."

Spike rubbing his chin in thought.

"Who would try to get two clans of birds to fight, though? That seems pointless!" Before Zecora could reply, the phoenix elder rose up into the air, flames enveloping her wings and licking the air around her. The Thunderbird elder rose as well, sparks shooting from the tips of his wings. The two guards began crowing angrily. Spike looked over at Zecora.

"Run!" she shouted. The four turned around and quickly fled the other direction, leaving the fighting birds behind.

"What about the elder??" Fluttershy asked in an anguished voice.

"I'm sure she'll be fine, she's a phoenix!" Sweetie Belle retorted as they ran. They only reached the central hub of the tree, though, when they were stopped.

"Well, well, well. Seems like Silver Spoon came through for me, didn't she?"

A large machine stood in front of them. It appeared to be a bipedal robot of tremendous size with a small cockpit towards the top. Not small enough, however, to stop a certain filly from residing inside.

"Diamond Tiara!" Sweetie Belle exclaimed angrily. The filly laughed.

"Of course, blank-flank! Did you not figure out earlier that I was the one behind this stupid bird fight?" Sweetie Belle pawed the ground angrily. "Hah! Do you really think you're that tough? You only escaped earlier because you had that silly little unicorn bookworm to help you before! Besides that, look at me now! There's no way you can overcome this!" She laughed hysterically as the expression morphed on Sweetie Belle's face. She was starting to believe her. "Oh, good, I can tell you and I have come to a bit of an understanding. Now, then, you know what I want, don't you?"

"Diamond Tiara, I'll never give you any of the Elements of Harmony!" The smile left Diamond's face.

"Is that so? Fine. I see how it's going to be now. Just because you won't give up any of the Elements for you sister doesn't mean you won't for yourself, though. Let's just see how far we have to push the bar, hmmm?"

A clanking sound filled the air as the machine began to move around. It's arms spread apart, revealing cannons for hands. After entering a command into the machine, two rockets released from the hands and fired at the group. They scattered as the rockets hit the ground.

"Oh, Sweetie Belle, I'd like to introduce you to this little machine of mine. Daddy had it manufactured especially for me!" She smiled as she motioned to the machine. "Have fun with it now, alright little blank-flank?" She grinned devilishly as she eyed the filly. Sweetie Belle glared.

"Spike, we have to do something!" she yelled at him. He wracked his brain for an idea. He examined the machine.

"Uhh.... let's, um.... destroy the rockets!" Sweetie Belle shot a look at Spike, who shrugged his shoulders. "Fluttershy, try ramming into one of the arms!" Fluttershy looked at the machine and shuddered with fear.

"O-ok!" She flew into the air and flew over to one of the machine's arms, barely tapping it. Spike covered his face.

"Hah! That's the best you can do? Pathetic!" Diamond Tiara sneered as she input more commands. The robot clumsily moved towards the group. After a few more commands, it reared a leg back.

"Sweetie Belle, look out!" Spike shouted, a bit too late. The leg moved forward at a quick speed and directly hit Sweetie Belle, kicking her against a wall. She struggled in pain.

"Hold on, young mare, I shall be right there!" Zecora called out to her. Spike looked around, trying to figure out what to do with just him and Fluttershy. Then an idea struck.

"Fluttershy! Come down here and pick me up!" She flew down to the little dragon who hopped onto her back.

"W-what should I do?" she asked fearfully. He simply gave a tug of her mane which sent her flying up in panic.

"Straight forward! Go!" Fluttershy did as told and aimed straight for the cockpit of the machine. Diamond Tiara rolled her eyes.

"You really think ramming into this thing will do any good at the speed you're going, pegasus? Please!" Fluttershy slowed down, feeling disheartened.

"Come on, Fluttershy! You can do it!" She whimpered fearfully. "Do it for the birds!" In an instant her personality changed.

"You... meany.... you hurt those poor little birds!" She picked up speed quickly and reached the cockpit, turning around and kicking the window. Diamond Tiara shielded her eyes as the glass fell. Spike jumped into the cockpit.

"Wait, no! That isn't possible!" Spike ignored her and turned to the control panel, taking in a breath and letting loose his green fire. After a few malfunctioning noises, the machine broke down, the legs collapsing underneath and causing the machine to topple over. Fluttershy moved the debris to rescue Spike. Diamond Tiara surfaced afterwards, looking worn.

"Gah, how dare you! Do you know how expensive that machine was?" She shook her head furiously. "When my father hears of this, you don't know how angry he'll be! This won't be the last of us, blank-flank! She called back to an injured Sweetie Belle. After she noticed the bird elders were in the room, she turned and quickly fled for the exit of the tree.

"Are you ok, Sweetie Belle?" Spike asked worriedly, quickly running to his friend. She nodded.

"Yeah, I'm alright, just a little sore after hitting this wall." She got up slowly, Zecora helping her. The zebra smiled.

"The birds, it seems, had come to see and now they both seem to agree. They realize now they were both wrong and there is peace throughout their song. With harmony around, I can see it is time now to leave this tree." She bowed once again to the elders, who returned the gesture. The other three cheered.

"That's great! Now we can begin looking for the Elements again!" Fluttershy and Sweetie Belle nodded in agreement. "Are you going to stay in the woods, Zecora?"

"I believe that it is so, these birds may need me, so I shan't go. I wish you all luck on your quest, and please, tell Twilight I hope her the best." Spike nodded an began leading the other two out of the tree. They needed to begin their quest for the next Element.

Chapter Seven: Rarity's Dismay

Chapter Seven: Rarity's Dismay

The room was a blur to the dizzy mare who lay nearly unconscious in the center of the room. She attempted to remember where she was or how she had got here, but it was becoming increasingly difficult. She blinked and looked around.

The room was done up simply, yet neatly. There was a bed made with fresh sheets and a small bookshelf with a couple of novels lined up on it. The room had no windows and a steel door which seemed out of place in the room. Struggling to stand up, she dragged herself over to the door and tried to find a way to open it, yet it had no handles or knobs. She attempted to use her magic on the door, but remained trapped inside.

"Hello? Is anyone out there? Where am I!?" she yelled into the door, hoping someone could hear her on the other side. Confused and lightheaded, she sat down with her back against the door. As she held her head, still trying to clear her mind, she heard a noise of a mechanism working. She turned to see what it was.

A slot she hadn't noticed before on the wall had opened. She ran over to it and tried to look through, but found in vain that she couldn't. A try was being pushed through the slot. Before it had a chance to shut, she used her magic to try and keep the panel open.

"Tell me where I am! What's going on here? I demand some answers!!" The mechanisms were too strong for her as the slot eventually shut itself. She growled and stamped her hooves in frustration. "What in Equestria is going on??"

Restless, she looked at the tray to see what had been left for her. It appeared to be a basic meal of vegetables and some sort of fruit drink, nothing out of the ordinary. She inspected the food carefully to ensure it couldn't harm her before consuming it. To her surprise, she was famished and began to wonder just how long she had been trapped within the room.

After finishing the meal, she began pacing the room, looking for some possible way out. She used her magic to move furniture and look for an escape, but her efforts were all in vain as it appeared there wasn't even a visible ventilation grate. She let herself fall onto the bed as her memories began slowly coming back to her.

She remembered being ambushed with Sweetie Belle in Rogueport. She remembered working on a project in Rogueport. Staying with Cheerilee. Something about Diamond Tiara and her Element of Harmony. She remembered that now.

"Filthy Rich..... Where are you, you coward? Why are you keeping me here? Give me some answers!" She was hoping there was some sort of microphone or camera in the room to allow someone to hear her cries. Sadly, though, there was no immediate response to her calls. She sat back down on the bed. "Why won't somepony tell me where I am???"

She sat up abruptly as she heard more mechanism sounds, this time coming from the door. She jumped off of the bed and ran over to the door, which was slowly rising up. In moments she found herself standing face to face with Filthy Rich, the unicorn from Ponyville.

"You did hear me." she whispered. Her expression changed to a glare as she stamped up to him. "Why am I here? Let me go, you filthy-"

The door quickly slammed shut and the stallion put his hooves on Rarity's shoulders to hold her away from himself.

"Now, Rarity, hold on, no need to resort to violence so quickly!" She ignored him and pushed his hooves off of her.

"Don't you dare touch me, you mule!" Angered, she pointed her horn at the stallion and using her magic, levitated the surrounding objects and began sending them flying towards him. He warded off the objects and walked towards Rarity, lifting a hoof and smacking her in the face. She held her stinging face as she winked away tears. "How dare you...."

"Rarity. You have to listen to me. Like I said, there's no need for violence." He watched her sternly as she came to, standing up and glaring at him.

"Go on, then. Tell me why I'm here." He cleared his throat.

"YOU'RE here because we need your Element of Generosity, if you seem to recall from earlier. Your sister didn't seem to want to hand it over, though, and that's a bit of a problem for us. Well, mostly for you." She leered at him, remembering how she had told her younger sister to not let go of her Element. It was hard, but she was trying not to regret that decision.

"Ah, I also would like to mention that you seem to have a little crusade running around trying to save you. Just thought I should mention that." Filthy Rich coughed, thinking about what his angry daughter had described. "They seemed to be giving Diamond a bit of a rough time, if I recall..." Rarity's eyes widened.

"Who is it? Princess Celestia? Is Twilight coming with the others to rescue me?" Filthy Rich shook his head.

"No, no, I believe she said it was your little sister and.... I believe she said she was accompanied by a young dragon?" Rarity's heart sank a little bit. She knew exactly who he was talking about. Not that it was necessarily a bad thing, but she would have much preferred if the Princesses were coming to her rescue, or her best friends.

"Well, lucky for me, I have lots of faith in Sweetie Belle and Spike! I am quite certain that they'll be able to save me!" Of course, she wasn't certain at all, but she wasn't about to let him know that. He chuckled.

"Very well. We'll see about that, won't we dear?" Rarity glared at him again.

"You know, I am a Unicorn you know? I could overtake you with magic whenever I wanted and just get out of here now." He laughed at her threat.

"Oh really? And overtake the guards, too? I highly doubt that." She gulped, knowing he was probably right. Of course, she was taking his word that there were even guards out there. She turned her back on him.

"You have my permission to leave, now. I request not to speak to you any longer." Filthy Rich raised an eyebrow at her.

"You're a bit too confident in the others coming to your rescue, aren't you? Well, you just keep believing that you'll be safe and sound back in Ponyville then, dear. It's only a matter of time until they falter and help us find the remaining Elements instead of getting them for themselves. They will fail." After not receiving response from Rarity, Filthy Rich turned and opened the door, exiting the room. Rarity turned to see the door shut itself quickly.

Now with a major headache, she tossed and turned on the bed. She had no concept of what time it was or even what day it was, still not knowing how long she had been passed out in the room. Nevertheless, she finally managed to get herself to fall into a harsh sleep, dreaming about her friends successfully coming to her rescue.

Morning wasn't that much easier for her either. She ate her breakfast, which was the same as the meal she had the previous night. After forcing herself to eat, she heard a noise behind her and realized the wall had slid open to reveal another room.

She entered the new room to find that it was a bathroom with a plain interior. Thinking of how relaxing a bath sounded, she began to draw one up for herself.

She tried to relax herself in the bath, but it was becoming increasingly difficult. Her headache still hadn't left her from the previous day and thinking still seemed almost impossible. Her thoughts were only on Sweetie Belle and Spike, hoping that they could somehow, by a stroke of luck, manage to come to her rescue. Feeling helpless, she held her face in her hooves and began to cry.

Chapter Eight: Apple Family Dilemma

Chapter Eight: Apple Family Dilemma

After returning to town, Spike, Sweetie Belle, and Fluttershy took a small rest back at Cheerilee's, sadly reporting back that they hadn't found any of the other Elements, but instead had run into some trouble.

"Diamond Tiara.... I never thought I'd see the day when one of my..... less considerate students actually turned out to be bad! It makes me wonder if I didn't succeed as a teacher." Twilight Sparkle attempted to console her disheartened friend.

"Don't worry, it's not your fault. If anything, things like that are at the fault of bad parenting, which definitely seems to be the case here. I'm sure she wouldn't have truly turned out this way otherwise!" Cheerilee forced a smile for her friend. Spike and Sweetie Belle began examining the map again.

"Look, Applejack's location moved again!" Spike pointed out. "Is it back in Rogueport?" Sweetie Belle nodded.

"It looks like the area on the other side of Rogueport. Some of the Apple family are running a business over there and I think that Applejack and Granny Smith came up here to help with it. We should head over there next since they're in town." Spike nodded.

"Ready to go, Fluttershy?" The Pegasus nodded.

"Good luck, guys! Remember to come back!" Twilight told them. The three bid their farewells as they headed out into the city of Rogueport.

Fluttershy, never really being in Rogueport before, was very uncomfortable with its criminal atmosphere.

"Just stay close and hide your possessions from plain sight." Sweetie Belle had told her. She appeared to be more frightened than the younger ones as they navigated through the dirty streets.

The far west side of the town only seemed to be in a slightly better condition than the side Cheerilee resided in. There were more shops here- although the legality of said shops was still questionable- and less trash littered the walkways. Before too long, they reached the building in which Sweetie Belle claimed the Apple family worked in. They gingerly opened the door and walked inside.

The building was fairly clean and orderly compared to the rest of the city. The front room was nearly bare, though, and they couldn't find any ponies either. Spike pointed out a staircase, which they began ascending. As they did so, they began to hear voices.

"...ah told you they was no good! But you just don't listen, dontcha? You can never trust a feller like that! They's just trying to fool ya with them's good looks, ya hear?"

"But Granny, they have stuff that we could really use! Dontcha see that this business is only gonna go further downhill unless we update our supplies? Ah know we said that homemade is better, but ah think we're running outa options! They called us here for help and that's what ah'm tryin' to do!"

Spike definitely recognized the southern twang of Applejack and her grandmother. He approached the two quietly, but was immediately pointed out.

"Intruder! Intruder! Get 'im, Applejack! He's probably a spy sent by those two!!" Applejack rolled her eyes.

"Calm down, Granny, it's just Spike! He's from Ponyville, remember?" She fixated a pair of glasses and eyed Spike beadily.

"Ahh, who am I to know who this 'Spike' character is? Phooey, if you know him, ah guess that's good enough for me." Applejack walked over to the three and ushered them downstairs.

"Spike, Sweetie Belle, Fluttershy? What are all y'all doin' here in Rogueport?" Spike scratched the back of his head.

"Well, that part is a long story, but we're in a rush here. Applejack... we need your Element of Honesty." Applejack blinked.

"Well what in the hay do you need that for?" Sweetie Belle stepped in.

"Rarity's in trouble and we're gathering the Elements of Harmony to save her!" Applejack stared at her, unsure if she was speaking the truth. Sweetie Belle was already getting impatient. "I'm serious!"

"Um, it's true.... we really do need your help, Applejack." Fluttershy added. Applejack scratched her head.

"Listen... that's fine then, if y'all really do need it, but I'm in a bit of a pickle here dealin' with Granny Smith, so I'm a bit busy..... just gimme a few minutes, alrighty?" Spike and Sweetie Belle frowned as Applejack trotted nervously in place, obviously wanting to return to her business.

"Um, Applejack, what if we help you with your problem? Could we help you at all? I mean, if that's ok, I'd love to help you with any problems." Fluttershy asked timidly. Applejack straightened her hat.

"Well, maybe there IS one thing you could do for me sugarcube.... Think you could go get me a little somethin' from the other side of town?" Spike groaned, considering they had just come from there, but Fluttershy nodded.

"What do you need?"

"Well, they'll know what to give ya when you get there..... hold on, let me write down the address real quick."

After another hike through the streets of Rogueport, Spike began to question why Fluttershy wasn't flying them places. Sweetie Belle pointed out that the two of them would probably be too heavy for her and he went quiet again.

The building appeared to be a bit shady, but it was the address Applejack had provided. Spike knocked on the door, which after a moment opened just a crack.

"Hm? Who are you? What do you want?"

"Uhh, I'm here for Applejack... she said you had something she wanted?" After another moment and some undoing of locks, the door opened.

"Come in, quickly now."

The three walked in to find themselves in a large room which seemed to be partly a kitchen and partly a mechanics room. Machine parts lay scattered on the floor so as the three had to be careful as they walked across the room.

"Now, how are we to be sure that you truly were sent by that apple mare?"

"Yes, who's to say that you aren't just after our machine?"

"Yes, yes, agreed. Did you bring the money?" Spike reached into Sweetie Belle's bag and pulled out a small sack filled with bits.

"Here you go." he said, holding the bag out. Flim picked up the bag with his magic and sliced it open above a table, the coins spilling out. Flam counted them carefully.

"Hmmm, just the right amount. It's what we agreed on!" he reported to his brother.

"Yes, good. Did she specify how she wants it delivered?" Spike pulled out the paper that had the address written on it, passing it to Flim.

"This is all she gave me." The two read over the note carefully. Flim handed it back to Spike.

"Alright, that should do then. We shall bring over the parts and set up the machine tonight. Please, give the lady our best regards, we ensure her that she won't be let down!" The brothers bowed beside each other.

"Tonight? Ah, why would I even ask for such a thing! They're probably takin' mah money and runnin' off with it! Gosh darn it, ah shouldn't have done somethin' like that, Granny Smith's gonna be furious!" She tossed down her hat in frustration. Sweetie Belle and Spike stood awkwardly together, unsure of what to do.

"Oh, don't worry, Applejack, I'm sure they'll bring what they promised! They seemed like nice guys to me...." Applejack grimaced, hoping her Fluttershy was right.

"Well, either way, Granny Smith ain't going to be happy when she learns 'bout what's up. Ah better prepare her... somehow."

"But wait, what about the-" Applejack had already run back upstairs before Spike could finish inquiring her about borrowing her Element. He grumbled as he clenched his fists.

"Don't worry, Spike... I'm sure she'll give us the Element eventually... she's just busy." Spike frowned. "We'll just have to wait here until this whole ordeal is over, it seems." She sighed, realizing the situation. It seemed as though finding the Elements was going to be harder than they had thought.

The time was nearing midnight and there had still been no sign of the Flim Flam brothers. Applejack was pacing outside of the building, the other three sitting on the steps. Granny Smith had already gone to bed.

"Gosh darn it, ah knew ah was a fool! Ah should've never of done that!" She sat down in the middle of the road pouting. Fluttershy went to her side to comfort her once again. Just then, they heard the sounds of a clacking machine coming up the road. Applejack peered down to see two figures walking alongside of a machine.

"We're here, just like we promised, milady!"

"Yes yes! We're good stallions who always keep our word!" Applejack's face lit up.

"Thank goodness! Ah was startin' to get a bit worried!" She went over to the machine, which was covered by a sheet, and peered underneath. "Can we test it out?" Flim pulled out an apple from his bag and pulled off the machine's cover.

"Would you like to do the honors?" Flim asked, pointing to the lever. She flipped the switch as Flim tossed the apple into the shoot.

"So it really will work without Unicorn magic?" Applejack asked. Flam nodded.

"One-hundred percent, it works perfectly!" He pulled a mug from his own bag and positioned it over the spout of the machine. Within a few seconds, cider began pouring out. Applejack cheered.

"Ah hafta thank ya kindly, fellas! You're a real life saver!" They smiled modestly at her.

"No problem, ma'am, we do hope that you-" The door swung open suddenly, revealing a very grumpy looking mare.

"Just what in tarnation is goin' on here, Applejack? You went against what ah told ya to do, now?" Applejack looked around nervous.

"Now, Granny, calm down, ah really think it'll-"

"Ah told ya not to do business with these slick city fellers! Ya just can't trust them!" Flim and Flam straightened up, getting defensive.

"Now, Granny, I do believe that we're rather trustworthy fellows if you just-"

"Aww, shut yer trap! Ah don't want to hear a word from you, ya hear?" She turned on Applejack. "And as for you! How dare you think you could pass this by an ole lady like me! Ya think you could really hide somethin' like this from me?"

"Granny, I wasn't gonna hide it! Ah was gonna talk to you about it and explain why we need it so badly!"

"An' I'm tellin' ya, we don't need it!"

"And I say we do!" The two remained in a stare down, glaring fiercely at each other. Fluttershy, though, had taken about all she could.

"Stop fighting! You're tearing yourselves apart! Stop it!" She had covered her ears and was hiding in between her front hooves. The group watched her as she collapsed onto the ground.

"Well, now look at what we've done!" Applejack yelled, pointing to her friend.

"It ain't my fault yer little friend don't like to hear us fightin'!"

"STOOOOOPPP!" Everyone went silent as Spike yelled, possibly waking up the other residents of the city. "You two need to work out your problems elsewhere because we have something bigger to deal with than that! If you don't remember clearly, we told you we need to help Rarity and we need to do that now! Either give us your Element or I'll go in there and get it myself!!" He was huffing angrily as they stared at him. Applejack walked over to him.

"Ah.... uh, sorry Spike. Ah know, your thing's probably a lot more important than the silly little argument me an' Granny are in right now..... hold on a sec, I'll go get it." She quickly ran back inside, leaving Granny Smith to stand face to face with the Flim Flam brothers, who looked rather skittish at the moment.

"Errr, Miss Smith, would you like to see how the machine works?" Flam asked. Granny Smith spat onto the ground by their feet. Flim laughed nervously.

After standing there in awkward silence for a few moments, Applejack finally returned with the Element of Honesty.

"Here ya are, Spike, take good care of it now." Spike nodded as he placed it in Sweetie Belle's bag. He then sighed as he looked over at Granny, who was still glaring.

"Please, just trust Applejack's decision, alright? She has the Element of Honesty, after all! Why shouldn't you trust her judgment?" Applejack blushed and smiled at her friend. Granny remained glaring.

"....Fine. Ah suppose this ain't for mah farm after all. We can let them use the machine." Applejack sighed in relief as Flim and Flam bowed to Granny.

"Thank you very much for your business, ma'am. I'm sure you won't be disappointed!"

"Please, enjoy!" Applejack curtsied back as they began to turn to be on their way.

"Have a safe trip, now!" She waved them on as she began pushing the machine towards the entrance. "Now, how in Equestria am I gonna get this up the steps...."

"Thanks for your Element, Applejack, we'll take good care of it, don't worry!" Sweetie Belle said confidently. Applejack nodded.

"Ah am sure you will. An' another thing... if y'all need any other help in helpin' Rarity, let me know, although I'm sure if y'all have Twilight with ya y'all will be fine." The three nodded.

"Say hi to Apple Bloom for me!" Applejack nodded to her as they began walking back to put the Element in the responsible hooves of Twilight and Cheerilee.

Chapter Nine: Glitzville

Chapter Nine: Glitzville

After returning the Element of Honesty to the responsible hooves of Twilight and Cheerilee, the group examined the map to determine where the next Element would be. Luckily they realized they were halfway there.

"Got any word from Celestia yet?" Spike asked Twilight. She solemnly shook her head.

"I haven't heard from her at all! Where does the map say my Element is?" Spike looked at it closely. It still appeared to be in the same spot it was earlier, which was the dark town of Twilight Town. Spike found it humorous that it had that name, but didn't mention that Celestia was in Twilight considering the situation. Sweetie Belle suddenly pointed elsewhere on the map.

"Do you know where that is, Cheerilee?" She had pointed to where the Element of Loyalty was located. Cheerilee nodded.

"Yes, it looks like that's in Glitzville! It's a city much like Cloudsdale, meaning it's also in the sky. There's a blimp to get you there just in town, actually!" The group cheered. "…But tickets are a bit expensive. I can pitch in some bits for about… one ticket." She left and returned with a sack of bits. When she poured them out, it appeared to be close to the amount Applejack had paid Flim and Flam. Spike gulped.

"Oh, well, I can fly there if I have to." Fluttershy pointed out. "But… I only have a few bits for Sweetie Belle's ticket." She timidly contributed some bits to the pile. Twilight reached into her bag and pulled out a small coin sack.

"Think this will be enough?" She poured the coins on the table. Cheerilee examined the pile.

"Yes… I think that should be plenty!" The group sighed in relief. "But you might want to hurry, it only takes off from Rogueport once a day!" Spike nodded and shoved the bits into a coin pouch. "It's rather close to the Apple family business. You should see signs leading to the station around there!" They thanked the two mares and quickly got on their way.

The ride to Glitzville was rather a relief compared to all the walking they had been doing on their adventures. It reminded Spike a lot of when he had ridden in the hot air balloon with Pinkie during the Running of the Leaves.

"You think Fluttershy will be able to keep up just fine?" he asked Sweetie Belle. She looked out over the edge, spotting a yellow-pink mare off in the distance beyond some clouds.

"Yeah, I'm sure she'll be fine." Spike wandered to the other side of the balloon and looked out, trying to spot the flying city of Glitzville. They had been riding for several hours now and he was hoping they were getting close. "Hey mister, are we getting close?" he asked the stallion working the machine. He sighed.

"Kid, I'd say we're about an hour and a half away. Trust me, you'll know when we're almost there." Spike sighed, sitting back down against one of the walls of the balloon.

Just as the stallion had said, it became quite obvious when the balloon was nearing Glitzville. In the distance they could spot a large floating city, not much unlike Cloudsdale. However, the city here didn't seem to be completely made up of clouds, meaning they'd be able to walk along the streets without falling through. In the center of the city they could see a large building which reminded Spike of the Cloudsdale arena. He tapped on the shoulder of the stallion.

"Mister, what building is that?" he asked.

"That would be the Glitz Pits, a stadium for ponies to challenge each other in. There's a rather large competition going on right now, which is why the price of a balloon ticket is so high." Sweetie Belle and Spike stared out at the city. They could see that Fluttershy was already waiting for them at the balloon dock.

"This city is so… big." she noted as they hopped off of the balloon.

"Yeah, it's really cool!" Spike said. Sweetie Belle looked at the map.

"Maybe a little TOO big. How are we going to find Rainbow Dash in here?"

"Rainbow Dash? You're hoping to meet up with Rainbow Dash?" A posh looking Pegasus approached them. "HA! Meeting up with the Glitz Pits Champion? Highly unlikely, darling. Even I haven't been able to meet her in person yet!" She wandered away, holding her head up high.

"Glitz Pits… Champion? Rainbow Dash?" Fluttershy and Sweetie Belle shrugged their shoulders. "Well, I guess we know where to check first then."

The Glitz Pits seemed bigger on the inside than it did on the outside. Fluttershy stayed between Spike and Sweetie Belle to make sure they didn't get separated from her, mostly because she didn't want to end up lost and alone. They headed with the crowd through a pair of large doors in the back of the large front area. Just ahead they could spot what appeared to be an arena, but couldn't tell who was in it.

"Lift me up, Fluttershy!" Spike said, hopping up onto her back. He looked over the crowd to the arena where he spotted two ponies in combat, one of them Rainbow Dash.

"Do you see anything?" Sweetie asked him.

"Yeah, there she is!" he replied. "Rainbow Dash! Rainbow Dash! Over here!" With as much screaming as there was going on, there was no way anyone could hear him in the crowd. Suddenly, he was pulled off of Fluttershy's back.

"Nice try, kid, but it doesn't work that way around here! Come on, time to get out!" Him and Fluttershy were swiftly pulled from the crowd, Sweetie Belle attempting to follow them out. The two were being pushed towards the exit when a sudden crowd started walking by, accompanied with the flashing of cameras.

"Spitfire! Spitfire! What do you have to say about the match that's going on with the Champion in there?"

"That kid's got no chance! I've faced RD myself and let me just tell you, she doesn't go easy on anyone." The mare smiled for the cameras, then looked over to where the group was, the guards having to stop to let the paparazzi pass by. Spitfire's face suddenly lit up. "Hey, I remember you! You were helping Ponyville with that hurricane when I came to supervise!"

Fluttershy looked around nervously as many eyes were suddenly on her.

"Who, me? O-oh, right, I was there! Haha…" The paparazzi began to snap a few pictures of her, which caused her to hide her face. The guards released her and Spike.

"Sorry, miss Spitfire, we didn't know that you knew these guys…"

"Nah, it's no problem. Come on, guys, let me lead you to the back of the building, I can let you meet up with RD after the match!" The paparazzi continued to take photographs as they followed Spitfire through a pair of doors marked 'Contestants and Employees Only'.

"How long had Rainbow Dash been here?" Spike asked, puzzled.

"RD? She's only been here for a few months but she got to the top quicker than anypony I've ever seen!" Spike racked his brain, trying to recollect when Rainbow Dash said she was going to be leaving Ponyville to travel elsewhere. Soon the four were nearing some locker rooms.

"Hey, Spitfire, you need anything? You're on in about half an hour!" Sweetie Belle's mouth gaped open.

"Scootaloo? What are you doing here?"

"Sweetie Belle?" The two friends suddenly tackled each other in a playful hug.

"Why are you in Glitzville?" Scootaloo laughed and pushed off her friend.

"I heard Rainbow Dash was coming here so I decided to tag along and managed to get a job here!" She scratched her head. "Sure, it's bringing towels and drinks to sweaty ponies, but who cares! I get to hang out with Rainbow Dash!" She cleared her throat and turned to Spitfire. "Sorry, did you need anything?" Spitfire laughed and ruffled her hair.

"Not now, squirt. You're all good." Scootaloo nodded.

"I better be on my way, then, but come see me later after the stadium closes, alright?" Sweetie Belle nodded and the young filly trotted off.

"Boy, just all sorts of ponies you guys know here, huh?" Spike nodded.

"Yeah, I guess so!" Spitfire continued walking.

"We don't really need to check out the locker rooms… unless you enjoy seeing a bunch of ponies taking showers." She giggled as Fluttershy's face turned bright red. "And if we keep going this way, I can show you a better view of the arena!" She led them to the end of a hallway and opened the door which led to the inside of the arena. Sneaking along the wall, they reached a spot where the four could get a great view of the competition.

Rainbow Dash currently had her opponent, a young stallion Pegasus, in a headlock. The referee was counting down the seconds.

"…Aaaand Rainbow Dash wins!" The crowd began cheering madly, including three from the group. Fluttershy, though, had gone quiet.

"It's… Iron Will!" she shrieked as she stared at the referee.

"Hmm? Yeah, he's the big boss around here. Mostly does referee stuff for show but he does a heck of a lot more behind the scenes, too." Spitfire told her. Fluttershy cowered back. The battle being finished, the stallion trotted off stage with a disappointed look. Rainbow Dash, though, basked in the glory as she showed off for the crowd who was cheering wildly. When she had finished, the crowd was being ushered out of the doors by security guards and she was trotting off stage towards them.

"Nothing like getting the applause of the fans, eh Spitfire?" she said when the mare walked up to her.

"Sure, but that happens every day for you. How about something new, like this?" She motioned back to the three who were standing by the wall, waving to her.

"Fluttershy? Spike? Rarity's sister?" Sweetie Belle frowned, but the other two ran up to greet her with a hug. "What are you guys doing here?"

"We came to see you, of course!" Fluttershy said, beaming.

"Yes, but what we really need it something from you to help Rarity." Spike added.

"Rarity? What's wrong with her? Her cat got stuck in a tree again and she needs my help?" She giggled, but Fluttershy frowned sadly. "It's more serious than that."

"Rarity is trapped and we need the Elements of Harmony to save her." Spike told the mare. Rainbow Dash was taken aback.

"Are you… serious, Spike? Are you joking with me?" Spike shook his head.

"Not joking. We really do need your help." Rainbow Dash furrowed her brow.

"Jeez, yeah, I'll bring my Element with you guys wherever you need."

"Rainbow Dash, wonderful performance out there! One of your best yet!" The mare turned to grin at Iron Will, who had come up behind them.

"Aww, you say that every time! They can't all be the best, Will!"

"Nonsense! The constant increase in ticket sales says otherwise!" She laughed and turned to the others.

"Will, meet my friends from Ponyville! Spike, Fluttershy, and…"

"Sweetie Belle. It's Sweetie Belle."

"Right, yeah, Rarity's sister. Anyways-"

"Hey, I recognize you." Iron Will said, pointing at Fluttershy. She froze in shock.

"W-who, me? No you don't, I've never met you!"

"Yeah I have! You attended my seminar!" She trembled with fear. "I think you were one of the greatest success storied I've ever had!" Fluttershy opened her eyes, staring at the Minotaur.

"…Really? Are you sure?" He nodded at her. Fluttershy let out a sigh, releasing the tension. "Oh, thank goodness! I thought you would hate me for what I said! I became such a monster back then!" Rainbow Dash gave Spike a confused look, but he had no idea what she was talking about.

"Sooo… you guys took a tour of the Glitz Pits yet?" Rainbow Dash asked the three. They nodded.

"Yeah, I gave them a bit of a tour around the place." Spitfire added. She turned to Iron Will. "You should get them some backstage passes so they can come whenever they like!" Rainbow Dash nodded in agreement.

"Hmm, I'll think about it…" he said, then began laughing along with Spitfire and Rainbow Dash. "Sure, sure, just have them come to my office and I can get all three of them passes."

"Oh! Speaking of your office, I need to have a little chat with you later." Iron Will raised an eyebrow at Rainbow Dash.

"Oh?"

"Yeah, it's kind of important… think we could do it before Spitfire's match?" He sighed.

"I guess that's alright… but only for you, Dash." She smiled.

"Thanks, Will. Come on, guys, I can get you some passes and then you can go explore the rest of Glitzville and come back later, alright?" They all agreed and followed Rainbow Dash and Iron Will back into the hallways of the backstage Glitz Pits. Rainbow Dash fell a bit behind to speak to Fluttershy. "And don't worry about the Element thing. I'll talk to the big guy and we can get out of here to save Rarity's flank as soon as possible! Until then, make sure you enjoy yourselves; this is a city to see!"

Chapter Ten: The Glitz Pits

Chapter Ten: The Glitz Pits

Rainbow Dash kicked back in the chair of Iron Will's office, stretching out after the competition.

"So, Dash, what is it you wanted to ask me?" Iron Will asked, sitting down at his desk.

"Well, Will, it turns out my little Ponyville friends are here because one of my other friends from back home is in trouble. Honestly, she probably gets into stuff like this more than any of us from back home. But really, they need my help so I wanted to tell you that I'm going to head back with them for a while and-"

"No, I don't think so, Dash. You can't leave the Arena." The Pegasus looked up, a bit startled.

"What do you mean?" She laughed a little. "Oh, I get it, you're just joking around. It's not like I'll be gone forever, just about a week while I help them get things sorted out!" Iron Will kept his cold, hard stare. "Come on, you can give up the act now!"

"Dash, you can't leave the Arena. You're under contract. You can't leave Glitzville at all!" Rainbow Dash laughed a bit again, but it faltered out as his expression remained.

"Heh, you can't be serious, right? I mean, you guys can't just keep me here forever. I'm Rainbow Dash! No one can restrain me!" He kept his glare on her.

"I'm serious, Dash. No leaving. You'll just have to tell your friends that you have to stay here." Rainbow Dash sighed.

"Fine, I'll go talk to them." she grumbled.

"What do you mean you can't leave this place?" Spike asked furiously. "They can't do that!"

"Well, apparently, they can and they will." Rainbow Dash pouted. "But hey… I can still give you the Element of Loyalty. Come with me and check out my pad!"

The room Rainbow Dash was staying in was located in the Glitz Pits building. Everything was gold-themed and extremely plush. Trophies and photos of Rainbow Dash were hung along the walls.

"Alright, give me a sec and I'll get the Element for you guys." She crawled underneath of her bed and pulled out a box.

"You keep the Element under your bed??" Sweetie Belle asked. Rainbow Dash rolled her eyes.

"Hey, I don't tell you how to run your life!" she said in annoyance. She opened the box to reveal the Element of Loyalty. "Alright, you guys are going to return this eventually, right?" Spike nodded his head.

"Oh, don't worry, Rainbow Dash. I'll be sure it gets back to you as soon as we're done using it!" Fluttershy told her reassuringly. Just then, there was a knock at the door.

"Hey Rainbow Dash, Iron Will wants you to the arena immediately!" Scootaloo was at the door, waiting outside.

"What? Again?" She groaned in annoyance. "I'll be right there…" As she left, Fluttershy watched with a concerned look.

"Poor Rainbow Dash, they can't just keep her here!" She stood poised. "We have to help her!" Scootaloo looked over at them.

"What do you mean help her? She seems fine to me." Sweetie Belle shook her head.

"Apparently, they're forcing her to stay here and not letting her leave to go back home." Scootaloo furrowed her brow. "Want to help us get her home?" Scootaloo shrugged her shoulders.

"Yeah, I guess. I'm kind of getting bored of this place anyways." Sweetie Belle smiled.

"Great! You can help us get around the place, too!" Scootaloo nodded as they left the room. As they were walking down the hall, they ran into Spitfire, who wore a concerned expression.

"Spitfire? Aren't you supposed to be in the Arena?" She looked up, as if snapping out of a trance.

"H-huh? Oh, yeah, squirt. But Will decided he wanted to have RD show off for the paparazzi again so my fight was delayed." Spike tapped his chin.

"Hey wait… if some of the Wonderbolts are here, where's that other guy? Soarin?" Spitfire's eyes went wide, but she quickly changed her expression back to normal.

"Oh. Yeah, he was here for a little bit. He decided to leave this place though and hasn't been back." She looked like she was becoming nervous. Sweetie Belle noticed she had started trembling slightly. "Yeah, he said he was too cool for this place. He would rather be racing in Cloudsdale than fighting it out in here." She forced a smile. The fillies looked at her quizzically.

"Oh… well, is Iron Will out in the Arena or do you think we could talk to him?"

"The big man? I think he's just watching from the side. The paparazzi run should be over soon, though, so you don't have much to worry about." She half smiled at the group. "I'm gonna go for a little bit… I'll see you guys later, 'k?" She hurried off down the hall. The fillies watched her go, wondering what had been the problem.

"Hmm, well, let's just go see if we can talk some sense into that Minotaur guy." Spike said, leading the way back into the large Arena.

"So, you see our problem then, right big guy?" Spike nudged Iron Will with his elbow. "We can't just use the Elements of Harmony without the holder of the Elements, right? Besides, she's the Element of Loyalty! She has to be there to help her friends in need!" Iron Will scratched his chin in thought. He turned down to look at the tiny dragon.

"Yeah, I don't think so, kid. This mare's popular around here and she's making me some big bits. I can't afford to lose out on a deal as sweet as this. You have to look at this from my point of view." Spike glared.

"Well, you can't just keep her here forever! Even if you say she can't, what if she tries to leave herself?" Iron Will leaned down to give him a had stare.

"You don't want to know what happened to the last Pegasus who tried to leave this place, kid." Spike gulped and stepped backwards.

"S-sorry for wasting your time, sir." He hurried back to the other three, sighing. "Sorry, guys, I couldn't get him to listen to me." He looked back at the stage where Rainbow Dash was posing for her friends. He swore her smiles looked too forced to be coming from the real Rainbow Dash.

"We've just got to help her, though! She can't just stay here forever!" Fluttershy cried out. Scootaloo raised her hoof.

"Wait! Why don't we get Spitfire to help us? She's been here longer than Rainbow Dash, maybe she'll know some things!" The other three nodded in agreement. "I know where her room is, but I don't have access… we're going to have to be sneaky, ponies and Spike."

Scootaloo's version of 'sneaky' happened to be her, Sweetie Belle, and Spike sneaking through the vents above Spitfire's room. Finally, Scootaloo stopped them near a vent that overlooked the inside of her room. When they reached it, they heard a muffled crying noise.

"What's going on?" Spike asked, being in the back of the line.

"I think… Spitfire's crying?" Scootaloo whispered back. She and Sweetie Belle scrunched together in the tight space.

"Hey, guys, let me get in there!" Spike cried, trying to push in between them. He pushed a little too far, though, and ended them pushing them into the ventilation grate. With a pop, it fell out and landed with a thud in Spitfire's room. She abruptly looked up at them.

"Who's there? What are you doing?" The fillies and Spike, losing their balance, toppled out of the vent and crashed in a heap on Spitfire's floor. "Scootaloo? What are you doing in here! I should report you to security right now and have you-"

"Spitfire, stop! Wait! We need your help!" The mare's glare faded out. "Iron Will is trying to keep Rainbow Dash here and we need to convince him to let her go!" Spitfire stood silent for a moment before beginning to tear up again.

"I know. We have to stop him. We have to stop that monster." She sat down on a floor. "But… I can't do it alone. I just can't. Not after what happened…" She began crying again. Scootaloo ran up to comfort her.

"We can help you, Spitfire. We can help all of us. Don't worry, it's alright." She stroked the sobbing mare's mane. She sniffled and wiped her eyes.

"No, you're right. We have to stop him. Let's go now… before it's too late, we have to stop him before she does anything reckless." She stood up. "Let's go."

Without questioning what Spitfire was talking about, the three young ones followed her out back into the main hallway. Fluttershy was waiting at the ventilation grate they had entered earlier.

"She's going to help us, then?" she asked Spike in a whisper.

"Yeah… she said some other stuff too, but she's going to help us." Fluttershy nodded as Spitfire opened the door to the Arena. Luckily, the paparazzi had left and Rainbow Dash was resting on stage, Iron Will standing beside her with a towel.

"Iron Will!" He turned to see Spitfire storming onto the stage. "It's time your tyranny of Glitz Pits has come to an end! The madness stops now!" He stared at her and laughed.

"What in Equestria are you talking about, darling? Haven't got enough water today?" Rainbow Dash chuckled slightly to the side.

"You know very well what I'm referring too, Iron Will. Don't you dare think I've forgotten for a second about what you did to Soarin." His expression changed drastically. Rainbow Dash's face morphed in confusion.

"What do you mean? Didn't you say Soarin left…" She turned to Iron Will. "Wait, you mean Soarin got to leave and I don't? What's up with that?" Iron Will glared at Spitfire.

"You've said too much, mare. I don't think you realize what you've done." He stood up from his chair, fire blazing in his eyes. Angrily, he picked up the chair and hurled it at the shocked Pegasus.

"Spitfire, no!" Rainbow Dash cried out, a bit too late. She was hit full force and knocked to the ground. Scootaloo ran over to her to find her unconscious.

"How could you do that to Spitfire?" the filly asked angrily. Rainbow Dash walked in front of him.

"What did you do to Soarin??" she demanded. He turned to Rainbow Dash.

"That's information you don't need to know, Dash. I recommend now you go back to your room and pretend you never saw this." She glared and pawed at the ground.

"I don’t think so, Will." She charged at him, hitting him with her side at full force. He stumbled slightly.

"Come on, Dash, just because you're the Champion doesn't mean you think you can actually defeat me, right?" Pulling back an arm, he launched a fist at the mare's head, knocking her to the other side of the arena. She struggled to lift herself up.

"Dash!" Scootaloo cried, still next to Spitfire. She glared wildly at Iron Will. "How dare you mess with them! You can't do that!" The minotaur laughed.

"Yeah? And what are you going to do about it, pipsqueak?" She glared at him, but wondered if there truly was anything she could do. She looked over at Sweetie Belle and Spike.

"Sweetie Belle… what do we…" As she struggled to keep herself calm, Fluttershy's anger had built up to the extreme. She stomped her way up to Iron Will.

"You… hurt… my… FRIENDS!" She glared at him with her trademark stare, making him flinch. "How DARE you!" She turned around and gave him a powerful hind kick, knocking him into the wall of the arena stage. He clutched his stomach as she walked over to him. "Do you promise to be nice and let my friends go?" she asked harshly. He struggled to look up at her.

"…Fine, I promise to let them go."

"And what did you do to Soarin?"

"Soarin is… he's being kept underneath the Glitz Pits…" He pointed to an area on the other side of the stage. "There's a secret door… over there." Spike hopped up onto the stage and felt around on the floor, finally finding an area which moved. He pointed down.

"There's a tunnel down here!" Iron Will coughed as he passed out due to Fluttershy's blow.

The Glitzville police arrived quickly, taking accounts of the stories all the witnesses had shared. Iron Will was taken away by the Glitzville police while Soarin was recovered, scruffy but not starved. After he and Spitfire reunited, they turned to Fluttershy.

"Thanks for the help, kid. We really owe you one." She smiled warmly at them.

"Oh, it was nothing. I'm only glad that I could help."

"Nonsense! You saved my skin!" Soarin said, shaking her shoulder playfully. Rainbow Dash scratched her head and walked up.

"Yeah, you really saved our flanks back there, Fluttershy. That was pretty awesome." She laughed a bit. "But… now I'm gonna have to stay behind to take care of the Glitz Pits for a little bit now that Iron Will is gone. So much for getting time off to go help out!" She sighed. "I know I really should help, but I know you guys will be able to manage. Do your best to help out little Princess Rarity, alright?" The group nodded. Scootaloo turned to Sweetie Belle.

"Hey, you think I could still tag along with you guys? I wouldn't mind heading back, even if hanging out with Rainbow Dash and the Wonderbolts is really cool." Sweetie Belle nodded enthusiastically.

"Of course it's alright! We can always use more help!" The Crusaders smiled as they clapped hooves, Spike rolling his eyes at their ritual and heading towards the balloon back to Rogueport.

Chapter Eleven: Chaos and Riches

Chapter Eleven: Chaos and Riches

"Daddy! Daddy! Entertain me!"

"Not now, sweetheart. Daddy is a bit busy, do you understand?"

The Chaos Kingdom was bustling with activity, as it usually was on a day to day basis. Discord, the king and creator of the Kingdom, was busy viewing the daily lives of the other surrounding kingdoms from his crystal orb while his 'daughter', Screwball, was begging for attention. Her along with the other citizens of the Chaos Kingdom were merely creations made by Discord, so to speak, they were all his children. However, Screwball was the one who stood by him as he made decisions for the land.

"But Daaaad, I'm really bored! There's nothing to do!" Discord looked at her, then made appear in front of her a simple yo-yo.

"Here. Go use this outside on some of the other ponies. It'll wrap them up in the string, it's endless, you'll see." He quickly returned to viewing the crystal orb. Screwball took the yo-yo and looked at it, attempting to fasten it over her hoof.

"Daaaddddyyyy it's too small for me! Ponies can't use yo-yos!" Discord covered his ears as her voice pierced his eardrums.

"If you want to do something, why don't you help Daddy a little?" The mare's face lit up, her eyes stuck in an ever constant swirling motion.

"What can I do for ya, Daddy?" she asked enthusiastically. Discord thought for a moment.

"Here, uhh…" He quickly conjured an umbrella with the top folded inside-out. "Go outside and collect all the chocolate rain from the clouds, alright?" She nodded happily and took the umbrella, floating away outside. Discord sighed in relief and returned to the orb. "Now, then, let's see how my little Princesses are doing…"

Within the orb lay a vision of a town laying in ruins. Ponies were either fleeing the town or trapped, locked up in their own homes. The town was dark, and although that was a feature the town usually possessed, the lack of visible life made it all the more fitting. Discord watched as three ponies patrolled the town, eyes a swirl of color.

"Perfect! Just perfect!" He laughed maniacally as he viewed his plan unfolding quite well. "Oh, Celestia, if only you could see yourself now. Maybe I should have a picture taken, hmm?" He laughed again. "I'm sure Equestria is having a wonderful time trying to cope without the sun and the moon! Not to mention, nopony knows where their precious Princesses even are!" With a flick of his wrist, the vision inside of the orb changed to a view of Canterlot where ponies were running amuck. "And the Unicorns have all gathered to use their magic and control night and day meaning Shining Armor can't come after his precious wife! Ha!" Discord leaned back on nothing, conjuring and sipping from a glass of punch. "Just precious!"

"Daddy! This is harder than I thought, can I do something else?" Screwball came up suddenly beside Discord, startling him and causing him to crash into the pedestal holding the orb. "Whoops!" Discord frantically grabbed for the orb, catching it just before it crashed into the marble floor. He sighed and put the orb back, then turned to his daughter.

"Sweetie, you can't just do things like that! Do you know how precious this orb is?" He rubbed a smudge he had gotten on the crystal. "I stole it directly from the Canterlot library!" Screwball looked down, disappointed in her scolding. She suddenly pointed to the orb.

"Daddy, look! It's that mean mare who hurt you before!" He looked over to see Twilight Sparkle, the familiar Unicorn who had banished him from Ponyville with the Elements of Harmony. To his surprise, she had in possession with her four of the Elements.

"Twilight? Impossible! What is she doing outside of Equestria?" He looked closely, noticing her dragon, Spike, holding something which appeared to be on a map. "Oh? Did they lose the Elements of Harmony?" He scratched his chin. "Hmmm… but could that mean that Twilight knows about what I've done to Celestia?" He slammed his taloned fist into his hand, turning back to Screwball. "Screwball! We have an assignment to work on!" She put a hoof to her forehead, standing at attention.

"Yes, sir! Screwball, reporting for duty!" Discord pointed at Twilight Sparkle and Spike.

"We need to stop those meddling fools to get a hold of the Elements of Harmony, alright? Specifically, the Element of Magic, which is currently being held by Princess Celestia. Now, normally, I don't think this would be a problem, but I'm going to be calling backup on this, alright? You know who to call." The mare nodded her head, a serious expression on her face.

"Roger that, Daddy! I'm on it!" Before she left the room, she stopped and turned to him. "Um, who would that be exactly?" He slapped his face.

"Ugh, never mind, I'll just do it myself." Saddened, she floated over to him as he had turned back to his crystal ball.

"Daddy! I still want to help!" Angered he turned around.

"Sweetheart, Daddy doesn't need your help right now!" Screwball, looking as though she was about to cry, picked up the crystal ball. Discord lunged for it, grabbing a hold and ending up in a tug of war with his daughter. Eventually, he got the orb back and set it in its rightful place.

"You're going to be in serious trouble after I-"

"…and I heard she got another one of the Elements in Glitzville! Daddy, we have to stop her before she gets all of them!"

"Now, now, dear. Daddy will make sure that they don't get all of the Elements of Harmony. Even if they do, we just make sure to take them back before they can make any use of them, alright?" Discord returned his focus to the crystal, his interest heightened.

"That's great, Daddy, but how do we know where they're going next?"

"Why, we've already sent Silver Spoon to scout, darling. She was able to report back the locations of four of the Elements and since they already have three of those, we know for sure where we go next in order to ambush them! In fact, I've already sent fifty stallions to guard outside of Twilight Town!"

The image in the crystal faded. Discord hugged his daughter, laughing merrily.

"For once, your little mistake was able to make things work out for all of us! Now I just have to make sure these new guys don't get a hold of the Elements before I do and I can quickly gain complete control over Canterlot and Equestria!" He laughed and spun her around. "Now, then, it's time to give a call to a little friend of mine…"

Rarity woke up from a troubled sleep in the dead of night, drenched in a cold sweat. She looked around, finding that the room was still dark. Feeling sick, she went into the bathroom to splash water into her face.

"Calm down, Rarity, they only need more time. They're still coming to your rescue! Nopony forgot about you! Don't kid yourself!" She laughed hysterically as she looked at her reflection in the mirror. "Just look at yourself, darling, you're worrying yourself sick! Have you seen your mane lately?" She frowned as she brushed a hoof through a frazzled curl. "Oh, my, you really are letting yourself go. Calm down, Rarity, everything will be alright."

Suddenly, the lights of her cell flashed on, startling her. Right on cue, the breakfast tray came through the slot. Rarity pounced on it maliciously, beginning to devour the food with no use of manners. As soon as she realized what she was doing, she wiped off her face, embarrassed, and began sobbing into her pillow.

"Just what kind of pony have I become?"

"Rarity, my dear, have you really fallen apart so quickly?" She jolted her head up and turned to the door to find Filthy Rich standing in her room. She hadn't talked to him since she had first come to in her prison.

"Just how much longer are you going to keep me here?" she sobbed in anguish. The stallion smiled back at her.

"Only until your little sister released that precious little Element she's holding. Along with the other three she seems to have managed to get along the way." Rarity sat up, startled by the unexpected news.

"They already have four of the Elements of Harmony?" She teared up a little, thinking of her to be heroes. "Sweetie Belle… my little Spikey-Wikey…" She bunched up the pillow in between her hooves. "They will stop you, Filthy Rich! You can't win this!" He laughed confidently.

"Oh, now, dear, you can't possibly think that! Sure, they seem to be doing fairly well, but you don't think I have some sort of plan as how to stop them?" Rarity's expression faded. "Of course, I'm going to stop them. In fact, they're really only helping me get closer to my goal by giving me most of the remaining Elements when I do capture them!" Rarity gulped.

"B-but then you will just let me go, right?" Filthy Rich smiled kindly, but there was evil lurking in his eyes.

"You're a much more important factor in this than you realize, Rarity. There's so much you don't know, so much I can't tell you." She glared at him, but was scared on the inside.

"You're a monster, Filthy Rich. There's no way you can win this with my friends trying to help me. I've learned from them that friendship and love can overcome anything, you need to know that. You. Will. Fail." Filthy Rich walked up to Rarity, putting his face up to hers, smiling.

"You don't seem so sure about that, Rarity. I could tell from a mile away that you don't seem completely confident in your friends abilities. Is that true, Rarity?" After not responding, he stepped away. "That's what I thought. I'll leave you to your room, now, I don't want to keep you preoccupied. Good day, Miss Rarity. I'm sure we'll speak again soon."

After Filthy Rich left the room, Rarity paced the floor, trying to keep composed.

"Of course they're going to be ok! I'm sure they will have some sort of plan as to how to get around them… besides that, Spike and Sweetie Belle can't possibly be alone, can they?" She shook her head. "Nonsense! Celestia couldn't possibly be ignoring the situation… I'm sure they're working on it right now! Yes!" She took a breath, trying to calm herself down. "Besides that, he could have easily been lying. Criminals do that, right? Of course! All the time! He was bound to be lying just to make me lose hope! Ha! It's not going to work! I believe in my friends, and they're going to rescue me!"

By now, Rarity was standing on the bed triumphantly, feeling quite confident in her friends abilities. She looked down, realizing what she was doing.

"Oh… I must have gotten a bit carried away." She sat down on the bed, holding her head. "I'm so light-headed. Maybe I should lie down…"

As Rarity fell back to sleep, her dreams were still troubled. She tossed and turned, feeling hopelessly trapped in her lonely prison. When she awoke once again, her confidence had vanished and she returned to her sobbing state.

The figured paced her tower, watching the town from a distance. She frowned as she watched the chaos unfold, something she had not wanted to be a part of. A voice suddenly sounded inside of her head.

Remember when you told me you could do a little favor for me sometime? She sneered at the voice.

"Discord."

Oh, good! You do remember me then! Right, well, you know the little incident I've caused in the town rather close to you?

"That was you, was it? If I could get a hold of you, I-"

Now, now, calm down, dear. I think I know of a way where we can all benefit from this! First, though, I need your help getting rid of a few pests.

"I'm listening?"

Yes, well, you see, if you didn't notice, the Princess Celestia is among that crowd, correct? You see, as long as you keep her there under my spell, you can take her place in Canterlot!

"Continue…"

Besides that, back to the ridding of pests. I'll tell you the plan and once we're done, you can have everything your little Changeling heart has ever desired back in Equestria…

Queen Chrysalis smiled wickedly as she listened to the unveiling of Discord's ingenious plan.

"I'm in. Those pests will be gone in no time at all."

Chapter Twelve: Twilight Town

Chapter Twelve: Twilight Town

"So, Spike, what Element are you going to go after next? There are only two left, after all." Twilight stroked her chin. "Although, I suppose you should probably go ask Pinkie for her Element since she's in town and I still haven't received word from Princess Celestia." Spike sighed.

"Well, you see… we kind of already tried that. She said she wouldn't help us because I crushed this really expensive berry she had and she needs another!" Twilight stared at him in confusion.

"What are you going to do then? Try to find Princess Celestia?" Spike nodded at her.

"That's exactly what we're going to do. Give me the map, Sweetie Belle, we're going after the Princess.."

The path to Twilight Town was one hidden in the dark back alleys of Rogueport. Just as they had reached Petalburg, they traveled to the town by pipe. After finally heading through the pipe, the group of four had found themselves in a rather dark and eerily silent woods.

"Wait, wasn't it daytime when we came here?" Scootaloo asked, noting the bright crescent moon in the sky. Spike shrugged.

"Maybe it just took longer to get here than we thought." Fluttershy shivered as a breeze blew past them, shaking the bare branches of the trees.

"It reminds me of… the Everfree Forest…" she said as the looked at the dark wooded trees. Spike gulped and laughed nervously.

"Yeah, it kind of does. Except, maybe a bit emptier…" He wasn't certain if it was truly empty or not, which made the feeling much worse. They huddled closely together as they walked through the grove of dead trees on a half made path which they assumed would lead to Twilight Town.

"Why would Princess Celestia be in a place like this anyway?" Sweetie Belle asked Spike.

"I'm not sure. Twilight never told me that." What bothered him was the fact that if Princess Celestia were here, he assumed it would be daytime. By the looks of the environment and the name of the town, it seemed as though it was dark constantly.

After following the path for some time, they finally came across a rather desolate town. Spike finally found a sign, which was knocked over onto the ground.

"Yep, this is Twilight Town. I don’t even see anyone here, though, so how do we know the Princess is even here?"

"Well, maybe something happened to her…" Fluttershy said with a tone of worry. Spike bit down on his cheek. The idea of the Princess in trouble was a thought he wanted to avoid. They continued to explore the town, which was actually a surprisingly large size. Scootaloo and Sweetie Belle took note of the various pony statues scattered throughout the town.

"They remind me of the Discord statue." Scootaloo said, poking one with her hoof.

"But they look scared. Why would someone make statues like that?" Sweetie Belle asked, studying the frightened expression of the statue. Fluttershy gulped.

"…They remind me of the Cockatrice." She and the fillies shuddered, remembering the night they had almost all been turned to stone by the mystical beast.

After not finding any signs of life beside the crows perched in the trees, Spike decided to knock on the doors of one of the houses. At the first house he tried, though, he received no response. The same thing occurred with all of the houses he tried. The group began to wonder of the town had been completely abandoned.

"But, then where's the Princess?" They heard a sudden commotion coming from inside the house they were standing before. The door opened quickly, a young filly at the door.

"Get inside now, outsiders! Quickly, before they return!" The four were rushed inside as the filly locked the door and ushered them into a cellar. When the cellar door was shut, they only had the light of a few candles. They looked around to find the two other young fillies and a statue of an adult mare.

"What's going on here? Why are there so many statues everywhere? Where is everybody else?" The other two fillies shushed Spike's questioning. The first one approached him.

"I should be asking why you are here, outsider. Twilight Town isn't safe anymore. Unless you can help us, you should leave immediately." Scootaloo raised an eyebrow at the filly.

"Now, hold on, sister. You can't just make us leave after we came all the way out here! What's going on that could be so bad that everyone just stays inside all of the time?" One of the other two fillies walked in front of the other, glaring at Scootaloo.

"Three mares appeared in our town and have destroyed our way of life! Look at what they have done to our mother!" She pointed a hoof back at the statue.

"Three mares? What did they look like?" The final filly approached to answer Sweetie Belle's question.

"One appeared to be an Alicorn of the night. Another was an Alicorn of the day. The third, perhaps an Alicorn of love and heart." Spike jolted in shock.

"That sounds like the Princesses! Celestia, Luna, and Cadence!" He grabbed onto the cloak of the filly and shook her slightly. "What are they doing? How are they hurting your town?"

Before the fillies could answer, a bell sounded from aboveground. It sounded far, yet was still a clear sound. The fillies shuddered and huddled together, shaking.

"What's going on?" Fluttershy asked, shaking in fear as well.

"They will be returning soon. They always walk through the town at the strike of the bell."

"I'm surprised you were able to make it into town, outsiders. The mares always patrol the perimeters."

"No one has been able to escape the confines of our village."

Although they were trembling in fear, Spike clenched a fist in desperation.

"There's no way the Princesses can be doing anything to hurt this town! There has to be some misunderstanding!" He headed for the cellar stairs. "I'm going up."

"No, wait, outsider! You can't leave! You shall be turned to stone!" The eldest filly ran to him, holding him back. "Not only will you suffer the fate of our mother and many other ponies, but you shall reveal that we are still in hiding and they will surely come after us as well!" Spike looked at her questioningly.

"What are we supposed to do, then?" They could still hear the sound of the bells.

"Wait until fifteen minutes has passed after the final ring has sounded. By then the mares should have gone back to patrolling the perimeter and you may leave the house without revealing our existence. That is, if you truly want to leave our safety." Spike sat down on the steps.

"Fine, I'll wait. I guess that'll give us time to think of a plan, anyways." He looked over at Sweetie Belle. "Got any plans?" She groaned and rolled her eyes.

"Yeah, yeah, let me think."

The fifteen minutes had finally passed and the group had finally come to the conclusion that only Spike would go up after Fluttershy had a near breakdown, begging not to go up in the search. He went to the door and, trying to swallow his fear, exited the safety of the cellar and home to go in search of the Princesses.

Searching the edges of the dark town did put Spike a bit on edge. He tried to walk quietly, but it was nearly impossible with the number of dead leaves that were on the ground. For a while, though, he was beginning to doubt the story of the fillies. That was a thought he quickly realized was wrong.

"It seems as though another prisoner is trying to escape us, sister. But this one doesn't seem to be a pony."

"It does not matter, sister. I know that he is still in need of being done away with, just like the rest." Spike quickly turned around to find in front of him the Princesses Luna and Celestia. They stared at him with devilish grins and appeared normal for the most part, besides the fact that their eyes were only swirls of color.

"Princess Celestia! Princess Luna! What are you doing?" He was backing away slowly, knowing they were either not the true princesses or something had been done to them. "I-it's me, Spike! From Canterlot! R-remember?" The Princesses smiled.

"Finish him, sister." Luna told her sibling. Celestia's horn glowed and shot out a pink light, but Spike had already began to run away. "After him!" He quickly fled back into town, but remembered what the filly had said and ran in the opposite direction of the house. Rather quickly, though, he found himself face to face with Princess Luna once again.

"An intruder? Sister! We have found another one trying to escape!" Celestia came from behind, trapping him.

"I know, sister. I shall stop him shortly, though." Princess Cadence quickly came up behind her.

"Now, Celestia, before he tries to escape again." Spike looked questioningly at the three Princesses, becoming a bit confused by Luna's ability to stop him again so easily. He decided to try and buy time until he could come up with a plan.

"Wait! Please! Don't hurt me! D-don't you recognize who I am, Princess?" He pleaded before Celestia, who stared at him with her horn still aglow.

"No. I do not recognize you. Why should I, dragon? Dragons are disgusting beasts. Soon only Alicorns will roam and rule these lands." Her horn began glowing more vividly, but he quickly remembered his own ability. Swiftly, he picked up a stone that sat beside him and blew his fire over it, consuming it and causing the stone to disappear. Celestia watched and without warning the stone appeared over her head and dropped, knocking her momentarily senseless. Her eyes reverted to normal for a moment.

"…Spike?" His heart leapt as she seemed to recall who he was. Cadence quickly stomped up to the Princess, her eyes suddenly changing to a glowing green state.

"Don't listen to him! Turn him now, quickly! Then destroy him! He's only trying to fool you, Princess!" Celestia shook her head, her eyes reverting back to the distorted color. She started walking towards Spike again.

"P-princess, no!" She shot a second beam of light as Spike scrambled out of the way, running towards the entrance of Twilight Town. The mares galloped after him, taking flight to gain speed. As soon as he reached the front gate, he dove for the bushes near the town's sign and crawled along the village gate, hiding behind trees. He could hear the Alicorns cursing in vain as they lost sight of him. Leaning against a tree, he sighed in relief. His only option now was to wait until he could see a clear path back to the house, which he figured was unlikely.

As he rested and watched for the return of the mares, he soon spotted a shadow walking in the distance on the path leading up to Twilight Town. When the shape became fully visible, he quickly recognized it and ran out to greet them.

"Twilight! What are you doing here?" Glancing around, he quickly dragged her back into the foliage to hide from the Alicorns. "I'm glad you came, but it's really dangerous here! You can't walk around in plain sight like that!" The mare tilted her head.

"Spike, where is everypony? Has everyone gone missing? What's going on?" Spike grimaced.

"Everyone in this town has either been turned to stone or is in hiding. Fluttershy, Scootaloo, and Sweetie Belle are safe inside one of the houses with a few fillies." Twilight looked out past the bush, into the town.

"Where are they? We should head to safety if there's trouble about!" Spike shook his head.

"It's too risky right now, but they're hiding in that house with the dead flowers lining the outside." He pointed towards the house. Twilight smiled at him.

"Great! Thanks for your help, Spike! I think I'll be on my way, now." Spike looked over at her.

"What? Twilight, did you not hear what I said? It's too dangerous! You can't go!" She grinned at him menacingly. A shiver went down his spine as her eyes began to glow green.

"Oh, but I think I can, little dragon. Don't worry, though, I'll at least spare you the chance to wake up before you're turned to stone. I'd rather like to see your expression." As she spoke, the disguise melted away, revealing the black, insect-like body of a changeling. Spike froze as he looked up and stared into the eyes of Queen Chrysalis.

"It's you again!" he exclaimed. She grinned with pointed teeth.

"Good night, Spike."

With a sudden burst of green magic, Chrysalis sent Spike into a deep sleep as he fell unconscious to the ground. She immediately transformed herself into one of the crows and flew over to the house he had pointed out earlier. When she realized the skies were clear of the Alicorns, she landed on the ground and transformed herself to take on the shape of Spike. Quickly, she knocked on the door, imitating Spike's voice.

"Hey! I'm back! Let me in, quickly!" Just as she'd hoped, a young filly opened the door and ushered her inside.

"Thank goodness, you've returned. Honestly I’m surprised, but I'm sure your friends will be grateful. Do you know how to rid our village of those flying mares?" She followed the filly down into the cellar, where she spotted three familiar ponies whose faces she remembered from Canterlot. They gathered to hug her and upon release she turned to answer the question of the young filly.

"Yeah, I think I know exactly how we can get rid of those Alicorns. All you have to do is listen to my plan…"

Chapter Thirteen: Changeling Steeple

Chapter Thirteen: Changeling Steeple

After laying unconscious for some amount of time, Spike finally came too. He sat up and held his aching head.

"Wha…. Twilight?" He shook his head, looking around. He began to remember 'Twilight' transforming into their old foe, Queen Chrysalis, before he had been knocked out. He stood up and walked out of the bushes.

"Freeze, dragon!" He stopped in his tracks, forgetting that the Alicorn Princesses were still terrorizing the town. He turned to face Celestia, who was accompanied by Luna and Cadence. "You can't escape from us this time. You shall fall under our curse just as the other ponies have." He looked at the mares and, after realizing Chrysalis wasn't among them, picked up another stone and dropped it again upon Celestia's skull. Her magic faltered as she stumbled, shaking her head and reverting her eyes back to normal.

"Spike? What's going on here?" She turned to see her sister and Cadence. "Cadence? Luna? What is going on?" The other Alicorns approached her, looking angry.

"Destroy him now, Celestia!"

"If thou does not do it herself, we shall do it instead!" Beginning to comprehend the situation, Celestia's horn glowed, sending a light to the Alicorn's heads. They tried to resist the magic, but Celestia was too powerful for them and they fell to the ground. When they had come too, they're eyes were normal as well.

"W-what? What am I doing here? Where's Shining Armor?"

"Sister, what is the meaning of this?" Celestia shook her head as she approached her fellow Alicorns.

"I believe we were put underneath some sort of trance by Discord. I'm not exactly sure what is going on, but I'm sure Equestria is in a dire state right now." She looked around at the various pony statues, fearing the worst. Finally, she turned back to Spike. "I must return to Canterlot immediately. There's no time for you to explain anything, so please have Twilight send a letter of explanation as soon as possible. Cadence, you may come with me. Sister, can I trust you to aid Spike in sorting out this mess?" Luna bowed to her sister.

"As you wish, my sister. We shall do our best." Celestia nodded in return.

"Good luck. I shall try to sort out things in Equestria as best as I can, as well as figure out how Discord has managed to escape his prison." She beckoned to Cadence. "Let us go, quickly." The two unfolded their wings and headed in the direction Spike had told them to go. Luna looked at him.

"Can thou explain what is going on?" she asked him. Spike scratched his head.

"Uhh, not exactly, but you may want to do something about the statue ponies." He pointed to one near a house. "You and the Princesses… kind of made those." In shock, Luna walked up to one of the statues. She touched her horn to the stone and, in a flash, the statue disappeared, revealing a live pony.

"M-monster mare!" he cried as he fled in the opposite direction. Luna appeared hurt.

"It seems as though the events of Nightmare Night are going to happen again, does it not?" Spike forced a laugh.

"Don't worry, Princess, everything's going to be alright." He suddenly remembered his friends in the cellar. "You continue to do that, I'll be right back."

After frantic knocking on the door, he was finally allowed access by one of the fillies.

"Did you succeed in your mission?" she asked him.

"Yeah, I did! The mare's are alright now and they're going to change everypony back to normal!" The filly gave him a confused look.

"Then where are your friends?" she asked him.

"My friends? Aren't they with you?" She eyed him curiously.

"No, did you send them back here when you reached the steeple?" Spike gulped.

"The steeple? I never said I was going there." He suddenly remembered Chrysalis' ability to shape shift. "Oh no… did I come back here a while ago and get my friends to come with me?" The filly nodded. Princess Luna came up behind him, the filly looking a bit terrified.

"We have cured all of the ponies of their illness, but they have all fled inside of their homes. Have we done something wrong?" Spike stopped the filly before she could close the door.

"Hold on, there's one more." He led her inside of the house and down the cellar, where the other two sisters shrieked at the sight of Luna. Upon seeing the statue of the mare, Luna cured her of her illness as well. The fillies stopped cowering in fear.

"She's… really ok now?" Spike nodded, then pulled on Luna's wing.

"Yes, it's safe now, but we really have to go!" He led her out of the house and rushed her to the edge of town where he could spot a steeple off in the distance. "Let's go, Princess Luna, I don't know how much time we have."

As they soared across the dense forest of dead trees, Spike was hoping Chrysalis and Discord weren't working together to accomplish the same goal as Filthy Rich and Diamond Tiara were. They circled the top of the steeple, but to no avail as all of the tower's windows had been boarded up. Giving up, Princess Luna landed on the ground where they entered the base of the tower. After ascending a long flight of stairs that reminded Spike much of Hooktail's tower, they reached the top, where he spotted his worst fear.

"Spike?" Sweetie Belle asked, spotting the duo first. The second 'Spike', Chrysalis, shook her head.

"No, it's not Spike, it's Chrysalis! I told you, she's a shape shifter, remember?" Sweetie Belle, Scootaloo, and Fluttershy surrounded Spike in protection, staring angrily at the two.

"Don't listen to her, Princess Luna!" Fluttershy cried out.

"Give up your act, Changeling! We know you aren't the real Spike!" Spike put out his hands, shaking his head.

"No, it's really me, guys!" He pointed at Chrysalis. "That's the real Changeling, not me! She's tricking you!" Scootaloo looked back and forth at the two.

"How are we even supposed to tell?" Spike hit his forehead in frustration.

"Well, ask Luna, for one thing! She's completely normal now!" The Princess stepped forward, still not sure what exactly was going on.

"Um, yes, we can confirm that this is indeed Spike. He saved us earlier from the curse my fellow Princesses and I were put under." Chrysalis spat, getting the attention of the other three ponies back on her.

"How can you believe them, though? Obviously she's put the Princess under her spell, too! She's probably still in some sort of crazy trance!" Spike groaned, getting fed up with all the nonsense. Fluttershy was looking quite panicked, not sure who to believe.

"What do we do?" she whispered to Sweetie Belle. She looked at Scootaloo, who shrugged back.

"That's it! I'm done with you, Chrysalis!" Spike tackled Chrysalis to the ground, clawing at her face. "Change back! Change back!"

"Get off of me, you faker!" Chrysalis yelled, rolling on top of Spike and pinning him down. The two wrestled on the floor, the group of ponies unsure of what to do.

"We have had enough of this!" Luna declared, using her magic to separate the two's tussle. She held them both in the air. "We want to know which one is the real Spike."

"I'm the real Spike!"

"No, I'm the real Spike!" Fluttershy held her head, still confused by what was going on. Princess Luna locked eyes with the two.

"No matter. We know how to deal with this. I'll simply cast a revealing spell." With a bright glow of white light, the view of the two dragons was gone. After the light had faded, one of the two had vanished. After Spike had dropped to the ground, an evil laughter filled the air.

"So, you think you can get rid of me by casting a simple spell, Princess?" the voice hissed. Spike rubbed his head as he sat up. "Just try me, citizens of Equestria. You're going to hand over those Elements of Harmony whether you like it or not." The laughter filled the room as a flock of crows suddenly broke through one of the boarded up windows. The group covered their heads as the birds attacked them, Luna eventually putting up a magic shield to protect them.

"Does thou have a plan?" she asked Spike as she held up the shield. He looked to Sweetie Belle for help, but realized it was time he came up with an idea on his own.

"Well, uh…" He looked at the window. "We fly away!"

"We can't do that, Spike! She'll terrorize the town and everything we'll end up like it was before!" He turned to Sweetie Belle.

"I’m thinking, alright? Give me time unless you have a better idea!"

"We have an idea…. but we need your help. Once we have her distracted, you must weaken her so we may overcome her…" Princess Luna was struggling to keep Chrysalis' flock at bay. Once Spike agreed to go along with her plan, she let the force field go. Fluttershy, Spike, and the fillies ran to the edge of the room as Queen Chrysalis manifested in her true form.

"Do you wish to challenge me, Princess?" she asked in a cocky tone.

"We choose to challenge you, Chrysalis, but thou should not expect to win." Chrysalis sneered.

"We'll see about that." The next scene appeared to be a replica of the battle of magic held between Celestia and Chrysalis in the Canterlot Castle. They held each other at bay for a while, but Chrysalis was slowly gaining.

"Now, Spike, we need your help!" Looking around, Spike finally realized there was a pile of discarded boards that had fallen from the window when Chrysalis had broken through. Picking up one of the larger boards, he dragged it towards the other three.

"Fluttershy, help me!" She ran over to Spike, who lifted the board into the air. "Now!" She turned and bucked it out of his claws. It flew through the air and hit Chrysalis in the head, who had been too focused on overcoming Luna to see it coming. She collapsed to the ground, losing the hold on her magic. Luna approached the Changeling, standing over her.

"We have had enough of you. Thou shall be banished to the stars until my sister and I can find a suitable punishment."

"No… please, stop!" Princess Luna's eyes glowed white as a dark blue magic enclosed the area around Queen Chrysalis. With a spark, she had disappeared. The Princess turned back to the group.

"We thank you for your assistant. She shall be dealt with later, and shall prove to no longer be a problem for us."

"Thanks, Princess!" Spike told her, honestly relieved. "We should head back to Twilight Town now and let everyone know that everything is safe.

The residents of Twilight Town were all too frightened to leave their houses with Princess Luna walking about. It took Spike several tries convincing the fillies to leave their house with their mother to officially meet the Princess.

"We humbly apologize for our previous actions. I apologize as well for the actions of my sister and Princess Cadence." Luna bowed before the four, who looked rather shaken.

"It's… it's alright, dear. I-I'm sure you didn't mean any harm." The mother gulped as she kept an arm around her children. "We're just glad that we can be together again." Luna smiled, uncertain that the ponies actually trusted her.

"Well, as long as this town is safe, we have finished our job here." She bowed once again to the family. "We wish you a good day." The family nodded and she turned, sighing as she led the group to the town gate. "We think that they are just as scared of us as children are on Nightmare Night. We aren't even in Equestria and we can make ponies run in fear!" Fluttershy patted her on the shoulder comfortingly.

"Aww, don't feel bad, Princess. They're just a bit shaken up is all." The Princess ignored her and they left the town. On the path back to the pipe leading to Rogueport, Luna stopped them.

"We see something on the side of the path. Do we see more statues of ponies?" She pointed a ways off of the path. As the group approached, surely enough, there were more statues. "I suppose we should free these stallions as well…"

"Wait, no! Don't do that!" Spike cried out. Luna gave him a strange look. Sweetie Belle stepped up to agree once she recognized the uniform the statues all seemed to bear.

"Uhh, I agree with Spike. That would be a really bad idea, let's just leave them here."

"But as a royal Princess of Canterlot, we cannot just leave these stallions in this condition!" the Princess protested.

"Yes…. yes you can." Spike said, sighing. "Come on, Princess, we can explain everything later."

"Gone? What do you mean gone? Do you know how many days my recruits have been out there? They should be back by now!" The mare recoiled, holding the clipboard tightly.

"I'm sorry, sir, but that's the report. We haven't even received a letter from any of them!" She fixated her glasses. "Maybe… something happened to them?"

"Something's happened to them, my flank." Filthy Rich kicked at the wall. "It was probably that wretched dragon who keeps getting in my way... but how in Equestria could he stop an entire army of my soldiers! It doesn't make any sense!" The mare looked at him with concern.

"Should I inform Diamond Tiara as well?" He shook his head.

"No, I'll just have to deal with this." He sighed. "We'll just have to take the Elements once they have them all. They'll have done all the work for us by then."

Chapter Fourteen: Keelhaul Key

Chapter Fourteen: Keelhaul Key

Upon arriving back at Cheerilee's abode, the group was quite relieved to find Princess Celestia there. On their journey back, Spike had received quite the scolding from Sweetie Belle about not asking Celestia for Twilight's Element.

"Sister, I have returned and all is well back in the village. Have you checked up on Canterlot?" The Princess nodded.

"Yes, Shining Armor had gotten things in better order than I could have hoped. You and your brother are quite astounding Unicorns." Twilight blushed modestly at the compliment.

"Well, you should really be heading back to the castle, though, Princesses. I'd hate to keep you waiting, although I do enjoy your company!" The Princesses bowed and the remaining bowed in return.

"Farewell, Twilight Sparkle and Spike. I wish you both good luck on your mission." Princess Celestia nodded alongside her sister.

"Once Equestria is secure, we shall send backup to aid you on your quest. I would come myself but if Discord has also been set free, I must keep an eye on Canterlot. I shall do what I can, though."

"Thank you again, Princesses. Have a good trip back!" Once they had left, Spike turned back to Twilight.

"So the Element of Laughter is the last one we need?" Sweetie Belle pulled out her map, confirming Spike's statement.

"Now we just have to go get it from Pinkie!" She sighed, hoping it wouldn't be as difficult as Pinkie Pie made it seem it would be. "Ready to go?"

"Yep, let's do this!"

"Pinkie Pie? Oh, Pinkie Pie? Helloooo?" The group had sat at the door step of the bakery for quite some time now. According to the map, Pinkie's Element was still within the bakery, so they couldn't understand why she would have left it. Just as Spike turned to give up and leave, the door swung open.

"Helloooo!" she said in a sing-song manner. Spike turned on her, glaring.

"Pinkie, why haven't you been answering the door?" She giggled and ignored his question, pulling him inside the bakery. She shut the door on the others. "What are you doing?" She quickly put a hoof to his mouth, stopping him from speaking any further.

"They can't know about this! I finally came up with a plan so you can pay me back!" Spike shoved the hoof off of his mouth.

"Oh really? That's great, but can it wait? We're in a big-"

"Spike, you're going to Keelhaul Key to get me another berry! I already planned the trip for you and everything!" After zipping in and out of another room, she piled on bags of luggage and a list of things he would need. "The tickets are included!"

"Pinkie Pie! We don't have ti-"

"You better hurry if you don't want to miss your boat! Come on, there are enough tickets for everyone!" She scooted him out the door in front of the confused group. "Bye-bye, Spikey Wikey! I'll see ya soon!" The door quickly slammed shut before he could get in another word. The gust caused by the door blew the tickets off of the top of the stack. Sweetie Belle jumped into the air and caught them in her mouth.

"Boat tickets?" Scootaloo asked as Sweetie Belle spat them onto the ground. There were four, just as Pinkie had promised. Spike finally collapsed underneath the luggage.

"Yeah… we better get there now if… we ever want to get Pinkie's Element…"

The boat to Keelhaul Key was in much worse condition than the boat Spike and Twilight had taken to Rogueport. He hoped the ride there would be a much shorter one, though. As they were loading on their luggage, Spike noticed a familiar looking face.

"Cranky? What are you doing on a boat in Rogueport?" The donkey sighed, looking just about as unhappy as he did the day he arrived in Ponyville.

"Oh, Matilda bought us tickets for a trip to a tropical island off of the coast of Equestria… sadly, she was called away for some family business before we left and told me to come by myself. I probably shouldn't have, but she really wanted me to relax away from home." He looked solemnly out onto the ocean. Spike frowned, but Sweetie Belle pushed him along to their room.

"Not much of a room." she noted as she glanced at the four bunk beds crammed in such tight quarters. Scootaloo jumped up onto the top bunk.

"Not enough head room, either." she complained, knocking her head on the ceiling. "I'm definitely not going to hang out in this room for too long!"

The group continued to explore the ship. It wasn’t too long until they took off for Keelhaul Key. The group went to watch Rogueport as they sailed away, but Fluttershy decided not to go near the edge.

"Um, I think I'm going to stay inside our room, if that's alright. I'm not really too fond of the ocean…" She rushed inside before another word could be spoken. The fillies waved to the bystanders watching on the pier. Spike looked over at Cranky, who was standing by himself looking off at the crowd. He wanted to approach him but, not knowing what to say, stood by the fillies and waved at the crowd himself.

After a few days of sailing, the four were already sick of it.

"How much longer are we going to be stuck on here?" Scootaloo asked, doodling on the ceiling.

"Don't do that, Scootaloo! We don't live here?" Sweetie Belle scolded, reading through an extremely old magazine she had found underneath one of the beds. Fluttershy was attempting to nap, not moving around the ship that often as she soon discovered she easily became seasick. Spike had sprawled onto his own bed, examining the map even though he had a thousand times. He was hoping for any kind of distraction that would make the boat trip go by faster. So far, nothing seemed to be working as he had hoped.

"Ugh… I'm going to go see what's going on up on deck, alright guys?" The ponies gave small grunts of recognition and he left the room. The air was cool outside, but the breeze was inviting after being in the stuffy rooms inside the main cabin for so long. There were a few scattered pony sailors on deck, but it seemed to be fairly empty. After taking a walk down to the back part of the ship, Spike spotted Cranky staring off at the sun set.

"I figured you'd be here." he said as he stood by him at the railing. The donkey sighed.

"I knew I shouldn't have come as soon as I stepped foot onto the ship. Matilda… she wanted me to go so badly, though. I really just wish she was here." Spike frowned as he looked out at the water, not sure how to comfort the old mule.

"Well, I’m sure she just wanted you to have a fun time out here, so don't worry so much! I'm sure she's fine back in Equestria and will want to hear all about what happened when you get back?" The frown didn't leave the donkey's face.

"I suppose so." The air between them felt tense. Spike cleared his throat as he focused back on the water.

"Lovely sunset, isn't it?" he asked nonchalantly.

"Sure is." Feeling awkward still, Spike's attention suddenly shifted as he spotted a shadowy shape off in the distance.

"Hey, what's that?" He could tell the ship's sailors had taken notice of it as well by how they were running back and forth on the ship, taking and commanding orders. "Is that another ship?"

"Looks like it." Cranky replied, still with a monotone feel in his voice. The ship began approaching at a much faster speed than they were going. It was rapidly approaching their own ship. The clouds above them began to grow darker.

"What's going on?" Spike asked in alarm. Cranky remained silent, but appeared to look a bit more concerned. One of the sailors galloped up to them.

"I'm sorry, but we're asking all passengers to go inside immediately."

"What's going on?" The sailor shook his head.

"No need for alarm, we just need everyone to go inside." A clap of thunder sounded from the sky. Spike looked out at the ship again, which was quite visible by now. "Go!" The dragon and donkey rushed inside the main cabins. Cranky followed Spike as he rushed to his room. The ponies looked at him in alarm.

"What happened? Are we trapped in a storm?" Spike shrugged his shoulders.

"I-I think so, but… there's another ship out there! I think it might be… a ghost ship!"

"A ghost ship?" Fluttershy jumped up, hitting her head on the ceiling. She rubbed the bruise as she laid back down in her bed. "I-I think I'm going to stay in here…" Scootaloo and Sweetie Belle jumped from their beds.

"We have to go out there! I've never seen a ghost ship before!" Scootaloo exclaimed.

"Yeah! Maybe we can get our Cutie Marks in expert ghost hunting!" Sweetie Belle said in matched excitement.

"That wouldn't really be fair to Apple Bloom, though." Scootaloo pointed out. The fillies mused together as Spike stood, waiting impatiently.

"You guys! Don't just stand around talking about things like that when we aren't even fighting ghosts! What am I saying? We don't even know if there are ghosts out there!" The boat suddenly shook as if hit by a massive wave, causing the group to stumble and fall over. Fluttershy clung to her bed.

"What was that?" Scootaloo asked. Spike rolled his eyes.

"I don't think there's time for questions! Let's go!"

The sailors on deck were in a panic as the ship, which was indeed a ghost ship, had placed a board across the two, sailors of the other ships boarding their own. One of the sailors held a broom against a ghost, swinging it at him, but the handle of the broom was quickly cut off by the ghost's sword.

"What do we do?" Spike asked, looking around at the chaos.

"Are you always going to ask that?" Sweetie Belle said in annoyance. Two of the ghostly pirates approached the group, swords wielded. The fillies and Spike backed up towards the door, but another pirate had appeared behind them. Cranky, who had come along with them, knocked them to the side.

"Run, kids! Get away!" He hind kicked one of the ghosts, who disappeared in a puff of smoke as he headed the other way. Lightning flashed in the sky and it began pouring rain. Spike looked around for a plan of action.

"Ahh, help!" Spike and Scootaloo turned to find Sweetie Belle had been locked in the arms of one of the ghost pirates.

"Hold on, I'm coming Sweetie Belle!" Scootaloo kicked off of her back legs and leaped through the air, crashing into the ghost. It disappeared in a puff of smoke, freeing the young filly.

"Thanks, Scootaloo!" she said to her friend as they turned to face another set of ghost pirates that had circled them. Spike puffed out his chest and blew fire in a circle at the ghosts, causing them all to disappear.

"Hope the Princess didn't get THAT delivery!" Spike joked, not amusing the fillies. They headed in the direction Cranky had ran, taking on ghosts here and there on their way. Sweetie Belle rushed to the side of the ship, trying to push the plan off but almost falling through it.

"Be careful, Sweetie Belle!" Scootaloo cried out as she caught a hold of her friend, just in time. Spike hurried on, catching up to Cranky.

"What are we supposed to do?" he asked the donkey. He glared as three more ghosts approached them, darting at them and kicking them with his hind legs.

"We take care of them, that's what, kid!" He charged at the other ghosts on the deck, finally some of the sailors taking notice of his actions and following in pursuit. Before long, the ghosts were beginning to give up and retreat across the plank. The sailors cheered as the ghost ship hauled off, seeming to disappear into the ocean. As the ship lift, the sky began to clear as well. The fillies reunited with Spike and Cranky.

"What in Equestria was that?" Scootaloo asked as she flipped her dripping mane out of her face.

"I have no idea… but we stopped it! Hooray, right?" Spike asked with enthusiasm. Sweetie Belle squeezed the water out of her own mane, letting it drip onto the deck.

"I guess so… let's go back inside, though. Fluttershy is probably wondering what's going on and I have next to no explanation. Maybe we're in the Bermareda Triangle or something…" The fillies trotted off back to the cabin, soaking and shivering. Spike stayed behind to talk to Cranky.

"See what kind of an adventure that was? I'm sure Matilda would think that it's an awesome story!" Cranky's expression changed to a frown once again.

"I suppose I wouldn't want her here for something like that where she might get hurt… but it doesn't change the fact that I still miss her." Spike sighed.

"Well, maybe things will get better soon, alright?" The donkey nodded his head slightly at the dragon. "Well, I'm going to head back to the cabin then. I'll talk to you later, Cranky!" The donkey sighed, looking back at the ocean.

"I'll talk to you later, Spike." The dragon grimaced as he headed back inside, shaking off his wet scales before he opened the cabin doors. The sailors, meanwhile, were bringing reports to the captain about the tale of the ghost ship, still left utterly confused as to what events had just taken place on their ship.

Chapter Fifteen: Serpent's Lair

Chapter Fifteen: Serpent's Lair

After a few more days of traveling by ship, the group finally found their selves on the shores of Keelhaul Key. Fluttershy was most relieved to be there, being the first to rush off onto the land, hugging a nearby rock on the shore.

"I never, ever, ever, ever want to ride on a boat again!" she cried out, clinging to the boulder.

"Think we should point out that we have to ride the ship back?" Spike asked Sweetie Belle. The filly shook her head.

A camp was set up by many of the crew members in a patch of jungle up a path from the beach. The group had been informed on the ship that this island held no living quarters on it, so as they would have to survive in camps set up by the ship members themselves. They were a bit upset by this, seeing that it was more of a downgrade from the ships interior, but Fluttershy found it to be a much more comfortable resting place.

"So, do you even know how to find this berry?" Scootaloo finally asked as they were settling down into their tents. Spike froze up, not able to come up with a response.

"I guess I kind of never… figured that part out. I'm going to go talk to the ship's captain real quick." He laughed nervously as he snuck away from the glares of the fillies. After searching through a crowd of ponies for a while, Spike finally came across the captain.

"Excuse me, sir, but do you happen to know anything about… uhh…" Spike frantically tried to recall what the name of the berry was, realizing Pinkie Pie had never told him.

"Yes? What is it, son?" His expression going blank, Spike backed away and ran back to the campsite.

"Sorry to waste your time, sir!" he called back.

"Well? Did you find out anything?" Sweetie Belle asked as he began searching through the luggage Pinkie Pie had made him take. "Hellooo?" Spike finally pulled out a book triumphantly. He held it up for the other three to see it was a book detailing Keelhaul Key.

"This ought to tell us something!" he said, beginning to flip through the pages of the book. He finally came across a marked page with a picture of a berry on it.

"It says the berry is very rare and… grows inside of a grotto?" Sweetie Belle read aloud, exchanging a glance with Scootaloo. "Well how are we supposed to find that?" Spike closed the book shut.

"We search the beach for it! I'm sure we can find something eventually!"

"Yeah, but who knows how long it's going to take." Scootaloo said, sighing. "When did you want to start this journey, Mister Hero?"

"Today!"

"Tomorrow!" the fillies yelled back. Spike laughed quietly.

"Y-yeah, sure, tomorrow."

Spike awoke the group bright and early in the morning to prepare for their search.

"So I've been reading a lot from this book," he started as he walked with the yawning ponies to the breakfast tent. "and it turns out the entrance to the grotto is actually deep in the jungle!"

"Why would it be there?" Sweetie Belle asked, yawning.

"I don't know. But that's what it says!" The ponies groggily sat down to munch on some hay as Spike paced the tent. "I already ate." he had told them. Looking impatient, he quickly ran up to Cranky upon seeing him enter the tent. "Cranky! I have something I wanted to ask you!"

"Good morning to you too, kid." he said in an unenthusiastic tone. Spike ignored it, showing him the open book.

"We're heading to this grotto today. Want to join us? I bet it will make for a really exciting adventure!" The donkey sighed, seating himself at a table after getting his food.

"Kid, I'm too old for this stuff. I didn't come here for some big adventure, I came here to relax and enjoy the scenery." He frowned as he began munching on his meal.

"But that's not going to help take your mind off of Matilda!" The donkey froze as her name came up. "If you come with us, I'm sure you won't be so homesick after all!" The donkey put a hoof to his forehead.

"Look, I think I just want to be alone right now and enjoy my breakfast. Could you at least give me that?" Feeling disappointed, Spike closed his book.

"Oh, alright. Well, we're leaving after they finish breakfast if you still want to come." Cranky grunted and returned to his meal. Spike returned to his friends, who were still working on their own food. "Come on guys, we don't have any time to waste!" They groaned as he tried to hurry them on their way.

They had just reached the edge of the campsite when Spike heard the sound of hoofsteps behind him.

"Wait, I… I'll go!" Spike smiled at Cranky, who had taken a position beside Fluttershy.

"Welcome aboard, Cranky. Glad you decided to come with us!" The ponies nodded to him as well, still exhausted after being woken up so early. Spike turned back and began leading them into the jungle.

"So, what are we going to do if we run into any dangerous animals?" Sweetie Belle asked as they followed the rough path.

"Well, I assumed Fluttershy could help us with that part!" he chimed back. Fluttershy folded her ears back, looking slightly worried.

"Oh, I've never dealt with jungle creatures before… not that I couldn't try."

"See? We'll be fine!" The fillies rolled their eyes at him as he lead them on. The jungle was quite busy with noises in every direction, yet they couldn't seem to find the source of any of the sounds. Cranky walked at the end of the line, occasionally looking back for any signs of danger.

After they had walked down the trail, the group came up to a stone wall covered in moss and other plant life.

"Well, now what?" Sweetie Belle asked Spike, who was now studying the book intensely.

"Uhh… well, it says the entrance is supposed to be right here." He looked up at the face of the rock, studying its surface for the sign of any door. "But where is it?" The group began to inspect its surface for any sign of a door or entrance.

"Look, underneath the moss there are creases indicating a door!" Sweetie Belle said, pulling up some of the moss. Scootaloo helped her pull the rest of it out, revealing the shape of a door. They began pushing on the stone.

"It won't open!" Scootaloo said, knocking on the stone with a hoof. She kicked it with her back legs, but to no prevail. "Does the book say anything about a secret button or lever?" Spike scanned through for some trick to get in.

"Uhh, no, nothing like that." Suddenly, the stone door began sliding down.

"Ahem." The group looked over to see Cranky had uncovered a lever that was hidden by ferns. Spike laughed as he came back to them, taking the lead.

"Thanks, Cranky! Good work there!" Spike was ignored as they followed after Cranky into the grotto.

The inside of the grotto was rather dark, so the members of the group stayed as close as they could to each other. The stony pathway ran adjacent to a stream, which in no time at all turned into a river. The grotto led them farther down into the Earth and it became too dark to see.

"Does anyone have a flashlight?" Sweetie Belle asked as she tried to pry off Fluttershy, who was now clinging to her in the darkness.

"Hold on, I have something better." Within moments, Spike had lit and was holding a torch.

"How is that better?" Scootaloo asked him. He scratched the back of his head.

"Uhh, it just is, ok?" Defensively, he marched to the front of the line and began leading again. "Let's just go, alright? There have to be plants around here somewhere!"

As they continued exploring, Spike began to wonder if there was life down in the grotto at all. Even holding the light to the water, Spike couldn't see any signs of aquatic life. In fact, he couldn't see an inch into the water, which worried him greatly, causing him to make sure that everyone steered clear of the river at all costs. At a certain point, though, it wasn't an option.

"Well, it looks like we have to cross the river… but there was supposed to be a bridge here! How do we cross now?"

"Um, I can fly us across." Fluttershy interjected. "But… I'm not sure how Cranky Doodle is going to get across." After inspecting the river for a moment, Cranky stepped back and took a running leap, easily crossing the river. Spike and the fillies cheered as Fluttershy began taking each one across the gap.

They continued through the dark grotto, becoming increasingly exhausted.

"Can we just give up and explain to Pinkie what happened?" Sweetie Belle asked. "This is ridiculous! It shouldn't have taken this much effort to get the final Element!"

"Final Element? What does that mean?" Cranky wondered.

"I can explain that later. Besides, though, I made a Pinkie Promise and I can't break that! You don't know what will happen to me! We're here already and we have to keep looking!" The fillies groaned as they continued through the grotto. At the end of the tunnel they had been traveling, though, their hopes were lifted.

"A giant pirate's ship? How did that even get in here?" Scootaloo exclaimed as they entered the room. "Did it say anything in your book about a giant ship inside of the grotto?"

"Uhh, forget about the book! Let's take a look inside!" The carefully made their way down to the ship, hopping on debris that was sticking up out of the water. After searching the perimeter, they finally found a hole in the ship large enough for them to get inside. Once they did, though, another surprise awaited them.

"Oh, guests? What is this?! Such a treat, though!" They gazed up at the head of the large purple serpent in astonishment. "Or are you here for my treasures? Dear me, I couldn't allow that, could I?"

"You're the serpent Rarity helped the day we stopped Nightmare Moon!" Fluttershy exclaimed with glee.

"Oh, that little Unicorn that gave me her precious tail? What a little darling!" He leaned down to the group, most of which were confused beyond words. "So what can I do for you, little dears?" Fluttershy took the book out of Spike's hands, showing him the page with the berries.

"You don't happen to know where we can find these, do you Mister Sea Serpent?" The serpent's eyes lit up.

"Hold on just a moment, dear, I think I have just what you're looking for!" After turning around to face his large pile of treasures that filled the ship, he turned back holding a small bush. "These plants grow plentiful in this ship, it's a bit strange! For some reason, they only ever seem to grow on the rotting planks, but with sea water of all things!" Spike snapped out of his confusion, taking the book back from Fluttershy.

"Wow, we can really have these?" Spike asked in astonishment.

"Of course, darlings! Especially if you're all friends with that little Unicorn that helped me. She was just a gem!" He twirled his blonde moustache. "And just look! It grew back fabulously!" The group began picking the berries off of the bush carefully, storing them in Sweetie Belle's bag.

"Actually, we're doing this to help her! In a way." The serpent smiled giddily.

"Wonderful! Please, tell her I say thank you again! Just a generous little pony she was." Spike nodded as he finished picking the berries. The serpent placed the bush back by the pile of gold and gems, moving to reveal a large collection of plants that were growing up the sides of the ship's interior. Spike shook his head to prevent himself from drooling over the pile of gems that rested atop the gold.

"Thank you very much, Mister Serpent!" he said as he began to head out of the ship.

"No problem, dears! My pleasure!"

"So are you glad you came YET, Cranky?" Spike asked once they had returned to the campsite. The donkey sighed.

"I suppose Matilda will enjoy the stories I tell her… I still miss her, but I guess it's been kind of fun while it's lasted." Spike sighed in relief.

"Well, that's better than nothing! I'm sure Matilda will love the stories you have!" Cranky forced a half smile as Spike patted him on the back, afterwards heading back to his tent. There, the ponies were looking exhausted, the day's journey being incredibly long and tiring.

"Now that we'll have all of the Elements, we can finally go find Rarity!" he said with a smile.

"Assuming we know where to go…" Sweetie Belle said, flopping onto her side.

"Won't we just go back to the Thousand Year Door?" She shrugged her shoulders.

"I guess so." She yawned, stretching out on her bed. "I'm too tired to think or care about anything. We can plan more on our way back, alright? There will be plenty of time on there."

"Maybe too much time…" Scootaloo muttered, already lying in her own bed.

"But you guys are excited? Right guys? It's exciting!"

"I think it's time for bed, Spike. We're all really, really tired. Not that we aren't excited, though." Fluttershy began to pet the little dragon on his head, attempting to lull him to sleep. "Good night, Spike. We can be excited with you in the morning."

Chapter Sixteen: Excess Express

Chapter Sixteen: Excess Express

"Oh, I'm so, so, so glad you were able to do that for me, Spike! Really, I am!" Pinkie Pie was bouncing up and down as she held the small box of berries Spike had brought her. "And you brought Cranky Doodle Donkey! I haven't seen him in forever!" The donkey had decided to tag along after returning to Rogueport as the ship back to mainland Equestria had a two hour delay. He had decided to tag along while they visited Pinkie Pie.

"I'm sure glad I came too…" The pink pony smiled as she hugged the donkey tightly. Spike cleared his throat, nudging Pinkie's side.

"So, um, Pinkie, you can give us the Element now, right?"

"Element?" Pinkie Pie began laughing hysterically. "You aren't even done helping me, little dragon! We still have to take the cake to Poshley Heights!"

"Poshley Heights? What are you-" The pony pulled out tickets once again.

"And I'm coming with you this time!" The group sighed as she pulled up more luggage. Cranky began backing away slowly.

"Well! As fun as all of that sounds, I think I ought to be heading to the pier now. Good luck to you all, though, really!"

"Bye, Cranky Doodle! Say hi to Matilda to me!" She waved frantically as he turned and galloped away toward the pier. "Well! Let's get a move on if we want to catch that train!"

After the long and horrid boat ride, the group of travelers was quite relieved to be aboard the Excess Express. Although they all shared one room, the room was quite large and luxurious. The whole train seemed luxurious despite the fact that they were quartered in the cheapest section of the train.

"So, Pinkie, how long does it take to get to Poshley Heights, exactly?" The pink mare stared out the train window excitedly as they began to shove off.

"Oh, only a few days!" Spike gulped, nervous in asking his next question.

"A few days… round trip?"

"Nope! One way!" She continued smiling as Spike groaned, gritting his teeth in frustration. As much as he wanted to abandon Pinkie and leave with the Element, he knew he couldn't as breaking a Pinkie Promise is something no one should ever think to do. He was also Pinkie's friend and knew it was the right thing.

The group decided to split up and explore the train after settling into their room. Pinkie stayed in the room with the dessert to ensure another Friendship Express mystery didn't occur. The fillies decided to wander off together and explore the front of the train while Fluttershy went off to view the train's gift shop, feeling a bit guilty for leaving Angel behind for so long. Spike, being alone, headed off for the dining car to enjoy a nice meal.

Night came rather quickly for most of the passengers of the train, though for Spike the night seemed to never come. Despite the fact that he had kept himself rather occupied with the abundance of food the train's buffet provided, it was a bit of a difficulty trying to keep his mind of Rarity and the final Element. At nightfall, he returned to the sleeping car to find the rest of his crew already there.

"So how is everybody?" he asked politely. The fillies rolled their eyes together, playing with a ball they had apparently found.

"It's too boring. We went to the front of the train but everypony kept yelling at us and asking where our parents were." Sweetie Belle blew a strand of hair out of her eyes, looking dismayed. Scootaloo sighed as she dropped the ball.

"It's way to prissy here. Too dumb." She stared at the ceiling of the room. Fluttershy lifted her head from her crossed front legs.

"Oh, well, I found a delightful little toy for Angel, so I hope he'll forgive me for leaving him like this for so long. I do hope he's ok."

"I'm sure he's fine, Fluttershy. Twilight and Cheerilee are great caretakers!" He smiled reassuringly at her. "Well, how was your day, Pinkie? Pinkie?" The mare was still staring hard at the dessert, not blinking for even a second. "Pinkie?" Spike walked up to her and snapped his fingers, causing her to start suddenly. He jumped back.

"Wow! I was just asleep with my eyes open!" She snorted as she giggled. "I told Dashie I could do that! Now she'll have to believe me if you guys saw!" She yawned, mouth wide open. "I should really go to sleep, but what about the cake? I can't take my eyes off of it for a second!" Spike put a claw on her shoulder.

"Pinkie, you can't do this to yourself. The room will be locked and you can trust all of us! Right?" He eyed the fillies keenly, who nodded at Pinkie with large grins. Pinkie Pie sighed.

"Okey dokey lokey, I guess I'll go to sleep. But I'll wake myself up at 45 minute intervals to check on it, ok?" Spike scratched the back of his head.

"Uh, that's ok, I guess." The pony smiled.

"Great!" She quickly hopped onto the upper bunk next to Fluttershy. "Nighty-night!"

"Good night," Spike replied as he pulled the light switch and took his place at the end of the bed the fillies were occupying. He closed his eyes and attempted to sleep, listening to the sounds of the train.

Sleep was nearly impossible, so Spike decided to get up and take a walk through the train. He had only gone as far as the dining car, so assumed this was his chance to explore more, although many ponies were asleep so he would have to keep it quiet. He tiptoed through the hallways towards the back of the train. Before long, he came across a closed door which couldn't be opened.

"Well, I guess this is where I turn back." he muttered to himself. As he turned around, he jumped to find a pony standing in front of him. "Whoa! You scared me! I'm sorry if I woke you up, I was actually heading back to my room." The pony said nothing as they stared at Spike. The dragon gulped as he looked down, noticing that the pony's hooves faded into the air. "Wait, are y-you a…"

"What are you doing at this hour, little dragon? You shouldn't be awake." Spike walked backwards, his back eventually hitting the cold metal of the door behind him.

"I-I'm sorry! Like I said, I w-was just going off to bed!" The ghostly apparition approached him, its expression never changing.

"You shouldn't be here, dragon." Spike panicked as he stared into the unblinking, blank eyes of the pony. Frantic, he turned to the door and tried to grasp the handle with trembling hands. After getting a hold of it, he pushed insistently.

"Come on, you stupid door, open! Open!!" After urging the door to open by yelling, it somehow gave way. The door swung open and Spike stumbled into the darkness. After landing on his knees, he turned to look at the doorway just to find that the apparition had vanished. Still shaken, he stood up and began to explore the room.

It appeared to be a basic storage room, the only aspect of interest being a ladder which looked as though it led to the roof of the train. He assumed he wasn't supposed to actually be in the room, so decided to leave, but crashed into one of the various boxes on the floor before he did so. Something scurried from underneath of the box, vanishing into the corner of the room in an instant.

"What was that?" he muttered to himself as he looked back. Letting it be seemed like the best option and he left the room, closing the door securely as he did. Although he hadn't sighted the ghost again, he ran through the cars of the train as quickly as he could to reach his sleeping car.

Spike awoke later than everyone else in his group, who actually ended up having to wake him up. His late night adventure had left him exhausted.

"Spike! Hey! Something's going on!" The little dragon rubbed his eyes and flipped over, ignoring Sweetie Belle. "Spike! Get up!" She knocked him on the head with a hoof, forcing him to sit up in the bed.

"I'm up! I'm up! Sheesh." He rubbed the wound and glared at Sweetie Belle. "What is it?"

"Spike, everypony's gone! The train's still moving, but we can't find any of the passengers!" He cocked his head, wondering if he was just having a strange dream.

"What are you talking about?" She abruptly pulled him out of the bed and out into the hallway where Fluttershy and Scootaloo were. Pinkie was still watching the dessert in the car.

"Come with us; everyone's gone. We have no idea where they went and the train conductor wouldn't let us in to ask!" Before allowing him to say anything else, the ponies dragged Spike through the various cars of the train, pointing out that indeed every car seemed to be empty.

"Well, what time is it?"

"Ten o' clock."

"Uh… maybe everyone slept late?" Sweetie Belle rolled her eyes.

"That's highly unlikely. The dining car's supposed to be open at Seven, but it isn't! Look, the door's even open!" Sweetie Belle pointed to an open door in one of the cars, indicating a kitchen. Spike peered in to only find the smell of cooked vegetables.

"That's weird… where did everyone go?"

"That's what we're trying to figure out, genius!" Scootaloo cried out in exasperation. "We have no idea!" Spike suddenly snapped his fingers.

"Maybe they're on the roof! We haven't checked there yet!"

"Spike, that's ridiculous, there's no way they're on the roof." The window pane beside them was suddenly hit with a strong force, almost knocking the pane out of place. The group looked up to see a small crowd of Parasprites trying to knock through the glass. After another slam, the window pane fell through and a swarm of Parasprites began making its way into the train car.

"Run!" Spike yelled as he began heading back towards the sleeping car. The Parasprites, though, were quicker than the ponies and managed to grab a hold of the back legs of the fillies and Fluttershy.

"Spike! Help us!" Fluttershy cried out to him. He wished to help them, but the Parasprites were closing in on him and he knew there was only one pony to stop them.

"D-don't worry! I will!" He turned and ran as fast as he could back to the sleeping car, noticing Parasprites flying outside the train windows out of the corner of his eyes. Once he was inside the sleeping car, he slammed the door and shut the curtains, making sure the window's lock was secure. "Pinkie Pie! We need your help!" The mare jumped, nearly hitting her head on the ceiling.

"Whoopsie! Looks like I fell asleep with my eyes open again!" She giggled as she trotted merrily up to Spike. "What's the matter, Spikey-Wikey?"

"Parasprites! They're back! The train! Help!" The pony gasped dramatically.

"Parasprites? No! They'll get the cake!" She ran to her luggage and rifled through, pulling out an assortment of instruments as she did. "Let's do this, Spike!"

Although it felt nearly impossible, Spike had on him various instruments while Pinkie carried the rest. Knowing they had to act fast, they played their instruments in harmony together as they sauntered through the train cars towards the end car where Spike knew they could gain roof access. The Parasprites that had already invaded the train followed the two, flying in harmony with the music. The two climbed the ladder and opened the hatch leading up to the train's roof where, once they turned to see, thousands of Parasprites were holding the passengers of the train captive in their swarm.

"Pinkie, Spike, help!" they heard Fluttershy cry from the inside of the swarm.

"Don't worry, Fluttershy, Pinkie is here!" The two began to play their polka again and the insects began dropping their prisoners to encircle the musicians. While the pests were captivated, the train passengers began to sit up, wondering what had just happened. Knowing what to do, Fluttershy quickly rushed the passengers past the swarm and down the hatch into the train. Once the last passenger had made it, Spike stopped blowing into his trumpet and looked at Pinkie Pie.

"How do we get rid of them for good?"

"Throw the instruments!"

"What? How will that solve anything?"

"Just do it!" At once, the two hauled all of the instruments off of themselves and tossed them off of the train's back end. The swarm flew after them in a rush, for what reason Spike wasn't sure. He sighed and followed Pinkie back down the ladder. Once the two were inside, the passengers began cheering immensely.

"You saved our lives!"

"Thank you, pink one!"

"That dragon is really good at the trumpet!" Spike accepted the compliments gushingly, but Pinkie Pie hurried off back to the sleeping car to keep an eye on the cake. After the crowd dissipated, only the fillies and Fluttershy remained.

"Well, I don't think we'll have any more problems like that on here!"

"I sure hope so. That was scary!" Fluttershy shuddered, remembering when she had first picked up the single Parasprite she had found so long ago in Ponyville. Spike looked down as his stomach began rumbling.

"Oh, gee, I'm sure glad that we could get the chefs back. I'm starving! Who's up for the dining car?" The ponies rolled their eyes as he began heading through the train, waiting in line for the breakfast he wished he had eaten hours ago.

Chapter Seventeen: Train Adventures

Chapter Seventeen: Train Adventures

The group of travelers continued on their adventure after the Parasprite attack, feeling as though getting Pinkie Pie's Element was taking a lot more time than necessary. Spike didn't want to actually mention that, so he remained quiet, usually just spending time in the dining car. On the third day of travel (which frustrated Spike since Pinkie Pie had only mentioned two days), the voice of the train conductor sounded on a speaker, bringing news which Spike was rather glad to hear.

"Good morning, passengers! Today we'll be arriving in Poshley Heights around three o' clock this afternoon! Until then, please feel free to explore the train until instructed to be seated right before we enter the station. Thank you for riding Excess Express!" Spike cheered silently as he nibbled on his donut. The door of the dining car opened to reveal Fluttershy, who came up to greet him.

"That's wonderful news, isn't it? I think it is. I'll be so happy when we can return and help Rarity, won't you be?"

"Of course! It's what I've been wanting this whole time!"

"Oh, yes, of course! Um, mind if I sit down for a little bit? I haven't eaten anything yet." He nodded and the mare took a seat across from him in the booth. She ordered from the waitress and began gazing out the window. "My, it sure looks dry out there. Maybe we're driving through a desert." Spike looked out to see that, indeed, the land surrounding them was quite barren. He dreaded the thought of the train becoming stuck out in a landscape like this. The waitress came up after a few minutes with Fluttershy's breakfast. As she lifted her glass to take a drink, the train suddenly jolted, causing her to spill some of the juice on her front.

"Oh my. I'll just clean that up really quick." She blushed and set down the drink, taking the cloth napkin off of the table and mopping up the juice off of herself. Spike continued to stare out of the window. There was a noise of static, causing Spike to look up at the nearby loudspeaker.

"Attention passengers! If you happened to feel that little disruption just a second ago, do not panic! Everything will be alright!" Spike sighed with relief. "However, we have to make a brief stop to check the engines for any foreseeable issues, so our original destination time will be later than expected. We do apologize for this inconvenience, but it is for our own safety, so we hope you find it understandable. Again, we thank you for choosing the Excess Express!" Spike hit his head on the table, causing Fluttershy to jump. She set down her napkin and pat him on the shoulder.

"Don't worry, Spike. I'm sure they'll be able to fix things up quickly." Despite the barren landscape, the train rolled into a decrepit looking station and stopped. Spike groaned as the train's engines slowly died out into silence.

Fluttershy's prediction of quick was nowhere near what Spike was hoping for. An hour had passed and there hadn't been any word from the Conductor of when they would take off again. By now they had moved to a bench in a viewing car and were joined by the fillies.

"Think they'll let us get off the train for a bit? I'm bored." Spike shrugged at Scootaloo.

"We might as well look. Besides, we might be able to get there faster by walking." With a dismal expression, he hopped off of the bench and headed for the train's exit doors. Luckily, they were wide open, but allowed in a blazing heat. A train worker nodded and allowed them to step off of the train into the scorching sunshine.

"Oh my, it sure it hot out here. Maybe I'll stay inside and keep Pinkie Pie company." Fluttershy backed into the train once again and left without acknowledgement. Spike turned to the train worker.

"Do you know how long we have to be here?" She shook her head.

"Sorry kid, I don't. It looks like there were some pretty big complications, though, so we should be glad we stopped when we did. Frankly, I'm thinking we'll have to bring in someone from another town, though. This station's locked up and we can't find anyone." Spike groaned and kicked a nearby pebble.

"Yeah. Thanks. I guess." He walked further up the platform, followed by Scootaloo and Sweetie Belle. He looked over at some of the crew members examining the train and ignored them, walking into the shade of the abandon station. Scootaloo inspected the boarded up door.

"Think there's something really cool inside of here?" she asked, nudging one of the planks.

"Probably. Maybe we could break it down when no one's looking and look around inside!"

"Guys, that's vandalism!" Spike lectured. The fillies rolled their eyes at him.

"Yeah, yeah, but it would be more interesting than standing around here or sitting inside being bored." Scootaloo touched the wooden plank again. "This thing is ancient. I bet we could break it down, easy!" Sweetie Belle went up to her side to examine the door as well.

"Come on, Spike! I bet you could disintegrate this wood with some of your fire, easy!" She poked at the pouting dragon with a hoof. "Come on! You know you want to!" He pushed her hoof away angrily.

"Fine, fine, I'll do it! Just… I don't really want to get involved. I'll stay out here to make sure you guys don't get left behind by the train." The fillies grinned as they stood back to let him take over. "Is anypony watching?"

"Nope! You're good to go!" Spike sighed.

"Alright, here goes nothing." He took in a deep breath and blew his flames which instantly consumed the wood and burned it away. "I really hope that didn't get sent to Princess Celestia." The fillies high-hoofed as they cleared away the remaining debris holding the door shut. In no time, they had it open, though the inside was dark.

"Sweet! Let's go, Scootaloo!" The fillies walked inside like it was nothing, Scootaloo turning back to look at Spike.

"You sure you don't want to come with us? Maybe you're just too scared to?" Spike stomped a foot onto the ground.

"I am not too scared to go! I'll go, if that's what you want! Not that you could really survive without me, anyways!" Scootaloo snickered.

"Yeah, right, that's it."

The inside of the abandon station wasn't much to look at. It was dark, but that was easily solved by Spike creating a makeshift torch with a fallen plank. The floor didn't seem sturdy, so they were careful with their steps. After wandering around the main room for a little bit, they stumbled upon a staircase.

"Think it's safe?" Spike asked nervously. The fillies had already started climbing it, though. Spike took notice that it had no railing, but followed after them. The planks of the top floor seemed even less sturdy than the ones below, even with an occasion missing one. "Guys, I really think we should be heading back." Spike urged.

"Oh, come on, Spike. We'll be fine!" Sweetie Belle pointed ahead to a wall made of chain links. "Whoa, check it out!" They ran up to it and looked beyond where they could see the shadows of machinery.

"What kind of station is this?" Scootaloo asked in amazement. "We should totally get down there!"

"B-but wait, we don't even know how to!" The fillies ignored him again and ran along the length of the wall, finding another set of stairs leading down. This one was missing some steps. Spike was hesitant, but Sweetie Belle and Scootaloo easily jumped over them to the next step. Spike followed their lead, almost slipping off the side of the staircase.

"Be careful, Mister Clumsy." Scootaloo scolded. Once they reached the bottom, they approached the shadowy shapes to get a closer look at the large machinery.

"What the heck is it?" Sweetie Belle asked, inspecting the metal.

"Shouldn't you be the one to know that?" Spike pointed out, receiving a glare from the filly.

"I don't have to know everything, you know." The two looked around suddenly. "Hey, where'd Scootaloo go?"

"Boo!" The Pegasus jumped out suddenly from a thick metal pole, startling the two. Spike backed up in a panic, crashing into one of the machines. "Hahaha! That was hilarious! I can't believe you guys were actually scared!"

"Not funny, Scootaloo!" Sweetie Belle said in annoyance. They heard a creaking noise and looked up. "What happened?" Spike began running in the opposite direction, pushing them in the same way.

"Run!" he yelled as the machine he had crashed into began to topple over. Despite its size, it was weak and crashed into another piece of machinery, causing a chain reaction. A tall pole fell into their path just before they could make it to the stairs. They backed up into a corner, covering their heads as they huddled together. Once the commotion stopped, a large cloud of dust filled the air and Spike's torch had gone out. They lifted their heads, but could only see darkness.

"…Hello? What's going on? Who's there?" They could see lights from above and, after a crashing sound, ponies picked themselves off of the ground after tripping down the stairs and came towards them carrying flashlights. "You aren't supposed to be here. Don't you know that you're trespassing?" Spike laughed nervously as the fillies remained silent. One of the other pony's jaw dropped as they shone the flashlight on the mess of metal.

"Whoa there. That is going to take a lot of cleaning up." The ponies glared at the three again. "You three are in a lot of trouble."

After the incident, Scootaloo, Sweetie Belle, and Spike were forced to stay in the sleeping car for the remainder of the trip. Luckily, their adventure wasn't a total failure as the train's engineer had found the necessary tools for fixing the train in the old station. They eventually started up again and reached Poshley Heights only two hours later than originally planned.

"I hope you kids know better now than to go into places you shouldn't be." One of the train workers scolded as they left the train. They stood sulking as Fluttershy helped Pinkie Pie remove the delicate dessert from the train onto the platform.

"I hate trains." Sweetie Belle muttered.

"Me too." Scootaloo agreed. They watched as Pinkie and Fluttershy lowered the rolling table onto the station platform.

"Careful… careful… perfect! Right there, Fluttershy!" The Pegasus squeaked as she let go of her end of the table, letting it settle onto the ground safely. Pinkie clapped her hooves. "Yay! We did it! Now we just have to deliver this baby and we'll be all done!"

Poshley Heights made them all realize why the Excess Express was so classy. The town reeked of riches and the high-life, something which made Spike and the fillies rather uncomfortable and out of place. They followed Pinkie to the customer's house feeling a bit self conscious.

"Delivery! Helloo! It's me, Pinkie Pie! Oh wait, whoops! I mean, I'm from the Rogueport Bakery, ready with your order!" An exquisite looking mare opened the door, wearing a posh robe the color of gold, a color which seemed to be the theme of the entire town.

"Oh, my. I was wondering when this would get here." She examined the dessert with a keen eye. "Looks wonderful! I suppose I should be paying you now, though. I'll be right back." She entered the house once again, returning after a moment with a small coin purse. "Hmm… this is the amount of bits agree on, correct?" She tossed the entire coin purse to Pinkie, who caught it expertly.

"One, two, three, forty-five…" Pinkie inspected the contents of the bag carefully, then grinned. "Yup! This is exactly what we agreed on!" She placed the coin purse into her own side bag. "I hope you enjoy your dessert, lady! I worked really hard on it!" She quickly put a hoof to her mouth. "Oh! I mean, they actually helped, too! Not with the cooking. That was all me. But they get credit too! They're my friends, you know?" The mare smiled, taking the dish and beginning to retreat into her house.

"Good night, dear. Thank you again."

"Nighty-night, lady!" The door shut, leaving them out in the growing darkness. "Well! Time to head back to the train!" She looked at Spike suddenly. "Oh, wait! What did you want to talk to me about earlier?"

"You mean, back before we even took the train to get here?"

"Yup!"

"Back before we went to get the berry?"

"Mhm!"

"Back before I even broke the berry?"

"Yes yes! What did you want to say?" Spike hit his face.

"Pinkie, we need your Element of Laughter to help Rarity. We needed it a while ago. I was trying to tell you that for a while now." Pinkie Pie laughed.

"Well, why didn't you just say so? If you needed it so quickly, I would have given it to you earlier, silly!" Spike balled his hand up into a fist. Pinkie reached into her bag and tossed him an object. "Here ya go! Just make sure to bring it back, okey dokey lokey?"

"Yes, Pinkie, we'll bring it back as soon as we're done with it. Thank you so much, though!" Scootaloo pulled back Spike, who was about to go into a fit of rage, as Sweetie Belle answered for him.

"Come on, Spike. We can sleep at the train station and wait until another train back to Rogueport comes through."

"Yeah! We'll all wait for it together and sing songs while we wait, right guys?" Pinkie bounced along with them as they headed back to the station. "Right?"

Chapter Eighteen: Enter the Door

Chapter Eighteen: Enter the Door

"Alright, Spike. Let's make sure we have all the Elements now." Twilight set all the Elements out on the table carefully, one by one. She lifted each one of them with her magic and set them into her bag while counting them. "The Element of Generosity… Element of Kindness… Element of Honesty… Element of Loyalty… Element of Magic… and now, the Element of Laughter!" Spike breathed out in relief.

"Finally! That means we can go to the Thousand Year Door and open it!" The group cheered, exempting Fluttershy who was a bit nervous about the idea of entering the door. "So now that we have all of the Elements, you're coming with us, right Twi?"

"Of course I am! I'm sure you'll need all the help you can get!"

"Is the Princess coming to help us?" Fluttershy asked timidly.

"She said she'll come to our aid if it's a dire emergency. She's still trying to track down Discord in Equestria, so she and Luna are a bit busy. Don't worry, Fluttershy, I'm sure we can do it on our own!" Twilight looked over at Cheerilee. "Are you coming with us?"

"No, I'm afraid not. I really have to stay here in the laboratory while I finish my work here in Rogueport." She glanced over at Angel, who was napping on her couch. "And I'm sure Fluttershy wouldn't want him venturing down with you, either."

"Oh, not at all, but really, we should probably head back to Petalburg so I can check up on-"

"Nonsense! We're in this together, Fluttershy! Let's go!"

Underground Rogueport was as decrepit as ever when they ventured down to the Thousand Year Door. As they walked, Sweetie Belle and Twilight had been examining the map, trying to figure out how it knew the locations of the Elements. Spike finally took it from them once he got fed up with their talking. Spike began removing the Elements from Twilight's bag, setting it on the ground around him. They began floating into the air and shining, the ones that weren't already colored in on the map glowing with a bright light. Once the map had been completed, it floated above the Elements, which formed a circle around it in the air. The markings on the door which corresponded with the shapes of the Elements lit up as well, glowing with bright colored lights. Once the entire door had been lit up, the large room was filled with a final flash of bright light and the Elements fell to the ground, the map disappearing. The adventurers gazed at the door in awe as it began parting in the center. Before long, they were standing in front of a dark abyss that lie beyond the open doors. Their chance to celebrate was cut short, though.

"Well, well. Long time no see, blank-flank." The group immediately whipped their heads around to find Diamond Tiara surrounded by a group of body guard stallions. "And look at that, Scootaloo's here too? It's charming that you've got your other little friends to help you with this! But where's Apple Bloom?"

"Where's Rarity?" Spike said, stomping towards the filly with balled fists. The body guards immediately encircled her.

"Now, now. Be patient, you can have your precious Unicorn soon enough. However, you never complied with our offer, so I'm afraid this will take longer than it would have. If it helps you at all, though, we actually have her with us!" Some of the body guards parted to reveal Filthy Rich, father of Diamond Tiara, standing next to a frantically flailing Unicorn being held back by some of the stallions.

"Spike? Twilight! Help me! Please, help!" She attempted to use her magic to free herself, but the stallions themselves were Unicorns and were able to stop her.

"Rarity!" Twilight's horn began to glow as she sent out beams of magic at the stallion guards. Her magic hit them, causing one of them to stumble, but new guards approached and blocked the view of Rarity, making her efforts useless. "Let her go, you monster!" Filthy Rich laughed.

"Twilight Sparkle! I'd just like to thank your little friends for helping me get the Thousand Year Door open! It's much easier this way then having to take the Elements all by force." Twilight glared at him, flaring her nostrils in anger. "Ahh, I'm afraid, though, that we must be on our way. Not that I'll stop you from following us, but I can't have you constantly on our tails attacking us, now can I?" He looked over at the Unicorn stallions, whose horns began glowing. After a bright light, the group was laying on the ground, laying unconscious. "Come now, Rarity. This won't last much longer now."

After ten minutes, the group awoke in a confusion.

"What? Rarity? Where are you?" Spike rubbed his head, looking around.

"No! They got away!" Sweetie Belle cried out, struggling to get up. Scootaloo crawled over to her friend to support her.

"Don't worry, guys. We just have to catch up to them. Let's hurry now, before they make it too far inside." Spike hopped onto Twilight's back as she took the lead through the set of doors. The group had no idea as what they were about to face inside of the chambers ahead.

The chambers of the Thousand Year Door seemed physically impossible to fit underneath the city of Rogueport. The ceiling was higher than they had even thought they had traveled underground and they couldn't even see the back wall of the chamber, despite the fact that torches were lit everywhere. Twilight sense some obvious magical properties to the chamber, some stronger than others.

"Let's just take the path straight ahead. I can't imagine there can be much of a riddle to this place… although I could be wrong." Twilight gulped as she began walking forward, crossing a small bridge towards the front of the chamber. Just ahead of them in the shadows was soon revealed a large building. It was larger than any house they had seen, larger than even the castle of Hooktail.

"Think there are any dragons inside that thing?" Spike said, only half joking. Fluttershy laughed nervously, beginning to worry feverishly. They approached the doors of the building, finding them partially open.

"They must have come in here. Let's go, quickly." They gazed around the area they were in, finding it to be tower-like.

"I think I've heard of this place… it's called the Palace of the Shadow." Sweetie Belle said, gazing around the room. "But I only read about it in an old book of lore Cheerilee had. I think this area is the Riddle Tower." Spike gulped, knowing he wasn't the best at riddles. He assumed that wouldn't be much of a problem, though, with Twilight there.

"You got this, right Twi?" The Unicorn gazed around at the room, noticing a spiral staircase leading up to another floor.

"Hmm… we'll see." She began exploring the room until she found an inscription on a wall. "Four stones… twin stones…" She looked over at the four stones in the room. "Do we… just break these?" She used her magic to lift the stone, dropping them onto the ground. Two of them shattered. "Huh…" As she studied the stones closely, they suddenly shattered.

"Scootaloo!"

"I didn't mean to do it, I promise!" The ones down below looked at the staircase, the heads of the fillies popping out to see them.

"She broke something…"

"On ACCIDENT!"

"Were they stones?" Twilight asked. Scootaloo nodded, looking confused. "Great! You helped solve the first riddle!"

"I did?" The Pegasus still looked confused as Twilight picked up a key which had been buried in the rock rubble. "Uh… right! I did!" They hurried up the stairs to the next room. "How, exactly?" Twilight ran to the next inscription.

"I already read it. It says something about touching it to pass through." Twilight rubbed her chin, looking at the wall that cut the room in half compared to the room below. She held out her hoof to the wall, which slipped through instead of hitting solid stone.

"Perfect!" She passed through the wall and returned holding another key. "What's next?"

"Geez, Twilight. You're too good at this." Spike said, feeling slightly jealous that Twilight was able to go through the riddles so quickly.

"Beyond, beyond, beyond…" Twilight muttered to herself, already reading the inscription in the next room. She began hitting the buttons on the floor in a specific order. Once she finished the pattern, a key appeared out of thin air before her. "Haha! I did it!" Spike rolled his eyes, feeling his point only further verified. "Let's go!" He followed her up the steps again, nonetheless. "The unseen may yet be felt?" She wandered into the middle of the room, only to be stopped by an invisible force. "Huh?" She attempted to use her magic, but to no avail. "Hmm… let me think about this." She paced the room, looking for another clue. Spike approached the force, tapping it with his claw.

"Well, let's see how this works." Twilight turned to see Spike taking in a deep breath.

"Spike, what are you doing?" He let out his fire breath on the form, covering it in the flames. "Spike!" When the flames disappeared, a key remained on the floor. "What? Spike, you did it! Good work!" Spike smiled triumphantly as Twilight picked up the key, which was rather hot, and quickly placed it in her bag.

The group managed to get the next three keys easily, finally reaching an eighth room whereupon they reached a standstill.

"The shy one hides his face… what are we supposed to do? I don't get it!" Twilight stomped around the room, wracking her brain for answers in frustration. "Does anyone else have any ideas?"

"Um, I might have an idea. I'm not sure if it's any good, though."

"It doesn't matter, Fluttershy. Any idea is better than nothing."

"Oh, ok. Well, what if the key's just too shy to come out and will only come if no one's looking?" The group went silent.

"…Is that it?"

"Um, yes."

"So… what do we do then?"

"Close our eyes so it can't see us?" Fluttershy cowered back, her face turning a bright read. "I-it's probably too silly of an idea, though. I'm sorry I suggested it." Twilight sighed.

"No, I mean, we can give it a try. Ready guys?" They agreed, although skeptical of the plan. "Alright, on the count of three. One… two… three…" The group stood there, all with their eyes closed. After about five seconds, Spike shifted uncomfortably.

"Um, how long do we have to do this?"

"We don't really have to do this. I was just… kidding. I was joking." Fluttershy's voice was at a quiet hush now.

"Alright, well, we can just open our eyes now, I guess. No use in standing around with our eyes closed forever." Twilight opened her eyes and gasped, staring at the center of the room. "It… worked? But how?" She trotted over to the key and picked it up, placing it in her bag. "You're a genius, Fluttershy!"

"Oh, I am? Thanks." She blushed modestly and followed Twilight as she ascended the stairs to the top of the tower. There she found a single pedestal with a keyhole in it.

"Only one lock? Oh, well, we'll just have to try all the keys."

Twilight tried all of the keys, but none of them worked. She groaned as she put away the final key.

"Why isn't this working?" Scootaloo and Sweetie Belle pointed at the ground beside the pedestal.

"It looks like there are supposed to be other pedestals here. Look, there's indented spots in the ground."

"Eight of them, too!" Twilight put a hoof to her face.

"You mean, there's another key somewhere that we're missing? Where in Equestria could that be?!"

"Maybe outside of the Tower? It looked like there were other places beside the Shadow Palace outside of here." Spike pointed out.

"Fine, fine. We'll go look for another key. Who knows how long that's going to take, though." The group felt a bit disheartened at that thought, but knew it was the only way. They traveled down the spiral staircase and exited the tower to search for the final key. They had only just stepped outside, though, when they were confronted.

"Twilight Sparkle! We came here to help you since we knew it was a dire emergency."

"Princess Celestia! Princess Luna! Cadence! It's so good to see you again!" The mare bowed before the three. "But what about Canterlot? You said it was too busy there to give up your duties!"

"Uhh, yes. But I thought it was more important to help my pupil on her mission. It is a duty as a Princess to help my pupils and citizens, of course." Twilight tilted her head, finding the Princess's speech to be a bit off. Spike tapped her on the shoulder.

"Uhh, Twilight. That's not the Princess."

"What? What do you mean?" As she was turned, the Changelings morphed back to their original state and pounced on the Unicorn.

"Give us back our Queen!" one of them hissed at Spike. He punched the Changeling in the jaw and pushed it off of Twilight.

"Fluttershy, look out!" Sweetie Belle cried as one of them had jumped behind Fluttershy and was cornering her. She covered her head and squeaked as Scootaloo ran and jumped, tackling the Changeling. With only three of them, they were rather easy to take down, and began fleeing quickly.

"Better luck next time, jerks!" Spike said childishly. The fillies cheered as Twilight watched them leave.

"Why would Changelings come here? And what did they mean when they told us to give them back their Queen? Are they talking about Chrysalis?" Spike patted Twilight on the shoulder.

"That's something I can explain later. But let's just get a move on, for now."

Chapter Nineteen: Gloomtail

Chapter Nineteen: Gloomtail

Underground Rogueport past the Thousand Year Door was much bigger than they had hoped it would be. After the Changelings had fled, they began searching the area for any sign of a key. Luckily, there weren't many nooks and crannies one could be hidden in, but that didn't mean it could have a secret to finding it, like the keys in the Riddle Tower did. Finally, They came across a door on one of the walls which seemed promising.

"Let's just hope this is easy…" Spike said as Twilight opened the door, which was thankfully unlocked. The door opened up to a darkened hallway. Torches began lighting up by themselves as they walked into the hall, startling them, though Twilight just pointed out that it seemed as though many of the properties of underground Rogueport were magical. They continued walking through the hallway, wondering how long it could extend. They found out after not too long.

The hallways ended and morphed into a large room, one which was not lit up with torches as the hallway had been. They huddled together in the darkness, but Twilight lit up the area with her horn.

"Don't worry, everyone. Just stick by me and keep walking." They kept walking and kept their eyes on the floor for any sign of a key. They had wandered deep into the room, though could still see a few of the lights from the hallway, and still had seen no sign of a key.

"Um, Twilight, d-do you hear that or is it just me?" Fluttershy asked timidly.

"Hear what, Fluttershy?" A gust of warm air enveloped the group suddenly. Twilight coughed and swatted away the pungent odor as she looked forward. Fluttershy squeaked and tensed up.

"Ponies in my lair? What in the world could you be doing here?" A large, black dragon head was looming before them, large, glowing black eyes watching them intensely. This dragon seemed even larger than Hooktail.

"O-oh! Sorry Mister Dragon, we didn't mean to intrude on you in any way! We were only looking for a particular key, i-if you possibly have seen such a thing…" The dragon let out another hot breath into their faces, making Twilight cough again. "O-of course, if you haven't, we'll just be on our way and we apologize for bothering you." A strange noise started coming from the dragon, one that sounded like a strange growling noise. They figured it to be a laugh.

"Well now, are you little ponies adorable. I'm sure you're just as delicious as you are colorful." His smile turned into a scowl and he growled again, this time in a much more menacing manner.

"Fluttershy! Do you have any of those crickets we used on Hookatail?" Spike called out desperately.

"N-no, I would never bring harmless little animals down here! It's too dangerous!"

"Hooktail? What, why are you talking about my sister?" The dragon lowered his head again to their level. "Are you the ones who attacked my sister in her castle and stole from her?" Spike gulped.

"Well, ahh, actually, you see… why do you ask?" The dragon flared his nostrils, glaring at Spike.

"My name is Gloomtail. I am the older brother of Hooktail. She told me about some little pests intruding in on her castle, it must have been you, wasn't it?" Spike gritted his teeth, too shocked to reply. "Let's see how you like it, then. You won't be able to bother us dragons anymore once you're in my stomach!" He took in a deep breath of air and blew his fire at them, but Twilight had already teleported them out of the way.

"Run for the hallway!" Twilight called to her friends. It was too late, though, as Gloomtail had moved his large body in front of the hall's entrance. Their only chance of escape was defeating the dragon, now. Gloomtail roared angrily, reaching a clawed hand out towards them. They stumbled backwards, but he managed to grab onto Spike, who trembled fearfully in the grasp of the dragon.

"Well, well. I'm disappointed in you, little dragon. You possess all of this power, yet spend your time traveling with ponies and attacking other dragons? How disgusting." Gloomtail opened his mouth wide to show many rows of pointed teeth. Before he could toss Spike into his mouth, Fluttershy zoomed up to his snout and bucked it with her hind legs.

"No! Bad dragon! You can't eat our friend like that, he's weaker than you! You shouldn't be eating anyone!" Gloomtail abruptly dropped Spike to the floor, who landed with a thud, and turned on Fluttershy.

"Oh really, little pony? And what are you going to do about it?" Fluttershy's confidence fled her and her ears folded back, fear filling her chest.

"Um, I…" She squealed as the dragon snapped at her, barely getting away from his bite. Twilight turned to Sweetie Belle down below.

"What did Spike mean when he asked Fluttershy for crickets?" she asked curiously.

"The sound crickets make causes dragons to feel sick. Didn't you know that, Twilight?"

"Oh, um, well… no, I didn't. There aren't a lot of books about dragons in my library." She tried to excuse her lack of knowledge, but was blushing. "Anyways… I could always try to use my magic to make the illusion of a cricket. If that would work…" Sweetie Belle looked up at Fluttershy and Spike trying to dodge the dragon's attacks feverishly.

"It's better than nothing! Just do it quickly!" Twilight nodded and began working her magic, creating the illusion of a small swarm of crickets.

"Hey, dragon! Look over here!" Gloomtail paused and turned to look at the Unicorn. Fluttershy and Spike quickly gained composure and ran back to Sweetie Belle and Scootaloo, who had backed themselves up against a wall. The dragon leaned down to look at the small insect mirage.

"But, how did you… no! It's impossible!" He hissed at them angrily, backing his head away. "Get those filthy things away!" Using her magic again, Twilight Sparkle attempted to form the sound of crickets chirping. Spike covered his ears as Gloomtail roared in anguish. "Make it stop! Stop that foul noise!"

"Let us out of here, then!" Twilight demanded. Gloomtail hastily moved away from the hallway.

"Go! Get out of here! Just take those things with you!" He began gagging, coughing something onto the ground. "Even take the stupid key that you wanted! Just leave!"

"The key?" Twilight asked, looking at the shape. "Quick, Spike, grab it!" Twilight released her magic, causing the cricket illusion to disappear. Spike ran and grabbed the key and they fled towards the hallway. Gloomtail looked as the mirage disappeared.

"What? You tricked me!" His voice grew louder and angrier. "Come back here, you pests!" He roared at them as they fled into the hallway. He still took the opportunity to send a stream of flames through the hallway after them. Twilight used her magic to form a blockade in the hallway, stopping the flames from reaching them as they ran towards the door. They heard a final roar from Gloomtail as Spike slammed the door behind them.

Luckily for them, the key that Gloomtail had given them was the key that fit inside the pedestal on the top floor of the Riddle Tower. Once used, eight other pedestals arose from the floor around the central one. Each one of those had its own keyhole, which matched up with one of each of the keys they had found by solving the puzzles. Once each key had been set in place, there was a rumbling noise from the back of the room. A hidden door shifted open to reveal another area ahead. They headed inside to find themselves in a sort of mansion. They climbed down a long set of stairs lined with red carpeting, the door behind them closing. There were more lit torches in here and they wondered if that was because of some more magical properties or simply evidence of Filthy Rich's passing through.

"They couldn't have got much further now. We have to be close!" Spike cried out as they walked along the red carpet pathway. They marched along through many sets of doors leading into only larger rooms, which felt rather endless. One of the rooms was just a long pathway with deep, dark abysses on both sides. They walked single file, trying their hardest not to peer over the edge and get vertigo. Past that room was another set of stairs heading down, and finally, an elaborate set of double doors. After opening that, they found what they had been looking for.

"Welcome, Spike! I'm surprised it took you this long to reach us."

"Give her back, you monster!" Spike yelled angrily at Filthy Rich. He snickered and ignored his demand, turning to his daughter.

"Would you like to test out that second robot daddy bought you to replace the old one?"

"With pleasure, daddy!" Diamond Tiara said in a sickeningly sweet voice. Filthy Rich took out a small device and clicked the button on it, causing a robot contraption to form itself around Diamond Tiara. It rose up much taller than the first one she had used in the Boggly Woods and seemed to have larger weapon mechanics on it. "Let's take these guys down for good, Daddy!"

"Of course, dear." He and his daughter approached the group, prepared for battle. Spike growled furiously and Twilight stepped valiantly beside him, ready for battle. The fillies took places on the other side of him, Fluttershy timidly standing beside Twilight.

"We won't let you down, Rarity! We will stop them!"

"We'll see about that now, won't we blank-flank?" The evil filly laughed as she pressed a button on her machine, causing the robotic arms to stretch out, the arms cannons charging their energy. "Goodbye, Cutie Mark Crusaders!" With another button, two rockets shot out of the cannons at them. Twilight easily formed a barrier of protection around them, causing them to explode in front of them and swirling up a storm of dust. They used this to their advantage, Spike hopping onto the back of Fluttershy to try and perform the maneuver they had used on Diamond Tiara's previous machine. Spike jumped onto the glass of the robot's cockpit.

"Give up, Diamond Tiara! You can't keep my sister here forever!"

"What are you going to do about it, Spike? You can't break through this time! It's heat proof!" Spike attempted to use his flames on it anyways, but she was right. With a manipulation of the controls, the robot shook Spike off of itself, but he was caught by Fluttershy, who brought him back to the ground.

"Now what do we do?" Spike asked.

"We can try and trip the machine. That might mess up some of the wiring and disable its movement." Twilight said just as Sweetie Belle was about to speak, used to being the one to come up with the plans. The filly gave her a slightly scornful look.

"That's a good plan. Let's go with that." she said anyways.

"Are you just going to stand around and talk, blank-flank, or are you actually going to try to do something productive?" Sweetie Belle pawed at the ground. "You know, as opposed to every other day where you can't even get your Cutie Mark!" Diamond Tiara laughed harshly.

"Why aren't you coming at us, Diamond Tiara? Can you barely move in that giant hunk of metal?" Diamond Tiara stopped laughing, staring at Scootaloo, who had decided to speak up.

"Oh, you want me to hurt you? That's funny, I didn't think you would give up that quickly. Not that it matters to me either way." She began charging the cannons again, but the fillies began running circles around the machines feet. "What in Equestria are you doing?"

"Just try to step on us, Diamond! I dare you!"

"Yeah, there's no way you can catch us! We're way faster than that old pile of junk!" Diamond Tiara sneered.

"Yeah, right. You're just asking to get crushed! Fine by me!" She fell straight into their trap, pressing the controls to lift up the robot's feet.

"Now, Twilight! Go!" Sweetie Belle called back. The Unicorn ran at the feet of the robot, running underneath and using her magic to send a shockwave through the leg of the robot. It caused it to stumble, becoming unstable.

"What? What did you do?" The robot began falling over sideways, Diamond Tiara screaming inside.

"My precious darling!" Filthy Rich cried out, running over to the machine. He opened the hatch, prying her out of the cramped space. Spike stomped up to Filthy Rich, Sweetie Belle standing beside him.

"Now, give us back Rarity! You can't keep her hostage anymore because obviously you can't stand up to us!" Still, though, he laughed at them.

"Aren't you forgetting them?" he asked, pointing back to his crew of stallion bodyguards. They walked up behind him, standing in a line before where they presumed Rarity was being held prisoner. Before Spike could speak another word, there was a crashing noise from above.

"Whoops! Pardon me, I didn't see you there!" Debris from the ceiling fell down, knocking out a few of the stallion bodyguards.

"Heehee, silly Daddy! There's no need to apologize to the ceiling!"

"Ahh, but you can never tell which things are alive and which things aren't, dear. For example, you may not be alive right now!"

"That makes no sense!" Twilight's mouth gaped wide open as Discord descended from the ceiling. A pony who wasn't a Pegasus floated beside him, her eyes swirls of purple and white.

"Twilight Sparkle! What a delight to see you again! How's the Princess? She must be doing well since I put her under that fun little spell, isn't she? Either way, you must know why I've returned now, haven't you?"

Chapter Twenty: Discord's Return

Chapter Twenty: Discord's Return

Twilight Sparkle stared in shock as Discord and his kin laughed together, floating in the air above the commotion. He used his powers to lift the Unicorn into the air, beckoning her to the air before him.

"How has life been in Ponyville, Twilight? Have you made any new friends? I sure hope so. I'd hate for Celestia's star pupil to be failing on the one mission she was given." With a snap of his fingers, Twilight was released from his grip and dropped to the ground. Spike ran to her side as she stood up, regaining her strength and glaring at him.

"What do you want, Discord? The Elements of Harmony again?"

"Hmm, maybe. Maybe something else." He filed the talons on his bird-like hand, making the file disappear afterwards. "Maybe I'm also a teensy bit upset that you had my little helper banished to outer space?" Twilight cocked her head in confusion.

"Outer space? What are you talking about?" Spike tapped Twilight's shoulder.

"Uhh, when we ran into Queen Chrysalis in Twilight Town, Princess Luna banished her to the stars so Princess Celestia could deal with her later." Twilight quickly turned back to Discord.

"You were working with Queen Chrysalis? How did you find her?" She shook her head, still confused. "How did you escape your prison in the first place?"

"Ahh, Twilight, I have my ways. But, no matter, that story is for another time. Now, then, since my plan to send Equestria into a state of chaos once again didn't work, maybe stealing the Elements while they're all in one place will make things easier?" He grinned as Screwball, who had apparently left his side, flew up beside him, holding in her front hooves the six Elements of Harmony.

"The Elements! Fluttershy!" Fluttershy flew towards Screwball at Twilight's command, ready to tackle her to regain the Elements. Discord was too fast for her, though, and stopped her with a simple barrier which sent her cascading to the ground. The fillies made sure she was alright.

"Haha! That was much easier than I ever thought it would be! I'm really finding this much too easy, Twilight, can't you just try a little harder?"

"Hey! What do you think you're doing with the Elements?" Discord turned to stare at the source of the high-pitched whining voice.

"And who might you be, little filly?"

"Diamond Tiara. Wait, are you from the statue Cheerilee showed us that day we went on that really boring field trip?" Discord frowned at her disapprovingly.

"Ahh yes, I may remember your face. I'm not saying it was a pleasant memory, though." Diamond Tiara scoffed as he went past her, stopping at the place between the guards where Rarity was being held. He separated the stallions and lifted her into the air. "Rarity, you're here as well! I see half of your little gang is here, where are the others?" Spike and Sweetie Belle began jumping around to gain Rarity's attention.

"Big sister! Over here!"

"Rarity, are you alright? Did they hurt you?" She smiled weakly at them, too upset to speak. Discord looked between the two, then at Diamond Tiara and Filthy Rich.

"Am I interrupting something here? I feel like there's something I'm missing."

"It's none of your business, Discord. Just give Rarity over to us along with the Elements and leave." Twilight said, sneering. Discord looked at her, then began laughing.

"There is something going on here! Has your precious Rarity been kidnapped by these ponies? How chaotic!" He set her back down in the crowd of stallions, who quickly held her down again, blocking her from Discord's view. "Oh my, if only Celestia could see this now! You're in quite a pickle now, aren't you, dear?" He picked up Twilight by her tail and brought her to his eye level. "What are you going to do now? Is there anything you even can do or have you finally been defeated? If your own friends aren't even going to be here to support you, then I can't imagine what kind of state you're in right now!" He laughed as Twilight's expression changed to one of helplessness. He set her back down on the ground.

"Could he… be right? Are we doomed to fail? Is there no way out of this?" Her despair brought her nearly to tears, but Spike stepped forward.

"No. We can't fail. We came too far, we can't fail now! Twilight, can't you see he's only trying to bring you down? That's just what he did to you in Ponyville, and you didn't let that stop yourself from defeating him! Sometimes being in the worst position doesn't mean you're going to lose, it just means you have to work harder to get there! That's what we have to do!"

"What wise words from a little dragon. Too bad words won't get you anywhere." Discord snickered as Spike tried to pep talk his friend.

"Oh yes they will!" A blur of color soared through the air, tackling Discord with little warning. He released the Elements from his arms, letting them fall to the ground before Diamond Tiara and Filthy Rich.

"There ours, Daddy, get them!" Diamond Tiara was already reaching for the shiny objects, but the fillies had already had enough of her actions. They ran at her together, jumping through the air and smacking against her at full force. She didn't have time to shield herself and was knocked backwards away from the Elements. That didn't stop her father from gathering them for himself, though.

"Twilight, get the Elements!" Spike commanded, a plan already formed in his head. She galloped towards him, her horn glowing with a pink light. Using her magic to focus her energy and power, she tackled Filthy Rich and knocked him away from the Elements.

"Go, my daughter, get to the Elements before they do!" Discord told his daughter.

"Okey-dokey!" she said cheerfully, flying down to where they had fallen. Spike, taking notice of this, ran at them as well. He dove for them and luckily, got to them just before she did. Fluttershy quickly maneuvered over to Screwball and pushed her out of the way so she couldn’t attack Spike. Spike held up the six Elements as best as he could and took in a deep breath.

"Spike? What are you doing?" Twilight asked, a look of panic crossing her face. He ignored her question and blew his fire over the Elements. When it disappeared, the Elements had vanished with it.

"What? Where'd they go? Did you burn them all, idiot?" Diamond Tiara asked angrily.

"Spike, you're a genius!" Twilight praised. Diamond looked at him, still confused.

"What did you do with them?"

"He sent them away to the namby-pamby Princess Celestia. It doesn't matter, though, for you are still powerless if not even more so without them, Twilight Sparkle." Diamond Tiara stomped her hoof, but her father consoled her.

"We don't need them any longer, dear."

"I know, Daddy, but did you see how sparkly those jewels were? They were probably worth a fortune!" He shot her a strange look, but ignored her otherwise. He turned back to focus on the battle between Twilight and Discord.

"So where is your precious Princess then, Twilight? Is she still trying to clean up the mess I made in Equestria while she was on her little vacation I provided?" Twilight flared her nostrils.

"Yes, she is. Discord, why were you working with Chrysalis?" Discord raised an eyebrow.

"The Changeling Queen? Oh, I only found out she had a similar grudge against you little ponies and Princess Celestia so we figured it was only the best option to work together in defeating you. Sadly, it seems as though she couldn't work up to my standards and failed. It's almost too bad, though. It seems as though the fate she would have given you would be much easier to deal with than what I plan on. Being turned into statues? I've dealt with it almost all my life, it's boring but doable." Twilight had no idea about what he was talking about, but continued to watch him as he circled the area above them.

"What do you even want with me now, Discord? The Elements are gone, you can just leave and go back to where you came from." Screwball glared at Twilight with her swirling eyes, upset that she would talk to her father in that manner.

"Now, now, I already know that. No need to give me useless information. But besides that, I still have a personal grudge against YOU, Twilight. You did lead your little friends in the re-imprisoning of me, after all!" Twilight gulped, but tried not to reveal her fear in her expression. "Well then, what should I do to you, Twilight? Permanently remove your horn?" Twilight looked up and gasped to find her horn was missing. "Turn you into a helpless filly?" She reverted back into a Unicorn, but was now a helpless baby, sucking on her hoof. "Or maybe I should erase your memory of magic and your times spent in Ponyville with your friends and the precious Princess?"

"No, don't!" Fluttershy and Spike cried out simultaneously. Discord looked over at them and lifted them into the air with his magic.

"Fluttershy and Spike! Maybe I should punish you just as much? And maybe Rarity, too!" The stallion guards closed further in on Rarity, but she was lifted into the air as well. By now she looked exhausted, as though ready to give up.

"It doesn’t matter anymore. I don't care what you do with me."

"Big sister! No! You let her go, you monster!" Sweetie Belle ran and jumped off the back of Diamond Tiara, clinging onto one of the legs of Discord.

"What in Equestria are you doing?" He shook his leg, than inspected her closer. "Aren't you one of the little fillies that helped set me free?" Sweetie Belle looked up at him questioningly, but another small shape flew through the air and grabbed onto his other leg.

"Let them go, you jerk!" Scootaloo yelled. Discord laughed as he stared at the fillies who were clinging so desperately to him.

"What a joke! Screwball, take care of this!" Before she could do anything, though, Discord let out a yelp and released his magic, causing Twilight to change back into normal and send the rest tumbling to the ground. Scootaloo and Sweetie Belle were kicked away.

"Did you do something?" Sweetie Belle asked Scootaloo. She spat onto the ground.

"He tasted terrible." Sweetie Belle shook her head, but playfully shoved her friend. Twilight shook her head, disoriented. Discord glared at her, more furious than ever.

"You will pay for your deeds, Twilight Sparkle. There isn't anything you can do to stop me." Sweetie Belle and Spike had run up to Rarity, who was now away from the confused looking stallion bodyguards.

"Rarity, I've missed you so much! I never gave away your Element, though, just like you asked me to!"

"Oh, Sweetie Belle, I've missed you too. I'm sorry I've been apart for so long, pray to Celestia it will never happen again."

"Rarity, you don't have to apologize! It's us who should apologize for not coming any sooner! It's all my fault, I should have done something more!"

"Oh, Spikey-Wikey, you did come to my rescue though! You're my little dragon knight in shining armor." She nuzzled the two, tears unable to flow from her eyes because of all the crying she had done in her prison. Discord faked a gag.

"Disgusting. That's something I'll have to deal with later." He turned back to Twilight. "Now, where were we?"

"You were leaving, that's what." She said menacingly.

"Oh really? And how is that?" With a magic spell, she struck Screwball. The mare was shocked as the wave passed over her. Once the magic had vanished, she had disintegrated into thin air. "What? Impossible! What did you do?"

"I knew she was just another one of your creations, Discord. I got rid of her, just as I can get rid of a Changeling's disguise. You couldn't fool me with something like that." He was awestruck, looking almost hurt.

"I will return, Twilight Sparkle. I will seek vengeance on you and the rest of Equestria. Just wait and see." With that he flew through the air towards the hole he had created in the ceiling. Before he even reached it, he used his magic to teleport away. The rest of her friends cheered as he was gone.

"What a great ending, huh Daddy?"

"Oh, not quite Sweetheart. We still haven't had our good ending!" With a clap of his hooves, Filthy Rich's minions split up the reunion between Rarity, Spike, and Sweetie Belle. They screamed as they were torn away, she dragged off into the other direction.

"Rarity!"

"Sweetie Belle! Spike! Help me!"

Chapter Twenty One: Shadow Queen

Chapter Twenty One: Shadow Queen

Sweetie Belle, Spike, and Twilight tried with all their strength to get past the stallion guards and free Rarity. They were dragging her off to some location beyond them and Filthy Rich and Diamond Tiara were walking along with them, heavily guarded themselves.

"Let her go!" Spike yelled. Twilight tried to use her magic against them, but some retaliated with their own magic, making it useless. Rarity reached out to the group as they dragged her away. They finally stopped at the top of a set of stairs in front of an unopened chest.

"Finally… the moment we've been waiting for, for so long. It's finally arrived. Imagine all the power we will possess, my daughter!" The guards formed a barrier around the two and Rarity, preventing Twilight and the others to reach Rarity. At Filthy Rich's command, two of the guards set Rarity down in front of the chest, she too weak to move from the spot.

"My lady, we have brought you our sacrifice. Now take the body of this mare and let your power rise and grow. Let yourself revive and help me in your name. Show us your great powers, oh Shadow Queen!" As he spoke, the chest began quivering, a dark aura forming around it. The group couldn't see what was going on, but Rarity was fearing for the worst, though she knew she could do nothing. The lid of the chest flew open suddenly, a wave of shadows flooding out into the air like a dark, menacing cloud. The sounds of whispering filled the air, striking fear into Rarity's chest.

"What… is that, Twilight?" Spike asked, shaking with fear. She was too terrified herself to respond, nor did she even know the answer. They watched in awe as the shadow formation twisted through the air down to Rarity, her unblinking.

"Take my sacrifice, Shadow Queen. Rise up and regain the power you once possessed!" The shadows quickly surrounded the Unicorn, trapping her in a vortex of darkness. The shadows penetrated her chest, causing her to fall over, wincing in pain. The shadows lifted her into the air, still flowing from the chest and increasing in size at a fast pace.

"Rarity! What's happening to her?" Her eyes had gone dark, yet she still seemed to be trying to fight for control of her body. She tried to use her magic with the strength she had left, but the shadow overtook it, turning her blue magic a dark, dull purple. She screamed and writhed in pain, but it stopped once the shadow had taken its final form. It now looked like a large, shadowy mare with Rarity trapped at its center. The Shadow Queen was now living once again.

"This is magnificent! Better than I ever dreamed to be possible! My Queen, you and I together shall take over this filthy planet! Your powers go beyond even that of the greatest Unicorns! You can't be stopped!" Filthy Rich laughed evilly while Diamond Tiara gaped beside him, unsure of how to feel about the shadowy form.

"Rarity!" Sweetie Belle squeaked, more worried about the state of her sister than the monster that loomed ahead. Filthy Rich beckoned for his guards to part.

"Now, Shadow Queen, my first command is that you dispose of these filthy creatures that are so persistent in stopping me. They've become a nuisance and for that must die." The shadow beast began floating towards them, the strange whispers still filling the air. Twilight was filled with dread, not sure of what she should do.

"Spike, do you have any…" Spike looked up at her with worry. Twilight was never the one to ask him for help, so he knew how dire the situation was.

"Twilight… I… I don't know." She was hoping his attitude of persistence hadn't given up yet, but was too afraid to know. Sweetie Belle stared past the shadows at her sister, who was trapped in the vortex of darkness. Tears began streaming down her face as her mind went blank. She had no idea of what to do, and that worried her more than anything.

"M-maybe the Elements?"

"They're with Princess Celestia and the other ponies are who knows where. Besides, you couldn't even use them without Rarity!" Twilight bit down on her lip, trying to prevent herself from crying. Fluttershy walked up to her and leaned on her shoulder, crying herself. Scootaloo tried to soothe Sweetie Belle.

"Rarity! I know you can hear me! Please, fight harder! Just try to beat that thing, I know you can!" Filthy Rich began laughing beside the Queen.

"Do you really think the simple sound of your voice can save her, dragon? The Shadow Queen is so much more powerful than Rarity is, she wouldn't be able to free herself if she had the strength of Princess Celestia." Spike glared at him, but realized how small their chance of winning was. "Now, my Queen, let's rid of this group once and for all." The Shadow Queen's shadowy horn glowed with a dark, gloomy light, Rarity's glowing as well. The magic shot forward, but was suddenly matched with a different beam of magic.

"Twilight!" Spike cried out as she tried to hold it back. It was much more powerful than her and was gaining a quick advantage.

"Run, Spike! Get back to Canterlot and bring Princess Celestia! I'll distract them as long as I can!"

"What? There's no way I'm going to leave you, Twi! I would never do that!" She held the magic at bay longer, but there was no way she would win.

"Rarity… I'm… sorry…" Suddenly, though, the magic was canceled out before either had a chance to reach its opponent. Twilight looked back to see what had happened.

"Twilight Sparkle! We have come while my sister watches over the lands of Equestria! She has sent us forward to aid you in your mission." Princess Luna bowed before her and Spike, but quickly returned to her prepared stance. "Shadow Queen, you shall not attempt to rule over Equestria once again. We shall banish you once more!"

"Foolish Princess, you cannot defeat me alone. You no longer wield the Elements of Harmony, either, so you shall not win." The voice of the Shadow Queen was one that sent shivers up the spines of the group, a voice that seemed to be from beyond the grave and the realms of light. Luna stood her grounds.

"Thou may think the advantage is in their favor, but we are much stronger now than before. Besides that, we have our own aid." She shot a magical beam from her horn at the Shadow Queen, but it was matched. "Twilight Sparkle, we need you to come to our aid." Twilight nodded and combined her magic with Princess Luna's. Their combined abilities began to overtake the magic of the Shadow Queen.

"What? Impossible!" Filthy Rich cried out. "You can't let them win this easily!" The Shadow Queen laughed sinisterly.

"There's no way they could possibly win this easily. I have not shown them my true powers yet." She reared back and the shadows grew around her. The magic from her horn grew stronger and pushed against Twilight's and Luna's quickly, causing them to fall to the ground.

"Twilight! Princess Luna!" Spike and Fluttershy ran to the two, helping them get back up, as they were weary. Sweetie Belle pushed Scootaloo's hoof from her shoulder and stepped forward to confront the Shadow Queen.

"Let my sister go! You can't keep her like this forever!"

"Ahh, but I believe she can, young Sweetie Belle. Do you regret your decision now to not hand over the Element in exchange for you sister?" She wanted to say yes, but Rarity had seemed happy that she had kept her word. Besides that, she knew they could get out of this, she just needed a plan. What the plan could be, she didn't know. She looked over at Spike.

"Spike! Do you think it's possible we could try to break through and free her? I think if she just hears the voices of those who love her, she might be able to regain some of her strength!" Spike looked over at her, agreeing.

"But I tried that and my voice alone wasn't enough."

"I have a plan, though! It might be dangerous, so you have to let me know if you're in for it!" Spike took no time to consider.

"I'll do it, just tell me what I need to do." Sweetie Belle nodded and turned away.

"Fluttershy! We need you to fly us into the Shadow Queen!"

"What? Are you crazy? No no no, that is NOT a good idea, Sweetie Belle! I couldn't possibly do that!" Sweetie Belle began looking frustrated.

"Fluttershy, we have to do it! It might be the only way to save Rarity!"

"But… I don't know if I can… I…" Spike gave her a hard stare.

"Fluttershy, you've been saying things like that this whole time, but look at how much you've accomplished! I know you can do it. You have to. Do it for Rarity!" Fluttershy looked over at the Shadow Queen, who had begun to do battle with Princess Luna and Twilight once again. She gulped.

"W-what do you need me to do, exactly?"

"Do you think you could carry both of us?" Fluttershy nodded to Sweetie Belle, although she wasn't sure if it was actually possible. "Good, then get ready to fly us as close to Rarity as possible." Fluttershy squeaked as they climbed onto her back. "You can do it, Fluttershy!"

The Pegasus lifted herself into the air, flapping her wings harder than she normally did to compensate for the extra weight. Once in the air, she gazed into the body of the Shadow Queen, scouting out Rarity. Down below, Scootaloo ran up to Twilight and Princess Luna.

"Keep her distracted as long as you can! We can't have her attacking Fluttershy, make sure she focuses her magic on you two!" The two nodded in understanding, pushing their magic to the limit. Scootaloo signaled up to Fluttershy, who began homing in on Rarity.

"Can I even pass through the shadows?" she asked Spike and Sweetie Belle with a fearful tone.

"I-I don’t know, you just have to try!" Fluttershy whimpered as she approached the vortex. Luckily, they're plan was working as the Shadow Queen was focused on overcoming Twilight and Princess Luna. Filthy Rich, though, had taken notice of the trio.

"My Queen, look above you! They're trying to stop you, stop them before it's too late!" The Shadow Queen, though, was too focused on her opponents to look over. Fluttershy, although frightened, quickly flew through a gap in the shadow. Inside the Shadow Queen was empty except for Rarity, who was being held by ropes of dark material. Fluttershy flew in close enough to see into Rarity's now dull, pitch black eyes. She didn't seem to take notice of them.

"Rarity! Can you hear me?"

"Big sister! I know you're there, please, snap out of this!" Rarity took no heed of their words, still staring lifelessly.

"Shadow Queen, please! Stop them, quickly!" She increased her magic to overcome the two, who were more prepared, but were still losing their advantage slowly. Spike and Sweetie Belle persisted in their efforts.

"Rarity, please! Listen to me! Push the Shadow Queen away and be free! I know you can do it, you just have to follow our voices!" Sweetie Belle had begun to cry again, leaving Spike to speak in coherent sentences.

"Sister… p-please, come back! Come back!" The young filly reached out a hoof to her sister's lifeless body and Fluttershy flew in closer in response. She touched Rarity's fur, but retreated quickly as the shadows felt as though they burned her skin. She shook off the pain and tried again, hugging her sister. Tears still flooded from her eyes.

"Sweetie Belle…" Spike leaned forward, wrapping his arms around Rarity as well. "We can get through to her. I know we can." They hugged her tightly, careful not to lose their balance. "Rarity, please listen to us. We all love you and we just want you back." A tear fell down his cheek as well. Rarity's eyelids fluttered, her eyes beginning to fade back to their normal color.

"S… Spike? Sweetie Belle?" Within an instant, all of the shadow vanished back into the chest. Rarity, Spike, and Sweetie Belle found themselves falling through the air, Fluttershy attempting to catch them. Princess Luna rushed through the air in time to help her bring them safely to the ground.

"No, it's impossible! You destroyed my Queen! How could this happen!" Filthy Rich fell to his knees. "You couldn't possibly do this… yet, my Queen…" He glared at them, but his expression turned to one of fear as Princess Luna approached him.

"Thou has attempted to awaken the powers of the Shadow Queen. Does thou not know the consequences of one's actions? For that, you shall pay under the divine judgment of the Princesses." Diamond Tiara and Filthy Rich trembled beneath her might. "You shall return with us to Canterlot to receive your punishment. Come." They rose up, heads hung low, and followed her. "Twilight Sparkle, Spike. We are certain Princess Celestia will wish to see you and your friends soon enough. We wish you a good day, but we have further business to attend to."

Chapter Twenty Two: Return

Chapter Twenty Two: Return

The reunion with Rarity was a long one. They weren't sure for how long exactly they had been in the Palace of the Shadow, but they didn't care now that they knew they had won. Filthy Rich and his henchmen were gone, the Shadow Queen was securely shut once again inside of her chest, and they were safe together.

"Thank you… thank you so much… I-I'm not sure I would have made it without you all…" Rarity was sobbing into Twilight's hair as Fluttershy, Sweetie Belle, and Spike crowded around her in a group hug. Scootaloo watched from the side.

"Rarity… I'm so sorry we didn't come to you sooner. I… I can't even imagine what it must have been like trapped like that, in that THING. It must have been horrific!" Rarity swept the tears from her face.

"I can't exactly remember what was happening. It was dark and I was trying to find a way out… but it's mostly all a blur. Until I heard Spike and Sweetie Belle calling to me, that is." She broke out into loud sobs again, hugging the two both tightly. "And Fluttershy, dear, you were so brave! I'm so proud of the pony you've become!" Fluttershy embraced her friend tightly.

"I'm so glad I was able to help you, Rarity. I-I thought I would just get in the way, but I help save you! I don't know what I would have been able to do with myself if you ended up that way forever!" She had tears streaming herself. Rarity suddenly reached out a hoof to Scootaloo, who was standing awkwardly aside from the group.

"Come here, darling. I know you had your share of help too. I'm sure you were also able to support Sweetie Belle as a friend, and I cannot ever thank you enough for that." Scootaloo gingerly stepped forward and was dragged into the pile. Sweetie Belle and Rarity hugged her tightly.

"Scootaloo, you're one of the best friends I've ever had!"

"Yeah, yeah, you're welcome… I'm just glad things turned out how they did." Scootaloo, not being the sappy type, felt out of place, but was truly grateful that everything worked out in the end for them. Eventually, Twilight pulled away from the group, wiping the few tears from her eyes and clearing her throat.

"So, it's probably for the best that we leave this place now. It's not the ideal location, and I'm sure Cheerilee is wondering how it went. I'd like to get back to Equestria as well to check in with Princess Celestia. Discord is still out there and I'm sure she'll need help with that." They agreed with her and she lead the way out of the Palace of Shadow, back up through the passageways of Underground Rogueport and to the abode of Cheerilee.

"I’m so glad to see that everypony is alright!" the teacher said after they had settled into the main room of her house. Fluttershy had reunited with Angel, who was more than happy with the idea of returning to their home in Ponyville. All of them, in fact, were eager to return to Equestria. Cheerilee had finished her studies in Rogueport and was ready to head back to her old teaching job, considering summer vacation was almost over.

"It was so crazy when we had to take down Discord! Not to mention Queen Chrysalis and the Shadow Queen!"

"Yeah! And Diamond Tiara, you should have seen her face! It was so priceless! I wonder what Princess Celestia's going to do with her and her dad?"

"I don't know, but wait until Apple Bloom hears this! It's too bad she couldn't be with us." The fillies had been busy telling Cheerilee the details of their adventure. They left out the details of the particular time they were kicked off of the train, and other stories they thought their teacher may find cringe-worthy and unacceptable. She found some of their stories shocking nonetheless, considering they were her students. At certain parts of their retelling, she would only bite her cheek and nod, forcing a smile. They didn't seem to take notice.

"Sweetie Belle, we should collect our things and head out if we want to catch the next boat ride back to Equestria. Are you about ready?" Sweetie Belle looked up at her sister. She had been wanting to go back to Equestria a long time ago.

"Of course I'm ready!" She rushed to the back of Cheerilee's laboratory, pulling up her bag of luggage.

"Oh, good. Hold on dear, I'll help you with that." Rarity trotted to the back of the room and levitated a complete set of luggage with her magic. It seemed to be enough for ten ponies, but it was all her own. "Fluttershy, Twilight, are you going to be accompanying us as well?"

"Well, considering the only reason I came here was to meet up with you, yes, I shall be accompanying you back to Ponyville!" Rarity turned to Fluttershy to await her response.

"Oh yes, of course. Angel told me he's been tired of staying in this cramped up place and wants to go back home as quickly as possible." Cheerilee shot the rabbit an annoyed glance, hinting that the time the two had spent together hadn't been the best. Angel stuck out his tongue childishly. Scootaloo hopped up to Sweetie Belle.

"And I'm coming with you guys! I don't have anything to do here anyways, and I'm not heading back to Glitzville, even IF Rainbow Dash was there! Besides, I'm sure she'll come back to Ponyville." She cleared her throat and straightened her mane, trying to look like she didn't actually care. Sweetie Belle grinned.

"Then we get to share bunks again! You better not kick in your sleep this time, though."

"Hey, at least I don't snore like a maniac!"

"That doesn't even make any sense! I don't snore!"

"Yeah you do, how would you even know?" The two were shoving each other back and forth now. Cheerilee got in between the two, separating them with her hooves.

"Now, children, that's enough roughhousing! We don’t need any arguing if we're going to be spending time together on the ship. Do you understand?"

"Yes Miss Cheerilee." the fillies said in unison, hanging their heads in shame. Cheerilee smiled.

"Good. Now then, does everyone have all their belongings before we leave?"

"Yep!" Twilight said, just finishing the retrieval of her own possessions.

"Oh, yes, my things are right over here." Fluttershy said, taking her small amount of luggage from a corner. "So I'm ready to go."

"Great! Let me lock up this place and we can head off to the docks!"

The ship was boarding passengers for quite a while and by the time it was ready to head off, the sun was beginning to set. They had settled into their rooms, which were much nicer than the ones on the ship taken to Keelhaul Key, and were now watching the docks to wave to the onlookers. With the sounding of a horn, the ship began to take off.

"Goodbye Rogueport!" Spike called out, relieved that their adventure was over.

"I'll miss you! Hope to see you again!" Spike turned to find Pinkie Pie standing beside him, waving frantically to the city.

"Pinkie Pie? When did you get here?"

"Oh, I was the first one on! Even before the captain got back from his break! He told me I shouldn't do that, but it's ok, we're friends now!" Spike dismissed her Pinkie Pie logic and looked back at the docks. "Oh, Rarity! I'm so, so glad to see that you're ok! Give me a hug, you crazy Unicorn!"

"Pinkie Pie, lovely to see you agai-" She didn't have time to finish her sentence before Pinkie had tackled her to the ground in a hug. Pinkie giggled as she squeezed her friend tightly. Spike sighed as he watched all of the attention Rarity had given to the other ponies. He felt as though all his efforts were going unrecognized. As the ship left port, he watched the ponies on the docks slowly appearing to get smaller and smaller. After a while, Rogueport was out of sight and the other ponies had already gone elsewhere. Spike was alone watching the sea, which they were surrounded by. The sun was directly on the horizon now and it would be only minutes before it would seem to disappear beneath the water. To his surprise, a pony walked up next to him.

"Enjoying the view, Spike?" He looked up and his heart fluttered at the sight of Rarity. He looked at his hands awkwardly, blushing.

"Uh, yeah, the sunset is beautiful. I-It's really nice to watch over the ocean, too." Rarity sighed as she gazed over the ship's railing.

"Spike, I never did get to thank you properly for going out to save me. When I heard that you and Sweetie Belle had gone off on your own to find me, I didn't know what to think. I'm incredibly sorry if I had any doubts in you at all." He scratched his head.

"Oh, well, it's alright, I'd do anything like that for a friend."

"Oh, now, don't be so modest! I can never possibly repay you enough for what you've done for me! But…" She paused for a second, pretending to concentrate deeply. "I think I may know of one thing that may contribute to my thanking you a little bit…" With that, she leaned down and kissed Spike on the cheek. "Thank you, Spikey-Wikey." Even with all he had done, he still couldn't foresee that coming. He had been wishing for it to happen, but he thought it was just wishful thinking. He swayed suddenly, Rarity grabbing him before he fell over. "Careful, now, don't want to get seasick!" She laughed as she set him back upright. "I'm going to head back to the cabin now. I'll talk to you later, Spike!"

"B… Bye, Rarity." He only managed to get out that as she trotted away, looking gleeful. He held a hand to his chest, ensuring he was still alive and breathing. He let out a sigh as she went away, touching the place on his cheek where she had kissed him. "Wow… she's so amazing… I would do that all over again just to have her kiss me a second time… Maybe Discord could kidnap her this time?"