The Pony Guard (Season 3)

by MXCDarkHorse2020

Rating: everyone
Tags: Spike, Other, Adventure, Crossover, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Drama
Length: 226169

The Lion and Pony Guard all seek to keep the peace between the two worlds together while they all now deal with the threat of Scar who's return is now threatening that very balance.

Following the events of the Canterlot Wedding and learning that Scar has returned, the Lion and Pony Guard must prove to everyone from both worlds that the bond between the Pride Lands and Equestria is meant to be together as one. But Scar has plans for that and his ways to ensure that both the Pride Lands along with all of Equestria is his and is not going down without a fight in a way that will not only test that bond but also the Lion and Pony Guard's bond together.

Published 2021-07-31 05:00:00 UTC
Last updated 2021-10-03 00:00:08 UTC

Episode 2: The Crystal Empire Part Two

Episode 2:

The Crystal Empire Part Two:

With the black clouds closing in on the center of the Crystal Empire, the strong winds and harsh snow falls grow stronger with every passing second King Sombra advances on the kingdom. His spirit’s head rises and chuckles upon seeing the castle within sight.

“The Empire is under attack.” Shining Armor announced towards everyone watching from the balcony before turning to the trio of siblings starting to struggle to keep King Sombra at bay.

Seeing this, Princess Cadance quickly took action and reactivated her magic to help back them up.

King Sombra also quick to see this attempted to charge straight into the heart of the empire but was too late. His red horn got chopped off by her magic to which he howled in pain when it happened. The horn then melted away once it was rendered useless.

While the three were able to breathe a sigh of relief, Cadance had sudden fatigue going through her mind again since she had just used so much magic so fast in repelling Sombra’s attempted advance. She bought everyone time with what she has just perfomed, but time is still at the essence since King Sombra is way too powerful to kept forced back.

Shining Armor’s magic is decommissioned along with Kion’s Roar and Cadance’s magic along with Kyoga and her siblings magic is starting to run thin. So unless they find the real Crystal Heart and fast, they will have to prepare for a reign of darkness from this dark-magic fueled unicorn king.

“I have to find the Crystal Heart!” Shining Armor declared only to be stopped by Twilight.

“No, you stay here with Cadance.” She quickly ordered. “She needs you, Shining Armor. More than ever.” She gently reasoned. “I'll retrieve the Heart.” She vowed before running off ahead.

“Let's do this!” Rainbow was quick to join her along with Ono in flight.

“We’re right behind you Twilight!” Ono vowed.

“I've been trying to figure out how I'm meant to pass Celestia's test. Retrieving the Crystal Heart must be it.” Twilight explained before tasking the two flyers tagging along with something. “But there is something else you can do.”

“Name it.”

“What is it?”

“You and the rest of the Guard have to keep the Faire going.” Twilight instructed them.

“What?”

“With that thing moving into the Empire?”

Both questioned unsure if that’s a good idea.

“The whole purpose of the Crystal Faire is to lift the spirits of the Crystal Ponies, so they can activate the Crystal Heart.” Twilight explained why it’s necessary.

“Yeah, and?” Rainbow asked for more why while they raced down the stairs.

“If the Crystal Ponies find out that King Sombra is trying to take over the Empire again, their spirits are gonna be anything but lifted.” She added on just as Applejack guards the covered replica with Fuli alongside to help her out. “It won't matter if I find the Crystal Heart. They won't be able to make it work. You have to keep them happy here at the Faire. So for the sake of our friendship can you both do that?”

“Keep the Faire going and the Crystal Ponies' spirits high. Done and done!”

“Affirmative!”

Both saluted with confident smiles before setting back in the fair’s direction while Twilight prepares to head out on her own.

“Twily, be careful.” Her brother called out to her from the balcony.

“I will.” She vowed with a warm smile in his direction before heading on out to which both he and Kion both saw this as a sign that she is making more steps into forgiving them and hinted that she might if everything goes well.

Rainbow then flew off and relied the update to Rarity who was currently making hoof crafted arts and crafts pottery had out of wood and straw who would rely the information to Spike who was there alongside her to help and watch her. And after Spike was just updated of what Twilight is now doing, he quickly ran off to find her not wanting her to handle this all alone.

While Twilight is thinking to herself of where to find the Crystal Heart she passed by some of the Guard taking part in the fair’s activities with Fluttershy and Beshte having an easy time bringing smiles to the ponies hearts and colors due to their kind nature.

“Who wants a flugelhorn?” Rainbow elsewhere shouted to the crowd.

“I want a flugelhorn!”

“Me too!”

Both Pinkie and Bunga exclaimed in reply while wearing jokester outfits to which earned them an irritated frown from both her and Ono.

“Who else wants a flugelhorn?” Ono shouted to everyone.

“I want a flugelhorn!!” Pinkie screamed like a child throwing a tantrum.

“Yeah!” Bunga protested just as childishly. “What do we look like children?”

“Yes.” Ono bluntly responded with a blank expression.

Twilight during this looked around to see that everything is going as planned so far before smiling upon knowing where she can find the Crystal Heart.

“Twilight, wait!” Spike called out to her while running and catching up to her. “I'm coming with you!” He stated while stopping for a moment to catch his breath.

“Thanks but it’s okay. I got this.” Twilight tried to politely decline that. “I’ll be fine in finding the Crystal Heart by myself.”

“Come on please?” He insisted on being there for company. “I promise I won't lift a claw to help you.”

Twilight sighed before levitating the baby dragon onto her back to comply with his wishes. “Not a claw, Spike.”

Twilight then set out while running through the streets of the Crystal Empire while maneuvering around the ponies walking by.

“Where are we going exactly?” Spike asked.

“I think I might know where King Sombra hid the Crystal Heart.” Twilight answered.

“The king would've been counting on the fact that nopony would dare come looking for it here.” Twilight explained while approaching the castle ahead. “They'd have been too afraid to even try.”

“I hope you're right.“

“I’m certain about it.” Twilight replied definitely sure she is. “Just like before.”

Elsewhere, the Crystal Fair is still going on smoothly, although some of the crystal ponies are eagerly seeking to get a peek at the Crystal Heart. Some of them to which Rainbow Dash was quick to get right in ponies faces whenever they got nearby.

“What are you lookin' at?!” She interrogated one of them before he quickly backed off. “That's what I thought!”

Even if they shouldn’t be seeing it, it’s doing very little in assuring that everything is all right to which Fuli quickly pulled Rainbow aside to chastise her for doing so.

“Seriously! We're supposed to be actin' like nothing's wrong not scaring them away.”

“Got any better ideas?” She returned to which she thought of before turning to the alicorn princess on the balcony.

“Yes. Since she has help with the protection spell I’ll try to ask her to help handle dealing with them.” Fuli proposed. “In the meantime, you can show off your joustin' skills.”

“Well…” Rainbow scratched her chin while liking the idea. “Seeing my awesomeness does have a way of putting ponies into a pretty good mood…All right.” She accepted. “But only if you’ll spar with me.”

“Deal.” She accepted before heading on over to the jousting section while Fuli rushed off to fetch Cadance.

“Although…” She thought to herself. “…I’m curious to see how well Twilight’s brother of a jouster he is.”

With Fuli’s back turned, one of the crystal ponies approaches the covered Crystal Heart and it was the pony that Twilight questioned earlier.

“How are y'all feelin'? Havin' a good time?” Applejack greeted.

“The best I've had in over a thousand years!” She happily returned.

“Well, that's good!” Applejack was pleased to hear that while stepping forward towards her to force her to back up away from the Heart. “Gotta renew that spirit of love and unity if you're gonna power up that Crystal Heart, right?”

“I sure would like to see it before the ceremony. It's been such a long time.” She expressed while trying to tilt her head to get a peek with Applejack quick to do the same.

“Oh, I hear ya, but, uh... phew…!” Applejack stammered due to her inability to lie but luckily for her, Ono came flying by to her rescue.

“What’s the rush?” Ono asked the mare. “You’ll get to see it when it’s time. Plus there’s plenty of other activities flying around here. Ooh.” He turned her attention to a drink stand before seeing other ponies trying to get a peek. “Ooh! There’s a jousting match about to start! The Fastest of the Fastest from both the Lion and Pony Guard going toe to toe with each other! Now how about that?”

The crowd instantly rushed over there to which Ono smiled before wiping the sweat away from his forehead.

“Thanks.”

“No problem.”

The two exchanged before wondering their thoughts about Twilight and her search for the real Crystal Heart.

“Come on, Twilight... These Crystal Ponies are more curious than a cat!” Applejack said to herself.

“Don’t worry.” The white egret assured. “I’ll help you handle this and try to see if Princess Cadance can come out here to help you out. But for now let’s just make sure everything is doing keen well here.”

“Got it.” Applejack nodded before continuing to keep friendly guard around the area with Ono.

Back in the castle, Twilight and Spike are running around searching every inch of the castle for anything that would lead them close to the real deal but so far have found nothing. At least not until something clicked in Twilight’s mind that clued her in of where to look before leading Spike to the throne room.

“If the Empire is filled with hope and love, those things are reflected across all of Equestria. If hatred and fear take hold...” The memory of Princess Celestia’s demonstration echoing through her mind.

“Of course!”

“Did you find it?” Spike inquired.

“No. Because this isn't King Sombra's castle.” She answered as they both walk up to the throne.

“Well, isn't this where he lived when he was in power?” Spike questioned wondering what she meant by that.

“It is. But it didn't look like this.” Twilight replied before ushering him to step back a safe distance before focusing her magic on the crystal floor below them.

She concentrated on her focus on performing dark magic which resulted in the aura on her horn turning from violet red to black surrounded by green and purple spots.

Spike was left awed while a little unsettled by her sudden new mastery of dark magic. Especially when he noticed she was showing visible strain from using it along with noticing her scar is emitting more black smoke from it like before. But she successfully used the new skill to shoot a powerful beam at the crystal throne opening up a secret passageway but not without hearing a familiar voice from before.

“Hello, Twilight Sparkle.” Scar’s voice spoke from the room to which Spike jumped in fright upon hearing him. “I see you have now mastered the art of dark magic.” Twilight looked around to find where he is around the room. “It sure feels good unlocking your true potential. Doesn’t it?”

“What are you talking about, Scar?” Twilight seriously inquired with a no-nonsense attitude. “And where are you hiding?”

“Right in front of you!” Scar answered while immediately appearing right in front of her with an amused smirk. “Guess it seems you despise guessing games. That’s all right. I too despise them myself.”

“What do you want?!” Twilight demanded while Spike quickly ducked behind one of her back leg’s for safety from him.

“Nothing.” He simply answered in front of the glaring unicorn. “Just thought I stop by and check to see how you have been since the wedding. I see the wedding scars are still showing.”

“Yeah, no thanks to you!” Twilight retorted rather resentfully. “Why did you do that?”

“Because you defied me that’s why.” Scar merely replied. “You should have taken up my offer back then when you had the chance.” He added before circling and pacing around the unicorn. “Then perhaps what happened to you could have been avoided just like your friends and family.” He added while eyeing the baby dragon cowering behind his friend before lowering his head to look at him at his eye level. “And yes, I’m talking about you too, Spike, little baby dragon.”

Spike nervously gulped before Twilight lowering her head down to see Scar eye to eye.

“You leave him out of this and get out of here before I demolish you, Scar!” Twilight ominously warned in his defense with her horn flaring up.

“Oh Twilight, must this all end in violence?” Scar casually shrugged off her threat while walking aside. “Clearly you are still worked up from what happened back then, I understand. Because I too experienced what you went through and yes it was painful and hurtful to be walked out on those you once trusted. But it ultimately turned out for the better because it allowed me to see the truth.”

“What truth would that be?” Twilight asked to which Scar chuckled in response.

“That friendship is nothing but a sham and a sucker’s game.” He answered. “And that you can’t count on anyone especially your heroes.” Twilight still glares at him still trying to make sense of what he is cryptically saying. “I mean think about, it you looked up to them. Your brother, your friends, and your mentor who you see as a mother to you. You went through a once great bond with them and were there for them when they needed your help. But when the roles reversed they left you high and dry at your lowest point.”

Twilight wanted to say something in their defense but couldn’t come but with a strong defense knowing that he is right about what happened at the wedding. Even after all the time they have known each other and even after all they have been through together they still automatically trusted a stranger who should have been turned away upon first sight. And when she tried to stop her she ended up getting the boot from her brother’s most special day with harsh reprimanding words. And that triggered a growl from Twilight upon remembering that painful memory at the wedding rehearsal.

“Think about it and remember what happened that day.” Scar encouraged her to reconsider before preparing to leave her and Spike alone. “Who can trust? Who’s on your side? Who knows?”

Scar then teleported away in a flash leaving Twilight deep in thought while rubbing her left eye in pain.

“Twilight?” Spike nervously gulped once more before sighing in relief now that the sinister lion is gone. “Are you okay?”

“Come on, Spike.” Twilight levitated him onto her back before heading down the stairs. “We better get going. Time is at the essence here.”

Once again, Spike’s worries resurfaced upon hearing Twilight’s response feeling that Scar might have resurfaced the reason why she gave them all the cold shoulder while sitting and hanging on for the ride down the stairs.

Twilight made her way down the down-spiral stair case downwards where the stairs itself are seemingly endless since it took a few minutes to get down to the bottom but they were both able to get down to the bottom. Suddenly remembering to check outside to see how King Sombra is doing, she pulled up a magical aura that showed the borders of the Crystal Empire. And so far even with Kyoga and her siblings magic backing up Princess Cadance’s protection spell, King Sombra’s spirit is still advancing on the empire while turning the upcoming crystals into black dark magic-filled crystals.

“Yesss... Crystalsss...” The unicorn king growled while using his dark magic. “It’s only a matter of time know better this empire falls into my hooves.”

“It's not good!” Spike commented. “Cadance and the girl's magic must be fading faster than before!”

“Then will have to speed this up a little!” Twilight declared before using her magic to slide down the remaining stairs until they got to the bottom.

They found a door at the bottom of the staircase to which magically reappeared in another part of the cave when Twilight tried to approach and open it.

“What in the...” Twilight questioned upon the door dodging her for the second time before trying again to get it to cooperate. “Stop... moving!” After being dodged one too many times, Twilight once again worked her dark magic into stopping the door in its place.

“Stay here.” Twilight instructed Spike after massaging her scarred eye before approaching the door. “Spike, I think it's here!” She said upon trotting to inside where she thinks the Crystal Heart is. “Huh?”

She suddenly finds herself in the hallways of the Canterlot palace.

“How in the name of Celestia?” She wondered out loud before being greeted with a cold remark.

“What are you doing here?” The sun princess of all ponies said to her much to her surprise.

“I don't know! I opened the door and–“ Twilight tried to explain before being cut off by her who didn’t even turn back to face her.

“And now you must go.”

“Go where?” Twilight asked in confusion.

“Doesn't matter to me. You failed the test, Twilight!” She dismissively responded much to her shocked dismay.

“I don't understand! The test?” She protested trying to understand why this was happening. “How did this happen? I don’t even know how I got back here!”

“Save it.” Celestia stated having none of it. “Because not only will you not move on to the next level of your studies, you won't continue your studies at all!”

“I...” Twilight was left stunned and hurt to the core. “You didn't say anything about no longer being your student if I failed!”

“Didn't I?” She merely replied while brushing her aside with one of her wings before walking away and out of the room with closed eyes, refusing to even look at her.

“But... what do I do now?” Twilight was just left very vulnerable like before at the wedding before drawing her attention to a stained glass painting featuring King Sombra conquering the Crystal Empire looking over a defeated Twilight Sparkle surrounded by the Crystal Heart’s magic falling into the pits of black crystals and red flames down below.

“Guess you should have listened to me when you still had the chance, Twilight.” Scar’s voice told her with his head appearing in the red and black flames of the portrait while evilly smirking and looking down at the unicorn below. “Face it, friendship has failed you once and it has failed you again.”

Scar and King Sombra both cackled evilly while a distraught Twilight sobs to herself feeling further heartbroken then before.

“Twilight? Twilight?! Twilight!” Spike questioned upon seeing Twilight like this before repeating it twice more to get her to shake snap out of the illusion she had just saw. “What were you looking at?” He asked before looking through the doorway to try to see what Twilight saw.

When he did, the dark magic from the doorway had his eyes glow sickly green much like Twilight’s just a minute ago. “...Ponyville?!” He questioned. “Well, how did I get... No!” He then suddenly broke down in tears. “I don't wanna go! Please, Twilight, don't make me! If this is about what happened at the wedding, I’m sorry!”

Acting quick, Twilight shut the door closed to cut off the spell that’s allowing Spike to see what he is seeing.

“King Sombra's dark magic. A doorway that leads to your worst fear.” Twilight explained to him.

“We were home. You told me you didn't need me anymore. You were sending me away...” Spike tearfully explained.

“A fear that will never come to pass.” Twilight warmly assured while embracing him. “I'm never gonna send you away. And I'm not gonna fail my test!” She vowed before sending magic at the top of the door.

Only this time she used the magic she usually uses to open the door and it actually worked in leading them down the path to where the Crystal Heart’s true hiding spot is. However, they also had another huge obstacle…

…the many, many, stairs leading up to the top of the castle.

But nevertheless, the two proceeded to start walking up them not about to see to it that King Sombra conquers the empire.

“So, Twilight…” Spike began with something else on his mind. “…I know you don’t really want to talk about this but you’re not thinking that Scar might be right about friendship just because we walked out on you, are you?”

Twilight thought about it for a moment before turning back to give him her answer. “Of course not. At least not to you.”

“You’re not mad at me?” Spike asked hopefully.

“No.” She confirmed. “You have always been by my side no matter even when at my lowest point in life ever since I passed my entrance exam and that’s never going to change no matter what so you have nothing to worry about.”

“Really?” Spike asked just to be sure there are no hard feelings.

“Really.” Twilight returned with a smile at his direction to which left Spike very touched when she moves ahead towards the top of the stairs.

Back on the balcony at the Crystal Palace, Kyoga and her siblings are still managing to maintain their grip on the protection spell along with the princess who is watching over Applejack and Ono divert ponies away from the fake Crystal Heart, but King Sombra is still slowly and surely advancing on the empire with more crystals turned dark by every passing minute.

“He’s still coming towards us.” Ono announced to the three while getting a glimpse of King Sombra regaining his horn with his keen sight. “And he’s got a full horn ready to keep charging.”

“Hevi Kabisa.” Kion softly exclaimed while still drinking his water because of the dark crystals in his throat were still not letting up and making it easy for him to speak before turning to the three with a hopeful look that screams they got to have something up their paws to help back Princess Cadance up. “Please…” cough* “…tell me you…” cough* “…girls have some more inner…” cough* “…strength to keep him back.” He further coughed before focusing his attention back on taking bigger gulps of water with Cadance patting his back to make sure he isn’t choking.

“We’re doing the best we can!” Karabi spoke on behalf of her siblings while slightly straining to keep one of her paws powering the spell.

“His magic is too strong for us!” Lite added in-between grunts.

Kion wanted to say something to Kyoga until Cadance placed one of her hooves on her chin while shaking her head before asking the question he wanted to say to her. “Kyoga, do you think you’ve learned something from her time training under the Tree of Harmony that could help enhance our magic?”

“I don’t know…?” Kyoga could only answer. “…I’d have to think deep and hope for something but I can’t promise anything.”

“Just do your best.” Cadance simply advised. “We still have some time.”

While Kyoga continues helping focus her magic on the protection spell, she also thinks long and hard of the previous lessons the Tree’s spirit told her hoping there is something that’ll help her unlock more hidden potential in her magic.

Back at the Faire grounds, ponies are cheering when both Rainbow Dash and Fuli are both preparing to face off against each other in a jousting tournament. Both were decked out in crystal blue armor and have long jousting spears ready to charge at each other.

Pinkie and Bunga both still wearing their joker outfits were both doing standing on one paw and hoof each when they suddenly heard thunder. King Sombra is get closer and closer to the empire so they had to act quickly to avoid a panic from the crowd. So they quickly blew into their flugelhorns to commence the beginning of the round.

The two immediately charged at each other, two equally confident faces squaring off. These two have each traded matches with each other and the score is all tied up at three apiece with Rainbow winning the first match with Fuli winning the second match. The winner of this round is the winner of the best of seven tournament.

Both Rainbow and Fuli charged in full throttle with the former confident that she’ll win this, but Fuli however has one little trick up her paws that has her thinking otherwise.

Rainbow readied her spear to aim at Fuli’s direction with the cheetah doing the same. But just at the last second Fuli quickly changed her aim and approach when the peagsus moved to aim her spear towards her left by ducking under and caused her to be knocked back.

Rainbow tumbled backwards while the crowd cheered for them for another spectacular jousting demonstration.

“What?” Rainbow asked dumbfounded that she lost that time around just when the victor approaches her to help her up. “But how?”

“Easy.” Fuli replied with a smug smile. “I knew you would try the same approach just like before so I quickly changed tactics on you and did what you’d least expect from me.”

“But you always charge head on and we’ve traded matches before.” Rainbow protested.

“And…” Fuli giggled in response. “…now I decided to do something different to ensure that I come out on top when it counts the most. Think about it. It actually pays to think outside the box and look at the bigger picture.”

“Truer words have never been spoken.” Shining Armor spoke to her with an approving nod while approaching her with a crystal colored helmet and cone on his head and horn. “Well done. For you have demonstrated a strategic victory. Something that requires some patience that is very commendable if performed in the Royal Guard.”

“Well, patience sure is tough for someone who usually likes running in the fast lane. But I find it does pay off in the end if you give it a shot.“ Fuli shrugged while admitting that even if she isn’t the most patient of the Guard she does know how to think and act when it counts.

“It sure does.” Shining Armor agreed while putting on his crystal colored armor. “Now question is, do you have what it takes to compete with me?”

“Bring it.” Fuli accepted with a determined smirk ready for the challenge before they both went to the opposite ends to prepare for a jousting match.

Meanwhile, both Twilight and Spike are going as fast as they can up the stairs, but the process was taking much longer than they expected and they both were starting to get worn out from all the climbing.

“What if this is just more of his magic?” Spike wondered off the top of his head. “He makes a door that leads to your worst nightmare. Why not a staircase that goes on forever?”

Twilight then thought and then looked up towards the many stairs ahead of them and then came up with an idea to make getting there go faster.

“Hold on to me.” She told Spike while levitating him onto her back.

“Uh...” Spike wondered just when she levitates them up and then upside down on the underside of the staircase. Next thing he knows he is in for slide down and up towards the top.

“Oh yeah!” Twilight for the first time since running off the Cadance imposter cheered with an equally confident expression while sliding up the stairs.

Back at the Crystal Faire, Rarity is hard at work creating more crafted art projects for the crystal ponies to enjoy to the point she has run of weaving material. And the worst part about it is that the crystal ponies are starting to panic upon seeing more and more dark crystals being created around them. Also, more and more Crystal Ponies are gathering around Applejack and Ono even with the latter insisting that they can’t get a good at the Crystal Heart.

“Excuse me, pardon me...” Rarity said with a forced grin and nervous laugh before whispering to both the cowgirl and the egret with bad news on her mind. “I am running out of weaving materials for the traditional crafts booth! I just made a hat out of three pieces of hay and a drinking straw!” She gestured to said pony approaching the crowd. “I made it work. But still!”

“We gotta do everything we can to keep this thing goin'.” Ono reasoned with them while looking up at the balcony at those struggling to maintain the barrier. “The Princess isn't lookin' so good and Kyoga along with Karabi and Lite are starting to fade away. I can't imagine their magic is gonna last much longer.”

“It's gonna be fine.” Applejack reassured both of them. “These ponies are gonna power up that Crystal Heart when the time comes, and we won't be needin' her magic anyway.”

“I sure hope that time comes soon!” Pinkie expressed while juggling flugelhorns while balancing on a colorful ball.

“Me too!” Bunga also expressed doing the same thing along with Pinkie Pie. “Even I can't keep this party going forever!”

Just then they accidentally collided with each other and slipped of the balls they were balancing off of causing their flugelhorns to fly up and crash down into the ground with the inflatable balls bouncing into the statue which knocked the fake Crystal Heart off of the pedestal. From there the truth is out.

“Three…two…one…” Ono counted down with a defeated expression knowing they can’t keep the ruse up anymore.

“This isn't the Crystal Heart.” One of the crystal ponies correctly deduced.

“That’s because it’s not.” The egret confessed. “We didn’t want to worry you all and thought this would suffice until we learned the truth about it shortly afterwards.”

“But fear not.“ Rarity quickly assured everyone. “The real one is–“

“On its way!” Applejack quickly added while interrupting the unicorn who was trying to calm everyone down.

“I was going to say 'being polished' to buy us some more time?” Rarity whispered to the nervous chuckling farm pony.

“Well, not that it would have done much good.” Ono voiced they have already dug themselves into a hole already while the unicorn king sinister chuckling is heard from nearby causing every pony to start to panic.

“Crystal Heart...” He ominously voiced through the skies. “…will soon be mine.”

Meanwhile, Twilight is currently have the thrilling ride of her life sliding upwards towards the top of the castle with Spike hanging onto her tail.

“I actually studied gravity spells, thinking I need might this! Turns out I was prepared for this!” Twilight explained during the upside down slide. And after a few more twists and turns they finally were able to reach the bottom of the staircase or more accurately the top before Twilight returned gravity to normal.

Once they managed to recover and see things right side up they turned to their attention to the real deal in front of them, the real Crystal Heart floating over a bright blue colored circular center pedestal.

Twilight was pleased to have finally found it while she approached it. But before she could step on the pedestal just below the heart she suddenly froze herself in place with a sudden thought springing through her mind.

“No way would he make it so easy…” She said to herself. “…this is another trap. I can’t just step my way towards it.”

So with some careful movements of her magic she slowly and slowly moved the Crystal Heart away from the center towards her.

“Easy, easy…” She breathed while trying not get a single drop of sweat in the center almost there…Got it!”

She got the Crystal Heart now in her possession before securing it in her right hoof before making her way back to Spike.

“You did it, Twilight!” Spike exclaimed very excited she succeeded at her task. “You passed.”

“I did, but not yet.” Twilight reminded they still have to get to Princess Cadance and defeat King Sombra before making their way towards the exit. “Let’s go!” Twilight added before they quickly made their way out of the room through the window.

But by then King Sombra has already begun his attack on the Crystal Empire. Ponies down there are starting to panic and none of their friends can keep the ponies from panicking any longer. Time is dangerously thin now and that’s what had Twilight thinking of another plan to deal with this.

“Spike!” Twilight said to the baby dragon.

“Yes?” He returned before being handed the Crystal Heart. “What?”

“Take this! Get the Heart to Princess Cadance!” Twilight ordered.

“But…but…you have to be the one who brings the Heart to Princess Cadance!” Spike tried to point out. “If you don't, you'll fail Celestia's test!”

“King Sombra is already attacking the Empire. He could reach the Crystal Ponies at any moment.” Twilight explained. “There may not be enough time alone for us to get down there before he does any harm. You have to be the one to bring the Crystal Heart to the Faire. I’ll take care of King Sombra.”

“Me? You? But Twilight–“ Spike again protested.

“Go!” Twilight stated that her mind is set.

“But–“

“Goooo!”

Both Twilight and Spike went in opposite directions on their way out with Spike making his downwards with the dark crystals platforms Sombra had started setting up while Twilight made her way up towards the ceiling ready to prepare to engage against the evil unicorn for the fate of the Crystal Empire.

Meanwhile everyone else has regrouped with Princess Cadance along with Kion, Kyoga, Karabi, and Lite with some of the members of the Guard trying in vain to calm them down. At that point Cadance was already worn down to the point she can’t use anymore magic with Shining Armor there to embrace and support her. And not even Kyoga and her siblings magic can do anything to stop him now.

“Now, don't y'all worry your pretty, little Crystal heads! The real Crystal Heart will be here any second!” Applejack attempted to assure them with a forced smile and a wave of her hoof.

“I don't know if they believe you...” The fashionista whispered back in a hushed tone.

“Don't know if I believe me...” Applejack agreed.

“Me too.”

“I wouldn’t.”

“No wonder you stink at lying.”

Bunga, Fuli, and Kyoga remarked that it’s so very true while seeing that the unicorn king is making his way towards the castle or more specifically the Crystal Heart once he finally managed to spot Spike carrying it.

“He's back! I can't take it! Ugh!”

“King Sombra!”

Two of the crystal ponies shrieked upon finally seeing the evil and dastardly villain in the abyss of the black smoke.

“My crystal slaves...” The villainous shadow grinned upon seeing the many terrified ponies below.

Spike on the other hand is trying his hardest to dodge the oncoming dark crystals growing from nearly every surface on the castle and it is slowly eating away time in Sombra’s favor.

“Hey! Up here!” Spike shouted to everyone on the balcony.

“Spike?” Rarity asked in shock.

“Where’s Twilight?” Fuli asked in the same tone.

“I got the Crystal Heart!” He announced just when the unicorn king makes his move on the empire’s prized possession. “Twilight’s getting ready to buy us some time because now here he comes!” He further shouted upon seeing the unicorn locking eyes on him.

“That is mine!” King Sombra growled before sending dark crystals in his direction to trip him up and cause him to fall towards him.

“Spikey-wikey!” Rarity exclaimed now greatly worried now that he is facing doom against the advancing king who has now regained his full body.

He licked his lips with the Crystal Heart in full sight.

“Someone do something quick!” Ono alerted urgently.

“Find the light in the dark.” Astral Twilight’s voice spoke in her head to inspire her to finding that angle.

Kyoga after looking around and getting a glimpse of Twilight getting herself in position with a hoof up ready for her make the move that’ll help save everyone and remembering her words from the Tree of Harmony’s spirit she got an idea.

“All right, Shining Armor, when I give the signal I need you to get Cadance up there ready to fly Spike to safety.” Kyoga ordered.

“What?” Shining Armor still didn’t understand the angle she is going at.

“Just do it! We’re running out of time!” Kyoga insisted to him who got Cadance to open her eyes ready to launch her.

Fortunately, Cadance was able muster enough energy to open her eyes and spread out her wings ready to take action.

“Ready…” Kyoga raised a paw while fully concentrating on her magic while remembering the advice given to her and when she sees Twilight nodded from above. “…Now!”

Shining Armor throws his wife up towards the air at the same time Twilight leaped from the ceiling hurling down towards King Sombra.

Just when King Sombra was seconds away from obtaining the Crystal Heart, Princess Cadance swooped in and caught both Spike and the Heart with her magic.

“Huh?” Sombra grunted upon seeing this before hearing a whistle coming his way from a certain lavender-coated unicorn flying down towards him.

“Twilight?” Kion weakly spoke upon seeing her surprise appearance along with the others eyeing her entrance.

Before he could do anything about he is suddenly blasted in the face by the unicorn by one of the hottest spells she could conjure up. The force of the blast was powerful enough to knock King Sombra off of his hooves and was further knocked away when Kyoga sends a protection barrier ball right at him after using her magic to launch herself up into the sky at the same Twilight struck the king.

“Un-Bunga-veilable.” Bunga remarked very impressed with what had just happened with the two magic mages both landed on the nearby crystal platforms.

“Behold! The Crystal Princess!” One of the crystal ponies exclaimed in awe along with the many other ponies when Cadance flies down and crushes the fake heart with her hooves upon landing.

“The Crystal Heart has returned.” The princess declared to every pony. “Use the light and love within you to ensure that King Sombra does not.” She then placed the Heart into a small podium nearby its true resting place under two bright blue crystals from the floor and the ceiling.

Everyone who had their dull colors re-sparkled themselves with their glorious shining colors and then started tapping into the Crystal Heart’s powers by bowing to the very heart and unlocking the very light and love within themselves.

“What? No... No! Stop!” King Sombra defiantly demanded them to cease tapping into the Crystal Heart’s powers. “I’m the rightful king here! Bow to me!”

“No chance King Sombra!” Kyoga retorted back to the former tyrant. “Your reign of terror is officially over!”

“And as long as we have the magic of light, love, and friendship, you will never succeed.” Twilight added before she and Kyoga share a nod before the Heart’s power surge a bright blue blinding light across the Crystal Empire.

At that moment both Twilight and Kyoga both combined their magic together to right at the fallen unicorn king’s direction just when the heart’s powers utterly consumed with him a bright blue light. And all he could do in defeat was scream in defeat with glowing white eyes as he is destroyed and shattered by all of that magic combined.

The bright flashing light flowed through the empire giving everyone crystal coated appearances which really sparked Rarity’s delight with Fuli and Ono eye rolling in amusement with her childlike glee. With that surge of colorful magic flowing through the empire, Shining Armor and Kion both had the dark crystals from their horn and throat cleared out.

It spread all the way back to Canterlot where the other leaders are stationed inside the palace. Upon seeing that knowing that Twilight pulled through for everyone in the end with King Sombra defeated the two sisters both trade horns as they embrace together at the same time both Simba and Nala hug each other.

“She did it.” Simba softly said to his wife.

“The Crystal Empire is safe.” Nala also shared while nuzzling her husband.

Back at the Crystal Empire, both Twilight and Kyoga both teleport back over to the balcony at the same time Cadance flew down back towards the others with Spike in tow.

Both Twilight and Kyoga high-fived each other for their teamwork just when the former is greeted with a hug from both Cadance and her brother and along with Kion who was especially ecstatic that she made it out alive.

“Twilight!” Kion happily greeted. “Oh, I’m so glad you’re okay!”

Twilight was surprised by this gesture from both him and her brother before returning the hug in kind along with a warm smile while Kyoga was also greeted with a similarly heartwarming hug from her siblings too.

The crowd down below cheered for those on the balcony specifically Spike, Kyoga, Cadance, and Twilight for stopping what could have resulted in dark times for all of them.

Spike as much as he greatly enjoys the praise he is getting, he still felt bad for being the one to deliver the Crystal Heart instead of Twilight. Even though she explained her reasons why it had to be him and she along with Kyoga both helped the crystal ponies defeat King Sombra he still felt like he cost Twilight her exam but Twilight still embraced him for a job well done.

“Good job, Spike.” She softly whispered to him in relief now that they have come to everyone’s rescue once more.

With King Sombra gone, peace has been restored to the Crystal Empire with many of the ponies now conversing amongst one and another happily with their rejuvenated fur coats. The mission was completed, the heroes of the day won once more. Which means it is time for the Lion and Pony Guard to make their way home.

When they all left for the train station, the sparkling coats of fur was undone back to their normal colors which disappointed both Rarity and Bunga.

“Aww, man!” Bunga expressed. “I was just getting used to it.”

“Me too, darling. I do so wish it was permanent.” Rarity agreed with the honey badger. “Did you see how my mane just absolutely sparkled?”

“But... good things are better when they're a rarity.” Applejack assured her with a joke to which got a chuckle from the unicorn.

Even though everyone is now high in spirits with the day saved, all but one was not celebrating… and that sole hero down in spirits is Twilight. Even though she made the right call, she knew it was also against what she was instructed to do. Deep down she has still to come to terms with facing her after the last two times they saw each other, but she has also come to value her teachings and she was worried she might lose it.

“Everything's gonna be okay.” Her brother attempted to cheer her up. “Although you've gotta stop saving my rump like this. It's starting to get embarrassing.” He gave a light teasing grin but even that didn’t brighten her smile.

“But it wasn't me who saved you in the end. It was Spike.” Twilight pointed out.

“It's just a test. Maybe she'll let you retake it.” Shining Armor reassured. “Or at least explain to her why you did what you did and maybe she’ll understand and at least pass you.”

“I don't think she's gonna give me a new test or pass me.” Twilight still voiced thinking otherwise before walking off ahead towards the train station.

Cadance with a gesture of her wing urged him to say something else to help make her feel better to which he does by running up to her.

“Twilight…” He began while placing both of his hooves on her shoulders. “…I know this may not be the right time but I just want to let you know that no matter what you’ll always be my hero. The hero I have always known from the start and I hope you’ll come to forgive me and accept my apology for what happened back at the wedding.”

“Thanks.” She returned while accepting another hug from her brother to which Kion smiled upon seeing this before they both headed towards their ride home.

Upon returning to Canterlot, the first thing done is both Twilight and Kion having an audience with both Princess Celestia and King Simba while all of their friends are all anxiously waiting outside greatly worrying whether Twilight will pass or not. Furthermore, they can only hope the outcome of this along with their friendship with her will end in the favor.

Pinkie and Bunga were both biting their nails with Applejack and Beshte both sitting by their side to comfort them, Rainbow and Ono were both pacing around in flight with Fuli pacing around the ground, and Rarity was lying on her back with a hoof on her face like she has nearly fainted with Fluttershy sitting over her shoulder.

But their worries paled in comparison to Spike’s who was especially worried for her is her dragon companion and son-like figure Spike who is right in front of the door greatly hoping his greatest accomplishment isn’t his greatest regret with Kyoga standing in front of him for comfort.

“Keep it together, buddy... Gotta stay strong... for Twilight...” Spike breathed heavily with his nerves already on edge if being guilty for being the one to do the job instead of her.

“Surely it won’t be that way.” Kyoga attempted to assure with a paw on his shoulder to try to help calm him down.

Inside the castle, both Princess Celestia along with King Simba were both admiring the beautiful skies created from the surge of the Crystal Heart while Princess Luna and Queen Nala watch while standing behind both their sister and husband.

“It's beautiful.” The sun princess complimented.

“It sure is. Well done you two.” Simba complimented both leaders of the Guard who both got a good look at the newest glass-stained portrait of the outcome of the Crystal Empire’s victory over King Sombra. An image of Spike delivering the Crystal Heart to Princess Cadance with the Heart’s magic along with Twilight and Kyoga’s combo attack destroying King Sombra.

“Thanks, but I wish it had been me who ultimately made it so. But it wasn't.” Twilight glumly replied still unable to look at her mentor in the eye who still approaches her with a warm smile.

“Twilight, as I understand it, Spike brought Princess Cadance the Crystal Heart because you weren't sure how quickly you could find a way to escape the tower.” The sun princess responded while lowering her head to her student’s eye level who likewise looked at her in the eyes. “You weren't willing to risk the future of the citizens of the Crystal Empire in an effort to guarantee your own. Far better that I have a student who understands the meaning of self-sacrifice than one who only looks out for her own best interests.”

“Really…?” Twilight returned rather pleased with her response. “Does this mean...?” She hopefully asked.

“Yes, Twilight Sparkle.” Princess Celestia nodded. “You’ve passed.”

“Aww. Thank you!” Twilight returned with a very bright smile and a hug to her mentor by wrapping her body around her front hooves.

“You’re very welcome, my most faithful student.” Celestia returned by nuzzling her head on Twilight’s cheek to which both Luna and Nala smiled fondly at this heartwarming moment upon seeing that the Twilight they all know in love is coming back.

Once the two break apart, Twilight immediately races outside to tell the others the good news.

“Wow! I don’t think I ever seen her this happy since the present I got her for her birthday.” Kion was the first commented to see the now happy unicorn running ahead.

“Neither have I.” Celestia commented in agreement looking very pleased herself. “And I’m glad she’s back.”

“Me too.” Kion couldn’t agree more that the unicorn was feeling better after getting emotionally and physically scarred from the events of the wedding.

“Might want to go over and be there for her.” His father suggested while motioning his head towards Twilight’s direction. “She could really use the company of her best friend.”

“I will.” Kion nodded before racing after Twilight.

Back outside…

“She's totally gonna lose it!” Spike voiced out-loud still anxious and breathing heavily. “Keep it together, buddy... Gotta stay strong... for Twilight...!”

Suddenly, the door opened and to everyone’s delighted surprise they are greeted by the smiling unicorn who stated.

“I passed!”

Everyone cheered for her with Spike being the first to hug her upon hearing the good news along with seeing that Twilight is now in better spirits and now is open and friendly towards them all again.

“You were prepared to do your best

Had what it takes to pass the test

All those doubts you can dismiss

Turns out you were…”

Rarity began singing while approaching Twilight who humbly blushed in response to her compliment when she placed a hoof on her chin before leading her out.

“Prepared for this!”

Everyone minus Twilight sang together.

“You clearly have just what it takes.”

Applejack and Bunga sang together with the former placing a hoof around her back with the latter hopping onto her for a ride.

“To pass a test with such high stakes.”

Pinkie sang while walking on very tall balance beams before quickly falling over due to losing her balance.

“We knew for sure you would prevail.”

Fluttershy and Beshte sang together with the former floating beside her and the latter walking beside her.

“Since when does Twilight Sparkle ever fail?”

Rainbow sang while floating on a cloud.

“Never.”

“Right.”

“Like that’ll ever happen.”

Both Fuli, Ono, and Kyoga commented in agreement.

“All those doubts that you can dismiss

Trust yourself and you cannot miss.”

The whole Guard minus Twilight sang together

“Turns out you were…”

Applejack, Kion, Pinkie, Rarity, Bunga, and Ono all sang together with their hooves, paws and wings to their chests.

“Turns out I was…”

Twilight sang with her hoof to her chest.

“Turns out you were…”

The others sang together with hoofs, paws, and wings to their chests.

“Turns out I was…”

Twilight sang.

“Turns out you were…”

Rarity sang.

“Prepared for this!”

Everyone minus Twilight sang together before they all boarded their train home back to Ponyville along with the Pride Lands.

“Yeah, I knew everything was going to be fine.” Spike commented while sitting on Twilight‘s back with a sigh of relief before resting his head on her neck to which Twilight kindly placed a hoof on his head and scales in return.

“And right you are Spike, young savior of the Crystal Empire.” Scar is equally pleased as everyone else watching this from atop the highest tower of the Canterlot Castle. “Because thanks to you, everything went exactly as planned.” He sinisterly added while eyeing both Celestia and Luna eyeing each other preparing one of the special lessons the former has planned for her faithful student taking a special interest in the book in Luna’s magical possession.

“When she is ready we will set this plan in motion.” Celestia said to her sister who nodded in response.

“Will do, sister.” Her sister replied in agreement. “Since she has definitely proven she has moved one step closer to her destiny.”

“She has indeed hasn’t she?” Scar commented in agreement with their statement with a nod but he of course is not exactly thinking what they are thinking. “But funny about that is that destiny is not as always set in stone as you may think.”

He personally thought to the moment he braved into the frozen tundra’s in the northern borders of Equestria focusing his dark magic to reawaken a great evil buried deep underground. “For you see, there are some things you can’t always plan nor prepare for and by the time you realize it, it’ll be too late for you to do anything about it.” He added while recalling bringing back King Sombra’s spirit before teleporting away from the scene to allow things to unfold from there.

“Because things are not always what they seem upon first glance until you find yourself at their mercy.” Scar then added while focusing his magic on a current image focused on Twilight contently smiling while looking on towards the marvelous northern lights of the Crystal Empire along with both Ponyville and Canterlot from both directions in sight.

During the train ride home she managed to get a brief glimpse of the two alicorn sisters on the balcony watching their train head on towards Ponyville and felt unaffected when black smoke from her scar comes out of her eye again.

“Enjoy your victory for today Princess Celestia, because this is only the beginning and dawning of a new era to where the rightful ruler assumes the throne from both you and King Simba to lead both worlds in which lion and ponies come together in a great and glorious future.” Scar vowed before teleporting away in a flash unnoticed just when the sun sets with the nighttime sky and moon rising behind him just after he disappeared.

Author's Note

In Part Two of the Season 3 opener, we have King Sombra slowly making his way towards the Crystal Castle even with extra magical assistance from the magical lion trio. With both Shining Armor and Kion both out of commission and the majority of the Guard having to keep the crowd busy, it is up to Twilight to find the real Crystal Heart before it is too late.

During which had her personally meeting with the lion who recently scarred her, who tried to convince once more to join him while reminding her of what happened back then. At least on the bright side she refused once more still knowing full well of why she now has her new scar in response to his attempts to sway her.

She comes through and with Kyoga's quick thinking they were both along with Princess Cadance and Spike were all able to save the Crystal Empire from the evil unicorn king along with finally coming to forgive everyone for what happened back at the wedding. With everything all patched up, things seem hopeful for Equestria and the Pride Land's future going forward.

But even so Scar, is still certain things will work out in his favor in the end, having a new plan in place set to be executed in due time.

In the meantime, next up is "Too Many Pinkie Pies." where our titular character comes across a magical source in town where she make copies of herself so she can be at multiple places at the same time while unwittingly causing havoc in Ponyville.

Episode 3: Too Many Pinkie Pies

Episode 3:

Too Many Pinkie Pies

Shortly after King Sombra’s defeat, Twilight Sparkle had started the next steps of her advanced studies under Princess Celestia and she wasted no time in getting started with practicing on her newest assignment once she got it. She got Spike and Kion to join and watch over her while she performs outside of the nearby café. It involves transforming objects into other objects and Twilight plans to start off by turning an apple into an orange.

“Try again, Twi, you can do it!” Spike encouraged her after struggling a bit on the first time.

“Phew, this spell's a toughie. But I feel lucky this time!” Twilight voiced with confidence that she can do it before trying again. “One, two...”

“Hi!” Pinkie suddenly greeted by tackling her for a hug out of nowhere which caused her to ricochet her magic into a nearby blue bird.

“Pinkie, why'd you do that?!” Twilight groaned in annoyance after breaking free from the hug.

“'Cause hugs are funneriffic, especially when you throw one around a friend.” She happily responded while twisting and untwisting her own arms before taking curious interest in what she had just interrupted her unicorn friend. “Whatcha doin'?”

“Trying to turn that apple into an orange!” She answered just when the bird she struck floated by with wings and the body of an orange.

“But you kinda threw her aim off...” Spike pointed to said bird affected by her spell.

“…and caused her to hit that bird.” Kion added.

“Oops.” Pinkie giggled. “What a cute orange birdie! Do me next, Twilight! Do me, do me!” She happily bounced around before nearly bumping into Rarity and Ono with the former wearing a black cloak over her body. “Ooooh, Rarity, Ono, wanna see Twilight turn me into an orange? It's gonna be funna-fun-fuuun!”

“What?” Ono questioned rather perplexed by what she had just said. “You were going to be turned into a what now?”

“As fun as creating this haute couture ensemble that I just finished making?” Rarity replied to the pink mare while removing it to unveil a stylish two shaded pink dress with a matching pair of slippers. “Delightful, non?”

“Very.” Ono agreed with a French accent.

“This is terrible!” Pinkie suddenly gasped.

“Je te demande pardon?” Ono inquired thinking she is talking about the dress.

“I admit it's perhaps not my finest work, but I–“ Rarity began before being interrupted mid-sentence.

“No!” She quickly corrected before frantically running around her friends. “You had total-awesome-amazing fun and I missed out on it?! Neh! Wait! What if there's more awesome amazing fun with friends happening somewhere in Ponyville right now that I'm missing out on too?!”

She then quickly ran off with the hope she can still enjoy whatever time she has left for today.

“Kion, Qu’est-ce que c’etait tout ca?” Ono turned the leader of the Lion Guard to make out of this.

“Don’t know.” He answered.

“But we weren't going to turn her into an orange! I swear!” Spike immediately added.

The party pony moved on elsewhere starting with Rainbow Dash who is using her tail to swat down a patch of clouds around her.

“Hey, Rainbow Dash, whatcha doing?” Pinkie greeted.

“This punk cloud got so heavy it's making fog.” Rainbow answered while directing her to the cloud she is working on. “Figure I'll thin this bad boy out so it floats back up.”

“Oooh, fun!” Pinkie exclaimed before running circles around her which sent the cloud flying back up light as a feather and leaving the Pegasus spinning around like a top. “Wheeeeee! Gotta go!”

“Uh, thanks, Pinkie...?” Rainbow returned still a little dizzy before seeing the pony dash off in a flash.

Meanwhile, Pinkie has caught up to Applejack carrying his little sister Apple Bloom in a cart full of apples while Beshte carries a separate cart of apples alongside him.

“Hey, Applejack! Hey Beshte! That looks like fun, can I join you two?” She asked before hopping on.

“Uh, sure.” Beshte agreed without hesitation though still a little bewildered by her sudden appearance.

“Wheee! Next time I'll pull you!” She quickly dashed off again leaving the two girls and hippo confused.

“Okay…” Beshte just said not sure what to make of it along with Applejack who just shrugged in response.

And last but not least, she meets up with Fluttershy and Fuli having a little tea party with Angel and the kitten in the park.

Even though Fuli is not a girl who’s really into them like Fluttershy, she does get to spend time with her favorite playtime pal and learn a thing or two more about being a little more kind from Fluttershy. At the same time it also helps Fluttershy learn a thing or two about being a little more assertive whenever Ono is busy helping Rarity.

“Fluttershy! Fuli!” She greeted while taking deep breaths from all of that running. “There... you... are...!” She spoke in between pants. “Doing...anything...fun?”

“Not especially.” Fluttershy replied a little weirded out by her sudden entrance.

"Not much." Fuli also replied with a more deadpan expression.

“Oh, good. Fun... is hard...!” She responded before dropping onto her back in exhaustion.

“Okay.” Fuli shrugged while sipping her tea.

The two then escorted the pink earth pony to the nearby pathway where they managed to get her to rest on a sofa Rarity had generously gifted them with butterflies fluttering around her.

“Feeling better, Pinkie?” Fluttershy asked.

“Abso-tutely-lutely!” She positively replied. “Thanks for letting me rest in your butterfly grove while I get my Pinkie strength back!”

“What are friends for?” Fluttershy happily thought nothing of it.

"It's the least we can do." Fuli added with a simple shrug when Pinkie pulled Fluttershy's head up.

“That's just the thing! I've got so many wonderful friends having fun in every last corner of Ponyville, I can't figure out how to keep up with it all! It's driving me even more coco-loco than usual!” She explained to them her problem.

“Okay…” Fuli said still a little weirded out. “…anything we can do to help you out or do you want us to do nothing?”

“I don’t know!” She exclaimed before lying back on the couch and burying her hooves into her face but luckily for her Applejack, Rainbow Dash, Beshte, and Bunga all came to her with fun-filled offers that fit her bill of criteria.

“Hey Pinkie!” Bunga greeted.

“There you are, Pinkie. Been lookin' everywhere for ya, girl.” Applejack greeted.

“Me too!” Bunga added. “Me too! Sorry I couldn’t be there for you this morning but I had to help my uncles Timon and Pumbaa wrestle up their morning grub but now I’m here and I’m ready to have some fun with you.”

“Me three, Pinkie. Got something fun planned this afternoon thought you might wanna know about.” Rainbow also added.

“Heh. Well, I'll be an apple crisp. I'm here for the same reason.” Applejack spoke finding it a very coincidence.

“This is perfect!” Pinkie responded with perked up ears. “Everyone will now bring their fun to me. Ha, this'll solve everything!” She happily bounced ahead. “Why didn't I think of that?”

“Actually…” Rainbow clarified while flying in front of her. “…what I meant is after I'm done whipping up today's weather, I'll be chilling by the lake catching some rays. Wanna hang?”

“I am so there. Wheee.” Pinkie immediately agreed.

“And my family's havin' a barn-raisin' this afternoon at Sweet Apple Acres and Beshte is being kind enough to help me out today.” Applejack added while speaking up her offer.

“And I'm also so there. Whee, whee.” Pinkie again immediately agreed without even thinking of what she was committing herself to.

“Are you sure, Pinkie?” Beshte spoke up noticing the problem here. “Because both things you want to do are both happening at the same time.”

“Ah, well, doesn't matter. Whichever one you choose is okay with me.” Rainbow shrugged it off as no big deal.

“Me too.” Applejack nodded in agreement.

“Choose?” Pinkie gasped once the realization sunk in.

“Yep.” Bunga nodded before turning to the blue Pegasus. “And I can tell you right now Rainbow Dash that I am in for a sun tan.”

“Excellent!” Rainbow said while high fiving him upon gaining someone to relax with.

Back at the café, Twilight is once again practicing her assigned spell. She focused her magic ready to try it again without being interrupted again.

“All good?” Twilight asked Kion.

“You’re good.” Kion nodded she can go ahead and try again.

“Okay.” Twilight began before focusing her magic on the apple again. “One, two...”

Once again unexpectedly, Pinkie showed up and threw off her aim when she bounced off of her back and caused her to turn a nearby frog into an orange with only frog legs by accident before rushing and grinding to a complete stop.

“Yes, Pinkie.” Twilight said to her with a forced smile. “Can I help you with something?”

“Nope. Don’t mind me.” Pinkie replied while looking at her stopwatch. “Timing myself galloping back and forth between the swimming hole and Sweet Apple Acres.”

“Any reason why you’re timing yourself.” Kion asked curiously who repeatedly bounced around the three.

“I'm trying to cut down my time so if Rainbow Dash dives off the swing, I can get to Sweet Apple Acres to help with the barn raising, and then be back in time to see Rainbow Dash hit the water after doing a double flip!” She rapidly explained. If I can cut my time by only twenty minutes, I'm good.”

Twilight chuckled in amusement thinking she’ll be able to pull off the impossible like that. “Oh, Pinkie. I'm afraid no matter how hard you try, the only way to pull something like that off is if there's more of you to go around.”

Hearing that, had her mind processing this like a ticking alarm clock until the bells rang in her head giving her an idea to resolve this.

“That's it, Twilight! The legend of the Mirror Pool!” She exclaimed while leaping up to Twilight (albeit as close as she can while being restrained by the unicorn’s magic).

“Legend of the who-what now?” Kion questioned before seeing Pinkie is already racing off ahead somewhere. “Pinkie!” He tried calling after her but she was already gone. “What was that all about?” Kion then turned to the others who blinked in confusion.

“I'm familiar with loads of legends, and I never heard of the legend of the Mirror Pool.“ Twilight said while trying to recall what she was talking about.

“Well whatever it is, I hope she knows what she is doing.” Kion said while moving on.

“Does this mean practice is over?” Spike hopefully asked eager for an early end of the day.

“Of course not! Back to work.” Twilight shook her head in response.

While Spike before setting out to prep the table and apple so Twilight can perform her spell Twilight turned back so she can focus her magic again she sported a smile of satisfaction before turning back ready to try it again.

Elsewhere, Pinkie Pie had made her way into the Everfree Forest in search for what she is looking for.

“Seems like hardly anypony's been here in ages. I hope I'm remembering the rhymes right from my Nana Pinkie's story.” She said to herself before trying to recite the rhyme itself. "Where the brambles are thickest, there you will find a pond beyond the most twisted of vines!"

She then heard an echo which startled her. “What was that?!” She looked around before realizing it was only an echo of her voice. “Oh, I heard a voice!” She cheerfully pressed forward. “Oh. Hehe. It was me.”

Next up was the black prickly branches from the nearby trees she presses through the path in front of her.

“Ouch! Ooh! Stop scratching me up, you brambles, and– Whoooaaa!” She then screamed upon falling through a hole. She ended up tumbling through a tunnel leading down to a downhill slope to which she ended up falling face first into the ground.

When she pulled her head up she gasped in delight upon finding what she is looking for…

“The Mirror Pool!” She then heard her voice echo again. “Oh, and there's that voice again! Tsk, tsk, tsk. Ah Pinkie, you have got to stop talking to yourself.” After a moment upon realizing that she still is. “Starting... now."

She then looked into her own reflection upon looking into the pond before reciting the chant that works it’s magic on it.

“And into her own reflection she stared, uh, yearning for one whose reflection she shared, and solemnly sweared not to be scared at the prospect of being doubly mared!" She then stepped into the pond until her full body was submerged underwater and when she emerged from the other side she was greeted with an exact copy standing right in front of her. “Wheee-heee! Wow, the legend is true. It really worked!”

“Fun, fun!” The other Pinkie repeated while hopping and bouncing around with fun being the only thing on her mind.

“Okay, wait. I promised not talk to myself anymore. I should say something to her. Or... would that still be talking to myself?” Pinkie pondered to herself before trying to get her double’s attention. “Excuse me, me? Can I have a word with you? Uh, I mean, me? Listen, I can see you're having lots of fun, but–“

“Fun?! Did somebody say fun? Where?” The Pinkie double immediately ran over to her.

“I did, over here!”

“I thought someone said something about fun!” She eagerly looked around without letting the real Pinkie explain it to her. “Where is it? Over here? Over here? I don't see it! Where is it? Where is it?”

“Whoa, calm yourself, Pinkie, there's loads of fun to be had in Ponyville with my girls!” The real Pinkie told her before leading her back to town. “Trot on over back to Ponyville with me and I'll tell you all about 'em.”

The two made their way away from the Mirror Pool and out of the Everfree Forest unware that a sinister pair of green eyes are watching from above.

“Excellent!” Scar’s voice said to himself upon seeing this.

Meanwhile just outside of the Everfree Forest…

“...And then there's Rarity. She's the one with all the fancy clothes and ribbons and stuff! I'm thinking she can make us all matching t-shirts that say 'Team Pinkie', and–“ She further attempted to explain to her easily distracted double to no avail.

“Is this Ponyville? Where's the fun? Where's the fun?”

Seeing that she really wants to have fun already she decides to get straight to the point. “Uh, well, let's see, Applejack's having a barn raising at–“

The Pinkie double wasted no time running ahead on over there.

“It's that-away!” Pinkie corrected her who quickly rushed over in the opposite direction.

“Wait, come back! Don't forget to meet me back here to tell me everything about everything, like I was there myself!” She instructed of her. “Because I'm you and, and you're me, and– Oh, my gosh! This is the greatest plan ever!” Pinkie expressed to herself very pleased this might work out. “Now, off to double my fun!”

The two Pinkie’s then went in opposite directions with their fun filled afternoon’s set in stone although what the real Pinkie has yet to realize that double the fun can lead to double the trouble with what’s about to happen.

At the pond where both Rainbow Dash and Bunga are both lounging on their beach chairs, the former has just finished reading the latest book of Daring Do before finally pulling out her suntan mirror. She turned to the latter and shook the glasses from her forehead upon seeing that her relaxing companion is bright red and pink on his blue and white fur.

“Hey Bunga!” Rainbow spoke up to get his attention.

“What’s up?” He asked oblivious that he is getting sunburn.

“Don’t take this the wrong way…” Rainbow began before taking away his suntan mirror. “…but I think you’ve had enough tanning for one day. Why don’t you go and take a little swim.” She then suggested.

“Okay.” Bunga nonchalantly did so before moving forward from his chair and taking a sniff around him. “Do you smell something burning?”

Before Rainbow could answer, Pinkie Pie showed up with an inflatable tube around her waist ready to jump in the water.

“Let's rock this pool, ponies!” She leaps up into the air and then… “Whee!”

She makes a big splash that drenches Bunga while drenching and washing away the red and pink colors on his body and sprinkled Rainbow.

“Never mind.” Bunga then said while steam flies off of his body. “Hi Pinkie!” He called out to her before joining her in the water.

“Hi Bunga!” Pinkie returned before turning to Rainbow. “Coming in, Dashie? The water's great, it's totally wet and everything!

“I don't know...” Rainbow responded while reluctant to get out of her chair while Bunga swam backstroke into the pool of water. “Cloud busting was tougher work than usual today.” She yawned while stretching her back. “I'm kind of exhausted.”

“That's fine, you relax. At least we'll still be together!” Pinkie didn’t mind too much over it.

“Glad you made it, Pinkie.” Rainbow then said. “I thought you maybe went to Applejack's, instead.”

“I did.”

“Oh. The barn up yet?” She asked wondering how she somehow pulled off getting it done quickly.

“I have no idea.” She replied which left her friend along with Bunga confused.

“What?” He shouted from the water before swimming back up to the shore. “How do you know something you don’t know?”

“I just do.” She half-answered which still stirred mixed feelings from her friends hearing this.

“But I thought you said you were just at Applejack's.” Rainbow reminded.

“Actually, I'm probably still on my way there now!” She paid no attention to the skewed logic bomb she is throwing here before hopping into the pond. “Whee!”

While Pinkie relaxes in the water, both Bunga and Rainbow Dash look at each other still trying to piece together her saying that she is here but she is also at Applejack’s at the same time.

“Is it me or am I the only one trying to make sense out of this?” Rainbow asked Bunga while placing a hoof in her right ear.

“You’re not the only one.” Bunga agreed in one of the rare moments of acknowledgment. “And that’s coming from me. Either she is just that fast or she somehow managed to copy herself so she can be at two places at the same time.”

"I don't know." Rainbow voiced unable to make sense of it. "Probably best not to ask questions knowing her."

"True." He agreed before returning to their relaxation yet still can't help that something still is off and it's not sitting right for him.

At the same time, the Pinkie duplicate is making her way on over to Sweet Apple Acres while passing by Fluttershy along with Fuli who along with Angel are helping her pick cherries for their picnic with the Pegasus mare’s other critter friends nearby.

“Oh, Pinkie Pie, I'm so glad you wandered by.” Fluttershy quickly greeted the Pinkie double upon catching a glimpse of her. “I know I promised not to have any fun today, but, oh, I couldn't help myself.” She started before floating over to where she set up her picnic gathering. “All of my critter friends wanted a picnic, and I couldn't disappoint them.” The Pinkie double immediately grinned upon seeing this fun-filled opportunity. “Come join us. We have plenty of hay juice and marmalade to go around, don't we, critters?”

“A nice relaxing day to be able to talk and hang out just like you asked for.” Fuli added while joining the others before taking a bite out of her marmalade toast.

The Pinkie double really liked this proposal when a mouse offers her a piece of cheese for her to snack on but did remember she is supposed to be on her way to Applejack’s. “Wait, but that sounds super fun! Oh, but Applejohn sounds super fun too! Uh, and, and I can't do one without missing out on the other!”

“Who's Applejohn?” Fluttershy asked while Angel rubbed her head in confusion.

“I think she means Applejack.” Fuli whispered to the Pegasus before the pink pony gets in the latter’s face.

“Two fun things at once? But which, which? Oh, can't decide...” She frantically rattled before breathing heavily to the point of hyperventilating. “Trouble breathing... Walls closing in!”

“Walls? But we're outside.” Fluttershy pointed out.

“Everything okay?” Fuli asked before the overwhelmed duplicate ran off screaming.

“Goodness. Was it something I said?” Fluttershy wondered out loud to which the bear shrugged in response.

“Not really, I think.” Fuli answered still trying to make sense of it too.

“Yes!” Pinkie exclaimed while briefly returning before heading out.

“Huh?”

“No!” Fuli shook her head to assure Fluttershy otherwise. “And something sure seems to be too much for mind right now.” She then wondered feeling something is wrong here because if one thing Pinkie is one to never turn away a friend’s offer in fun.

Meanwhile, the real Pinkie is explaining to Rainbow and Bunga of her most recent discovery.

“So you see, that's how I'm able to have fun in two places at once.” She finished explaining to them although Rainbow doesn’t seem to believe her.

“Duplicates of you, huh? Heh, yeah, sure, Pinkie.” Rainbow returned before trying to sit back and relax with a yawn. “Look, I was just gearing up to catch some Z's, so, uh...”

“Gotcha.” Pinkie immediately understood. “I'll have the rest of my fun really quietly.” She then moved to leap in the pool. “Wheeeee...” She said softly with an equally matching splash into the pond while submerging underwater.

“Un-Bunga-veilable!” Bunga was left stunned that she was able to pull that off.

“How'd you do that?” Rainbow asked in surprise upon seeing that.

“Just trying to show a little consideration for my sleepy friend.” She answered while popping her head out of the water just when she notices her duplicate trying to get her attention from the nearby bush. “Ooh, ooh, gotta run. Looks like I'm trying to get my attention.” She quickly moves over to meet with her double. “Excuse me.”

“And me.” The duplicate added before they both hopped off together.

“Huh?” Bunga along with Rainbow shook his head upon seeing there are two of them. “What? How the…”

“Maybe we should just rest and you just lay off the coconut milk okay?” Rainbow suggested.

“Probably for the best.” Bunga agreed without hesitation before tossing the coconut with a straw in it away before joining Rainbow on the lounge chairs.

Meanwhile, the original Pinkie assuming that her double was already finished wasted no time bouncing up and down eager to hear how it went.

“Ooh, ooh, tell me all about it! Did they pull the walls of the barn up slow or fast?

“I–“ She tried to explain.

“Maybe slow to medium fast, somewhere in that range?”

“I–“

“Ooh, did you get ice cream? What kinds did they have? Banana brickle?”

“I didn't make it!” The duplicate yelled in confession. “I was on my way there and then Fluttershutter–“

”Fluttershy.” The original Pinkie corrected.

“Yeah, her. She offered something else fun for me to do! A picnic, with cute little animals!”

“Aw, how could you say no to that?” Pinkie saw it as now big deal.

“That's what I'm saying! Then I would've missed the super fun thing with Applesauce!”

“Applejack.” Pinkie again corrected to her duplicate.

“So I didn't do anything fun at all!” The duplicate wailed while lying on her back on the ground.

“Aw, my poor poor me! There, there.” Pinkie quickly comforted with a hug. “Tell me what, we just need a couple more Pinkie Pies. Easy peasy.”

“Really?” The duplicate felt relieved.

“Come on, would I lie to me?”

The two ponies made their way back to the Mirror Pool where they repeated the chant at the same time. And much like before the two Pinkie Pies multiplied to four Pinkie Pies. Pinkie was pleased with the results before preparing to head out…

…before noticing the three duplicates performed the chant again to create three more Pinkie Pie’s…

…And then all six duplicates performed the chant again to double the number of duplicates to twelve Pinkie Pies.

“What in the name of pink?! Knock it off!” Pinkie snapped at them after seeing how out of control they were all while they were repeatedly chanting “Fun!” multiple times.

Pinkie might be all for fun, but what her duplicates were showing was a lack of common sense and it was starting to annoy even her. But even still she was still determined to make it all work…somehow against her better judgement.

She led everyone out of the Everfree Forest before whistling to get everyone’s attention before performing a quick drill to make sure her dozen doubles understand of what to do when they split up.

“Okay, between the bunch of us, we should have every nook and cranny of fun in Ponyville covered at all times. An unprecedented and massive undertaking!” She instructed everyone before pulling out an easel with hoof-drawn pictures of her friends. “But first, a pop quiz on the names I taught you!”

“Applejack! Fluttershy! Pinkie Pie! Beshte! Bunga! Fuli! Rarity! Twilight! Ono! Kyoga! Rainbow Dash! Spike! Kion!” They all chanted in unison which was enough to cement to Pinkie that this will work.

“Excellent. Okay, let's get on with this, folks. Fan out on three. One–“ Suddenly they all rushed off ahead to have the fun they seek which left the real Pinkie suddenly feeling she may have made a big mistake letting them all go off on their own like that.

And true to her worries, they wasted no time causing trouble starting with Rainbow Dash and Bunga who were both fast asleep on their chairs before being interrupted when two Pinkie Pie’s used their tails to tickle the two into sneezing.

“Huh?”

“What the–“

The two exclaimed upon seeing the multiple duplicates all running and swimming around and having fun and chanting “Fun!” over and over again.

“Wow! Pinkie Pie wasn't kidding about the duplicates! Except now there's triplicates... and quadruplicates!”

“Not only that quintuplicates and octupilicates!”

At that moment, Pinkie had caught with the dozen troublemakers relentlessly causing a scene with both Rainbow and Bunga taking cover using their beach chairs and umbrellas to take cover from them.

“Get away! All of you!”

“No more Pinkies! I can't take it!”

All of the clones didn’t listen to their warning since they all were too busy bouncing and chanting “Fun!” with one of them banging on a drum while doing it.

Seeing that she is too late, she decides it was best to go on over to meet with Applejack and Beshte, hoping she’ll have better luck with the renovations…

…only that she is too late to stop them since they have all managed to ruin the steady progress Applejack, Big Macintosh, Beshte have made while they were holding up a rope together that held it up together when the multiple Pinkie Pie’s bouncing by caused them to accidentally let go of the rope.

“Fun! Fun! Fun! Fun!” The Pinkie duplicates all chanted together while carelessly ensuring that everything put up is undone before hopping off ahead thus angering Applejack.

“Y'all come back here and clean up after yourselves this instant!” She shouted in their direction while throwing her hat down in frustration when they all hopped ahead without paying attention to her.

While the clones all hopped off ahead to cause havoc somewhere else, Pinkie watched in hiding from inside a hay bale. It was now crystal clear to her that this has been causing more harm than good like she intended.

“Oh no, what have I done, what have I done?! My poor friends...” She cried to herself upon seeing the damage she created.

Sure enough, almost everyone from Ponyville along with some of the Pride Landers were filing their complaints to the leaders of the Lion and Pony Guard about the chaos that has been going on today.

“Okay, everypony, please, calm down!” Twilight urged everyone.

“What’s the problem?” Kion inquired.

“Calm down?!"

“I just had a Pinkie hurricane raging through my shop!”

Both Ono and Rarity angrily complained.

“And they trashed our critter picnic!”

“They nearly ran me over!”

Fluttershy and Fuli added just as furious as everyone else.

“They nearly bumped into all of us and didn’t say please or sorry!” Bupu complained with slight eye roll of annoyance from the Lion Guard’s fastest.

“They nearly ruined our grazing grounds!” Thurston also complained to which everyone turned their attention to him rather flatly. “What? A zebra’s gotta be able to eat too.” He then defended before everyone turned their attention back to both Kion and Twilight.

“All right everypony, hang on while I try to figure something out! We’ll handle things from here.”

“In the meantime, just everyone head back home and avoid them at all times.”

The two leaders then told everyone with the former turning to her assistant.

“Come on, Spike.” Twilight told him. “I've gotta try to remember the name of that legend she mentioned.”

The three retreated inside to the Golden Oaks Library, locked the door behind them, and then started pulling aside books in search for content involving the legend of the Mirror Pond that Pinkie found that allowed her to create these duplicates of herself.

Spike had managed to find the book containing said information when he can across a secret compartment in one of the back of the dusty shelves with a horseshoe button on the back. He pressed it and it opened before quickly presenting the book to Twilight.

“Thanks.” She said to him before reading it and brightening a smile upon finding what she is looking for. “Aha, here it is! "The legend of the Mirror Pond"... It describes a spell I can use to send them back where they came from!”

“That's perfect!”

“Let's go!”

Both Kion and Spike were pleased ready to set the plan in motion before Twilight stopped them to warn them there’s more with added caution just when they were about to unlock and open the door.

“But there's a catch.” She warned them.

“Like what?” Kion asked.

“If I can't figure out which one's the real Pinkie, I might send her back by mistake!” She explained to them. “And worse it might keep her trapped there forever!”

“Hevi Kabisa!” Kion quietly voiced the horrifying implications it has.

“Well, we'll just have to figure out who the real one is then. Shouldn't be too hard.” Spike remained certain they can do it no problem before turning back to the crowd.

“Does anypony here know how we can tell the real Pinkie Pie from all the rest of them?” Twilight asked of everyone who all returned blank responses in answer to her question just when the real Pinkie arrives on the scene.

“Twilight! Kion! I have to talk to you two, I need your help!” She called out to them to which the former was quick to dismiss her with a Pinkie duplicate standing right beside her imitating her words and movements perfectly.

“Excuse me, whoever you are, but I'm not talking to any of you Pinkies unless you're the real Pinkie.“ She told her before using her magic to hurl the duplicate mimicking her aside into a nearby tree which knocked her out silly with stars floating over her head.

“Oh, but, but I am the real Pinkie!” Pinkie pleaded that she is telling the truth which didn’t help when the other eleven duplicates arrived on the scene to claim otherwise with one of them appearing under Fancy Pants (who just happened to be visiting Ponyville today) hat.

“No, you're not! I'm the real Pinkie!”

“I'm the real Pinkie!”

“No, I'm the real Pinkie!”

“I'm the real Pinkie!”

“No, I'm the real Pinkie!”

“I'm the real Pinkie!”

The six duplicates argued before all of the other and more Pinkie Pie clones repeatedly chanted and bounced “Fun! Fun! Fun! Fun!” together.

“How in tarnation are we supposed to tell which is the real Pinkie?” Applejack asked Twilight.

“I have no idea.” Twilight replied while eyeing the mare that’s not repeating the word fun over and over again.

“Me either.” The real Pinkie agreed while buried deep in the crowd. “Ohh... We've all got the same adorable tails, we've all got the same adorable manes, we've all got the same adorable hooves!” She commented each part of herself with observation before further lamenting. “Which one of us is the real Pinkie?! Oh! I haven't the slightest clue! And if I can't tell us apart... who can?”

The real Pinkie Pie buried her hooves in devastation now that no one is able to see her let alone believe her while all of the duplicates all continuing chanting together. “Fun! Fun! Fun! Fun!”

Everyone all headed back home barricading themselves inside until further notice as requested by the leaders of the Guard who along with Spike and Bunga walk and trot around just when the duplicates all hop and bounce around together as a group.

“Ugh, this is hopeless!” Twilight groaned in dismay.

“Maybe that one's the real Pinkie.” Spike pointed to the sole Pinkie with her head rested against the table she was sitting on with a sad face.

“That could be.” Kion agreed. “She isn’t bouncing around along with the others.”

"And Pinkie never bounces whenever she is upset." Bunga added while finding her behavior rather concerning and saddening to see his best friend like this.

“True.” Twilight also agreed but also shake her head to ensure they weren’t entirely convinced. “But the real Pinkie Pie never sat that long in one place her whole life!”

“I'm gonna go ask.” Spike still pressed forward feeling it’s worth a shot with Kion shrugging it doesn’t hurt to try.

"Me too!" Bunga followed after him upon seeing that he has the right idea.

“I wouldn’t be so sure.” Twilight still cautioned with a shake of her head. “She could be trying to mess with your head.”

“So lemme guess. You're the real Pinkie Pie.” Spike asked her.

“Heck if I know.” She sadly replied like it makes a difference. “Could be any one of us if you ask me. And if I said I was the real Pinkie, you wouldn't even believe me anyway. So just leave me alone. I've got some important poking the ground with my hoof to do.”

"But come on Pinkie." Bunga pressed. "That's not true."

"But it is!" Pinkie still cried before running off ahead. "Now just please, leave me alone!"

"Pinkie...!" Bunga called after her to get her to come back to no avail. "Poor Pinkie."

Twilight then turned to Kion while looking torn. “Oh, Kion, how're we gonna do this? I can't risk sending the real Pinkie back into the pond!”

“I’m not sure.” Kion didn’t have an answer but then thought of a possible idea that could work. “Unless…” Twilight, Bunga, and Spike were listening intently. “What if you gave them a test?”

“What do you mean?” Twilight asked with a calculating expression.

“I mean pick something really hard for a Pinkie to do, something not fun at all! Any Pinkie that can't do it goes back into the pond. But whoever wants to stay the most, that must be the real Pinkie!” He explained to which Twilight nodded before smiling upon taking the idea into consideration.

“You know, that's not a bad idea.” Twilight liked the idea to which Pinkie eagerly smiled upon hearing that before racing off ahead to set that plan into motion.

"I'll meet you there!" Bunga called after the three racing off ahead before turning back to find Pinkie who managed to quickly return.

“This is great! If I pass, I get to be with my friends again!” Pinkie ecstatically expressed to herself before suddenly gasping upon realizing the catch to it. “But what if I don't pass? Oh, what if I'm not the real Pinkie Pie?! Ohhhh!” She groaned before sitting down and smacking her face into the table. “Stupid…magic…mirror…water! This is all your fault! ...And mine.” She berated herself before planting her face down onto the table in defeat when she ended up reminding herself she is the reason this whole mess happened in the first place.

"Come on, Pinkie..." Bunga again appeared. "...it's not your fault...completely."

"Yes it is." Pinkie's mood failed to change. "If only I never went there in the first place none of this would be happening right now and it's all my fault."

She still sulked on the table leaving the honey badger at a loss for words of how to help make her feel better but knew that he do something to help her through this before racing off ahead so he can find out what Twilight is planning to pull out the real deal from the pack of clones.

Meanwhile, both the leaders of the Lion and Pony Guard wasted no time in making the arrangements in getting everything all set up to get the real Pinkie back. They arranged for the town hall to be vacated so this special test can be held there while Fuli and Kyoga both helped the Apple Family siblings round the clones all up.

“Hyah, ya Pinkies! Hyah!” Applejack yelled at them while running close behind them while she and the others keep the group rounded up and making sure not one Pinkie Pie strayed from the group.

“Back in line!”

“Huwezi!”

Both Kyoga and Fuli shouted when they caught two of them mindlessly attempting to stray away from the pack while Big Macintosh and Apple Bloom lead the way with Winona hopping from head to head to get in front of the pack.

“Ooh, they wanna play chase! This is fun, too!” One of them rambled before they were all led inside the building.

“Oh, give it a rest.” Applejack told them before following after them along with Fuli and Kyoga where the rest of the Guard minus Rainbow are already there waiting for them.

“Welcome, Pinkies, welcome. Please have a seat and make yourselves comfortable.” Twilight greeted them who all sit bounced around together mindlessly say “Fun!” over and over without acknowledging a word she said. “Okay, I suppose you can't be comfortable staying in one place, but have a seat anyway.” She spoke them a little more seriously which still didn’t get their attention.

After a few more seconds of them bouncing around and ignoring her she decided to raise her voice to get them to obey her by shouting “Sit down!”

Everyone all stopped and immediately obeyed.

“Better.” She felt pleased now that they are complying. “Now, I suppose you're all wondering why I've gathered you all here today.”

“For fun?” One of the duplicates asked with a shrug.

“No, just the opposite actually.” She answered just when Rainbow Dash flies inside with one more Pinkie Pie with Bunga following after them.

“Wait up, I got one more! Found this one poking at the ground with her hoof, drawing frowny faces.” She told the unicorn and lion cub up front.

“That’s not like what Pinkie Pie would do.” Kion commented finding it rather odd but none of the less played it safe. “But have her come sit with the others.”

"You got this." Bunga whispered in the depressed mare's direction before making his way onto the stage.

"Okay." She responded with flat acknowledgement even when he quickly relayed to her of how she is going to be proving to everyone that she is the Pinkie they all know and love as a friend. But even so Bunga still had faith that she will come out on top.

After Rainbow Dash placed her in the back of the crowd before Twilight continues speaking to them. “Pinkies, you've been brought here to take a test.” She told them who all groaned in response. “Don't worry, it's a simple test, about as simple as they come, and whoever passes gets to stay.” She further spoke to them who all shrugged in confusion before Kion and Spike went over to pull down the curtain. “Curtain, please. The test...will be watching paint dry!”

All of the Pinkie duplicates all gasp in horror once Rarity and Fluttershy who had just finished painting the wall pushed forward it close to the front of the stage for them to watch until one of them remains.

“On your mark, get set, go!” Twilight told them who all obeyed and started to look on with locked eyes.

“Ooh, this is so exciting!” Spike commented while fetching himself and Bunga popcorn for them to snack on to pass the time…

…at least the five to ten minutes spent to consume their bags of popcorn.

“Okay, maybe not that exciting.” Bunga commented when not one Pinkie copy has been eliminated until…

“Oh, hey, look at the birdie!” The first duplicate got distracted by a small red bird on a tree branch from outside.

Twilight Sparkle seeing this quickly used her magic to zap her and send her back to the Mirror Pond.

“Watch me bounce and touch the ceiling!” Another Pinkie duplicate cracked with another turning back to which both got zapped on the spot.

“Is that... is that a frog crossed with an orange?” Another Pinkie duplicate asked while turning to the transfigured frog from earlier to which got two more Pinkie’s attention.

“Cool!”

“Where?”

ZAP!

All three were eliminated on the spot too leaving it down to eight contestants.

“Look what I can do with my hooves!” Another one up front cracked by blowing into her hoof to make digits appear which amazed the Pinkie next to her but had barely any time to react when they were both zapped back into the Mirror Pool.

“Betcha can't make a face crazier than... this!” Another duplicate told another while making a rather creepy and disturbing face before they both got eliminated as well along with all of the remaining Pinkie Pie’s to which Rarity and Fluttershy along with Ono and Beshte shielded their eyes with every zap of magic the unicorn fires at them.

Now it all comes down to the real Pinkie Pie and the last remaining duplicate. It was close when the two come down to the finish line of the competition neck and neck with the real Pinkie Pie looking on nervously to the point she is going to crack but still looked on serious and determined not to.

"Come on, come on..." Bunga pleaded with eyes on the real Pinkie on the verge of losing.

After several slow minutes of neither one them reacting both Rainbow and Bunga have had enough waiting for so long and decided to take action. “Somebody's making balloon animals!” The former called out while she flew up and pointed to the nearby window where the latter appears in front of the window making balloon animals.

“What? Where?” The final duplicate cracked upon turning to the honey badger with said items in his claws thus setting herself up to be sent back with a zap of magic.

It was over, the real Pinkie Pie proved that she is the real deal by still keeping up the serious facade while looking on the drying paint while Bunga pops the balloon animals he just made.

“Pinkie, you can look away now.” Twilight told her.

“I passed?” She asked in surprised relief.

“You passed.” Twilight nodded.

“You're the only Pinkie who kept staring at the wall.” Kion added.

“I had to. I just had to. I couldn't leave my friends, I just couldn't.” She apologetically explained it was the only way to prove herself along with her remorse for causing this mess in the first place. “But I guess sometimes I will have to choose between them.”

“Well yes, it’s true there are times where it comes to that…” Bunga agreed. “...But that doesn’t mean you should feel compelled to try to make both things work at the same time.”

“Yeah!” Applejack spoke up. “Just next time, make arrangements with us and we’ll make to work something out so it does conflict with your schedule.”

“Yeah, without having to resort to making mindless copies of yourself to do the job for you.” Rainbow added.

“Of course!” Pinkie vowed before performing her very own Pinkie Promise to cement the deal.

“I knew you'd be up to the challenge.” Twilight commended the party pony.

"So did I!" Bunga further praised which further buttoned the bright blue eyes in the silly mare.

“I'm me! I'm me! I'm me!” She happily bounced up and down in excitement. “Or am I?” She then second-guessed herself for a very brief second. “Yeah, I'm pretty sure I am.”

“Of course you are!” Kion confirmed. “Considering you were standing out from the rest of the clones, you had to be the real Pinkie Pie since they didn’t have what you have.”

“And what’s that?”

“Common sense.” He answered.

“Well said.” Twilight agreed. "Along with having one best friend who didn't give up on you."

"Aww." Pinkie happily expressed before tightly hugging the honey badger. "And thank you for not giving up on me!"

"No problem!" Bunga kindly returned even when finding her embrace rather tight. "That's what friends are for!"

While everyone was greatly relieved that they now have their friend back, Twilight’s eyes looked on with silent disappointment before pressing forward with blocking off the secret passageway with a large boulder to which Big Macintosh carried from his cart to ensure no one may ever access the Mirror Pond ever again before everyone all tended to repair the damage the mindless clones have created.

After managing proper arrangements with spending time with Applejack and Beshte in helping re-build the barn along with relaxing with Rainbow and Bunga at the pond, Pinkie composed a letter of the lesson she learned to Princess Celestia about her most recent experience.

“Dear Princess Celestia,

It's great to have fun, but it's even greater to have great friends. And having lots of friends means that you sometimes have to make choices as to who you'll spend your time with. But that's okay, because good friends will always give you lots of opportunities to have fun. So even if you're missing out, it's never for long.

Respectfully yours,

Pinkie Pie.”

Once the letter was all written up, Spike sent a green breathe of fire to send it on its way to Canterlot.

“Hi, Pinkie Pie.” Twilight greeted. “We were thinking we should go out and celebrate.”

“You up for some wheelbarrow races?” Applejack offered.

“I’m game.” Fuli accepted the first proposal.

“Or I could take everypony on a cloud ride!” Rainbow offered.

“I’m interested.” Ono accepted the Pegasus’s offer.

“I could throw a party with punch and zesty cucumber sandwiches! Ooh!“ Rarity squealed in delight at the idea.

“I do like punch.” Bunga spoke on board with that proposal.

“You wanna know exactly what I feel like doing right now?” Pinkie told everyone before backing up inside and falling on her back before snoozing away her troubles.

“That looks like fun.” Fluttershy softly expressed.

“Took the words right out of my mouth.” Fuli responded with a smirk at the Pegasus before they all shared a group laugh together with Twilight deciding to close the door so they can let her rest until she is ready to have fun with them again.

While the Guard minus Pinkie all head out and away from Sugarcube Corner, Scar secretly watching from the rooftop of Sugarcube Corner looks down at the group with a silent frown upon seeing that Pinkie had managed to escape from being trapped in the Mirror Pond for an eternity.

“You got lucky this time, Pinkie Pie.” Scar said to himself upon holding a miniature stone statue of the giggly mare. “But rest assured, my little pony that I will succeed in the end, and you wouldn’t be laughing when I’m through with you.” He added before crushing it with his fiery green magic beams from his eyes and teleporting away in a flash.

Author's Note

In this episode our titular character discovers a way she thinks can help herself be able to spend time with her friends all at once...

...only for her crazy idea to turn out to be completely crazy when dozens of Pinkie's all cause a rampage throughout Ponyville.

Without much said aside from having her best friend having faith in spotting the real pony from the cluster of clones everything was all resolved in the end.

Next up is "Babysitter Bunga." where the Guard's Bravest has his turn in the spotlight when he is tasked with watching over the little one's while their parent's are away.

Episode 4: Babysitter Bunga

Episode 4:

Babysitter Bunga

On a nice morning in the Pride Lands, the jackals have decided to take a little field trip for some zebra hunting down below from the hill they were standing on.

“Ah... I love the smell of zebras in the morning.” Reirei chuckled upon eyeing their prey from afar. “Smells like breakfast.” She then turned back to the young ones ready to give them pointers on their first hunting lesson. “Dogo, Kijana, this is a perfect opportunity for you to try out what we've been practicing.”

“You mean, luring the little one away from the herd.”

“'Cause they're young and easy to trick.”

Both jackal pups eagerly replied.

“That's right.” Their mother nodded. “Chase 'em, charm 'em...”

“And then, chomp 'em.” Goigoi added to which his wife cackled upon that statement.

“Yes. We'll scare the herd. You two find yourselves a little one. Let's go.”

She lead the jackals out to carry out this plan just when the Lion and Pony Guard arrive nearby on their patrol. And some of the members managed to get a good whiff of their scent and presence.

“Smell that, Fuli, Kyoga.” Kion asked the cheetah and lioness after catching their scent.

“Yeah.“

“And it doesn't smell good.”

Both Kyoga and Fuli replied with the former having a very good idea of whose scent that is.

“Don't look at me, I'm back here.” Bunga innocently defended.

“Okay, okay.” Pinkie confessed thinking she did it with raised hooves. “I ate egg and cheese bean breakfast burritos this morning.” She cried to which Applejack and Fluttershy side-stepped away from her.

“It's not you two, Bunga, Pinkie. It's jackals.” Fuli corrected them.

“Which means we’ll be having a breakfast with Reirei.” Kyoga added ready for a fight. “And I don’t mean we’re actually eating with them.” She quickly added to Pinkie before she could even think of proposing a breakfast party with them.

“Ono.”

“Rainbow.”

Kion and Twilight instructed them to fly up and find them

“We'll see what I can see.” Ono vowed before they both flew up to find them from the skies. “Hmm. Hapana. It's jackals, all right.”

“And they're attacking the zebras.” Rainbow added just when the adults slowly approach their prey.

“Then, we need to move.” Twilight voiced with what must be done before Kion began their battle creed.

“Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!”

Reirei and her pack lead the charge against the herd to which alarmed the zebras into of course panicking and running away. And their plan is working in regards to separating the little one from the rest of the pack and that someone is Muhumi’s boy Hamu.

“Panic and run, Hamu! Panic and run!” His mother urgently told him.

“I am panicking. But you're running too fast.” Her son panted in his best efforts to keep up.

“See that little one, kiddies? You know what to do!” Reirei told her kids.

“Yes, Mom!”

“We sure do!“

The two declared before moving forward with the latter getting ahead.

“Hey! Wait up! Wait for me!” Dogo called out to his sibling while trying his hardest to follow after him to which both Ono and Rainbow spotted overhead.

“Oh, no. The jackals have separated Hamu from the rest of the herd!” Ono alerted everyone.

“Hamu? Those stinkin' Jackals!” Bunga exclaimed in disgust with their tactic.

“That’s coward’s work right there.” Rainbow voiced with little surprise they would plan that.

“Rainbow, you Bunga and Ono, go help Hamu!” Twilight instructed of them.

“Got it!”

“Affirmative!”

“Zuka Zama!”

The three nodded and saluted in response before heading out to save the child.

“Fuli, Beshte, girls...” Kion turned to the rest of the team. “Let's go help the rest of the zebras.”

Both Dogo and Kijuna both chase after Hamu with the latter turning into the tall grass for a more stealth approach into hunting him leaving Dogo to try to keep up and turn up the charm on him.

“Hey! Wait up! Wait for me!”

“You? You're a jackal!” Hamu refused to do so.

“Yeah, but... I'm a friendly jackal! I just wanna play!” Dogo tried to insist which had the young zebra seemingly buying it.

“You do?”

“Yeah! Come on! We can play... tag!”

This was enough to get the zebra to stop in his tracks after buying his stalling efforts.

“I do like tag.”

Back where the rest of the herd is being chased Goigoi is attempting to close in on one of the zebras right in front of him.

“Oh, slow down so I can eat ya!” Goigoi complained in-between pants.

“Huwezi! Hyah!” Fuli shouted before looking down at the defeated jackal. “Now who's slowing down?” She smugly asked with Fluttershy joining her ready to perform The Stare on him with crossed arms.

“Uh... not the zebras.” Goigoi answered with a nervous smile before retreating.

At the same time both Applejack and Beshte have teamed up to take down the other jackals up front. With Beshte bowling them down and Applejack rounding them with her lasso they were able to stop them from getting a bite in. In addition, the one jackal that did manage to evade the Guard’s Strongest ended up being knocked back with party confetti to the face courtesy of Pinkie Pie.

Back where Dogo has gotten the lone zebra to stop and talk his sibling moved to the other side of the tall grass ready to attack from behind

“Let's play surprise-tag! You stand still, and close your eyes...” Dogo offered before Ono quickly alerted the zebra.

“Hamu! Behind you!“

Rainbow Dash quickly scooped up the jackal about to sneak attack leaving Dogo’s lies exposed to the lone zebra.

“Lion and Pony Guard? No! Don't spoil the surprise!” Dogo protested.

“Sorry, kid. I’m afraid the only surprise that is happening right now is this…”

“What?”

“Zuka Zama!” Bunga quickly tackled him before tumbling off of him

“What kind of game is this?” Hamu asked.

“It's the last game you'll ever play, zebra.” Dogo menacingly answered with a growl ready to advance on him.

“Oh, no, you don't!” Ono was quick to knock him down which further angered the little pup.

“I don't think you play tag with your teeth.” Hamu commented a little unsettled when he started baring his teeth.

“Jackals do.” Dogo snarled before advancing on him to which he backed away from.

“Kick him, Hamu! Kick him!” Bunga shouted while Rainbow restrained the other jackal pup in her hooves

Hamu did exactly that before performing a quick turn and kick. “Tag!“ Dogo yelped while sent flying into the tall grass right in Rainbow’s hooves. “You're it!

“Good guys, two. Jackals, nothing.” Bunga declared when Rainbow flies over to both Bunga and Ono with the two restrained pups at her mercy.

Back at the front of the pack, one of the zebras ended up tripped over a rock she didn’t see while looking back thus leaving her vulnerable at the jackal matriarch’s mercy. But just when she was vicously smiling at her cornered foe backed up against the rock when…

“Give it up, Reirei!” Kion called out to her from above the rock. “You're the last one standing!”

“I am?” Reirei questioned when she is suddenly blasted away by magic courtesy of both Twilight and Rarity with Kyoga following up by tackling and pinning her to the ground.

“Not anymore.” Kyoga answered with a confident smirk before Kion leaps over them in the herd’s defense.

“Where's Hamu? Hamu! Hamu!” Muhimu gasped while looking around for her boy.

“Right here, Mom!” He quickly informed her upon reuniting with her with Rainbow tossing the jackal pups back over to the jackal family. “Bunga saved me!”

“Nah, you saved yourself.” Bunga humbly reminded.

“Bunga told me to kick, and I did!”

“Did you hear that, Kion, Twilight? That little zebra attacked my son!” Reirei asked while trying to act like he harmed an innocent child.

“Don't worry, Reirei.” Kion assured with a serious expression clearly not buying it for one second. “You'll be safe from these "vicious zebras"…”

”... once you're back in the Outlands.” Twilight added just as seriously.

“No justice for jackals, I guess.” Reirei irritably sighed in disappointment.

“Not one ounce of sympathy.” Twilight replied unsympathetically. “Now get out here.”

“All right, kiddies. Let's go!” Reirei complied with their orders before spotting that her husband hasn’t moved an inch. “Goigoi!”

“Coming, hun! Whoa!” Goigoi returned before being levitated away and sent flying away by Twilight’s magic which intimidated the other jackals into running away before they end up getting the same treatment from the lavender-coated unicorn.

Needless to say, that sure was a first Twilight has literally kicked someone out of the Pride Lands with her magic rather than letting them run away on their own which was rather surprising to the others. But none of them bothered to comment on it since they have repeated the same mistake of crossing paths with them over and over again and felt it was best not to question her methods.

“Great job, everyone!” Kion congratulated everyone while Twilight blew the smoke off her horn with silent satisfaction written with a matching smile.

“Lion Guard, Pony Guard, wait!” Muhimi quickly called out to them not ready for them to leave just yet.

“Muhimu, what's wrong?” Kion asked.

“You can't just go. We've been attacked.” She said to them still feeling unsafe deep inside.

“But the jackals are gone now. You're fine.” Fuli pointed out with an assuring smile.

“No need to panic or run.” Ono added.

“Eeyup. No need to worry about them giving y’all anymore trouble.” Applejack also added with a friendly nudge on the zebra’s shoulder.

“Yes, I know, but I...I'm still sort of shaken up.” She explained why she feels she still needs their security.

“You just need to relax, Muhimu.” Beshte suggested. “Take some time for yourself.”

“Yes darling. Like a nice afternoon at the spa in Ponyville.” Rarity offered. “I’d be more than happy to take you there myself.”

“Well, I'd love to, but what would I do with Hamu?” The still slightly distressed mother zebra asked before seeing her boy frolicking and playing with Bunga. “Maybe Hamu can stay with Bunga. They really get along together.”

“Stay with me?” Bunga expressed surprise at that proposal.

“Stay with Bunga? That sounds great!” Hamu expressed excitement at the idea.

“What do you think, Bunga?” Kion turned to him to make sure he is all right with it. “You okay keeping an eye on Hamu for a little while?”

“Sure, why not?” He nodded to which sparked eager excitement in the young one’s heart.

“Yay!”

“Oh, thank you.” Muhumi thanked them before heading out with Rarity. “I can relax now knowing that my little one is with someone so responsible.”

“Hamu! You wanna dive off Hakuna Matata Falls?” Bunga offered before rushing off ahead.

“Yeah.” He responded before following after him.

“Oh, oh, wait for me!” Pinkie called out after them before joining them.

“Did she say, "responsible"?” Fuli jokingly asked if she heard her right knowing the honey badger and the pink party pony’s personalities.

“Well, at least as far as Pinkie is concerned she sure is responsible enough to take care of a baby unicorn and a baby earth pony on her own.” Kion returned that he has faith in his honey badger friend. “So I think he’ll do great along with Pinkie.”

“That’s true.” Twilight agreed without hesitation. “They do know how to work together.”

With that said and done the rest of the Guard heads back to the Lair of the Guard back at Pride Rock. But when they got back a thought popped up in the Lion Guard’s Keenest of Sight‘s mind.

“Uh, Kion, I was wondering...” He began to Kion.

“What is it Ono?”

“Well, I'm a bit concerned about Bunga and Pinkie being away.”

“Ono, it's fine.” Kion reassured. “Bunga and Pinkie will do great with Hamu.”

“I'm not worried about that. I'm worried about us.” Ono clarified. “We do depend on Bunga and Pinkie.”

“For funny smells, bad jokes?” Fuli jokingly questioned.

“With cherry soda, festive parts, and smiles.” Kyoga added in similar manner to which Twilight smirked upon hearing.

“Fuli, Kyoga, you both know Bunga is the bravest along with Pinkie.” Beshte told them.

“And they are the best climber and bouncer.” Ono added. “What if we need to rescue someone from a tree or some other high place, while they're gone?”

“You're right, Ono. We should practice what we do.” Kion agreed with his concerns before leading the team away for some much needed training. “Come on. See that rock up there?” He gestured to said item on the ledge although some of the ponies dismiss it as an easy feat. “Let's pretend it's a trapped animal. Who wants to try to get it down?”

“Kion, you know cheetahs don't climb.” Fuli argued when the Lion Guard leader turned to her to try it out.

“Give it a try.” Kion insisted.

Figh sighed before doing so with a ready and prepared running start.

“Huwezi.”

She was able to climb up to the near top but couldn’t quite hang on to the edge before her grip gave way and had her plummeting back down to the ground.

“You're right, cheetahs can't climb.” Ono commented with an amused smirk.

“I didn't say that. I said we don't climb.” Fuli corrected while pulling herself on her paws.

“And now we know why.” He remarked to which he and Beshte shared a laugh over until Fuli glared at them to shut up.

While they watch this, Twilight, Applejack, and Rainbow Dash shake their heads while finding the entertainment in the difficultly they are having with this little exercise.

“Yes, well, I can't climb either. But I can fly to the rescue.” Ono moved to fly up to the ledge. “Hello, little animal in danger. Allow me to help you out.” He tried to lift the rock but lacked the strength to do so before slipping and flying backwards hard into the ground.

“Ono, you okay?” Kion asked before he and the others rushed over to him.

“Mmm. Affirmative.” He weakly nodded.

“Hey, I bet I could pick up that rock.” Beshte then thought before moving towards the ledge. “Twende Kiboko!”

“Wait, Beshte!” Kion tried to warn his friend albeit too late.

He ended slipping of the steep slope and wound up crashing into Ono by accident.

“Oh no.” Rainbow quietly remarked while stuffing her hooves into her mouth to resist being heard laughing while Applejack and the others winced in sympathy for them and Twilight rolls her eyes in amusement.

“Okay. Maybe that's enough climbing practice for now.” Kion then suggested.

“Good!” Ono agreed while Beshte apologetically looking down at his squished friend.

“Besides…” Twilight added with a whistle to get their attention so they can see her and Applejack performing the climb no problem without magic with Rainbow Dash effortlessly flying over and picking up the rock with one hoof and flexing her muscles. “…we already have your climbing crew for the job.”

“Great.” Ono again remarked feeling embarrassed with their performance while Fluttershy gently separates him and Beshte before making sure the egret is okay and free of injuries.

At Hakuna Matata Falls, one of the young giraffes there is running around on her own which wasn’t taking an liking to the leader of the giraffe’s Twiga.

“Juhudi! Stop running! Juhudi, don't splash in the mud! Juhudi, look out for that hyrax!”

She tried to tell her to no avail since the giggling youngster is still running around full of energy and ended up getting muddy and nearly bumping into a hyrax as a result.

Seeing there was no use to trying to talk to her, she gives up and moves to get a drink from the nearby pool of water.

She moved in between moved a female adult rhino and Muhimu to do so before noticing something different about the zebra next to her.

“You look relaxed, Muhimu. Where's your boy?” She questioned her.

“Bunga and Pinkie are watching Hamu, so I can have some me time and some much needed pampering thanks to Rarity.” She answered. “And let me tell you, that girl sure knows of how to help with that.”

“Indeed, darling, indeed.” Rarity commented while wearing her spa robe.

“Bunga the honey badger, Pinkie Pie the party pony, from the Lion and Pony Guard?” Twiga blinked in surprise before hearing Juhudi screaming because she is currently playing with a porcupine. “Juhudi!! I told you not to play with the porcupine!” She chastised her on deaf ears before sighing. “Think they'd take Juhudi, too?” She hoped out loud just when the three arrive.

“Probably.” Rarity commented not seeing why not. “And if they do I’d be more than happy to take you to the spa too.”

“That would be lovely.” Twiga said very intrigued with the idea before spotting the two babysitters with Hamu at the top of the waterfall.

“This time, use your front hooves to break through the water.” Bunga instructed Hamu.

“Got it.” He nodded before they all moved to leap into the water.

“Zuka Zama!”

“Whee!”

The three share a laugh over their successful jump when Twiga clears her throat to get their attention.

“Bunga, Pinkie, would you mind watching our kids, too?” She asked of them.

“Ooh, can you Bunga? Can you?” Hamu eagerly asked of them.

“Hmm, I don't know.” Bunga voiced with consideration at the thought. “More kids, bigger splashes, more noise.”

“Aw come on Bunga.” Pinkie tried to encourage him otherwise. “Don’t forget you got the Cake twins best babysitter around.”

“I understand if it's too much trouble.” Twiga replied seeing that Bunga is still neutral about it.

“You kidding? It sounds great!” Bunga immediately agreed before inviting them to join them. “Come on, kids, jump in!”

“Yay!”

“Well, it looks like you two just earned yourselves a nice afternoon of relaxation with me.” Rarity told them before leading the way back to Ponyville.

While the kids get acquainted with their babysitters the parents all head on over to the portal with Rarity leading the way.

“Okay, well, we'll be back before sunset.” Twiga told them while leaving.

“Oookie-dookie.”

“Whenever!”

The two returned while waving them off.

“Now what, Bunga, Pinkie?”

“Yeah, is there anything else to do?”

Both Hamu and Juhudi asked of them.

“You kidding? Hakuna Matata Falls is filled with fun stuff to do.” Pinkie cheerifuly told them.

“As long as you know how to... Teke, Ruka, and Teleza.” Bunga added in agreement while holding up a nearby fruit with his claws.

“Teke, Ruka, and Teleza?” The giraffe asked trying to understand what he meant by that.

“Yeah, Teke, kick!” Bunga demonstrated by kicking the fruit up into the air which gave the kids an idea of how the first part works.

“Teke!”

“Teke!”

“Teke!”

“Teke!“

“Right back at you, Bunga! Teke!”

The kids all shouted while kicking the fruit towards each other and back in Bunga’s arms.

“Good job, everybody!” Bunga complimented while Pinkie looks on impressed. “Now, come on. Ruka, jump!”

He led the way where he leaps over a nearby log up ahead.

“Ruka!” All of the kids repeated while repeating Bunga’s leap although the young rhino had a little trouble on the jump when he landing on the log instead.

Pinkie quickly nudged him across before effortlessly leaping over both him and the log.

“That was great.” Bunga complimented them before heading towards the downhill slope ahead back into the water. “Now, Teleza! Slide!”

“Teleza! Yay!” The kids cheered when they do so.

“See, if you can kick, jump, and slide, you can do anything! I'll show ya!” Bunga told them before he and Pinkie sing and dance to the tune to demonstrate of what they need to do going forward.

Teke, Ruka, Teleza!

Elsewhere back in the Outlands, the young jackal pups are now practicing their hunting skills by chasing after their prey. Only problem is that they have only their elders to work with since no one else is their size. Luckily, Goigoi was kind enough (or rather clueless enough) to volunteer. But it all works out and the kids were able to pin him down when he ended up crashing into a boulder he didn’t see until too late.

“How'd we do, Mom?” Dogo asked.

“Real good, kids. Good enough that I think it's time to go back to the Pride Lands.” Reieri commended them.

“But what about the Lion and Pony Guard?” Kijana asked and pointed out they’ll be there to stop them again.

“Leave that to me.” The matriarch remained undeterred before leading the pack away and back over towards the Pride Lands border. “I'll come up with a plan to keep them out of our way.”

“Is it over?” Goigoi asked immediately regretting playing the dummy of the training exercise unaware that he is dragging behind until now. “Uh, next time, can I be the big one and someone else be the little one?”

Meanwhile, in the Ponyville Spa, all of the mothers are all relaxing in their lounge chairs alongside Rarity, all wearing robes and cucumber covering’s over their eyes and being tended to by the kind staff at the place.

“Ooh. I don't think I've ever been this relaxed in my life.” Twiga voiced in satisfaction while getting a back massage.

“And that’s the idea darling.” Rarity told her while sitting back in the hot tub. “A nice relaxing day with nothing to worry about and to instead just sit back and release all of that tension you’re feeling.”

“Mm-hmm.” Muhimu agreed while taking off her cucumber covers. “Oh, have you tried their grass offerings?” She gestured Twiga to the small plates of green grass for them to snack on while they sit back and relax.

“No.” Twiga replied. “Is it good?”

“Amazing! Try it.” Muhimu encouraged to do so to which she does.

“Mmm. You're right. So good.” She enjoyed what refreshments the Equestrian world had to offer such as the cheese, cracker, and fruit palette along with the vegetable smoothies that captured their taste buds. “Almost as good as Acacia.”

“And there’s more where that came from.” Rarity pointed out just when some of their caretakers clear their finished palettes before getting ready to replace them while the others still tend to them.

“So…” Muhimu spoke up with a question for Rarity. “You come here often?”

“Oh yes.” She answered. “Sometimes on my own and other times with my friends when we’re not on patrol.”

“All of them.” Twiga asked wondering if they are any of them that actually hate them.

“All expect for Rainbow Dash….” Rarity answered. “…at least not she wants to admit it. Last time she was here she ended up cowering when one of the kind darlings tried to give her a pedicure.”

Everyone couldn’t help but chuckle at the thought.

“Wow! And she’s one of the most bold and brave members of the Guard.” Twiga chuckled. “I’m sure glad I didn’t ask her to watch over my kid, otherwise she might toss her aside without even thinking about it.”

“Now, now, Twiga.” Rarity spoke up in her defense. “Rainbow may be a bit reckless and hot-headed at times but she would never do that even if it is someone else’s child.”

“True. I know she wouldn’t.” The giraffe shook her head to let her know she was just kidding. “And even though Bunga and Pinkie Pie can be very silly at times they sure seem to know how to babysit.”

“Amazingly enough.” Muhimu said. “And to think the honey badger was someone I referred to as a mongoose not too long ago. And now I trust him to watch over my son, Hamu.”

“Who would have guessed?” Twiga replied with a shrug just when one of the pony massages her back. “Ooh. Ooh. That’s better.”

“I couldn’t have said it better myself, darling.” Rarity said while getting out of the hot tub and put on her towel so she can dry herself off. "And believe me I understand what it's like having family getting on your nerves at times."

"How so?" Twiga inquired. "You a mother too?

"No, but I am an older sister of a filly Sweetie Belle." She answered while drying off the last of the water on her marshmallow colored coat of fur so it is sparkling like her diamond cutie mark. "And she sure is an energetic little hoofful at times."

"Doesn't that drive you crazy?" Twiga asked.

"Yes, but even with our ups and downs we still always make time for each care and are there when we need each other." Rarity explained. "Even when she accidentally causes you trouble at times."

"Like what?" Muhimu curiously asked.

"Oh, not much, other attempting to cook breakfast badly, shrinking one of my sweaters, borrowing fabric for her friend's capes, borrowing fabric for her friend's comedy show, along with borrowing some of my gems for her arts and crafts projects." She further went on while the other mother's were all amazed and stunned with how much trouble she has gotten herself into. "Yeah, she's racked up quite a list there."

"Quite." Twiga giggled. "More like a lot considering with what you said you had to put up with."

"How did you even manage all of that?" Muhimu asked.

"It wasn't easy that's for sure." Rarity replied. "I just try my hardest to be patient and understanding with her and remind myself not to blow up at her in the heat of the moment. Otherwise I'll lose the unconditional love with my sister. And yes that has happened once." She added to which they all took in to great consideration going forward finding her advice very valuable and worthwhile.

"Wow! That's very impressive." Muhimu complimented. "Even though you don't have a child yet you sure know a thing or two abut parenting yourself.

“You’d be surprised of what hidden depths others have on the inside. The more time you take to get to know someone more, the more interesting discoveries you could across.”

“And my time with Bunga sure taught me that. Ooh.” Muhimu said while having the tension from her hooves released. “And to not judge someone by their appearance right away. Aw, that’s nice.”

“Took the words right out of my mouth.” Rarity responded before moving ahead to pay for everyone’s spa treatment with the gems from her purse. “Because it never hurts to be generous to someone for once.”

“You sure make it easy.” Muhimu noted while eyeing her preparing to pay for their spa treatment with a thankful smile.

“Well, what can I say.” Rarity thought nothing of it while handing the gems to the pony at the front office. “Generosity is in my nature. It’s my element."

Elsewhere back in the Pride Lands, the Lion and Pony Guard is out on patrol minus three members looking out for any trouble up in the trees and so far they haven’t had any signs of trouble worth climbing up much Fuli, Beshte, and Ono’s relief.

At the same time, Reirei has taken the pack out on over to Hakuna Matata Falls for their next hunting trip attempt while sending Goigoi out to draw the Guard away to keep them away from where Bunga and Pinkie Pie are watching over the kids. And needless to say he is left lost in terms of thinking of a plan when he suddenly and accidentally stepped on his own tail.

“You hear that?” Kion asked everyone upon hearing his scream of pain.

“Sounded like a jackal to me.” Beshte responded while turning to the voice’s direction.

“Goigoi if I’m not mistaken.” Kyoga added.

“Definitely is a jackal.” Rainbow reported while catching a glimpse of Goigoi from the sky.

“And it came from back there.” Fuli turned to the voice’s direction coming to the same conclusion of where it came from.

“Till the Pride Lands' and Equestria’s end…” Kion began with the other’s finishing.

“Lion Guard and Pony Guard, defend!”

The Guard headed out towards Goigoi’s direction before he quickly ran off seeing that he managed to succeed in getting their attention.

Back at Hakuna Matata Falls, Bunga is teaching the kids how to play Ruka which consists of him balancing on a rock when one of the kids leaps over and lands on the opposite side to launch him back over where the others kids are watching.

“Ruka Zuka Zama.” Bunga told Juhundi who leaped over and landed on the opposite end of the rock where Bunga flies back onto dry land with the others.

“Me next, my turn.” Juhundi called out for one of the other kids to hop on and launch her.

“Okay. Get ready.” Hamu volunteered to go next. “Ruka!”

“Now you’re getting it!” Pinkie complimented them when Juhundi flies back over to where they are standing.

All while unaware that Reirei and the others are watching from the nearby bushes.

“Too perfect.” She commented.

“What about Bunga and Pinkie Pie?” Kijana asked.

“You young'uns just leave him to me.” Reirei answered. “You all hungry?” She asked everyone who all nodded. “Me too. And it looks like there's plenty of young ones to go around.”

“We're gonna save some for Dad. Right, Mom?” Dogo asked.

“Sure we are, sugar. Sure we are.” Reirei assured his son rather insincerely.

Elsewhere, the Guard has closed in on Goigoi fleeing from them while barking.

“Goigoi, what are you doing?” Ono asked seeing that he is just running ahead aimlessly.

“Ono! Rainbow! I'm...” He stammered to come up with a answer. “I'm a chasing antelope! It's gonna take the whole Lion and Pony Guard to stop me!”

“From running ahead like a dum-dum?” Rainbow asked while the idiotic jackal runs ahead like he’s got them fooled even though she finds it rather annoying along with Ono.

“Wait till Reirei hears about...” Goigoi said to himself before suddenly falling into a hole he didn’t see while he was distracted yet again. “Whooooaaa!”

“Ono, Rainbow, what did you see?” Twilight asked of them.

“Well, it's Goigoi.” Ono answered.

“Who's he chasing?”

“Is it an antelope?”

Both Beshte and Applejack asked.

“But the thing about that is he isn't.” Rainbow answered before they went over to where the jackal is headfirst stuck in a hole.

“Help!” He cried with his voice muffled from where he’s speaking from. “Howdy, Kion. Twilight. Fancy meeting you here.”

“What are you up to, Goigoi?” Kion demanded.

“Oh, you know, just chasing antelope.” Goigoi answered through an obvious lie.

“No antelope. I checked.” Ono responded with a blank unimpressed expression.

“Really?” Goigoi asked actually thinking he was. “Huh. Sure fooled me.”

“That part, I believe.”

“Me too.”

Both Fuli and Kyoga said to both Ono and Twilight who both nodded in response.

“Don't worry. We'll get you out of there.” Beshte assured before he and Applejack move over to free him from his predicament.

“You mean it? You'll lend me a paw or a wing or something?”

“Of course. But…” Kyoga answered with a devious smile. “…there’s a catch to this deal.”

“Huh?”

“You didn’t think you’d get out with no strings attached did you?” Twilight asked before pressing the answer to the question they want out of him with the amused and devious smirk. “Well in this case, you’re not getting off so easy. Not until you tell us where Reirei and the rest of your family are.”

“Oh. I don't know if I could do that. I'd be in big trouble.” The distressed jackal nervously attempted to talk his way out of it.

“You're upside down in a hole, surrounded by the Lion and Pony Guard.” Fuli pointed out. “How could things get worse?”

“Reirei could get mad at me.”

“That would be worse.” Beshte didn’t object to that.

“No kidding.” Applejack nodded knowing full well what that’s like.

“You guys gotta help me.” Goigoi pleaded. “I'm getting kind of dizzy.”

“Just give it up, Goigoi.” Kion asserted.

“Fine. Fine.” He relented before confessing. “They're at Hakuna Matata Falls.”

“Hevi kabisa!”

“That’s where Bunga and Pinkie Pie are watching over the kids!” Applejack realized what their target is.

“We've gotta help Bunga, Pinkie, and Hamu!” Kion declared before leading everyone on over there.

“What about me?” Goigoi protested while still stuck. “You gotta just... Huh?” Next thing he knows he is hoisting up by Beshte effortlessly who along with Fluttershy stick by to make sure he is okay before regrouping with the others. “Uh. Thanks. If Reirei asks, you didn't hear it from me.”

“Of course.” Fluttershy nodded before she and Beshte race after the others.

Back at Hakuna Matata Falls, Bunga and Pinkie were preparing to perform a triple somersault just when Reirei and her pack arrive on the scene.

“Sorry to spoil your fun, but we've been waiting a really long time to eat and we just can't wait anymore.” Reirei sinisterly said to them ready for hunting with both babysitters immediately leaping in their defense.

“Get out of here, Reirei.”

“One more step and you'll regret it.”

Both Bunga and Pinkie warned ready to attack them should they try to harm them.

“Oh, really?” The matriarch of the pack scoffed while the others wasted no time in rounding the little ones up. “You two think you can defend all these little morsels by yourself?”

“Better believe it sister.” Pinkie retorted. “You don’t want to mess with me when I’m angry.”

“And I'm the bravest in the Pride Lands.” Bunga added. “So back off from the little ones.”

The two immediately leaped in the kids defense ready for a fight when Reirei snarls and tackles Bunga to the ground with Pinkie sending a confetti blast from her cannon right at the jackal to send her back and away.

“Get outta here, kids. Run!” Bunga shouted to them since he and Pinkie both have to take down Reirei together leaving the kids vulnerable to the other jackals ready to sink their teeth into them.

“Bunga? Pinkie? They're all around us!” Hamu called for help

“Teke, kids. Teke!” Bunga reminded them while he and Pinkie work to pin Reirei to the ground.

Getting what he is telling them they all took defensive stances ready to apply their teachings together.

“Teke!”

By applying that maneuver, they were each able to able to kick away all of the jackals that attempted to attack them.

“Yes!” Pinkie smiled while Bunga leaps off of Reirei liking what he is seeing.

“Now, run.” Bunga urged them before being quickly saved by Pinkie who quickly tackled Reirei when she tried to pounce on him.

“You heard Bunga. Scatter!” Hamu quickly led the others away.

“You can't get away from us that easy.” Dogo called after them. “We've been practicing.”

“They have, you know.” Reirei agreed while trying to force both Bunga and Pinkie Pie until submission. “Your little ones don't stand a chance.”

“Don't count on it, Reirei.” Bunga defiantly warned not to get too overconfident before turning to the giraffe and serval retreating to the nearby bush. “Juhudi. Teke, Teke.”

Both immediately kick the bush which released pollen onto the two jackals pursuing them which blinded their eyesight just when they were approaching them.

“I can't see.”

“Me, neither.”

The two complained unable to look to where they are going.

“We're right here, come and get us.” Juhudi calmly called out to them while she and the serval both sidestep away just when they approach them. The two ended up dropping into the water as a result.

“Whoo-hoo! Yes!!”

“Way to go, kids!”

Both Bunga and Pinkie cheered for them being quickly pinned down by Reirei.

“You think that's enough to stop my young'uns?” Reirei growled still certain they’ll lose. “They've trained for this!”

“Not too well, I guess.” Bunga confidently returned before Pinkie slipped herself and Bunga away from the jackal’s grasp which had her falling face-first into the ground before they turned to see one jackal pursing a little monkey. “Little monkey! Teleza!”

“Got it. Teleza!” He complied before sliding down the nearby slope while the jackal pursing him ended up crashing head first into the rock in front of him instead and collapsed after knocking himself out.

The little monkey then blew a raspberry at the defeated jackal before running off.

“Great job.” Bunga complimented while pinched on Reirei’s nose while Pinkie put her in a headlock like she is innocently hugging her before the former noticed that Hamu is trying out swim Dogo. “Hamu!”

“It's okay. I know what I'm doing.” He assured before smiling off ahead

“Almost got ya.” Dogo smirked upon closing in on the zebra approaching the nearby slanted rock from earlier.

“Ruka!” Hamu called out to the young rhino from above the rock.

“Ruka.” He returned before leaping down on the rock to send Dogo flying away into the nearby bushes.

“And that's how we do it in Hakuna Matata Falls!” Hamu returned just when both of their babysitters have Reirei completely restrained.

“That's it, Reirei. Our kids beat your jackals.“ Bunga told her.

“What?! But that's impossible!” Reirei returned rather baffled. “They're just little kids!”

“Brave little kids.” Bunga corrected.

“Yeah. Brave like Bunga and me.” Pinkie added.

“Ready, kids?” Bunga asked them right behind him and Pinkie ready to finish the job.

“Zuka Zama!” They all shouted with the whole jackal pack bracing for impact upon being plowed down to the ground just when the Lion and Pony Guard arrive on the scene.

“Bunga, Pinkie, Hamu, are you all right?” Kion urgently asked of them.

“Oh, hey guys.” Bunga casually greeted.

“How’s it going?” Pinkie added like it is another bouncy filled day for her.

“They look fine to me.” Ono commented upon the observation that they along with the kids were able to fend for themselves while Fuli could not believe what she is seeing.

“But there's a lot more kids here, than just Hamu. What happened?” She asked in disbelief.

“I guess, word spread about what an un-Bunga-lievable babysitter I am along Pinkie Pie.” Bunag proudly declared. “We make an Un-Bunga-veilable team together!”

“Kion, Twilight, look what these horrible little animals did to me and my babies.” Reirei attempted the innocent act again to no avail while being pinned down to the ground by the young rhino sitting on her.

“Nice!”

“Impressive!”

Both Fuli and Kyoga liked what they were seeing.

“You have to save us.” She pleaded.

“I think we can help you, Reirei.” Twilight replied before addressing them rather seriously with a glaring look that could kill someone alone. “As long as you promise not to come after anymore Pride Lands kids again.”

“Fine.” She complied with her orders. “Come along, kids. I don't care to stay where we're not welcome.”

“Good, 'cause we don't want you here.” Hamu remarked ready to for another round of fighting which intimidated the family

“Can we go, Mom?” Kijanau pleaded.

“Now, please?” Dogo also asked just as intimidated.

“Yes. Run, kids. Run.” Reirei urged them and the others to flee before being quickly hoisted up into the air by Twilight’s magic.

“Here, let me help you all with that.” She offered before with an eager smile while conjuring up an aura shaped boot to literally kick them out of the Pride Lands and into the Outlands.

While the jackals yelped upon being ejected out of the Pride Lands, Twilight shook her head in dismay with how low and pathetic they have become since they first met them.

“That is just disappointing.” Kyoga remarked. “From skilled bad guys of nearly tricking everyone until they were found out to pathetic incompetent bad guys who just got their butts handed to them by a group of kids.”

“So sad.” Twilight agreed finding it rather disappointing too. “The jackals had a group of easy targets right in front of them and they still couldn’t take them down alone.”

“I know.” Kyoga nodded before they turned back to the victorious group in front of them.

“You and the kids did a great job, Bunga.” Kion complimented him while turning to the pink earth pony. “You too Pinkie!”

“Nothing to it.”

“Babysitting is like a piece of cake.”

Both humbly thought nothing of their success just when the kid’s parents along with Rarity reunite with them.

“Here they are, all our little ones.” Twiga said very pleased to see her young one again. “How was your day, dear?”

“It was great!”

“You should've seen these guys.” Bunga added in agreement. “They fought off a whole pack of hungry jackals.”

“Jackals?” The mothers all gasped in shock hearing this.

“Yeah!” Pinkie confirmed before rambling her motor mouth off. “They were all growling and threatening all of us before pursing them while we were taking down Reirei and the kids were all kicking, jumping, and sliding all over them!”

“It was easy!” Hamu added to back that claim up. “We did Teke Ruka and Teleza!”

“Just like Bunga taught us!” Juhudi also added.

“You taught our kids to defend themselves?” Muhimu turned to Bunga rather impressed with what she is hearing.

“Yeah, of course.” Bunga honestly answered.

“You're the best babysitter, ever!” Muhimu praised.

“Seriously?” Fuli whispered to others still not believing what she is hearing.

“Better believe it because that’s what she said.” Kyoga told her as they all watch while the kids all get together with both Bunga and Pinkie for one final cuddle.

“What can I say? I knew it all along.”

“Me too!”

Both babysitters claimed confidently and that’s something no one will ever forget. Both Bunga and Pinkie may be silly but they are not someone you want to underestimate because they will make sure they teach you that by the end of the day and that’s what the whole jackal family ended up learning the hard way.

Author's Note

In this episode it is Bunga's turn to take the spotlight who along with Pinkie Pie watch after some Pride Lander parent's kids.

One would think knowing Bunga that he wouldn't be cut out for the job, but after seeing him how he managed the young bundles of joy along with Pinkie by his side (who likewise learned her lesson in babysitting back in Baby Cakes), he proved to be a natural babysitter. And it proven crucial in fending themselves against Reirei and her jackals ready to make a quick meal out of them with this simple advice.

Teke, Ruka, Teleza.

Next up is "One Bad Apple." where the Cutie Mark Crusaders greet Apple Bloom's cousin who is appearing not what they expected her to be during her visit from Manehattan.

Episode 5: One Bad Apple

Episode 5:

One Bad Apple

At Sweet Apple Acres, Apple Bloom is in her room frantically looking for a good outfit to wear when her older sister Applejack comes inside clearly annoyed with how much of a big deal she is making right now.

“Scoot your boot, Apple Bloom. It's not like it's the Harvest Day Parade! We're just goin' to the train station!” Applejack tried to urge her to calm down on deaf ears since she is now currently trying on outfits.

“Too casual. Too summery.” She self-commented before Applejack decided to intervene to reiterate what she said.

“Your cousin isn't gonna care what you're wearin'. Just pick somethin'!” Applejack told her with sigh.

“This is my first time meetin' her, and she's from Manehattan. I wanna make a good impression!” Apple Bloom argued still not easing up before trying on new outfits while looking at herself in a mirror.

One was a casual farmer’s outfit and another was an inflatable ball float with black sunglasses and a small blue hat. She rejected them both because she felt the former was too casual and the latter was too summery for her.

“You know what would make a good impression?” Applejack asked her while approaching her from behind while she is trying on a white cloak with purple sunglasses.

“What?”

“Bein' on time to pick her up!” She answered before dragging her by the cloak.

“Aww.” Apple Bloom whined while finding herself briefly tied up by the cloak before it unraveled and freed her to continue pursuing her ideal outfit.

“You got nothin' to worry about, sugarcube.” Applejack again assured her. “Y'all are gonna get along great. You already have somethin' in common.”

“Oh, yeah? What's that?” Apple Bloom asked through her snorkel when trying on another summer outfit.

“Neither of you have your cutie mark.” She answered to which got her charging out of the room not caring about her personal appearance.

“What?! How could you forget to tell me somethin' like that?” She demanded while running out of the room.

“Well, I–“ Applejack tried to explain which fell on deaf ears when she rushed off ahead.

“Oh, this changes everything! Meet you at the train station! I'm gonna go tell Sweetie Belle and Scootaloo!”

“You know, your cousin is supposed to sleep in here!” Applejack reminded her while calling out in vain to her when she ended up leaving the designed guest room a mess with scattered clothes placed all around the floor.

Knowing that she is going to invite the equally energetic Sweetie Belle and Scootaloo along for the trip, Applejack reluctantly allowed them to accompany them there. And all she could do during the duration of their newfound excitement was stand and frown in annoyance with their constant chattering and bouncing around.

“Do you really think she'll wanna join?” Scootaloo eagerly asked Apple Bloom.

“She doesn't have her cutie mark. Of course she'll wanna join the Cutie Mark Crusaders!” She replied with great certainty.

“I'm just so excited I could burst!” Sweetie Belle expressed while literally bursting a sparkle of magic from her horn just when some of her Pride Lander friends came walking by.

"Burst about what?" Shauku asked.

"A magical cutie mark?" Gumba added while approaching the group.

"No..." The little unicorn replied with her prodding hoof on her chin on the thought "...although that does sound like an interesting idea."

"My cousin, Babs Seed is coming." Apple Bloom answered their question while briefly hopping into the air like Pinkie Pie normally would.

"Babs..."

"...Seeds."

The two answered looking both wee-stricken for a second.

"You mean to tell us you're waiting for a bad apple..."

"...coming from the train...?"

"No, silly." Apple Bloom corrected. "A filly whose name is Babs Seed and is coming all the way from Manehattan to come and visit."

"Oh...I get it." Shauku spoke up feeling so...

...But his partner didn't buy it. "No you don't."

Shauku groaned. "You got that right."

"Don't worry you two..." The Guard's Honest assured. "...you'll both get it soon enough."

And no sooner than she said it, the oncoming train approaches the station with a loud whistle signaling it’s arrival.

“Is that the train from Manehattan?” Apple Bloom asked her older sister.

“Yep.”

Once the train arrived to a complete stop at it’s station, Apple Bloom wasted no time looking around the train cart in front of her to try to find her.

“That's her! Oh, wait, no, no, that's not her. Oh! No, tha-tha-that's her! Um, no. Oh, wait, tha– that's not her either, uh...”

She searched and looked around but was unable to spot her to which had her big sister sighed with slight annoyance before deciding to make sense to her so she’ll understand. “Apple Bloom, you've never met Babs Seed, remember?” She calmly reminded her to which her nervously grinning.

“Oh... Yeah.” Apple Bloom gave a slight chuckle out of embarrassment upon realizing that.

“Ah, that's her!” Applejack then said upon spotting her finally come out of the train when smoke from the whistle blows towards her exit.

The smoke cleared to reveal a dark orange coated filly with a short red mane and tail, and emerald green eyes.

“Babs! Babs! It's me, your cousin, Apple Bloom!” Apple Bloom quickly and eagerly greeted much to her surprise of the sudden greeting of her along with her friends. “And this is Sweetie Belle, and this is Scootaloo, oh, oh..." She remembered her other two friends who happily waved in her direction. "...and this here is Shauku and Gumba, great friends of ours, and we are so, so, so glad you're here!”

“Thanks, I'm happy to–“ She kindly returned slightly nervous before being cut off by the energetic trio one at a time.

“This is gonna be the best week of your life!” Sweetie Belle commented.

“Sure hope it's gonna be–“

“Seriously, we are gonna have a blast.” Scootaloo added to which Applejack chuckled before picking up her cousin’s suitcase and led the way back to the farm.

"Can't wait!"

"New friend of ours!"

Both the mongoose and baboon cheered while high-fiving each other thinking they are off to a great start with the Apple Sister's cousin.

“The Summer Harvest Parade's going on while you're here!” Sweetie Belle said while they starting walking. “You'll get to ride in a float!”

“Really? I've never been on a float before.” Babs responded.

"Well if anything neither me or Gumba have been here before nor ridden a float before so if anything we're on the same boat here." Shauku kindly said to Babs encouragingly.

"Welcome to the club." Gumba added in the same tone to which had Babs feeling slightly comfortable seeing that she has common ground with them.

“And we've got a really big surprise for you!” Bab's cousin added eagerly.

“Yeah... uh... a surprise?” Babs questioned completely unsure of what to expect from the three because the next that happens is her eyesight is covered for the rest of the walk up until they arrive in the inside of the Cutie Mark Crusaders Clubhouse.

“I give you... the Cutie Mark Crusaders Clubhouse!” Apple Bloom proudly presented with a very bright smile.

“A club devoted to helping ponies get their cutie marks!” Scootaloo proudly added. “We're its founding members.”

While the girls proudly showed their blank flanks, Babs Seed quickly covered hers with her tail finding their pride mortifying to which both the mongoose and baboon took notice of.

“Technically, we're its only members aside from the assistance of the Lion and Pony Guard fan club.” Sweetie Belle added while reminding her friend’s.

“But we're always looking to expand, and you seem like the perfect candidate!” Apple Bloom then told her cousin that are looking to for her to join.

“I do?” Babs asked.

“Well, yeah, since you don't have a cutie mark and all.” Scootaloo replied while rubbing her flank against hers with the uncomfortable filly pulling her flank away out of embarrassment.

“Oh, yeah...That...” She replied while looking aside and covering her flank again with her tail.

Clearly, the Manehattan filly is pretty uncomfortable of being seemingly forced into spending time with them but she is not able to get a word in due to their over-excitement.

"Babs, is there something you want to say?" Shauku asked the filly.

"Because you look like you want to get something out." Gumba added with open ears to which had the filly ready to do so until her cousin interrupted while not picking up the cues her friends are trying to get out of the visitor.

“Allow me to show you just some of the highlights of our clubhouse, should you choose to join us.” Apple Bloom then began the tour of their place while having to gesture to her friends to start presenting her of their place. “This is where we do our roll call...” She presented them their poster with check marks next to the hand-drawn images of their faces on them before gesturing her to their picnic table. “This is where we eat our lunch...” The girls pretended to eat and drink before gesturing Babs to the open space around inside. “Sometimes we stand here and think of great ideas.”

“Yeah, uh...” Babs Seed tried to speak her mind but hardly anything could come out of her mouth with how much in control of the conversation there are.

“Uh, could you excuse us for a moment?” Apple Bloom asked of her cousin.

“Sure...”

The girls and boys then quickly huddled together before discussing amongst themselves.

“Thought she'd be more impressed.” Apple Bloom commented in a hushed tone.

"Maybe she is just nervous about trying to fit in." Shauku suggested.

But Scootaloo wasn't keen that was the case. “She's from Manehattan. If we wanna impress her, we need to really wow her!”

"Okay..." Gumba returned looking confused. "How?"

“Hmmmm.” They pondered deep in thought of their best approach until Scootaloo suddenly gasped with an idea in her head.

“The float! She can ride with us on our Summer Harvest Parade float!” She immediately suggested.

“That's perfect!” Apple Bloom liked this suggestion. “This really is a good spot for thinking up great ideas.”

“Mm-hmm.” The others nodded in agreement before acting on that approach.

"Well...okay." Gumba spoke going along with the plan. "Not what I would have done but it's still a way to help make new friends."

"It sure is." Scootaloo asserted happily.

The three then take her to the Apple Family Barn where they keep their already constructed float inside.

“Here it is!” Apple Bloom proudly presented them a giant orange pumpkin float. “The official Cutie Mark Crusaders float for the Summer Harvest Parade!”

“As a member of the Cutie Mark Crusaders, you'd be able to ride on it with us! It'd be totally fun.” Scootaloo added while flapping her tiny wings on the last part eager that she’ll say yes even though Babs was still laughing nervously and hesitant about the idea just when Diamond Tiara and Silver Spoon their school time nemesis’s show up…

“More like funny...” Diamond began before they both finished together.

“...looking!”

The girls and boys glared at the two snobbish ponies when they come inside to further mock them again.

"Well, well, well, if it isn't Diamond Tiara and Silver Spoon..." Shauku spoke just as condescendingly back towards their rivals.

"...kick a few flanks around on your way over." Gumba snarkily asked.

"Like that matters to you." Diamond smugly returned undeterred before she and her friend turn to the Crusader's creation.

“What is that thing, a giant orange?” Silver Spoon asked before she and her friend share another laugh.

“It's a pumpkin. Thank you very much.” Apple Bloom retorted. “And don’t you have anything else better to do other than coming by and picking on other ponies like us?”

“Nope!” Diamond shook her head still smugly smirking at them before turning to her cousin. “Who's the new blank flank?”

Babs Seed quickly covered her flank again in embarrassment from that remark.

"None of your business, smart flank." Shauku responded while getting in the pony's face who likewise returned a mocking head scratch to him before walking aside.

“She's mah cousin, Babs. She's from Manehattan!” Apple Bloom answered.

“Manehattan, huh? Well, I guess you have that going for you."

“Suppose you're gonna join their little club?” Silver Spoon then asked the Manehattan visitor. “What's it called? The Cutie Mark Crusaders?” She added in a babyish mocking tone.

After a moment of glancing at both groups, she then made her decision of who side and join after blowing aside her mane hair on her head aside. “More like the Cutie Mahk Crybabies!” She said with a mean chuckle which shocked the Cutie Mark Crusaders along with their mongoose and baboon friends.

"What?!" The Pride Landers gasped.

“Hey!!” Apple Bloom exclaimed in slight betrayal while both of their bullies smile greatly liking her attitude.

“Oooo, heh, big city attitude! I like it!” Diamond voiced feeling very pleased while Silver Spoon nodded in approval.

“Oh, yeah? Well there's more where that came from!” Babs Seed added on while approaching the Cutie Mark Crusaders parade float. “Check this out!” She kicked the wheel off of the float which caused it to roll out of the barn and crumble into multiple broken pieces. “Looks like somepony's pumpkin just got squashed!”

“When ah tell Applejack–“ Apple Bloom warned her cousin who still remained unfazed that’ll she fall through with her threat.

“You gonna tell Applejack what? What're you, a snitch?” She retorted which left the girls speechless due to her sudden betrayal.

"That you're suddenly siding with ponies who have no place to be mistreating kids." Gumba bravely retorted back while facing the two smug fillies. "And I think you two should get out of here before we start calling for backup and you owe these girls an apology."

"I don't think so." Babs refused while turning away to her new friends.

“Come on, Babs, you should hang with us! Y'know, the cool ponies, not these babies!” Diamond Tiara offered to which she gladly accepted before they all made their leave.

“What... just happened?” Apple Bloom asked her friends.

“I think Babs just went to the dark side.” Scootaloo answered.

"And just sent your pumpkin to be turned to squash." Gumba added while looking on at the pile of pumpkin guts and seeds along with the destroyed material used to put the float together.

"I can't believe she just did that!" Shauku voiced in shock. "She's your cousin for pony's sake!"

“We have to tell Applejack!” Sweetie Belle voiced with what must be done upon the mention of family.

“No!” Apple Bloom rejected the idea. “We're not snitches!”

“Yeah! And we're not babies!” Scootaloo yelled in agreement.

"Huh?" Both the mongoose and baboon were mind-boggled by their refusal to call for help.

“Then... why do I feel like crying?” Sweetie Belle sadly asked feeling hurt to which Ono spotted while flying by having witnessed the whole scene from the skies.

“Oh, no.” Ono said to himself with great worry seeing the girls don’t have the courage to report this. “I better tell Kion about this too.”

While Ono flew off ahead to find and tell both Applejack and Kion the girls and boys went back to their clubhouse to reflect on what the Manehattan visitor had just did and treated them.

“I still can't believe she ruined our pumpkin float.” Scootaloo expressed in disbelief while pacing around the room.

“I still can't believe I'm related to such a big stinkin' bully!” Apple Bloom expressed in a disheartened tone while Sweetie Belle sighed while sat on a crate at a loss of how to deal with this.

“What are we gonna do?” She wondered while covering her eyes.

“We're gonna build a new float, that's what.” Apple Bloom confidently stated to which Scootaloo wasn’t convinced it will make a difference.

“Why bother? She'll probably just ruin that one, too.” She pointed out to which Apple Bloom sighed in agreement with her sudden confidence suddenly deflated.

“We could always tell Applejack.” Sweetie Belle reminded. “Along with Kion.”

"We could do that." Shauku agreed with her suggestion.

“No!” Her friends immediately rejected it upon remembering Bab’s earlier words to them.

"No?" Gumba questioned back trying to understand why not.

“We're not gonna be a bunch of tattle-tales!” Apple Bloom asserted while walking up to their clubhouse window. “Besides, she's only here a couple of weeks. We'll just avoid her like the plague until she goes home.” She added while closing the window and clubhouse door before the three all grouped together and sat down for a small group circle.

“Avoid her. Yeah, how hard can that be?” Scootaloo said thinking it shouldn't be so.

"Probably quite hard if they are that serious of giving you girls a hard time." Shauku voiced his opinion on the matter.

"And I suppose we could help serve as your eyes and ears whenever they decide to give you a hard time." Gumba added in proposal.

"Thanks." Apple Bloom happily returned liking the idea before she and the girls all sang about how much Babs Seed sucks now that she is here and ready to continue bullying them whenever she gets a chance.

“Yeah, yeah, yeah

Yeah, yeah, yeah

Yeah, yeah, yeah, yeah, yeah.”

The girls sang together before they each sing one by one while they make their way to Sugarcube Corner.

“First, we thought that Babs was so really, really sweet

A new friend to have, and it seemed like such a treat.”

Apple Bloom sang her initial high praises while trying to enjoy their treats until Babs showed up with both her new friends accompanying her.

“But then, we found the truth; she's just a bully from the east

She went from Babs, yeah, to a bully and a beast.”

Scootaloo sang when she bumped the girls away from their treats for her, Diamond, and Silver to enjoy themselves. But both boys from the honorary Lion Guard crew were there with the mongoose giving them a tail to the face before confiscating back the Crusader's drinks.

“Everywhere we turn, she's just a step ahead.”

Apple Bloom sang while they attempted to retreat from them before being intercepted by Babs yet again who spit apple seeds in their face before they all moved to try to avoid her at all costs with Gumba using his partner as a machine gun to return the favor back at the three mean fillies.

“Babs Seed, Babs Seed, what we gonna do?

Got a bully on our tail

Gotta hide, we gotta bail

Babs Seed, Babs Seed, if she's after you

Gotta run, we gotta flee

Gotta hurry, don't you see?

Babs Seed, Babs Seed, she's just a bad, bad seed

Yeah, yeah, yeah

Yeah, yeah, yeah

Yeah, yeah, yeah, yeah, yeah”

The girls sang together with their attempts falling in vain since she is relentlessly pursing them even with the two boys trying to stay a step ahead of them and come to their defense at every turn.

“Hiding from a bully, we know it isn't right

But the Cutie Mark Crusaders, we aren't lookin' for a fight.”

“Oh, she'll go home soon, and then we'll have some peace again

But for now, we're staying out of her way 'til then.”

“Everywhere we turn, she's just a step ahead.”

Apple Bloom and Scootaloo traded before they all sang in unison once more.

“Babs Seed, Babs Seed, what we gonna do?

Got a bully on our tail

Gotta hide, we gotta bail

Babs Seed, Babs Seed, if she's after you

Gotta run, we gotta flee

Gotta hurry, don't you see?

Why so mean? Why so crude?

Why so angry? Why so rude?

Can't you be nice? Can't we be friends?

Isn't it sad? Is this how it all ends?

Babs Seed, Babs Seed, she's just a bad, bad-

Babs Seed, Babs Seed, she's just a bad, bad-

Babs Seed, Babs Seed-“

“She's just a bad, bad seed!” Scootaloo added for emphasis before they are forced to retreat once more while pelted with bananas by the little mean three.

But both Shauku and Gumba got the last laugh on the mean three by placing said banana peels in their path to trip them up just so they can wipe the smug looks off of their faces.

“Babs may have run us out of town, but at least we still have the club–“ Apple Bloom before making their way to their clubhouse only to be intercepted by her mean cousin yet again.

“Hey! What're you doing at my clubhouse?” She demanded of them.

“Y- y- your clubhouse?! This is our clubhouse!” Scootaloo rightfully pointed out while briefly flapping her wings and jumping into the air in anger with her behavior at this point.

“Well, it was yours, and now it's mine.” Babs smugly returned before Diamond and Silver moved to join her.

“And mine.”

“And mine.”

They repeated which left the girls very hurt by what she has done to them with this being the one that hurt them to the core.

“That's not fair, Babs! We never did anything to you!” Apple Bloom returned with lowered ears with her voice slightly cracking unable to understand why she is doing this to them.

"Yeah! Why are you doing this?!" The young mongoose spoke in their defensive.

"Nothing that considers you two rodents. And let's keep it that way. Now scram, crybabies!” Babs coldly returned before joining Diamond and Silver in their signature hoof shake before laughing at making their way inside.

And that was enough to get Sweetie Belle crying her eyes out to which Apple Bloom quickly opened up an umbrella to shield herself and Scootaloo from the torrent of tears she was producing. By then Kion had just arrived in time with Ono and the rest of the kids to see what had just happened.

“Hevi Kabisa! What happened?!” Kion began while alarmed upon seeing the little unicorn cry her heart.

"And why is she crying?" Kwato asked while Kambuni is reduced to tears just seeing that.

“It’s a long story.” Scootaloo answered with a sigh when her unicorn friend rushed over and latched her hooves onto the lion she looks up to as an older brother. “How about we take this somewhere more privately.”

“Okay.” Kion agreed without second thought before making their way back home where the three explain to him and Ono with what had happened and their predicament.

“So let me get this straight…” Ono began after being caught up with what they had just told them “…your cousin from Manehattan who is here for a brief stay has been constantly bullying you along with Diamond Tiara and Silver Spoon ever since she got here?”

“Yes.” Scootaloo confirmed. “Kicked us right out of our own club house.”

“And even after you have done nothing but trying to make her feel welcome here.” Kion asked the filly still sobbing and hugging onto his forelegs ever since she saw him.

“Yes!” Sweetie wailed while Kion patted her on her back to further comfort her while sitting alongside her on her bed. “She did!”

“That Babs has really gone too far this time!” Apple Bloom exclaimed in frustration.

“Kicked out of our own clubhouse!” Scootaloo repeated.

“And my own bed!” Apple Bloom added.

“Seriously?” Ono asked with a quirked eyebrow that she really did that.

“Super-seriously.” She repeated while crouching onto the floor feeling pretty upset with this sudden back-stab from her own family.

“Wow!” Ono stated seeing with how personal this is.

"Yep it's that bad, Ono." Gumba confirmed.

“I’m sorry to hear that, girls.” Kion sympathetically said to them. “And you all did the right thing telling me about this.”

“We did?” Both Apple Bloom and Scootaloo questioned in surprise to which Sweetie Belle smiled feeling she was right asking for help.

“Of course.” He nodded. “Now we just need to talk to Applejack about this.”

“No!” Both girls immediately shot it down again.

“Why not?” Kion asked with a surprised expression upon their outburst.

“Because then we’d be considered snitches just like Babs Seed.” Scootaloo replied.

“Really?” Ono questioned finding it rather baffling they would think that considering he just told Kion about it while the others are having a hard time understanding why it's so hard to do.

"That's what we said too." Shauku whispered to the egret.

“Yes!” Apple Bloom stated. “And even if we did, she’d dismiss it thinking we’re making this up.”

“Why would you say that?” Kion asked trying to understand why they are treating this as something that’s impossible to do.

“Because of all of the times we landed ourselves into trouble with our constant cutie mark pursuits.” Apple Bloom admitted. “And the fact Babs can make herself look and act nice to her whenever she wants to.”

“Well that probably would make sense.” Ono said in a slightly understanding tone.

“But Applejack is your big sister.” Kion quickly countered. “She can tell and know when you’re telling the truth and I’m sure she’ll come to help you out if you tell her.”

“I’m afraid I can’t take that chance.” Apple Bloom refused. “If we want to settle this we need to fight back!”

“Yeah! Fight back!” Scootaloo agreed before drawing a blank of what she meant by that. “How're we gonna do that?”

“By makin' her the guest of honor at the Summer Harvest Parade!” Apple Bloom answered with a devious grin while gesturing to the many floats being put together for the upcoming parade. “When you look up 'embarrassed' in the dictionary... Her face will be there!”

"What?!" The kids minus Shauku and Gumba all voiced in disbelief who began to feel it is time to give the fillies well-deserved payback after seeing and feeling they crossed the line by hijacking their clubhouse.

“Are you girls serious?” Ono asked now feeling mind-boggled as Kion.

"Yes!" The girls exclaimed confidently.

“Apple Bloom!” Kion quickly chided. “If you do that you’ll be just as bad as her. You’d be stooping down to her level.”

“Oh relax..." She quickly dismissed. "...it's just a one time thing to ensure she gets what she deserves for mistreating us."

"And after this, we'll go back to being straight." Scootaloo vowed before she and the other Crusaders rushed off ahead to carry out their plan of revenge against their new bully.

"Girls!"

"Wait for us!"

The boys quickly rushed off ahead to join them in their little revenge scheme much to their friends further surprise.

"What?!" Ono commented now stunned that they have more supporters in their revenge scheme now cooking up. “Well this sure won’t end well.” Ono then remarked to his friend with a defeated expression.

“Yep.” Kion nodded with the same expression before heading out. “Let’s just go talk to Applejack ourselves about it.”

“Let’s.” Ono followed after his friend while making their way to Sweet Apple Acres wondering what payback plan they have in store for her.

Later that night, Apple Bloom is sitting awake in bed which was a hay pile bed with only a newspaper with a resentful frown towards her more comfortably relaxing cousin when she hears the signal.

“Moo! Moo!” Sweetie Belle called out through a faint whisper from outside with Scootaloo, Shauku, and Gumba standing beside her with saddle bags and buckets in tow.

For a moment she thought they had a fake cow disguise on while turning to one of the cows having hay who shakes her head in response before directing her to the true source and direction of the voice.

Upon seeing them, Apple Bloom fetches her saddlebag and lantern before sneaking out to join her friends so they can enact their plan of revenge on the sleeping bully. But she had to freeze for a second when Babs Seed yawned and stretched her back for a moment before resuming to sleep.

The girls went to the barn where they all got started on creating on parade float starting with the blueprints Sweetie Belle had pulled from the Carousel Boutique.

“Are those from the Carousel Boutique?” Apple Bloom asked while she unrolled the papers.

“Yup.” Sweetie Belle confirmed with a nod.

“Excellent.” Apple Bloom said very pleased with this when Scootaloo blows some powder into the air and on Sweetie Belle which had her now sporting a golden color on her fur coat to which the unicorn looked pretty pleased with her golden appearance.

"Cool!" Gumba voiced liking the gold glitter sighting.

"What is it?" Shauku asked.

“Luster dust from Sugarcube Corner. They use it for decorating cakes.” Scootaloo explained.

“That must be what Rarity uses on her emergency edible boots!” Sweetie realized upon learning more about it.

“The gears and bands for the moving mechanism, my tools and stuff...” Scootaloo then presented the items before asking Apple while placing a hoof on her chest. “Did you bring the thing from the place?”

Apple Bloom nodded while presenting and handing Scootaloo an apple shaped timer.

“What's that?” Sweetie Belle asked since she wasn’t filled in on that part.

“Granny Smith's kitchen timer.” Apple Bloom answered.

“What's that for?” Sweetie asked wanting to know how that will work in their little scheme.

“You'll see!” Scootaloo replied in a sing-song tone while chuckling mischievously along with Gumba.

"This ought to be good."

"I can't wait!" Shauku snickered at the devious idea she is planting in their trap for Babs Seed.

“C'mon, y'all, let's get to it.” Apple Bloom told the others they need to get working with both the guys ready to get to work with the tools in their paws. “We only got a few hours before mornin', and this thing has to look so good, Babs won't be able to resist wanting to ride in it!”

The girls and boys got to work in building the float while making sure that everything was running smoothly.

It took hours to put it together while making sure that everything’s in place from Scootaloo and Apple Bloom nailing down every board and plank together, Sweetie Belle putting on all of the necessary fabric. After Apple Bloom helped finish the building part, Scootaloo wrenched together the float before putting plaster paint on it.

During the wrench and oil adjustments to the float, both Scootaloo and Gumba got oil on their fur wit the former's coat and flank sporting a stain that was wrench-shaped. Scootaloo briefly smiled with great hope thinking she got her cutie mark until, Apple Bloom regretfully wiped it off to reveal that it was a stain to which she frowned in annoyance.

“Why does this keep happening to us?” Scootaloo grumbled in her mind before pressing forward.

Once that was done, they painted it with gold-colored luster dust on and by the time Scootaloo and Shauku were both placing the final adjustments on the wheel, it was time for Celestia’s sun to rise.

“Is this it?” Sweetie Belle asked with a yawn.

“I think... we're a go.” Scootaloo confirmed with a nod when Sweetie Belle yawns again.

"Finally." Shauku yawned.

"Just in time." Gumba added equally exhausted.

“Good, 'cause we'd better get out of here before Babs finds us.”

“Cutie Mark Crusaders, ho!” The girls and boys all fist and hoof-bumped together in a tired matter due to being up all night putting their float together.

If it meant an opportunity, to get payback against Babs Seed for her ill-treatment of them, it was worth a sleepless night to put their plan together.

Later that day, came the day of the Summer Harvest Festival where every pony in Ponyville gathered together to watch the floats created drive by down the main road.

Babs Seed along with Diamond Tiara and Silver Spoon both arrived before finding the Cutie Mark Crusader’s newest float creation.

“Whoaaaa...” Babs Seed remarked in awe upon seeing their float just when they were polishing it.

“It’s amazing Isn't it?” Sweetie smugly remarked.

"Nothing like you've ever seen before." Shauku added in the same manner.

“Well, don't even think about riding it, Babs.” Scootaloo added while placing a hoof on Babs’s chest in a warning manner while winking at the boys and other Crusaders to make the final touches on their float.

"Because this is something you "don't" want to do." Gumba voiced with reverse psychology to further tempt the filly.

It took a nudge from Apple Bloom to remind Sweetie Belle to get it starting up and set the timer before pulling out a mattress herself. Once they did so they winked back to Scootaloo that they’re ready for her to continue.

“You had your chance.” Scootaloo told Babs while jabbing her chest before moving towards the float ready to get on.

After a moment of hesitating again, Babs Seed quickly bumped the girls out of the way and onto the float while the girls landed on the mattress Apple Bloom had set out for them to land on. But the girls didn’t mind since they counted on it.

“See ya later, Cutie Mark Crybabies!” Babs taunted them before taking control of the float after shutting the door.

"Ok, you asked for it." Shauku responded with a simple smile of satisfaction upon seeing she took the bait.

“The timer set?” Apple Bloom asked Sweetie Belle who winked in response to let her know it is.

“Yep!” Sweetie nodded with a mean smirk in Babs Seed’s direction. “That ought to teach her to fool with the Cutie Mark Crusaders!”

"Along with her friends." Shauku added with an equally mean look and chuckle directed at the filly who is about to have the surprise of her life. "I can't wait to see the look on her face when that float drives off the rails crazy."

Just when the girls are preparing to watch in anticipation for Babs Seeds humiliation she is approached by Applejack and Kion who both started off by asking the girls a serious question.

“Girls, boys…” Kion began.

“…what did you do?” Applejack finished expecting an answer out of them.

“Nothing.” Apple Bloom responded with a forced grin to act innocent.

“Everything’s fine.” Sweetie Belle added the same nervous grin.

"All's good." Shauku added.

“Why do you ask?” Apple Bloom couldn’t help but wonder with the approach her older sister and the lion prince are going with this.

“Because from what Kion told me yesterday is that you girls were planning to get revenge on your cousin.” Applejack answered to which sparked shock into their hearts realizing that she is in the loop of what was going on that day. “And we were hoping you could tell us what exactly you did to that there float Babs is riding in.”

“Aw, come on now, listen to yourself, Applejack.” Apple Bloom tried to keep up the act in front of her big sister. “This is your honest little sister, Apple Bloom. We wouldn’t even dream of sabotaging that float so it would drive out of control and explode.”

"Yeah, nothing like that." Gumba said to try to back them up to no avail since the two weren't convinced at all.

“Is that right?” Kion asked finding that she ended up saying some elements of truth in her denial. “You rigged the float so it would blow up and humiliate her.

“Well I wouldn’t say that...” Apple Bloom said with shifty eyes to the side of her head. “After all, we thought she deserved to be the... center of attention.” She and the other crusaders and boys couldn’t help but chuckle in amusement out of that pun before quickly shutting up upon facing the stern looks from Applejack and Kion.

“Okay, okay.” Sweetie dropped the act and confessed. “Yes, we did rig it, but we only did because Babs Seed started bullying us once Diamond Tiara and Silver Spoon showed up again.”

“Even when we’ve done nothing but try to make feel welcome here.” Apple Bloom added.

"And we couldn't take them constantly picking on our friends and making Sweetie Belle cry like that." Shauku also added in their confession.

“Well, that would make sense considering the heartache she’s been havin’ in Manehattan.” Applejack then said with a softened tone.

“Heartache?” Apple Bloom inquired in surprise hearing this. “What do you mean?”

“Back in Manehattan, she’s been having bullies there that have been really teasing the heck out of her. All because of her blank flank.” Applejack explained.

“T-t-t-teased?”

“B-Bullies?!”

"Blank flank?!"

Both Apple Bloom and Sweetie Belle along with the boys all asked very shocked and disheartened with what they are hearing.

“But why didn’t you say that from the beginning?!” Apple Bloom demanded.

“I didn't say nothin' 'cause I didn't want her to feel singled out.” She answered with a mixed look in surprise that she would ask her like that yet at the same time deserved to hear that. “Anyways, she came up to the farm to get away from all her problems.”

“So that's why she jumped in when Diamond Tiara and Silver Spoon started giving us a hard time.” Scootaloo said in realization.

“She didn't want to be bullied like at home, so she decided to be a bully instead!” Apple Bloom added while getting why she acted the way she did.

“And now we've turned into bullies too!” Sweetie Belle added in horror.

“Well, I wouldn’t say that.” Ono commented.

"Considering this was only a one time thing." Shauku sided while trying to downplay and justify it.

"That you and Gumba had the choice not to join in on." Ono said to the two with a disappointed look which had them both defeated and no good comeback or excuse to give back.

“What do we do?!” The girls cried in unison before Kion approaches them.

“It’s okay.” He calmly said to them. “We’ll help you stop this before it gets out of control.”

He then gathers the rest of the Guard together before pulling the girls in for quick instructions of how to quickly put an end to this before they all split up and set out with their tasks.

The parade was all ready to get started when Babs drove the golden apple by Diamond Tiara and Silver Spoon while waving to the many ponies in the crowd still sporting her mean smirk.

“Nice float, Babs.” Diamond complimented.

“Snagged it from those whiny baby blank flanks.” Babs bragged of how she got it.

“Too cool for mule, Babs.” Diamond added while unaware that an actual mule nearby heard that remark while briefly pulling down his shades in offense.

Most of the Guard made their way through the crowd on foot in pursuit of the apple float all while having to politely excuse and force themselves through the crowd. Fuli was just barely able to manage speeding through to the front of the field with her super sprinting speed while carrying the Cutie Mark Crusaders along with Shauku and Gumba on her back. Rainbow was also able to keep pace with Fuli easily with the aerial advantage.

Once the Cutie Mark Crusaders were able to get Babs Seed’s attention, they quickly tried to warn her with the timer now ticking its last sixty seconds.

“Babs! You gotta get out of that float!” Apple Bloom first attempted while shouting.

"You're not safe if you stay!" Gumba added in shouting.

“You're not getting your float back, crybabies!” Babs refused thinking they are actually trying to take back control of the float while driving the float with the intent to run over the cheetah running alongside her.

“Whoa!” She screamed while backing off to avoid contact before playing catch up. “Hey watch where you’re driving girl! You could have hurt somebody!"

"We're not trying to take it back!" Shauku warned. "We're trying to save you!"

Before Babs could respond to that, the timer went off which led to the float going out of control due to the timer being hooked onto the steering wheel that sent the float driving fast and swinging wildly and of the main road before it could make the hairpin turn up ahead.

“What the–“ She exclaimed in sudden fright upon seeing that she can’t steer the float back on course.

“Babs! Babs!” Apple Bloom cried out to her cousin who is panicking with the float on a collision course into the nearby mud pit down the hill. “Oh, sweet applesauce!” She exclaimed upon seeing what’s in store for the terrified filly.

Acting quick, Fuli bumped the kids into the float who quickly shoved Babs out of it followed by Rainbow Dash quickly scooping the kids back out of the float.

Everyone all made it out of that safely with the float about to be sent flying into the mud pit. But before it did, it was quickly lassoed up by Applejack who along with Kion worked together to firmly plant their hooves and claws into the ground to work enough strength to be able to skid along and force the float to come to a complete stop.

“Phew!” The kids all sighed in relief upon seeing Babs safely in Rainbow’s hooves.

“That was close.” Sweetie was the first to comment upon being to be able to save Babs Seed and themselves from thoroughly going through with the biggest mistake of their lives.

“I’ll say.” Scootaloo agreed with looking down with regret.

"No kidding." Shauku agreed.

“Maybe we'll get our cutie marks in stupidest ideas of all time.” Apple Bloom suggested when Fuli comes to a complete stop just before going down the hill towards the mud pit nearby the lake.

"Well...never mind." Gumba tried to say something otherwise but sadly couldn't come up with anything to say to make her feel better.

“Are y'all okay?” Applejack asked when she and the rest of the Guard arrive on the scene.

“Yeah... we're fine.” Sweetie Belle answered.

“No sweat.” Scootaloo added when Rainbow Dash flies down to place Babs safely on the ground.

And needless to say, she was left very astonished that the girls she bullied came to her rescue. “After I'd been so mean to ya... you saved me!” She spoke up to her cousin while unaware of the role she and her friends played in it.

“About that...” Apple Bloom began with a shameful sigh before confessing to her cousin to their scheme.

“I don't get it!” Babs commented unable to comprehend any of this. “I saw it all happen! You pushed me out just when the float was about to head into the lake!”

“Except... we were the reason it was headed into the lake.” Scootaloo further explained.

“We booby trapped the float.” Sweetie Belle added before Apple Bloom approached her cousin to explain to her why they did it.

“Y'see Babs, we were tryin' to get you back for bein' a big bully...”

“But then Applejack told us about how you were being bullied back in Manehattan.” Scootaloo added to which Babs looked aside in shame while using her tail to cover her flank again.

“And we figured out you were just doing it to avoid getting picked on in Ponyville. But, by then... we were the ones being bullies.” Sweetie Belle concluded. “And...” Then groaned with how things turned out. “Oh, why does life have to be so ironic?!”

“Guess what we're trying to say is...” Apple Bloom then said before she and the other girls together said.

“We're sorry.”

"Us too." The boys said together before they explained their reasons why starting with Gumba.

"For joining in on their plan to get back at you after making Sweetie Belle cry yesterday."

"And for forcing us to come to their defense when you sided with those two rich and obnoxious ponies who have nothing better to do with their lives."

“I'm sorry too.” Babs returned with the same amount of regret for her ill-treatment of them. "And truthfully I deserved every second of payback you gave me for when I was picking on the girls."

"Well..." Gumba began before seeing the stern look Kion is giving him. "...never mind."

“Y'know, this all could've been avoided if y'all just came to me in the very beginning.” Applejack said to the girls sympathetically. “I mean sure it would have sounded a little hard to believe at first, but I would know deep down you were telling the truth deep down.” She then turned to both Kion. “It’s a good thing you have another big brother like figure looking out for you.”

“That's what I kept on saying!” Sweetie Belle exclaimed in an “I told you so.” manner when Kion speaks up with her thoughts about the situation.

“And you girls aren’t bullies for what happened.” Kion said to the girls. “You were just trying to get back at them.”

“And granted, while this little scheme of yours is pretty clever, it admittedly wasn’t the best approach.” Fuli added her thoughts to which the girls looked aside not proud of it now. “But to be fair, you didn’t know at the time and I would have done the same if I was in your hoof steps.” She gently added with an approving smile to which the girls felt pleased to hear and see, especially Scootaloo.

“Really?” Scootaloo asked her idol.

“Yes.” She nodded while accepting a hug from the filly.

“So... can we... start over?” Babs then turned to her cousin and her friends while offering them her apology.

“Definitely.”

“Yeah.”

Both Apple Bloom and Scootaloo replied to accept her apology.

"We forgive you." Shauku added on behalf on himself and Gumba before getting together with the girls for a hoof and fist bump together as a gesture and token that all is forgiven much to both Kion and Applejack’s delight before they turned to both Shauku and Gumba with something to say to them.

"And you two can start by helping the girls clean up the mess you helped make." Kion then said to the kids while gesturing to the float just standing over the edge towards the mud pit down below.

"Of course." Shauku gulped with a forced and nervous grin.

"Whatever you ask of us so we learn our lesson about seeking revenge." Gumba added in compliance with his order's before they along with the girls moved to help carry the float back on over to Sweet Apple Acres under the Guardest Keenest of Sight's close watch on them.

When the four girls and two boys all got back to the clubhouse, the Cutie Mark Crusaders donned their capes before beginning their ritual which consisted of Sweetie Belle standing in front of their speaking podium ready to give the speech. Apple Bloom is standing on her right hand side and Scootaloo is on her left tapping the drums to indicate the beginning of the ritual. During which she tapped on the drums rapidly near the end before Sweetie Belle began.

"We, the Cutie Mark Crusaders, elect Babs Seed to join us as a sister, friend, confidaynte, alley, boss-om buddy, gal pal, compader, chum of chums..." Sweetie read from the written notes Scootaloo had put together as briefly evidenced when she clears her throat to move it along on some of the expressions she wrote on there by mistake. “Well you wrote this.” She briefly returned to her friend before continuing.

“Oh, uh, yeah...” Scootaloo said slightly embarrassed.

"Homegirl... Amiga..." Sweetie Belle then decided to skip straight ahead to the oath. “Oh, yes, here. "...and fellow Cutie Mark Crusader! You are solemnly sworn in, here this day, in witness of your fellow sisters, friends, confidantes... boss-om buddies... compadres..." She then ended up stumbling upon a long list of adjectives to which Scootaloo clearly didn’t mean to include to the point she got straight to the point.

“Congratulations!” Scootaloo quickly finished. “Gotta remember to revise that.” She whispered to Sweetie Belle before they handed her very own official Cutie Mark Crusaders cape accompanied with confetti while the boys watched from the back with a proud look towards their new friend before being brought in for a group hug by the Manehattan filly.

Sometime later, it was time for Babs Seed to go back to Manehattan, only now she is ready to move forward now that she’s got new friends she can trust and rely on. The Cutie Mark Crusaders who forgave her for her bullying episode along with Kion, Applejack, Ono, Shauku, and Gumba who all accompanied them on the way over to the train station.

“So you promise you're gonna start our Manehattan branch of the Cutie Mark Crusaders, right?” Apple Bloom asked of her cousin.

“Yeah, and I promise to keep talking to my big sis about the teasing back home.” Babs agreed while facing both Applejack and Kion to assure them she’ll make good on that.

“Good. And if you have any problems, we've got your back too, y'hear?” Applejack said to her cousin.

“Along with the Lion and Pony Guard’s.” Kion added. “When you really need it.”

"Don't forget the honorary Lion and Pony Guard fan club." Shauku reminded.

"Because any friend of our's is our duty to protect them from bullies who have nothing better to do with their lives." Gumba vowed on behalf of their friends.

“Affirmative.” Ono nodded in agreement just when Diamond Tiara and Silver Spoon arrive at the train station.

“So you're leaving huh? Great! Now we're stuck here with these lame blank flanks.” Diamond complained upon seeing this sight to which had the fillies older friends frown at them each ready to give them a stern talking to until Babs Seed spoke up in their defense.

“Hey! That's not how you talk to my friends!“

“F-friends?” Diamond questioned in surprise by this sudden 360 change while Silver is left stuttered when Babs approachs them.

“Yeah, you got a problem with that?”

“Well, what if I do? What are you gonna do about it?” Diamond tried to say to get her to change her mind to which didn’t even sway her for one second.

“Tell your mothers about your bad attitudes!” She said while further approaching them which forced them to back away with Diamond Tiara falling into the puddle of mud behind her with Silver Spoon quickly moved away to tend to her friend not wanting anymore trouble along with mud in her mane.

The girls all high-hoof each other while Kion, Applejack, and Ono give very proud smiles towards the reformed filly while she makes her way onto her train ride back home.

“I'm sure gonna miss that bad seed.” Sweetie Belle commented with an intended pun on her name.

“Bad seed? I thought y'all were friends now?” Applejack questioned not understanding the joke while smiling and waving to her when they see her from her train window.

“No, see, first we called her 'bad seed' as in actually a bad seed, but now she's bad as in good.” Sweetie Belle returned explaining the joke. “Get it?”

“Yea... No.” Applejack is still confused.

"We do!" Shauku responded with a laugh.

"And I believe we just said she was just when we met her." Gumba added while finding the irony of the whole situation.

“Probably better not to explain the joke sometimes.” Ono dully advised before turning to the farm pony in a whisper. “Especially if some don’t have a keen sight on the meaning of those words.”

Kion laughed along with the girls and boys in amusement with his egret friend’s sense of humor while getting the name pun too just when the train departs from the station because in the end one bad apple ends up turning good in the end. Thus, along with what she went through up to this point was never really a bad apple to begin with.

Author's Note

In this episode, the Cutie Mark Crusaders along with Shauku and Gumba both meet a new filly from Manehattan who is the Apple Sisters cousin. There she suddenly is quick to side with both Diamond Tiara and Silver Spoon, the dynamic mean duo, in bullying the girls.

For this episode, I felt it was fair to have both of the boys from the fan club in here since they do have the same excitement and energy as the girl's and would be the kind of kids who would be quick to help out in their scheme to get back at Babs Seed after pushing them around one too many times.

Luckily the kids after both Applejack and Kion got word of what's going on came to Babs Seed's rescue before quickly saving the filly with the Guard's help and the six all come to make amends for what happened with the promise of good faith in each other going forward.

Next up is "Magic Duel." where we get the return of the famous magician that caused trouble back in Season 1, Trixie fueled with ambition and wrath by a very powerful amulet around her neck.

Episode 6: Magic Duel

Episode 6:

Magic Duel

On one rainy night in the market place, a hooded figure galloped through the alley and into an empty shop up ahead. The place itself was dark when the mysterious individual entered the place with the shop owner lighting up the place with a lantern in tow.

“May I help you, traveler?” He asked the stranger before walking behind the front desk. “Hmm, something drew you to my shop... something powerful.” The stranger pointed to the amulet under a glass case that was a gray colored alicorn with red and black wings with a bright red gem on the shield below the alicorn head. “Ah, you have a keen eye. The Alicorn Amulet is one of the most mysterious and powerful of all the known magical charms.” He explained to the potential customer who points to the object again to want to purchase it. “Uh, ah— I'm afraid this is... far too dangerous.” He then stated in refusal…at least until he was presented a bag of bits. “Would you like that gift-wrapped?” He then asked the viciously grinning individual when the shopkeeper hands her the amulet after making the purchase.

She immediately puts the amulet on and makes her leave…

…just when another hooded figure comes inside the shop just after the first mystery customer left.

“Good evening, sir.” He casually greeted. “Can I help you find something?”

“Yes…” The figure answered while removing his hood. “…I believe you can. In regards to that amulet you sold that mare just seconds ago.” Scar sinisterly said to him with glaring green daggers to which left him paralyzed with fear upon seeing him.

Before he could try to flee he was frozen in place by the lion’s magic before he levitated the bag of gold coins away from the desk and into his cloak before looking at the greedy stallion in the eyes for the answers he wants from him.

“So tell me…everything about that alicorn amulet and how it really works….” He asked in a slightly demanding and threatening tone with a calm and evil smile.

The shopkeeper scared for his life emits a loud gulp before preparing for the worst while telling him everything he knows about it.

The next day on a bright and beautiful morning at Fluttershy’s cottage, the critter’s caretaker have gathered them all together when Twilight, Kion, Kyoga, and Spike come by to visit with the former having a very special request for the butter-creamed Pegasus pony to which she reluctantly granted it.

“Don't be scared, little friends. Twilight is wonderful with magic.” Fluttershy gently assured to her critter friends before turning to get face to face with the unicorn. “Anything happens to them, Twilight, so help me...” She quietly whispered her threat.

“So help you what, Fluttershy?” She dared without flinching or a change of expression expecting the pony standing up to her to back up that attempted threat.

Predictably, she couldn’t bring it in her heart to actually go through and backed down with an apologetic look before being comforted by Spike.

“Aww, don't worry, Fluttershy, Twilight's magic has gotten a lot better since she accidentally crushed me, Kion, Bunga, and Applejack with a giant snowball.” He assured her when he appeared in between the two girls to which the latter simply nodded while shifting her eyes to the side upon that memory.

“Of course she's good with magic. Twilight's great with magic.” Fluttershy acknowledged before expressing her worries. “I guess I just don't want my little friends to be scared. Oh, oh, look how scared they are!” She then exclaimed nervously when sweat started forming from her forehead.

The critters were however more excited than scared ready for whatever Twilight had in mind for them.

“Are you sure, Fluttershy?” Kyoga asked while raising her right eyebrow. “Because they don’t seem scared to me.”

“It’s okay.” Twilight said to the lioness before turning back to reassure the troubled peagsus with a smile to match her tone. “I promise, Fluttershy. Nothing bad will happen to them.”

“I know!” Fluttershy again said while still gritting her teerth with a high-pitched voice.

Twilight then approaches the small group ready for her when she focuses her violet red-colored aura very carefully while she gives her full concentration when…

“Stop, stop! They can't take it!” Fluttershy desperately cried out before burying her head into the ground unable to bare the sight.

Everyone all turned to see this with mixed reactions of concern like Kion and Spike to dull confused reactions like Twilight and Kyoga.

Twilight then proceeded with her magical performance by levitating the happy chittering critters up into the air and then down and around in a figure eight maneuver. She started off one at a time before slowly working her way into levitating all of them into the routine.

All while Fluttershy nervously watches on biting down all of her nails until they were all trimmed down to the very brim of her hooves.

“Wow!”

“Nice.”

“That looks amazing!”

Kion, Kyoga, and Spike complimented the mare when she gently placed them all down on the ground. At that point Twilight had worked herself to the pointing she was sweating from all of that concentration.

“That's all for now, little ones.” Twilight told the eager and excited crowd gathering around her. “Maybe we can practice again later, if Fluttershy says it's alright.”

“Probably needs a little more convincing.” Kyoga commented on the pony still shielding her eyes and on the ground still shaken from what she witnessed. “Because she apparently can’t stand to see it. Literally.”

“It’s okay.” Kion comforted her with a paw on her head. “It’s over. All of your critter friends are all unharmed.”

“Oh, thank goodness.” Fluttershy sighed in relief while still laying on the ground.

“Your magic has really improved since we came to Ponyville, Twilight.” Spike complimented. “Princess Celestia's going to love it.”

“Thanks, Spike.” Twilight humbly responded. “I have to be at my best when she arrives with the delegates from Saddle Arabia. I can't believe she's trusting me with the entertainment.”

“Well believe it because it is actually happening.” Kyoga replied with a teasing smile. “Just like my training under the Tree of Harmony.”

She then found some nearby loose branches that fell from the previous rainstorm before piecing it together with her magic like she is healing and bringing life back to the tree. After a good minute the branches have now formed into a fully grown tree. Once the tree was fully grown as one of the big trees nearby, she planted down on the ground while magically having its roots grow into the ground.

“All right, All right.” Twilight was pleasantly amazed by how much improvement she has made since she was able to perform a spell that requires as much concentration as the performance she just did. “Now that is something I had to see to believe.” Twilight then nearly chuckled before quickly using her magic to freeze Rainbow Dash when she nearly ran her over.

“Twilight! Come quick! It's an emergency!” Rainbow alerted when Ono follows after her.

“What is it?” Kion asked while turning to Ono for what they saw that requires their full attention. “What’s the emergency?!”

“She’s back.” Ono reported to which had everyone all head into town without another word.

By the time they arrived on the scene, there was a large crowd of ponies and Pride Landers gathered there just when the menace worked a red-colored aura of magic around Rarity. The magic caused a brown dress with orange, pink, and green colors mixed into it. It really qualifies as one of the worst color combos on a dress ever created but Rarity being Rarity still wouldn’t take it very well.

“You beast! This shade of brown should only be used for accents!” Rarity dramatically cried before fainting when Applejack quickly catches her.

“Come on, Applejack. We've got to get her in a nice, soothing pink, stat!” Pinkie urgently told her before she followed after them.

“What happened?!”

“What’s going on here?!”

Both Kion and Twilight asked.

“And why is Rarity fainting over a dress she is wearing?” Kyoga asked while shaking her head briefly at the passed out unicorn’s overreaction to the dress before turning back to the others but just then the answer to the question came when the mare turned to their direction with her full attention locked on the leader of the Pony Guard.

“Well, well, well. If it isn't... Twilight Sparkle.” The mare greeted while removing her cloak to which the crowd gasped upon seeing this is a face that everyone recognizes…

“Trixie!” Twilight exclaimed with glaring daggers upon seeing the furious blood red colored eyes in the mare.

“What's she doing here?” Spike wondered with the same expression while Kyoga is expressing silent interest in the amulet around the antagonistic unicorn’s neck.

“You call that great and powerful?” Rainbow challenged pointing out all she accomplished was making a drama queen faint.

Trixie merely smirks while focusing her magic from the amulet by greatly enlarging her right wing to Celestia’s size which had her flying around uncontrollably.

“Oh! She's Rainbow Wobble, now!”

“Yeah! Ha ha ha ha!”

Both Snips and Snails commented before everyone scattered to avoid making contact with the aimless flying Pegasus.

“Good spell, oh Great and Powerful Trixie!” Snails sincerely complimented to her.

But to everyone’s surprise, her response to her loyal followers is to cast a spell on them that had their horns fused and stuck together.

“Uh, hey! W— What happened?”

“Get off of me! Brbrbr.”

“Let go!”

“Go this way!”

The two traded and argued while taking turns of who’s running and who’s hanging upside down.

“Trixie! Stop this now!” Kion furiously demanded.

“Or what little lion? You gonna use the Roar on me?” Trixie smugly taunted to which sparked an angered growl from the lion who was ready to do so when dark clouds formed in the sky around them.

Trixie, however, was able to place a bottle of milk into the prince’s mouth to stop him before he could. She also follows it up by having a red colored cloud form a lion’s head much like one of the Great Lions of the Past expect evil in the form of Scar’s head before having it roar and send Kion flying away and out of Ponyville.

Fuli angered upon seeing this before charging ahead to knock the bully off of her hooves before spinning around her so she can force her out of town with her own hooves.

Trixie however, was able to use her magic to free herself before reversing the maneuver on her so that she is the one sprinting the heck out of dodge.

“What the…?! Huewezi!” She screamed upon being forced out of town.

“You and I have some unfinished business.” Trixie then approached and turned to Twilight. “My magic's gotten better since I was here last. And I'm going to prove it! Me and you, a magic duel. Winner stays, loser leaves Ponyville forever!”

“Forget it! I'd never make a deal like that!” Twilight refused with her back immediately turned.

“Hm. Your choice.” Trixie responded with a smirk before using her magic to force Spike to be curled up into a ball before bouncing him like a basketball.

“Trixie, put him down!” Twilight demanded which is met with the mare refusing to before tossing him through an empty basket. “Why are you doing this?”

“Why? Because you humiliated me!” She angrily responded before showing her the flashback of the events from the last time they met before showing exactly what she went through since then. “After you showed me up with that Ursa Minor, I became a laughing stock! Everywhere I went I was laughed at and ostracized. I even had to take a job on a rock farm just to earn a living! A rock farm!”

“Hey! You're lucky a rock farm would take the likes of you! And that’s my family you’re talking about!” Pinkie angrily fired back taking offense to that.

“Not to mention the fact that you were the one parading around like a showoff and nearly caused all of us to get eaten by a giant bear!” Bunga added in agreement. “So why don’t you just shut up and walk on out of here you…”

Suddenly Trixie used her magic to have computer fingers on them so she can literally remove their mouths before tossing them in digitalized trash bins before making them vanish into thin air.

“Now I want revenge!” Trixie then continued while using her magic to further torment Spike while levitating the Golden Oaks Library. “And I'll just keep casting spells 'til you agree. Well? What do you say?”

Upon seeing the chaos she has created, and how much of a threat she possess to Ponyville along with the fact that she got personal when she used her magic to harm Spike, Twilight sees she is not being given an option here.

“Alright, Trixie. Let's duel!” She accepted her challenge.

“Excellent.” Trixie returned very satisfied to which she quickly undoes all of the magical harm she created in her awake…

…expect for Pinkie and Bunga who both released indignant muffled complaints that translate to “Hey! You forgot to put our mouths back on! Put them back!”

“If I lose, I won't set hoof in Ponyville again. But if you lose, you're the one banished from this one-horse town!” Trixie laid out her terms to which were all met with no protest from the pony ready to take on her challenge while the rest of the Guard minus Kion and Fuli could only watch why this all plays out.

Kyoga as much as she wanted to step in intervene, couldn’t because she couldn’t help but wonder more about the amulet since it is heavily influencing her magic into performing these great feats of magic. Not to mention the very odd glimmer of bright magic it produced for a split second as if it was trying to call out to her. And she wanted to really know what she is really going up against should she try to challenge her.

The two mares ready for a magic battle lock eyes with Trixie confidently grinning on her determined upon who returned a focused glare back ready for whatever tricks she has up her hooves.

“Draw!” Trixie commenced the beginning of the duel by hurling a wagon of apples at a crowd of ponies.

The crowd all gasped before fleeing with one blue coated mare with a silver mane and tail had bad luck and tripped leaving herself vulnerable for the impact.

Luckily for her, Twilight quickly used her magic to stop the cart from landing on her and gently placed it on the ground on her side much to the terrified mare’s relief.

When she turned back to face her opponent, she is suddenly faced by her viciously grinning rival sending a half dozen pies her way. She quickly was able to neutralize the attack by conjuring up a parasprite to eat them all up in one bite. The parasprite burped up another parasprite before they were both quickly zapped away on the spot.

Trixie then covered her with a blanket of snow to which had her appearing with stones on her face to form a sad expression from a snowman. She quickly heated up and melted the snow around her before retaliating by sending magic right at her face leading to a mustache to grow on her lips.

The Guard laughed in amusement at the mare trying to assert her dignity when she simply snips the mustache off with a pair of trimmers.

“Snips, Snails, step forward!” Trixie commanded of them.

“Wh— what is it, oh Great and P— P— Powerful Trixie?” Snips asked while he and and his partner bow to her out of fear.

She then uses her magic to perform a spell on them that had Snips transformed into a baby and Snails transformed into an elderly pony with glasses and a beard.

“An age spell?” Twilight spoke with high surprise seeing this. “But... how could you do an age spell? That's only for the highest level unicorns!”

Kyoga watching on frowned at the mare rubbing her amulet, definite that she has been greatly enhanced by it’s power.

“Well, Twilight? Give up?” Trixie asked smugly while the mare tries to do the best she can on a spell she’s had very little to no practice on.

She levitated both the aged ponies while trying to work her magic on them while friends watch on eager to see her match that.

“Come on, Twilight, you can do it!” Spike encouraged her.

She tried her hardest to muster up an attempt to perform it, but all of her sweat and hardest concentration was all in vain since the spell was too advanced for her and she ended up collapsing and dropped them both back to the ground in defeat.

“Trixie is the highest level unicorn!” The boastful victor proudly declared. “And now it's time for you to leave Ponyville! FOREVER!” She screamed the last part with her eyes glowing red.

“That's enough, Trixie!” Applejack declared on her behalf while she and the rest of the Guard move in front of Twilight who was pulling herself up on her hooves.

“You proved your point, but you can't possibly expect Twilight to leave Ponyville!” Rarity added in agreement.

“That’s right! Enough is enough!” Beshte seriously added.

“You fools! She's already gone!” Trixie replied while grasping the mare with her red aura-colored magic and effortlessly threw her out of town. She then created a huge red bubble that formed around the area of Ponyville. With that, and it’s magic, Twilight was cut off from Ponyville, and the rest of the Guard was cut off from her.

“Twilight!” Ono cried in her direction while she is being thrown out.

Spike who is unable to bear being separated from her mother-like figure and with the dome keeping them apart, the best the two can do is place a hoof and claw on the dome just inches apart from each other.

“It’ll be okay.” Twilight gently assured him while kneeling down to his eye level. “I’ll figure something out and it won’t be forever. Just please be strong until then, can you promise me that?”

“I’ll….I’ll try.” Spike replied with his voice cracking with tears forming from his eyes.

“Good.” Twilight warmly smiled before turning to the others. “Lion and Pony Guard, I'll figure something out. In the meantime just take care of each other. And keep an eye on Trixie. There's something strange about her. And Kyoga…” She added in the lioness’s direction. “…since Kion is still out there, we need you to lead the Guard in our absence, and try to do some research on that amulet she’s wearing while you’re at it because there is something strange about it that’s making her act that way.”

“Will do, Twilight.” Kyoga nodded in compliance with her orders before the unicorn runs off ahead to find Kion and Fuli along with trying to see if she can prepare her magic for another rematch against the vengeful magician.

“Twilight?” Spike quietly cried in his direction with his claws on the dome reaching out to her as she runs off into the distance.

“She’ll be fine. I can assure you that.” Kyoga repeated Twilight’s words again with a paw on his scales.

Spike still overwhelmed threw himself onto the lioness’s paws with tears streaming from his eyes to which she allowed him to let it all out before leading the group back to town.

Meanwhile, Twilight retreated to the Everfree Forest when she came across both Kion and Fuli who both just managed to regroup with each other and were on their way back until she explained to them what had happened after they were thrown out of town.

“So now we’re cut off from Ponyville!” Kion questioned while unable to believe what he is hearing.

“Yes.” Twilight nodded.

“Why the nerve of that unicorn.” Fuli commented in exasperated anger. “All to get back at you, never mind the fact that her constant boasting along with her dimwitted accomplices started all that in the first place.”

“I know.” Twilight acknowledged before turning to a nearby flower and tried to perform an age spell on it which didn’t go well even when she tried her hardest in concentrating her magic on it. “And what I don’t understand is how? How could Trixie know such advanced magic?” She then said while pacing around. “Without Spike, I can't get a message to the Princess in Saddle Arabia. So who else do I know who understands strange and powerful magic?”

“Well we obviously can’t turn to Princess Luna or Princess Cadance since we have no way to contact them and I doubt anyone in the Pride Lands other than Scar knows magic.” Fuli narrowed their list down with pulling out her claws one by one. “So else can we turn to?”

Twilight thought for a moment before remembering someone nearby who knows about magic. Someone that isn’t a unicorn nor an alicorn, Zecora the zebra. So she led everyone on over to her hut to where she explains to her what has happened today and how she along with the Lion Guard’s Fiercest and Fastest got banished from Ponyville.

“Your tale of woe upsets me so.” Zecora said while sipping her tea. “No wonder you're dour. It's an abuse of power!”

“No kidding!” Fuli remarked in agreement. “And I’m sure glad that cats know how to land on their feet. Because that stunt she pulled had me running off of a cliff!”

“You mean just when I was stumbling out of the bushes?” Kion inquired remembering things now. “Right when you landed…”

“Right behind you, yes!” Fuli quickly and hastily finished. “Right on the other side of those bushes!” She then shook her head at Kion to avoid the implications of them accidentally crashing into each other again like before. While Twilight had a pretty good idea of what happened, she had more important things to worry about.

“I don't know what to do, Zecora.” Twilight then expressed while pacing back and forth with Kion and Fuli standing behind her. “I feel like I've abandoned my friends. But I can't take her on horn-to-horn. And I don’t want to risk Kion and Fuli against that kind of magic.”

Zecora thought for a moment while sipping her tea again before offering a way she can help her out. “If you train with me, so good you'll be. I'll show you the way to make sure she won't stay.”

“You'll train me in magic?” Twilight felt very pleased to hear that before bringing up one major obstacle. “But she was doing age spells, weather spells, you name it!”

“When it comes to magic, it would be tragic if somepony licked me, especially Trixie.” Zecora remained certain she can help her out with who’s she going up against.

“You really think she can beat her?” Kion asked if she knows how they can take Trixie down.

“Mm-hmm.” Zecora nodded once more.

“Let’s do this.” Fuli was all ears to see how they can put Trixie in her place with Twilight taking her down. After all, with all things considered, they honestly have nothing else to lose.

“When do we start?” Twilight asked ready for whatever she has in mind for her.

Back in Ponyville, things have gotten a lot worse since Trixie took over or more accurately Trixieville is the name of the place. She had forced Rarity to create red and black banners with the evil-looking version of her image sewn on with gold linings hung around all over City Hall with Rainbow and Fluttershy having the bestowed honor forced upon them. The mayor herself is locked away in a cage.

“You two!” She addressed the Cakes who were dragging a dessert-made throne into the place with their baby twins sitting on it. “Hurry up with my throne.” They quickly do so before turning to the Guard’s strongest stepping on apples although Applejack is being stubborn in refusing to obey the power-mad unicorn’s orders. “And you, how long do I have to wait for my applesauce facial?”

“Forget it, Trixie! I ain't doing nothin' 'til you let Twilight come home!” She asserted with crossed arms until she finds herself tickle tortured in her grasp. “Okay, I'll do it! Just make it stop!” Trixie then tossed her into the gathered buckets of apples while glaring at the hippo to squish the apples faster to which he quickly does so not wanting anymore trouble.

“I thought I told you to dance!” Trixie then turned to the mouth-less duo who both did so against their will after another blast of red-colored magic sent their way.

Ono along with Rarity moaned while Fluttershy and Rainbow Dash pick up and hang up another banner she had just created.

“I can’t believe we have to kiss up to that arrogant blowhard while Twilight and Kion are away.” Ono grumbled while watching over Rarity’s stitching in progress.

“I know, Trixie's cruel magic is ruining Ponyville.” Rarity also complained while not completely paying attention to her sewing for a second.

“Rarity watch your….” Ono tried to warn her…

“Ow!”

“…stitching.” He finished while the marshmallow colored unicorn tends to her now red throbbing hoof.

“Oh, somepony has to help us!” Rarity said to herself while Beshte watches the scene in pity for her.

“Come on Twilight, I don’t know how much more everyone can take. But it better be worth the time and effort you’re putting into it.” Ono voiced his prayers before helping tend to the poor unicorn’s bruised hoof.

Back in the Everfree Forest, Twilight is currently standing in the middle of the pond while using her magic to levitate herself on it while floating three water bubbles around her. Zecora watched over while perching on a stick in a mediating position while Kion and Fuli watch.

“Ah, no noise, no sound, no din, no fuss must interfere with your focus.” She instructed the unicorn with closed eyes deep in concentration. “Unlearn what you have learned. Only then can victory be earned.”

Twilight tried her hardest in concentrating and doing exactly what her mentor instructed of her but then Trixie’s boastful words from earlier ended up striking a chord in her mind.

“Trixie is the highest level unicorn!”

When that rang through her head, she ended up losing her concentration and plopped into the pond while dropping the water bubbles. She’s okay she is now soaking wet while Zecora shakes her head seeing she is still has much to learn.

“There is much, much that I can teach, but the answer you need may still be out of reach.” Zecora lectured her.

“I'm sorry, Zecora.” Twilight apologized. “I'm trying my best, but... I can't stop thinking about Trixie. There was something different about her. It's like she's gone from high and mighty to mean and nasty.”

“You’re thinking needs a readjust. Total concentration is a must.” Zecora told her before leading her back to the hut.

“I wonder if Kyoga is having any luck finding out why Trixie is acting the way she is?” Twilight wondered to herself while following after Zecora and walking out of the pond.

Back at the Golden Oaks Library, said lioness along with Spike has spent the entire time doing research at the Golden Oaks Library in search for the source of magic that Trixie has been using. She spent hours pulling aside books from Twilight’s shelf's and even went as far making sure no of the books were ruined out of respect for her. By the time the rest of the Guard arrived for an update, Kyoga has finally found a book that has the answers she’s been looking for.

“So how’s the research going?”

“Did ya find something about the kind of magic Trixie’s doin’?”

Both Ono and Applejack inquired while Pinkie and Bunga asked “Yeah, did you?” through muffled noises to make it clear they are sick of that tyrannical unicorn bossing them around like that.

“I hear you two, Pinkie and Bunga. She wants me to grow apples with no peels! Now how the hay am I supposed to do that?”

“I have no idea.” Ono replied.

“Me neither.” Beshte added.

“Yes…” Rarity agreed in disgust with her. “Hopefully you have something useful otherwise it might be time for us to consider our futures in this new Trixie-led Ponyville.”

“Not to worry everyone.” Kyoga assured everyone while gesturing to the dragon who really wants her mother back. “Because thanks to yours truly, he has found the book that has the answers to the source of magic Trixie has been using.”

“Look at this!“ Spike gestured everyone to the page with the book has a picture of Trixie's necklace to which everyone leans in to get a good look at the information he is showing them. “It's called the Alicorn Amulet, and whoever wears it is blessed with untold powers! Even though it provides great power, it also corrupts the user! You can't just take the Alicorn Amulet off her neck, it has a magical lock! Trixie's the only pony who can take it off!”

“Really?” Ono inquired finding that this makes sense. “That explains why her eyes were glowing red.”

“Along with the highly advanced magic she displayed and managed to out duel Twilight.” Kyoga added.

“We need to get this information to Twilight. She'll know what to do.” Applejack stated.

“But, how—“ Fluttershy wondered rather timidly.

“If any of us try to leave, Trixie's magical force field will tell her!” Rarity added.

“So how are we going to get past that?” Ono asked.

“I've got it!” Rainbow immediately came up with an idea. “Trying to sneak past the force field would be impossible without help, but I know who's got the goods to get into those woods!”

“We’ll go!” Kyoga volunteered herself and Ono.

“We will?” Ono repeated in Kyoga’s direction who frowned at him to remind him she’s serious about this. “I mean of course we will.”

“Perfect!” Rainbow felt satisfied with her brave response. “Kyoga and Ono will sneak out of Ponyville and find Twilight along with Kion and Fuli.”

“Alright!” Applejack cheered along with the others.

“Way to step up!” Beshte commended them when Rarity has the perfect idea of how to sneak the two out of Ponyville.

“I know just the design for a dangerous mission outfit!”

Sometime later, Trixie had her accomplices Snips and Snails drag her on a heavy wagon towards the barrier where her magic sensed someone has been touching the barrier which triggered an alarm to which she can sense with her magic. And both were struggling to pull her weight.

“Pull, you fools!” She commanded of them while cracking her whip on their flanks. “Somepony set off the magic force field, and Trixie intends to punish them!”

“But... wouldn't it be faster if we had some... wheels?!” Snips painfully suggested

“The Great and Powerful Trixie doesn't trust wheels. Now pull faster!” Trixie arrogantly refused.

“I'm telling ya, Snips, she's getting weirder and weirder!” Snails loudly said to his partner which earned him whiplash on the back of the head.

The two carried her to the barrier where they all see beavers are constantly slapping the barrier with their tails.

“Stop!” She shouted at the two before addressing the source of the alarm. “You there! What are you doing?!” The annoyed unicorn demanded.

The beavers angrily chattered demanding that they need to get out of Ponyville while pointing to her magical barrier keeping them out and preventing them from leaving. Trixie deciding that it would mean a few more obnoxious beings she be rid of, opens the barrier for them to get by while carrying a log to which both Kyoga and Ono were well-hidden in.

Once they were all across, Trixie then transformed her wagon into a huge and golden queen sized bed with purple fabric on it. The bed had her head encarved on top along with blue stars and gems beside it and had alicorn wings on the side of the bed. And both Snips and Snails wided their eyes at the glaring mare who expects them carry even more weight.

“Gah, why is she so mean to us?”

“Yeah! I miss the days when she was just a fraud!”

The two traded before suffering whiplash from the power-mad unicorn ordering them to carry her ride away.

After Trixie had left the beavers immediately removed both Kyoga and Ono from the log they were hiding in.

“Let’s go!” Kyoga told Ono before they both headed on towards the Everfree Forest. “Knowing Twilight she’ll turn to the closet person who knows magic or more accurately the closet zebra nearby.”

“Zecora.” Ono answered knowing exactly who she is talking about before heading on over to her hut.

There they have come across where Twilight and Zecora are both having tea to help improve the former’s concentration more while Kion and Fuli watch. Once they arrived they wasted no time in explaining to them of the information they had just learned in regards to the amulet Trixie has been wearing.

“I can't believe I didn't recognize the Alicorn Amulet!” Twilight said while pacing around the room in light of this discovery.

“The more she uses it, the more it will corrupt her!“ Ono explained while he and Kyoga both sip their tea to which greatly helped calmed the former’s nerves.

“But how am I supposed to beat that amulet?” Twilight wondered. “My magic's not good enough!”

Just then Zecora spoke up with the answer to this approach. “Twilight Sparkle, much work have you done. You learned all of my lessons; all but one. If Trixie's tricks have you in a fix, you must nix your magic and use the six.” She advised.

“Huh?” Ono asked with a quirked brow.

“Nix your magic, use the six…” Kion wondered while Twilight thought about it with a few seconds deep in thought and concentration.

There Twilight immediately got what Zecora is saying to her. “Nix your magic, use the six! Use the six! That's it!” She smiled figuring out how she can defeat Trixie. “Zecora, you're a genius!” Zecora smiled in approval seeing that she got the cryptic riddle along with Kyoga. “Now we'll need to get you two back inside Ponyville, Ono, Kyoga.” She then said while composing a paper with a plan of how they will take down Trixie to which everyone gathers together with open eyes and ears ready for whatever Twilight has in mind.

After explaining the plan to everyone, both Kyoga and Ono were escorted back inside Ponyville so they can be up to date with the plan while the others stay behind so they can prepare what they need on their part.

Sometime later, Twilight tapped the bubble knowing this will get Trixie’s attention who likewise has her struggling lackeys pulling her back over there.

“This better not be another false alarm, or the Great and Powerful Trixie will…“ She demanded…

“You’ll what?!” Twilight demanded who was accompanied by Zecora, Kion, and Fuli “You!” She exclaimed before moving forward from her bed to taunt her. “What's the matter, Twilight Sparkle? Not enjoying your exile?”

“I know about the Alicorn Amulet. I know you cheated.” She rightfully accused.

“Cheated? Moi?” Trixie responded with fake innocence to which Fuli rolled her eyes in disgust at that claim.

“Yeah. And I thought you might wanna see what a real magical amulet looks like.” Twilight then presented said gold collared amulet with a green gemstone on it. “Zecora gave it to me. It's from beyond the Everfree Forest, and it's way more powerful than your measly little Alicorn Amulet!” She explained while putting it on.

“Ha!” Trixie immediately scoffed after a moment. “Nothing's more powerful than the Alicorn Amulet! And nopony's more powerful than the Great and Powerful Trixie!”

“Care to put your amulet where your mouth is?” Twilight challenged. “How about another duel?”

“Why should I?” Trixie responded in refusal feeling she doesn’t need to. “I already beat you.”

“That's up to you! But I guess you'll never see the totally awesome magic from beyond the Everfree Forest.” Twilight let it be with a smirk to tempt her into accepting her challenge.

“And I’ve heard the magic there has magic beyond your wildest belief. Something that you could never hope to achieve.” Fuli added with the same tempting approach just when Twilight leads the way away from the borderline of Ponyville.

“Come on, Zecora, Kion, Fuli.” Twilight told them before turning to leave.

“Wait!” Trixie called after them after her ego had stirred her curiosity and tempted her to reconsider by removing the magical barrier surrounding Ponyville. “Okay, okay, you're on! A second duel.”

“Excellent!” Twilight responded with a pleased smirk to see that her targeted fish has successfully taken the bait.

Once again, both Twilight and Trixie met face to face in the Town Square where everyone has all gathered together to witness their rematch. The two dragged hooves on the ground while glaring at each other ready when the other is.

“Let's start with a simple age spell, shall we?” Trixie proposed.

“Let's.” Twilight agreed.

“Snips, Snails.” She called for them who both did so out of feared compliance before turning them into babies who both cried upon being reduced to new born foals. “An oldie, but a goodie, ha. Now, let's see what your little charm can do.”

“No problem.” Twilight confidently replied before turning to two of her friends. “Applejack, Rarity, Beshte? Could you help me, please?”

“Huh?” The three questioned both surprised by this request before reluctantly stepping forward.

Trixie rolls her eyes thinking this duel will be over after this so she decided to pass the short amount of time by filing her nails. But when she did so Twilight had focused her magic on them and actually replicated the spell on both Applejack and Rarity after a puff of violet red smoke.

When Trixie turned back to see what had happened, she ended up dropping her jaw in shock upon seeing this. “Oh, ho-hum. So you can do an age spell, big deal.” She quickly recomposed herself before seeing that Twilight wasn’t done there.

She also used her magic to revert them back to their true age before using her magic to have Rarity and Beshte younger while standing on top of Applejack. She then turned the three with Rarity and Beshte back to their true age with Applejack now an elderly pony struggling to hold her weight before turning the later back to her true age.

“That's... That's impossible!” Trixie spoke up completely baffled upon seeing this display of magic.

“That's nothing!” Twilight simply replied before sending magic at Rainbow Dash, Ono, and Kiara’s direction with another pink puff of smoke.

When the smoke cleared, another Rainbow Dash, Ono, and Kiara appeared right behind them.

“Yow!” Rainbow exclaimed upon seeing her pony double who perfectly mimicked her every movement along with Kiara and Ono’s doubles.

“How did you–“ Trixie questioned unable to believe what she is seeing.

“Duplication spell.” She answered. “Ever see one pony along with a honey badger play ten instruments each?” She asked before turning to Pinkie and Bunga with a blast of magic sent her way to which they suddenly emerged playing ten instruments with the nearby ponies and Pride Landers ducking their heads to avoid getting hit.

“How is this possible?” Trixie silently thought feeling that she has the more powerful magic at her disposal and that something is not right here. “This... just can't be!” She then said out loud.

“Ooh, one more. I can turn a mare into a stallion.” Twilight added for good measure which frightened Applejack into attempting to flee. But she ended up zapped with a pink puff of magic before she could get away.

When the smoke cleared a larger male version of Applejack appeared in its place

“Eeyup.” The stallion nervously said before being transformed back into a mare with another puff of magic.

“And a female lion into a male lion.” Twilight added while turned her head in Kiara’s direction who looked on surprised before being blasted with pink smoke. The lioness turned lion cub with a mane on his head before pink smoke was sent his way to undo the transformation.

It was clear to everyone that Twilight had the better magic and won this magic duel but Trixie wasn’t convinced that it was all raw magic.

“Well, Trixie, looks like my amulet is more powerful than yours…” Twilight declared just when Trixie uses her magic to remove the amulet from around her neck. ”…Hey! Give it back!”

“With this amulet, I shall now rule all of Equestria!” Trixie then declared while putting on the amulet while keeping on the alicorn amulet. “Witness, my subjects, gaze upon an ever greater and 'powerful-er' Trixie!” She then bellowed before turning to face to Twilight. “Starting with the mare who thought she could have me remove this precious alicorn amulet from around my throat.”

“Okay.” She calmly replied. “We figured you’d say that.” She then locked eyes with her power-mad pony foe. "Bring it."

With red hot magic at her disposal, Trixie unleashed a super powerful one right at the unicorn in front of her. Having expected that to be her first move she quickly put up a shield of magic to protect herself from the long and continuous blast. After a good fifteen seconds, she ceased fire and witnessed a burned scorch mark on the ground in front of her.

Trixie smirked maliciously and triumphantly before being tapped on the shoulder. "Huh?"

POW!

...Came from a powerful blast to the face from the unicorn who revealed herself to be alive before forcing her back with another beam of magic.

"What the...?" Trixie was left baffled by that stunt before regaining her composure. "Very well..." She growled before sending another beam of fiery magic her way again, who this time caught the magic with her horn like she is catching a fastball before maneuvering and redirecting right back at her. Trixie with a sudden shocked expression had to quickly put up a force field to protect herself from that attack before being blown back halfway across town with one of the trees behind her being set ablaze from the explosion.

Everyone watches the fight go on with Trixie is now charging forward and doubling down her efforts in using her magic with increased intensity to try to take down Twilight. From multiple teleportation moves, to trying to charge from both directions in an attempt to catch the lavender unicorn off-guard to no avail only succeeding in setting fire to a number of nearby houses caught in the crossfire. Not to mention nearly dodging every attack she throws at her to the point it's like Trixie is giving Twilight ammo to force her to retreat.

Meanwhile, Kyoga stealthily makes her way through the crowd up towards one of the nearby buildings ready to make an attack while Trixie is distracted in dueling Twilight.

After tiring herself out after multiple and relentless beams of magic to which her foe effortlessly dodged, Trixie then saw the mare slowly approach her to which had her shooting another straightforward beam of magic her way in an attempt to push her back before dropping on her haunches. The attack slowed her down, but only for a few seconds before pressing forward with her stride unaffected by the Alicorn Amulet’s power.

“What?” She exclaimed in exhausted shock seeing that its power has been doing nothing to lay even a scratch on the girl before teleporting to the side while dropping down on her knees with nothing left. “But how? What are you?”

“I am the solution.” She simply responded before quickly teleported right in front of her face mid-jump in a flash while quickly wrestling down the unicorn. Once she had her pinned down, Kyoga quickly leaped down right above her and extracted her claws holding up her left paw ready to bring it down aimed at her neck.

Trixie then terrified for her life looks away with closed eyes when Twilight worked her magic at the same time Kyoga lunges her paw down right towards her neck to avoid seeing her own demise. Only to feel herself and open up her eyes to see herself still alive. Turns out they were really aiming for the alicorn amulet around her neck to which they managed to rip off from her neck.

Trixie nearly passed out feeling like she had her life flashing before her eyes for a second there when both Twilight and Kyoga let go of her before moving to have the alicorn amulet placed in a small wooden box that Zecora had ready for it.

“Sorry but this is going back into hiding where it belongs.” Kyoga told her while placing it in the small wooden box.

“By the way, Trixie…” Twilight then said to the sweating unicorn on the verge of a heart attack when she gets up to her hooves while gesturing to the green gem around her neck with her right hoof wrapped around on the back of the gold necklace. “…the amulet around your neck? It's one of Zecora's doorstops.”

The rock itself dropped to the ground and shattered upon crashing.

“But... how did you do those spells before I found out?” Trixie asked still very confused. “Nopony can do those spells!”

“You're right. Not even me.” Twilight replied before explaining while recalling Kyoga explaining the written plan to everyone in Ponyville. “Zecora taught me so much about magic while I was in exile. She even taught me when not to use it.” She explained when they have Sweetie Belle and Apple Bloom painted to look exactly like their older sister’s with Big Mac and Granny Smith painted to be an older male version of Applejack along with an elderly female version of Applejack.

Furthermore, Mtoto served as the younger infant-sized hippo for Beshte while his father Basi served as the older Beshte when it was made to look Beshte had aged up. Along with Kiara’s lioness friends, Fluttershy, and Ono’s egret friends who were all painted and properly wigged and colored to look like Kiara, Rainbow, and Ono respectively. Kovu served as the male version of Kiara alongside Big Mac when it came to the gender spell.

“My magic alone wasn't powerful enough to take on the Alicorn Amulet head to head, so I needed to use a different kind of magic – the magic of friendship. I also knew that the only pony who could get the amulet off your neck was you.”

“But... what about the pony and honey badger with the ten instruments?” Trixie questioned.

“That's not magic. That was just Pinkie Pie who also happened to have extra insturments handy.” Twilight answered while gesturing to the two mouthless instrument players.

“But what about the Alicorn Amulet?” Trixie brought up. “That should have been something only I could take off by will.”

“That’s true. Kyoga’s magic is something that surprised even me.” Twilight acknowledged. “But apparently magic of the highest level can be mastered is actually capable of amazing feats on par with an alicorn’s magic if one puts her mind towards it and that’s exactly how with my help Kyoga managed to get that amulet off in case you didn’t take the amulet off in favor of the amulet I had.”

“But how?” Trixie still can’t wonder how that’s possible. “How can she perform that kind of magic alone and what about that magic you just displayed when I was trying to kill you?”

“Truthfully, we don’t know?” Twilight honestly answered to the former since the mystery behind her source of magic along with Scar’s is still up in the air. “But it also an interesting discovery along with the magic that helps keeps our worlds together. Something that the Lion and Pony Guard hope to achieve going forward. And as for my magic, well, let's just say I have been doing a lot self-improvement with training on my own since the last time we met. And it looks like I now have the edge over you now.”

Everyone cheered in celebration for Twilight and Kyoga’s victory just when both Simba and Celestia arrived to cut off Trixie’s escape just when she was trying to quietly sneak and back away from the scene.

“Hello, Trixie. We’d like to have a word with you…” Simba greeted with a serious tone accompanied with a gesturing claw for her to approach them to which had Trixie sporting a resigned expression with a scared gulp since they both know what she has done.

“Oh, Trixie cereal…” She muttered under her breath before being escorted away by the two for a stern talking to.

Just then the alicorn amulet rose from the wooden box with a magical rainbow glimmer shining across it to which everyone shielded their eyes from its very bright glare. Once it cleared up everyone sees that the red and black colored amulet has transformed into a brand new amulet. One with the appearance of a strong muscular lion king and a beautiful and majestic alicorn princess similar to Simba and Celestia in place of the evil looking alicorn with the silver colored metal turned into a bright gold color with the red-colored gem turned into a blue-colored gem.

Everyone watched in amazement seeing this just when Astral Twilight appears before everyone. “Hello again, every pony and everyone.”

“The spirit of the Tree of Harmony…” Fluttershy quietly voiced in awe.

“…What are you doing here?” Kion finished in the same tone.

“I came to say well done.“ The tree’s spirit replied. “The formerly cursed Alicorn Amulet is now free of all dark magic it had previously contained.”

“Dark magic?”

“Cursed?”

“Mmm-fmm?”

Beshte, Fuli, along with the mouth-less Pinkie and Bunga all questioned.

“Yes.” She nodded while turning to the lioness in question. “Ever since King Sombra lost the amulet following his defeat a thousand years ago, the curse he inflicted on it through his influence greatly remained there ever since.” She explained while showing a flashback of the two sisters recovering the amulet just after Sombra’s defeat. “So great that not even Princess Celestia nor Princess Luna could reverse the magic without succumbing to its influence. Only someone with a strong mind, great control over magic, and a pure heart can remove his magic from the amulet.”

“Someone like Kyoga?” Kion asked.

“Yes. And now that day has finally come, we know have a new element of harmony to add into the mix.” She said while presenting the shapes and images of the other elements. “Honesty, Loyalty, Generosity, Kindness, Laughter, Magic, and now for the Lion and Pony Guard’s wisest…” She added while placing the amulet around her neck. “…the Alicorn Amulet that is now the Pride Amulet.”

“Oooh.” The Pride Landers and Equestrian ponies all said together in amazement with this new discovery while both Celestia and Simba both nod in approval of her accomplishment.

“Congratulations, Kyoga.” Celestia commended. “Never have I ever imagined I would see the day that alicorn amulet would ever be able cleansed of the corruption it suffered for so long.”

“It’s better than what I could have said.” Simba added in agreement while keeping a stern eye on Trixie to keep her from trying to slip away from the distraction. “Now in regards, to your punishment for your actions in regards to terrorizing some of my animals from the Pride Lands including my son…”

“…Along with my most faithful student, who by the way I see her like a daughter to me along with the ponies in Ponyville…” Celestia added with her rare serious tone of voice.

Trixie briefly grinned sheepishly which did little to lightening the mood from the glaring rulers who did not hesitate to crack down on her punishment.

“…Because quite frankly young lady, your actions were inexcusable.” Celestia stated. “But in light of the fact that no one suffered serious injuries. Your punishment will be slightly reduced.”

“It will?” Trixie asked with slight hope.

“Yes.” Celestia nodded with her tone still stern. “We have decided that you have to clean up the damage you have done during your brief rule in Ponyville along with personally apologizing to everyone who have hurt during your visit. Especially, Twilight.”

“Along with my son.” Simba added sternly. “And after that, you will be leave Ponyville and the Pride Lands for one full year.”

“One whole year!“ Trixie exclaimed at the length of her temporary exile. “But that’s so long!”

“Yes, even though we personally think it should be a lot longer.” Simba still didn’t lighten up on their stance. “Is that understood? Because if you ever harm my son like that again, you will be banished for life.”

“Life?” Trixie exclaimed in increased horror before dropping it in defeat since there is no use arguing that their judgement is accurate.

“Is that clear?” Celestia inquired.

“Crystal, your majesties.” Trixie obeyed with a bow of respect before moving to carry out the beginning of her community service.

By the time she was done cleaning up along with giving everyone her reluctantly accepted apologies and ready to serve her year away from both Ponyville and the Pride Lands, it was time for Twilight’s magical performance for the Saddle Arabian delegates. And since Kyoga’s magic has proved very crucial in Trixie’s defeat and the alicorn amulet’s cleansing, she gets to join in on Twilight’s performance.

Lots of Pride Landers and ponies from Ponyville all gathered together for this. The first time since the disastrous royal wedding with the only difference being is that Scar wasn’t around to crash the show…

…At least not without being secretly watched by the lion himself from the shadows of the Everfree Forest.

Everyone was amazed by both the purplish-red and sky blue colored auras from both Twilight and Kyoga who both work together in performing the figure eight routine on Fluttershy’s animal friends. And everyone was amazed by the performance they were both giving, including the royals and the Saddie Arabian delegates who all watched from their special VIP booth.

Well…all expect for Fluttershy who spent the whole time covering her eyes and looking away, trembling with great worry even though the two had perfect control over their magic who had both Kion and Spike’s comfort the whole show. When the critters were formed together in star formation at the end of the show, it was accompanied by a razzle dazzle display of green fireworks to which wasn’t neither Twilight nor Kyoga’s doing.

It was truly done by Trixie in secret to which both performers quickly noticed upon turning to the source of the magic.

“Trixie?” Twilight asked in surprise by this gesture.

“It's the least I could do.” Trixie for once thought nothing of it before speaking to them with great regret. “I treated you two and your friends so horribly when I was wearing that Alicorn Amulet. I just couldn't control myself at least until Kyoga saved me. You both can forgive me, can't you?” She pleaded of them looking like she is going to cry if they don’t to which she’ll expect and accept considering everything she has done.

Twilight and Kyoga both thought about it for a moment and after taking all things into considering and seeing that she is truly sorry for what she has done they both agreed on how to respond to her pleas.

“Sure.”

“I suppose.”

“For now.”

They both forgave her yet much like the others won’t forget it until she has truly changed her ways for good.

“Oh, good.” Trixie felt pleased to hear that. “Don't you think the Great and Apologetic Trixie is the most magnificent humble pony you've ever seen?!”

“No.” Kyoga bluntly answered to which Trixie slightly blushed.

“Right, right…” She accepted to which both Twilight and Kyoga each gave small smiles acknowledging it is still part of her character while watching her run out of town after throwing down a small pink smoke bomb.

“No, I can’t say that you are…” Scar agreed with that assessment before recalling the memory of appearing to Trixie while wearing his black cloak with only his neon green glowing eyes shown from the darkness within referring the Alicorn Amulet to her in the first place. “…but you did however, help me find out just how powerful this lioness really is. And the answer to that is…” He then slightly chuckled with a mean grin. “…Very.”

Just then his magical screen caught Pinkie and Bunga with their mouth-less faces in a slight rant wanting their mouths to be restored until Twilight approached them and used her magic to give them back their mouths.

“Oh, finally!” Bunga said in relief before looking down at his growling stomach before rushing off ahead to get something eat after spending nearly a day without food. “I can finally talk and get something to eat.”

Pinkie also opened her mouth ready to speak her mouth off now that she can talk again…

…until Scar quickly canceled the magic monitoring them. “No. No.”

As funny as Pinkie is, the pink pony really talks more than she should and that’s bad enough for those who aren’t in the mood for it to which even the stoic and sinister villain has his limits with her.

Author's Note

In this episode, Trixie returns with the power of the Alicorn Amulet at her disposal before taking over Ponyville and kicking Twilight, Kion, and Fuli out of town leaving the rest of the Guard to handle Trixie's demands before finding out how to deal with her and that kind of power.

True to form aside from a few twists in the original plan, it took another magic battle along with a duel to the death to finally obtain the alicorn amulet...

...which has now turned into the Pride Lands Amulet once the dark magic inside of it has been purified and transformed into a new Element of Harmony to serve as Kyoga's element in the Elements of Harmony.

Even with this new discovery, Scar remains undeterred from learning of the lioness's full potential and is still confident that she'll won't be a problem in his plans going forward.

Next up is "The Savannah Summit." where the animals prepare some important negotiation in preparation for the upcoming dry season in the Pride Lands with a certain crocodile leader stepping forward claiming to have a changed heart for his past actions while only seeking his float's needs as he turns a new leaf.

"Hey wait about me...?" :pinkiehappy:

"...don't I get to say anything else..." :pinkiegasp:

...Nope. We're done here...

...Until next time...

Episode 7: The Savannah Summit

Episode 7:

The Savannah Summit

One morning, Fuli is currently lurking in the tall grass with her eyes locked on the prize she is looking at.

“He won't get away with that.” She confidently voiced before sprinting ahead and past the Guard.

“Grab that baobab fruit, Fuli!” Bunga cheered while the cheetah has her eyes locked on the fruit in Rainbow Dash’s possession.

Actin quick, Rainbow tosses the fruit to Ono who ended up fumbling it to the ground due to not being able to get a better handle on it leaving it up for grabs for the others to try to get it.

“I got it!”

“Oh, yeah?”

Both Bunga and Kion traded before they followed it over the edge of a nearby hill which gave away and sent them down.

“Whoa!” Kion screamed upon falling with Bunga landing on his back from the fall.

“That was fun!” Bunga exclaimed.

“Sure looks like it!” Pinkie smiled.

“You guys, okay?” Beshte asked them when he and the others approach the ledge.

“Yeah, thanks, Beshte.” Kion returned. “Just be careful on that ledge.”

Everyone backs away from it with the egret examining the ground which was rather on the tender side.

“Hmm... Yes. It is rather dry.”

“Well, the dry season is on its way.” Fuli pointed out.

“Which means big changes headed our way.” Kyoga added.

“And they sure ain’t going to be easy?” Applejack also noted from experience working on the farm during the summer.

“I’ll say.” Rarity agreed while whipping up her pink summer hat. “I’ll have to make sure I’ll have enough sun-block for my fur.”

“Well of course you will.” Kyoga responded in a deadpan manner. “Because then we’ll have another pink-colored mare in the group.”

“Ooh! Is that possible?” Pinkie wondered thinking it might be fun to see Rarity sunburnt until being shot a dirty glare from the fashionista. “Never mind.”

“One dry hillside's no reason to stop playing.” Bunga asserted it changes nothing in regards to playing their little game.”

“Ooh! Ooh! Can I have a turn to play?” Pinkie eagerly asked.

“Of course!” Bunga nodded before looking around for the thing they need to resume their game. “Now, where is that baobab fruit?”

“Right here!“ Mtoto presented before running off ahead with it.

“Come back here, Mtoto!” Bunga called after him while following after him with Pinkie joining them by bouncing after them to which the Guard laughed over it.

“I'm gonna get it! I'm gonna get it!” Both Bunga and Pinkie stated while following after them before bumping into him when the young eleohant suddenly stopped in his tracks with his ears perked.

“Mtoto, please be home by sunset.” His mother from afar instructed of him.

“Okay, Mom. I'll be home soon.” He called back before turning to the others to explain what that was all about. “That was Mom. She said I should come home before sundown.”

“Mom?” Bunga asked looking confused trying to spot her. “You see his mom anywhere?”

“Nope. And it's kinda hard to miss an elephant.” Fuli replied when both Ono and Fluttershy figure it out on their own.

“Of course! They're using infrasound!” Fluttershy spoke up.

“Infant sound?” Pinkie questioned clearly confused of what she meant when she and Bunga circle around the young one. “But Mtoto's not a baby!”

“Not infant sound. Infrasound!” Ono corrected while flying over to them. “Some animals can talk using sounds lower than most of us can hear. It even lets them talk over long distances!”

“Oh.”

“Really?”

“No kidding?”

“You don’t say?”

“Impressive.”

“Cool!”

“Poa!”

“Nice.”

Kion, Rarity, Fuli, Applejack, Kyoga, Rainbow, Beshte, and Twilight complimented.

“It's just something elephants do.” Mtoto thought nothing of his natural abilities.

“Un-Bunga-lievable!” Bunga voiced with how impressed he is before wondering. “So you can hear stuff from all over the Pride Lands? Like what?”

“Yeah! Like that?” Pinkie also eagerly asked.

“Let me take a listen!” Mtoto did so by trying hear for some new voices in range.

“I'm on my way to Pride Rock...” Ma Tembo’s voice was heard through his ears through a distorted and warbled translated voice.

“Sounds like... Ma Tembo.” The young elephant reported. “She's headed to Pride Rock.”

Both Ono and Rainbow flew up to see if he is correct and he is.

“He's right!”

“Elephant leader at 1:00.”

“Are you sure?” Pinkie asked while leaping onto Rainbow’s back much to her surprise. “Cause it looks more like a 12:55 to me according to my watch.”

“Yes I’m sure.” Rainbow grumbled in annoyance.

“Pretty good, Mtoto.” Kion complimented.

“Yeah, yeah. What else?” Bunga asked while Mtoto continues to hear who else is nearby.

“Excuse me, I have to get to Pride Rock.” Twiga’s voice said,

“Ooh! I hear Twiga. Sounds like she's going to Pride Rock, too!”

Both Ono and Rainbow examined the skies again and saw a giraffe heading in that direction too.

“Yup. Twiga's on the move.” The two reported.

“Oh.” Kion remembered something. “They must be on their way to the Savannah Summit!”

“The Savannah Summit?”

“What’s that?”

Both Beshte and Rarity asked when Ono flies over to explain it to them.

“It's when the King brings together key animal leaders to discuss matters of great importance to the Pride Lands.”

“Dad says getting different animals to agree helps the Circle of Life.” Kion added seriously. “Especially with the dry season approaching.”

“And that reminds me…” Twilight said with a sudden reminder in her head. “…Princess Celestia will be there to help out with the summit too. Which means I got to get over there to help them out too.”

Twilight immediately teleported over to Pride Rock while Bunga tries to hear more from the elephant’s ears.

“Oh no! Now I hear a crocodile headed to Pride Rock!” He said with alarm in his voice.

“Crocodile?”

“Huh?”

Kion and Ono questioned before the latter used his keen sight to spot out the crocodile leader headed in that direction with Rainbow flying up to get a good look himself.

“Hapana!” “He's right! It's Makuu!” Ono alerted.

“The green demon from the swamp.” Rainbow added with a glare in his direction.

“I bet he's trying to spoil the summit!” Kion immediately deduced. “He's never cared about the Circle of Life.”

Kyoga however had other thoughts in her mind that said otherwise but couldn’t get a word in when Rainbow Dash immediately spoke up in agreement.

“Not once!” Rainbow repeated for emphasis before flying off ahead.

“Come on!” Kion lead the others who all follow after him.

“Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!”

At Pride Rock, Both Celestia and Simba are both conversing with each other along with Twilight about this upcoming summit when they hear Kion shouting out to them when Makku arrives from behind.

“Dad! Princess! Look out!” But before Kion could pounce on Makku, Twilight quickly used her magic to freeze him in place mid-air. “What? Twilight?”

“Kion!” Simba exclaimed in horror to see him act like this along with the princess and the other leaders with both the buffalo and giraffe leaders sharing a giggle together thinking he would have deserved to get pounced on like that.

“Oh, dear.” Zazu spoke very awkwardly upon seeing what Kion had charged himself into.

“Calm down, cub.” Makuu told the confused lion. “I was invited.”

“You were?” He asked when Twilight released him.

“That's right, Kion.” Simba confirmed. “I invited him myself.”

“Oh...”

“And I appreciate the invitation.” Makuu greatly expressed his gratitude. “You'll see that I take my responsibility as crocodile leader seriously. Very seriously.”

Hearing this had the others mutter in concern with that statement with Bupu outright voicing his distrust in him.

“Uh, Dad? Princess? Can I talk to you two? Alone?” Kion asked of them while looking aside a little uneasy towards the crocodile leader.

“Of course.”

“All right.”

They nodded before stepping aside along with Twilight.

“Dad, Princess, you know we've had a lot of trouble with Makuu.” Kion expressed his concerns about Makuu being included in the summit. “I don't trust him.”

“The crocodiles are a part of the Pride Lands, Kion, and Makuu is their leader.” His father explained.

“Yeah, but to invite him to the Savannah Summit?” Kion brought up with a disagreeing notion. “With all these other peaceful animals?

“Crocodiles have always been invited to the Savannah Summit.” Simba added on that it’s a necessity.

“Maybe that worked with Pua, the old crocodile leader. But Makuu? He's got more enemies than friends.” Kion reminded him. “He attacked Mom, attempted to take down Basi, and tried to take over the Flood Plains three times.”

“And that we are aware of.” Celestia spoke up to acknowledge that his crimes have not gone unnoticed while gesturing a wing to her faithful student. “And that is why we have arranged for someone to watch over his every move privately.”

“Twilight?” Kion asked in surprise when she explains her role in the summit.

“Yes, I’ll be personally watching over him along with the others to make sure this summit goes smoothly. And if anything comes up I tell both the king and princess immediately.”

“What?” Kion is still baffled hearing this while turning to both his father and the sun monarch.

“I know this might seem rather concerning to you, but the importance of this summit is to ensure that there is no conflict for both the Pride Lands and Equestria going forward.” Simba gently explained to his son his reasons. “And truth be told, I honestly don’t have much of a choice since like it or not Makuu has to be a part of this summit because he is the leader of the crocodiles.”

“Summits aren’t just for talking to your friends. Summits are to help turn conflict into friendship. To build trust.” The sun princess added. “And after much discussion with your father, we think Makuu is ready.”

“Sire, Madame, it's time for the procession.” Zazu reminded the two.

“Thank you, Zazu.” The princess warmly nodded in response.

“And Kion?” Simba then said with one more thing for him to know. “I still need you and the Guard to be on alert. In case the other animals aren't ready to accept Makuu.”

“Okay, Dad. Princess. Will do.” Kion obliged ready to help them out.

“Your attention, please!” Zazu began with the summit’s opening announcement. “We shall now proceed to Mizimu Grove for the beginning of the Savannah Summit!”

Princess Celestia flew ahead while Simba, Kion, and Twilight all lead the way over to Mizimu Grove with the rest of the Guard following from the back of the pack with both Twiga and Vuruga Vuruga secretly voicing their concerns about Makuu’s presence in the savannah summit and neither of them could believe it.

“Can you believe Makuu was invited here? After everything he and his crocs have done!”

“Yes. And we're supposed to treat him with respect?” Vuruga Vuraga scoffed at the idea before Twiga leaned her neck down for a whisper with an idea in mind.

“We should talk.”

“Now, now, mustn't dawdle. King Simba's Savannah Summit awaits...” He urged them to catch up with the others before meeting up with Simba before they both sang an encouraging tune so everyone will feel more welcome when they all make their way to Mizimu Grove.

Everyone is Welcome

During the trip, the leaders are all more or less indifferent with each other while the Guard minus Twilight, Kion, Kyoga are all motioning their heads and bodies around in an upbeat manner. Well, expect for Fuli up until when later they all arrived at their destination. By the time they have arrived most of the leaders have managed to get into a friendly accord with each other ready to work out agreements with each other.

“Poa.” Beshte remarked on the great start to the summit. “So far everyone seems to be getting along!”

“So far so good.” Kyoga added while observing the negotiations in front them.

“Yeah. Even Makuu's behaving himself.” Fuli added while Kion still looks on not completely convinced.

“I don't know. Makuu might say all the right things to my dad. But I still don't trust him. We need to keep an eye on him.”

“And that is something that I’ll handle myself.” Twilight stated to assure him. “So just keep watch and make sure everything is running smoothly. I’ll come get you if I need you.”

As soon as Twilight teleported away, Mtoto came running up to them urgently.

“Lion and Pony Guard! Lion and Pony Guard!”

“What's the kerbubble, Mtoto?

“Everything okay, partner?”

Both the Guard’s strongest inquired.

“I just heard Makuu!” He reported. “He's down by the watering hole. And he sounds really mad!”

“This is exactly what I was worried about!” Kion stated with his concerns surfacing up before leading the way towards his direction. “Come on!”

“Kion!” Kyoga called out after him on deaf ears. “Twilight told you she’ll take care of this!”

“Wait for me!” Mtoto called after the group.

Nearby the waterfall, Makuu is there and currently at a standstill with the antelope leader Bupu while Twilight watches from the rocks behind them.

“Bupu. All we crocodiles do during the dry season is sleep.” Makuu tries to reason with him although he isn’t convinced that he is telling the truth.

“Right! You'll pretend to be sleeping, so we'll let down our guard.” He argued back.

“Isn't this summit supposed to be about negotiating in good faith?” Makuu reminded.

“Good faith? With a croc?” Bupu scoffed. “Next you'll tell me the dry season's wet.”

“What?” Makuu returned very offended.

“I know all about you crocodiles and your "crocodile way."” He returned back still untrusting and cross with him. “Well, no thanks!”

He then made a charging move against him with his horns.

“Why you...” Makuu growled before attempting a charge back to which he dodged.

Seeing this had Twilight decided that she needs to try to play peacemaker here but before she could do anything about it Kion announced himself with the rest of the Guard backing him up.

“That's enough, Makuu!” Kion shouted towards him much to Twilight’s disbelief at him for ignoring her orders. “Beshte, Fluttershy.”

“On it, Kion.” Beshte nodded before they both get in between the two bickering leaders. “Why don't you both take a deep breath before you say something, or eat something you'll regret?”

“Now what you were both fighting about?” Fluttershy gently asked them.

“I was trying to talk to him. Trying to make a deal with him that would benefit the both of us.” Makuu calmly explained before returning an irritated glare at the stubborn antelope. “But it seems there's no point talking to a jumpy antelope.”

“You've got that right!” Bupu fired back before they again started trading hooves and teeth at each other until Kion again intervened with another warning directed at Makuu.

“Makuu! I'm warning you. I won't let anyone ruin the Savannah Summit. Especially you.” He harshly emphasized which genuinely struck a tender scale with him.

“Especially me?” Makuu returned visibly hurt by that statement before sighing and walking off without another protest to which Kyoga spotted while disbelieving of Kion’s approach. “Fine. I don't want any trouble.”

“He'll think twice before tangling with an antelope.” Bupu proudly said before walking away.

“That was close.” Fuli commented in relief.

“Sure was.” Rainbow agreed.

“Oh, yeah! Simba and Celestia would be pretty upset if his summit ended with Makuu eating Bupu for lunch.” Bunga added.

“Good thing we got here when we did.” Rarity voiced very pleased that a potential disaster was averted.

“Yeah. Thanks, Mtoto.” Kion thanked the young elephant.

“Huh? Oh, sure. Glad to help.” Mtoto happily returned before the Guard’s Fiercest asked him a favor.

“Hey, Mtoto. You think you could keep your ears open for the rest of the summit? Let us know if you hear anything suspicious?”

“Yes, sir!” Mtoto saluted while Kion turned to the rest of the team.

“I'm pretty sure Makuu's up to something. So we need to be ready for any sign of trouble. All of us.” He declared ready to pounce on him.

As soon as Mtoto left, Kion turned around…

…to suddenly meet face to face with Twilight who teleported right in front of him and she is not happy with what she saw back there.

“Whoa! Twilight! Where you were you?”

“Oh, just behind those rocks over there.” Twilight gestured to nearby rocks. “Watching over both Makuu and Bupu until all of you showed up. I thought I told you I would watch over them.” She sternly added while expecting an explanation from the Leader of the Lion Guard for showing up like that. “I would have got taken care of it in a flash had you not suddenly intervened like that.”

“But we heard them fighting just earlier and they would have attacked each other had we not shown up.” Kion argued to which did little to impressing her.

“I’m sorry Kion, but did you not listen to what I said last time we were together or did you forget what I said, or did you not care to listen to a word I said?” Twilight crossly pressed the prince of what was going through his mind when he jumped the gun.

“I…” Kion was taken aback with this sudden verbal attack. “I…I…guess I forgot due to thinking Makuu was up to something there.”

“You guess?”

“Yes?”

“So yes or no?” Twilight kept pressing for a straight answer without raising her voice. “Did you or did not you not forget what I told you in regards about Makuu? It’s a simple question so better properly answer it.”

Kion hesitated until...

“Well?!” She sharply demanded.

“I forgot.” Kion quickly answered while a little intimidated by his unicorn friend’s stern attitude all while the others expect for Kyoga who saw this coming were a little unnerved with how she is addressing him.

“Well since you forgot Kion, I’ll say it again.” Twilight then said. “Leave Makuu to me while you and the others go watch over the rest of the Pride Landers. If I need you I’ll come and get you. Understand now?” She instructed of them to which they all wordlessly nodded while Kion once again hesitated. “Is that clear, Kion?”

“But…”

“Is that clear?”

“Yes.”

“Good. Now if you’ll excuse me, I have to get back to watching over Makuu and try to see if I can get him to pick up where he left off with Bupu.”

Twilight then teleported away, leaving the others speechless with what had just happened.

Elsewhere, Mtoto is heading out on his own looking out of any signs of trouble while walking up the hill before catching the sound of Twiga’s voice.

“Vuruga Vuruga, Makuu...”

“That sounds like trouble to me!” Mtoto immediately deduced before turning back to report this to the Lion and Pony Guard.

“Wait! What exactly did Twiga say about Makuu?” Kion asked.

“I'm not sure!” He answered unable to elaborate on it more.

“It couldn't have been good!” Bunga immediately theorized without thought.

“Yeah, everyone knows crocs and giraffes don't mix!” Rainbow immediately agreed before gasping when a thought occurred. “I'll bet Makuu's going to attack Twiga!”

“And ruin the summit.” Kion added in agreement. “I bet that's what Makuu's been planning all along!”

“Now hold on a second.” Kyoga immediately spoke up and intercepted Kion before he could take off again. “Remember what Twilight said.”

“No time! We gotta stop him!” Kion refused to listen before rushing ahead while sidestepping her.

“'Til the Pride Lands' and Equestria’s end...”

“Lion and Pony Guard defend!”

“All right.” Kyoga just shrugged before following after them. “Learn it the hard way.”

“Back off, Makuu!” Kion threateningly declared upon arriving on the scene yet found to their surprise Makuu was not there.

“Makuu?" Twiga asked in confusion when both Rainbow and Bunga scout the area.

“Don't worry, Twiga, I'll protect ya.” Bunga vowed.

“From what?” Twiga asked.

“From Makuu!” Bunga answered.

“Where is he?” Rainbow asked while pulling her hooves up in a fighting stance and punching thin air.

“No Makuu here.” The buffalo leader reported.

“But Mtoto heard him!” Rainbow pointed out.

“Uh, well, no. I heard Twiga talking about Makuu.” The young elephant corrected to which sparked surprise from the giraffe’s mouth as she dropped the branch she was about to eat.

“Me? I wasn't talking about Makuu.” She denied before turning to Vuruga Vuruga. “Were you talking about Makuu?”

“No, why would I talk about Makuu?” Vuruga Vuruga quickly replied to assert otherwise to which Kyoga raises a suspicious eyebrow at the two thinking they need to be looking at things a lot more differently with what has transpired today.

“How should I know? I'm just eating branches. Like a giraffe does.” Twiga argued back before picking up and eating the branch of leaves she had just dropped to which both Kion and Fuli eyed each other in confusion at this sight.

“Me, too. Delicious branches.” Vuraga Vuraga quickly joined in on eating them by snatching the branch Twiga was chewing on.

“Uh, Vuruga Vuruga?” Ono asked while landing on the ground. “Aren't you more of a grass eater?”

“Buffalo eat whatever we want.” She immediately asserted while downing the branch.

“Uh, okay. Even though Ono’s right.” Fluttershy said while letting it slide.

“So, just to be clear, y’all all right?” Applejack asked one more time to make sure everything is okay.

“Oh, yes. Fine. Totally fine.” Twiga calmly and quickly reassured before gesturing them to move on. “Thanks for asking. Now, I'm sure there are more important matters at the summit for you to attend to.”

“Yeah. Let's go.” Kion let them be while leading the team away from them.

As soon as they left, Fuli was the first to speak up upon what they had witnessed.

“That was strange, right?”

“We did interrupt their lunch.” Bunga accepted it for that reason.

“I don't think it was that, Little B.” Beshte said otherwise. “They seemed real nervous.”

“Especially any time we mentioned Makuu.” Ono added.

“I wonder why.” Kyoga stoically voiced.

“Hmm. What if he threatened them, and they're too afraid to tell us?” Kion guessed.

“Or what if they’re the ones really up to something and Makuu is the one they are targeting. You know. The other way around.” Kyoga flatly suggested.

“But why would they be up to something?” Rarity questioned. “What would they be afraid to tell us?

“Yeah, we're the Lion and Pony Guard.” Pinkie chimed in.

“That's how much he must've scared them.” Kion answered still asserting that Makuu is up to no good. “Just having Makuu here is hurting the summit.”

“Good thing Mtoto can hear if anything bad's happening.” Beshte commented while Kyoga rolled her eyes in exasperation that her words are falling on deaf ears yet again.

“Yeah! I wish I could hear like you, Mtoto. It'd be un-Bunga-lievable!” Bunga expressed while holding up one of the elephant ears so he can listen.

“Me too.” Pinkie just as eagerly said while zooming over to them and holding up the other ear.

“I'll do my best.” Mtoto replied that he’ll try before hearing the sound of Zazu’s voice.

“Help!” His voice screamed rather loudly.

“Hey! I'm getting the hang of this!”

“Me too! I just heard...”

Both Bunga and Pinkie started to say only for Kion to immediately answer before he can.

“Zazu!”

“Hey?!” Pinkie exclaimed. “How did you all...”

“We all heard him.” Fuli interrupted.

“Because he is not too far away to hear.” Kyoga added before Kion leads the team in that direction.

“This way.”

There, Rafiki is currently working on a painting of both the rhino and baboon leaders where it seems the rhino is now sitting on Zazu much to Rafiki’s amusement.

“Mbeya, you must get up! I cannot finish the portrait with you sitting down.” The elderly mandrill laughed when the Lion and Pony Guard arrived on the scene.

“Where's Zazu?” Kion asked.

“Is he in trouble?” Fluttershy worryingly asked in a softer tone.

“Did Makuu eat him?” Bunga gasped.

“Perhaps, Zazu himself can explain.” Rafiki answered with a chuckle towards the trapped hornbill underneath. “Eh, Zazu?”

“Not funny, Rafiki!” Zazu remarked unamused to which Pinkie couldn’t help but snicker upon realizing his predicament.

“At least, you're right about that.” Mbeya commented. “I'm not getting off until you apologize, Zazu.”

“Apologize? Me?” Zazu returned in offense that he’s got it all backwards in his mind. “I'm the one with a rhinoceros on his head.”

“You think this is what the King meant when he asked us to look out for trouble at the summit?“ Fuli asked the others with an amused smirk plastered on her face.

“Not exactly.”

“Nope.”

Both Ono and Kyoga replied.

“He called me clumsy.” Mbeya complained.

“No, he didn't. I did.” Bib Baboon argued back.

“Uh, Rafiki?” Kion turned to the mandrill for more clarification while he was still a amused at Zazu’s little situation.

“No, no, Kion. It is the Lion Guard that must get to the...” He laughed before chuckling with what he says next. “...bottom of the situation.”

That pun had Bunga snickering. “"Bottom!" I get it.”

Pinkie on the other hand was hysterical to the point she was crying with laughter. “Me too! And that sure is a big end there.”

Kion sighed in annoyance along with Applejack before the former asked the question. “Will someone just tell me what happened?”

“I was having a perfectly nice time when suddenly this... This hippo with a horn bumps into me.” Big Baboon explained while gesturing to Mbeya who likewise was equally offended by that remark.

“Who are you calling a hippo? I'm a rhino, you baboon!” Mbeya corrected.

“Who are you calling a baboon?” He returned oblivious to the fact that he is a baboon.

“You are a baboon.”

“Definitely a baboon. Pretty obvious”

Both Bunga and Pinkie confirmed with dull and unamused expressions to which the baboon himself feeling embarrassed himself upon being reminded of that especially if the silliest members of the Guard are calling him out on it.

“Oh. Right.”

“What does it matter what happened? Just get off of me.” Zazu urged of Mbeya who immediately did so. Once he was free he immediately gasped for air. “Daylight! I thought I'd never see you again!”

“Hey, Mbeya…” Big Baboon called after him while pointing to the feathers stuck on his bottom. “…looks like you have some hornbill stuck on your backside!” He teased until Fluttershy quickly flew over to him with a serious look.

“Now mister, it’s not kind to make fun of your friends. It was just an accident.” She lightly reprimanded while gesturing to Mbeya. “Now you better apologize to him right away.”

“You're right.” Bib Baboon sighed knowing she’s right. “Sorry, Mbeya.”

“Uh... That's okay.” He accepted it before returning the apology to Zazu. “Sorry I sat on you, Zazu.”

“Quite all right.” The hornbill accepted while recovering from his dazed pain before turning to the mandrill previously painting. “Rafiki, please tell me this won't make it into the official portrait.”

“Not the official one.” He confirmed with a laugh much to Zazu’s relief.

“Aww, don’t worry, silly beak.” Pinkie cheerfully said to him. “At least now we can put this behind us.” She then laughed to which Bunga joined in while Zazu himself groaned weary of them dragging that joke on longer than they should.

Just then Mtoto quickly arrived to report the Guard of something important. “Lion Guard, Lion Guard! It's Makuu!”

“All right, Bupu, I've heard enough!” Makuu’s voice rang through Mtoto’s ear.

“I think he's at Pride Rock! And he's yelling at Bupu again!”

“Let's go!” Kion charged ahead once more.

“That's right, Bupu!” Makuu argued with Bupu once more. “You've got a...”

He is suddenly pounced on by Kion. “Gotcha!” He shouted aggressively.

“Kion!” His father who happened to be there along with Twilight crossly addressed him. “What are you doing?”

“Dad? We heard...” Kion was surprised before being thrown off by the frustrated and irriated crocodile leader.

“You heard us negotiating, cub!”

“We were just about to reach an agreement for the crocodiles to sleep by the antelopes' watering hole.” Simba further explained with a harsh glare at his son for his needless interruption before attempting the resume the negotiations. “Now, Bupu, Makuu, if we can just...”

“Forget it!” Makuu angrily refused to keep trying before storming off. “How can I trust any of you if you don't trust me? This whole summit's a joke!”

“But Makuu, we were so close.” Simba pleaded to no avail before turning to Bupu. “Don't worry, Bupu. We can try again.”

“With all due respect, your highness, I don't see the point.” Bupu equally yet politely refused to do the same before walking off. “I've done my best. But negotiating is obviously not the crocodile way.”

“That's not true.” Simba tried to say only to sigh rather deflated that the attempt to ensure peace ended up failing before turning to his son with stern words for him. “We talked about this, Kion.”

“I know, Dad. But there's something going on!” He pleaded with him to listen to him. “I'm not sure what, but Makuu...”

“Is a new leader.” Simba asserted to his son mid-sentence. “I need to build his trust. That's why I included him in the summit.”

“But he just wants to ruin it!”

“You may have ruined it.” Twilight retorted equally frustrated with him. “And even after I told you not to intervene.”

“But I was just trying to…” Kion tried to speak but Twilight wasn’t having any of it.

“No, Kion! I had everything under control! I was taking the proper action in dealing with Makuu! I even managed to get your father to resolve this! The only thing that stopped that was you! And in doing so you just proved you learned nothing from what happened when Scar nearly took over and that you also don’t trust your best friend. Trust that obviously isn’t important to you.” Twilight further scolded him when black smoke emitted from her scar to which she slightly hunched down to rub her eye in pain while refusing Kion’s offer to help her. “Now if you’ll excuse us. We have to get back to Mizimu Grove and salvage what we can of the summit.” She added before turning to walk in that direction. “And if you do have even the slightest bit of remorse then find a way to fix this, otherwise don't even bother showing up at the summit at all.” She coldly finished leaving the lion cub devastated of his mistake before turning to his father to plead to him to listen to him.

“Dad, I was…”

“I’m sorry Kion.” His father apologized softly yet firmly before moving to join Twilight. “But you know she is right and you do have a lot to think about yourself.”

As Simba walked off ahead, Kion sunk his head in shame.

“You okay, Kion?” Beshte asked as he and the others approach him.

“That sounded intense.” Fuli commented after having a take a breather after witnessing that scene.

“I’m sure glad that wasn’t me.” Rainbow voiced his relief while feeling the lion cub’s pain right now.

“I'll say.”

“No kidding, partner.”

Neither Kion nor Applejack couldn’t have said it better.

“What was Twilight and Simba so upset about?” Rainbow wondered what happened trying to make sense of the harsh reprimanding.

“We saw Bupu. You saved him.” Bunga added.

“No, I didn't.” Kion shook his head. “Apparently, Bupu didn't need saving.”

“He didn't?”

“No he didn’t.” Kyoga repeated. “And you probably would have figured that out hadn’t jumped to conclusions like that which was what I have been trying to tell you earlier.”

“Kyoga please! At least have the decently to not to be too hard on him.” Rarity urged her to ease up since it’s bad enough that he got thoroughly torn a new one by both his best friend and father combined.

“You still think something's going on with Makuu?” Fuli gently asked.

“I... I don't know.” Kion couldn’t answer before walking away. “I need some time to think.” He retreated to his usual quiet spot where he consults with his grandfather’s spirit. “Grandfather Mufasa?”

“Yes, Kion?” Mufusa greeted before Kion explains while he is feeling downcast just when Princess Celestia flies by.

“Everything okay?” She asked after seeing how upset Kion is with himself.

“Hello, Princess. What are you doing here?” Kion asked in surprise to see her. “I thought you’d be helping out at the summit?”

“I was until both your father and friend came back very disappointed in you with something you did. Something about causing Makuu to walk out on them.” She explained. “So I figured I’d find out what happened exactly that led to this.”

“Oh…well…Everything’s fine expect…” He greeted while looking at both wise rulers in the eyes. “…My Dad and my best friend are really upset with me. And I'm worried that I ruined the summit. I didn't mean to. It's just... I was so sure Makuu wanted to ruin it.”

“And what has Makuu done to make you think this?” Mufusa asked.

“Well, he... He...” He tried to explain only to be left at a loss for words. “Nothing really. But I've got this feeling that something bad's going to happen. And that means stopping Makuu. Right?”

“It depends with what proof you have to make you think this.” Celestia replied to which Kion could not really give one single reason why he shouldn’t be trusted. “You did do that right?”

“No.” Kion shamefully admitted to which Celestia nodding seeing how this fell apart.

“Rafiki has a saying about reaching conclusions too quickly.” His grandfather reminded.

“Leap to conclusions, and you leap to confusions." He sighed upon remembering that along with what Twilight went through at the wedding. “Just like Twilight.”

“Yes.” Celestia nodded with another hint of regret for how she handled the situation back then. “Just like Twilight.”

“Perhaps, you need to figure out what's truly going on.” Mufusa kindly suggested.

“Without jumping to conclusions.” Kion smiled with this newfound wisdom feeling much better now. “Right. Thank you, Grandfather. Thank you, Princess. I'll do my best.”

“I know you will.” Mufusa voiced with great faith in him before disappearing in the clouds.

“And I have faith that you’ll make the right decision going forward.” Celestia warmly added while placing her wing on his back to which he kindly accepted before teleporting back to Mizumi Grove.

“Kion, Kion!” Bunga immediately alerted him with the Guard along with Mtoto following after him as soon as the princess teleported away. “Mtoto just heard Makuu on the attack! We gotta go!”

“What? Makuu's attacking? Mtoto?” Kion asked.

“Well, I heard something about an attack. I'm just not sure who's attacking who...” Mtoto honestly explained.

“It's gotta be Makuu!”

“Who else could it be?”

Both Bunga and Rainbow immediately theorized.

“Easy, Bunga, Rainbow.” Kion urged them against jumping the gun again. “Let's not jump to conclusions. Mtoto, can you listen again?” He then asked of the young elephant who managed to make out with his hearing…

“...going to pay. We'll do it tonight just after sunset!”

“They're going to do it tonight right after sunset!” Mtoto gasped.

“Who's going to do what right after sunset?” Beshte asked.

“I couldn't tell.” The young listener couldn’t answer.

“Come on, it's Makuu's big plot!” Bunga again urged him to advance on the antagonistic crocodile. “Whatever it is, it's happening tonight!”

“Okay. But so far, Makuu hasn't done anything wrong.” Kion reminded.

“Yes. But it seems like he's been at the center of everything Mtoto has heard today.” Ono acknowledged.

“So it means that Makuu is definitely involved in this somehow.” Applejack theorized.

“Yeah, well, he doesn't exactly get along with anybody.” Fuli pointed out.

“You're right, Applejack, Fuli.” Kion agreed while putting the pieces together. “Makuu does have a lot of enemies here. But he seems like he wants to change that. But even if he's ready to change, that doesn't mean everyone else is. Which means... What?” He asked himself before suddenly figuring it out. “Of course! Makuu's not the one planning something. He's the target.” Kyoga nodded in approval with his much clearly deduced analysis. “Lion Guard, we've gotta find Makuu and save him!”

The Guard then set out with this new approach before making to catch up to him just when he was making his way back home.

“Makuu!” Kion called out to him much to his aggravation.

“Leave me alone, cub!” He bitterly demanded.

“No Makuu, listen!” He urged him to listen this time. “You're in danger!”

“Are you gonna pounce on me again?”

“Relax, Makuu.”

“Yes, the Lion and Pony Guard are here to protect you.”

Both Bunga and Pinkie assured to which Makuu scoffed at the very thought.

“You? Protect me? I'm a crocodile! What could you possibly protect me from?”

Just when Makuu turned around to press forward he ended nearly falling into a hole which was mostly covered my fully covered tree branches when they all fell down into the hole. Luckily for him both Applejack and Beshte were both quick to stop him from falling over the edge and into the pu.

“Hapana! It's a trap.” Ono immediately realized.

“Kion... He's slipping.”

“Help us!”

Both Beshte and Applejack grunted with gritted teeth trying to maintain their hold on him with the others quick to jump in and assist them while Ono flies down to Makuu’s eye level.

“Hang in there, Makuu!” Ono urged the struggling crocodile resisting the fall.

“What's it look like I'm doing?” Makuu growled while giving the egret the stink eye for not seeing the obvious in front of him.

“Everyone, now!” Kion instructed everyone to use their teamwork into pulling and pushing Makuu out of the hole to which they all did through their slight struggles.

While at first surprised by what had just happened, Makuu returned a very grateful gesture to the Leader of the Lion Guard. “Thanks, cub.”

“You're welcome, Makuu.” Kion returned while Bunga examined the trap meant for the crocodile.

“You call this a trap?“ Bunga scoffed with what he is seeing as if he has seen better. “Not a very good one. I mean, who's gonna fall into... Whoa!”

No sooner than he said that he ended up falling in himself.

“Bunga!” Kion called after him.

“I'm okay.” Bunga called out from down below when Fuli comes over and takes a sniff at something strange.

“What's that smell?” Fuli voiced in disgust to which Rarity plugged her nose after getting a good whiff of its stench.

“I think it's rotten fruit.” Ono deduced upon examining the contents itself not that Bunga minds.

“Mmm! It's not that rotten.” Bunga happily told them although no one else not even Pinkie Pie was interested in giving it a taste.

“So...Somebody wanted me to fall into a pit filled with rotting fruit.” Makuu deduced upon seeing the trap he nearly fell into.

“I'm tellin' ya, it's not that rotten.” Bunga insisted while still munching on it to which Rarity and Fluttershy both turned away from seeing him do so to avoid the urge to throw up.

“Who would do this?” Makuu wondered.

“I'm not sure.” Kion answered before devising a way to go on about it. “But I have an idea how we can find out.”

Shortly afterwards, the Guard got together with everyone at the summit in Mizimu Grove where both Simba and Celestia allow Kion to make the announcement as part of his plan to string out the mastermind of the pit trap.

“Animals of the Savannah Summit, I'm afraid I have some bad news.” All of the animals gasped hearing this knowing something very bad did happen if expressed that way. “I don't know how to say this, but...It's about Makuu.” The Pride Landers leaders could not believe what they were hearing. Even if they did have negative feelings towards him they didn’t want to wish the worst for him to suffer through. “Earlier this evening, he fell into a pit.” Both Twiga and Vuruga Vuraga both secretly glanced at each other. “It was a serious fall. He tried his best to get out. He struggled bravely, like a true crocodile. But...” Kion slightly struggled with what to say next. “I'm sorry to say that Makuu has completed his journey through the Circle of Life.”

“What?” Twiga gasped in horror.

“That's horrible.” Ma Tembo voiced in shock.

“And we were so close to a deal...” Bupu voiced with regret for the way he treated him earlier.

“We never meant for him to get hurt.” Twiga innocently stated out loud thus exposing herself as one of the masterminds of the plot to which the other’s gasped upon this accidental confession.

“We just wanted him to fall into some rotten fruit!” Vuruga Vuruga also admitted her role in it to which earned further shocked gasps from the crowd.

“For the last time, it wasn't that rotten!” Bunga groaned in annoyance before continuing to munch on one the molding grapefruit in his hand to which the Pride Landers gasped for the third time in the row.

“You thought you could take me out with one little pit?” Makuu questioned the Pride Landers while revealing himself to be truly alive to which earned another gasp from the Pride Landers.

At that moment Bupu groaned and rolled his eyes in annoyance to this. “Enough with the gasping!”

“Well said.” Kyoga agreed.

“Makuu?” Both the giraffe and buffalo questioned in surprise while realizing they have been tricked it fessing up.

“Makuu, You're okay!” Bunga and Pinkie both exclaimed while acting relieved before hugging him.

“Bunga, Pinkie, you two knew that all along.” Fuli reminded him slightly annoyed at their cluelessness.

“Oh, yeah.”

“I know. I just like giving other’s hugs.”

Both replied with the latter having self-awareness before letting go of the crocodile giving her the weird-eyed expression for her affection before turning to both animals responsible for carrying out this pit trap against him.

“We didn't want to hurt you. Just make you smell bad.” Twiga stuttered while admitting first.

“The way you were strutting around here, we wanted to teach you a lesson.” Vuruga Vuraga added.

With this, Makuu then speaks his mind with how he was treated today. “I came to the summit to show I'm a good leader, to help my float and the Pride Lands, but none of you let alone a few gave me a chance.” He berated everyone expect those who did while Kion again bows his head in shame and the others hold their breath expecting the worst. “Instead, for my efforts, I get this. This plot...” Both Twiga and Vuraga Vuraga gasped in fear until he added. “Worthy of a crocodile. I couldn't have done it better myself.” He instead commended them with a pleased smirk much to their relief. “I say, let King Simba and Princess Celestia's Savannah Summit go on!”

Everyone cheers in excited agreement to resume the negotiations while Kion looks pleased with the results and restored faith and trust amongst everyone at Mizimu Grove.

“Nice work, Kion. You saved the summit.” His father congratulated him for his success.

“That sure took guts there.” Twilight added with a very pleased smile.

“Yeah, after I almost ruined it.” Kion replied in relief towards both of them with all things considered that led up to it. “And I’m sorry I didn’t listen to you.”

“Well, you managed to fix it, and that’s what counts.” His father assured him all is forgiven now.

“I couldn’t have said it better myself.” Twilight agreed while secretly giving Kion the narrowed eye glance when his back was turned upon seeing Makuu and Bupu speaking with each other for the third time ready to negotiate this time around.

“Makuu.” Bupu began ready to come to an agreement with him. “Perhaps, you and your float should spend the dry season sleeping near our watering hole after all.”

“What are you talking about?” Vuruga Vuruga however immediately voiced her disagreements with that. “The crocs will sleep by our mud wallow!”

“No. I think it should be near us.” Bupu argued back while they literally butt horns with each other to which Celestia immediately flew over to quickly intervene and resolve this.

“Now, now, there’s no need to argue. I’m sure we can come to an agreement here.” Celestia kindly urged them to calm down before turning to the lion king above her for extra assistance.

“Excuse me, son.” Simba politely excused himself to join them. “I need to get a handle on this before it gets out of control.”

As soon as Simba leaped in deal with it with Twilight watching over from where she is standing, Mtoto heard his mother’s voice calling for him just when Kion regroups the others.

“Mom!” He suddenly realized it was getting late with the nighttime sky and moon about to rise. “I forgot. I'm on my way home right now! Bye, everybody!” He said to everyone before immediately running back home.

“Ya know, I'm glad I can't hear like Mtoto.” Bunga gladly expressed. “I don't want to know everybody's business!”

“Who would?” Kyoga commented in agreement with that.

“Just as well.” Fuli also commented with the same mindset. “You'd look pretty silly with ears that big.”

“So would I.” Pinkie added while appearing with big elephant ear-sized props over her ears to which the Guard all shared another good laugh over it.

Author's Note

In this episode we have the annual Savannah Summit where Pride Land leaders get together to settle tough negotiations with the upcoming dry season approaching. Normally, negotiations are handled smoothly...

...but this year is different since Makuu has been invited to partake in the Summit. He comes saying to have turned over a new leaf, but of course given his past transgressions most animals aren't willing to trust him right off the bat. Not even Kion, nor the Lion or Pony Guard are willing to give him the benefit of a doubt.

For here, it is worth noting that Simba is fully aware of Makuu's villainous actions in the past and is not thrilled about it either, but since crocodiles are guaranteed a spot in the Summit he doesn't have much of a choice in the matter. But nevertheless not without caution with Princess Celestia assigning her faithful student to keep an eye on him.

Although Kion being quick to jump the gun accuse Makuu even when he has no proof has created some similar issues not to long ago, which led to him being reprimanded for doing so by Twilight and to a lesser yet less harsher extent his father. And boy oh boy, Kion sure got a harsh talking to from his best friend similarity to how her brother did the same. And yes, Simba too wasn't pleased with his son's behavior but he wasn't as cold and harsh as Celestia was to Twilight. Not helped that it showed to Twilight that he didn't trust her judgement again.

One of the things when I found between watching this episode was pretty much the Canterlot Wedding done right without the villain twist and proven true when Makuu was genuinely sincere with wanting to reform only this time Kion is now in Twilight hooves getting to see what it was for her when she got harshly admonished for her behavior at the wedding and it is only Kion's choice in preferring to being alone when feeling upset with himself.

And true to form, Kion does find a way to fix all of this and now everyone is willing to give Makuu the benefit of the doubt in that he is truly a reformed croc.

Next up is "Sleepless in Ponyville." where the Cutie Mark Crusaders go on a camping trip with their big sisters where Scootaloo hopes to get the Guard's Fastest, Rainbow and Fuli to share that bond too along with them taking her up as her big sisters.

Episode 8: Sleepless in Ponyville

Episode 8:

Sleepless in Ponyville

On a nice day, Scootaloo is out performing her awesome mad scooter skills during her ride through Ponyville. She sped through and dodged every pony and Pride Lander she nearly came across during her ride with some of them smiling for her since she is really that skilled. And so skilled that she was able to use a broken crashed cart as a ramp that sent her flying across town all the way over to Sweet Apple Acres.

“Whoo-hoo!” She cheered just when Rainbow Dash and Fuli both run and fly by.

“Nice moves, kid.” The speedy peagsus complimented while sipping her drink while flying backwards.

“Nice moves? Rainbow Dash thinks I've got–“ She said to herself before dropping to the ground.

“Nice moves.” Fuli finished while bumping the peagsus’s landing to the ground as opposed to the hay pile

“Yes...nice moves!” Scootaloo felt even more pleased that Fuli is giving the same nod of respect along with Rainbow Dash.

Shortly afterwards, Scootaloo would make her way back to the clubhouse where her fellow Crusaders are playing tic-tac-toe.

“...Then, all of a sudden, I'm airborne! And Rainbow Dash along with Fuli look over and was like, "Nice moves, kid."” She finished recalled what happened back then.

“Woooow.” Apple Bloom remarked in amazement.

“They really said that?” Sweetie Belle asked the little filly who goes on and on how much she looks up to them.

“I mean, it's like they practically told me they wanted to take me under her wing, teach me everything she knows, and become like my big sisters!” She further expressed of what she thinks this means for her even though her fellow Crusaders don’t feel the same way.

“I dunno about all that.”

“It was a really nice compliment and all, but...”

Her friends commented which trying to find the right words not to discourage their friend.

“I know, I know.” Scootaloo acknowledged. “But all that stuff I said could happen, right?” She then asked with a hopeful smile.

“Sure.”

“Absolutely.”

The two replied just for the sake of appeasing her when she looks out to see Rainbow Dash tackling the clouds outside with Fuli keeping pace with her on the ground.

“I just need to find a way to spend some time with them, y'know, so they can see more of my awesomeness.”

“Well... Applejack and I are supposed to be campin' up at Winsome Falls this weekend with both Kion, Beshte, Kiara, and Mtoto.” Apple Bloom thought of an idea. “Maybe I could get my big sis to invite Rainbow Dash and Fuli, and then you could come, too!”

“Really?!” Scootaloo felt very eager with that proposal when her tiny wings flapped hard hearing that.

“Sure!” Apple Bloom replied with the little unicorn feeling a little left out.

“I wanna go...” She sadly expressed.

“Well, duh, of course you can go!” Apple Bloom reminded.

“And I'll get Rarity to come too!” Sweetie then proposed thinking this as another opportunity to spend time with her. “Rarity loves camping!”

“I despise camping!” Rarity voiced otherwise while shaking her head at the thought. “All of that...” She shuddered. “...nature.”

“Applejack's going with her little sister.” Sweetie Belle pointed out before turning away sadly. “But, y'know, if you don't wanna spend time with me...” She added with buttoned up eyes to which even her big sister couldn’t refuse to say no to her.

“Oh, all right!” She gave in to which Sweetie Belle happily smiled hearing that. “Ooh! Of course I will need to find an outfit more appropriate for 'roughing it'. Ooh!” She then thought of before getting herself ready for this outing just when both the other Crusaders emerge from their hiding spot in the nearby closet.

“See? Told you she'd wanna go.” She told the silently stunned yet impressed fillies that she was able to pull the strings quite efficiently before trotting off ahead.

Sometime later, both Apple Bloom and Scootaloo grouped with Applejack, Kion, Kiara, Mtoto, and Beshte who all had their luggage on their backs.

"Apple Bloom, Scootaloo!"

"Kiara!"

"It's so good to see you girls, again!"

"You too, Kiara!"

The three traded before the young princess ran up to greet the happy fillies.

"Been getting into a lot of trouble, lately?" She asked in a teasing manner.

"No..."

"Not really..."

They returned rather flustered before being patted on the back by the lioness in a friendly manner to remind them she was just teasing.

Much like Kion, Kiara has a pretty good relationship with the Cutie Mark Crusaders. And during the time they took up residence in Pride Rock, she allowed them sleep beside her after they hit rock bottom during the Gabby Gums scandal. For her it was one night of Apple Bloom and Sweetie Belle nuzzling their heads on both of her sides with Scootaloo sleeping on top of her back but she was willing to allow it after everything they went through that day.

“You packed bug spray?” Applejack asked her little sister to remind her.

“Yup.” She replied while briefly pulling up said canister of spray. “You got the canteens?”

“Yup.” Applejack responded with a similar reply. “Looks like we're all set then.”

Just then everyone was all taken aback by the sheer tall height and large amount of luggage that casted a shadow over them.

"Whoa! Wha...what is that?!" Mtoto fearfully asked before stumbling backwards upon seeing the growing shadow approaching them, to which Beshte was quick to smile and assure him he has nothing to worry about.

"It's okay, Mtoto. Look!"

Unsurprisingly, it was Rarity’s luggage who was currently wearing her “stylish.” camping outfit more fitting for summer weather with her little sister grunting and doing the heavy labor of carrying all of her belongings.

“Hey!” She greeted them all to which Kion had his head shaking at the typical fashionista.

“Typical, Rarity.” Kion said to himself

"Geez, is this a camping trip or a summer outing?" Kiara asked her brother while cracking an amused smile before sharing a chuckle together knowing their friend before Applejack approached her.

“Gee, Rarity, did you remember to pack?” She sarcastically asked to take a jab at her large luggage with a teasing smile.

"For a few days or a few years?" Kiara jabbed to which had her, Applejack, and Kion laughing out loud together to which Rarity rolled her eyes in response.

“Oh, well, let's see who gets the last laugh when you're absolutely desperate to curl your lashes, and you realize you didn't bring your eyelash curler.” Rartiy responded while batting her eyelashes before putting on her sunglasses.

“Well, looks like we're all set now.” Applejack then said while Scootaloo looks around for two more campers she expected to see right about now.

“Everything okay, Scootaloo?” Kion asked the filly ahead of them.

“But what about Rainbow Dash and Fuli? Aren’t they coming?” She asked while fluttering her wings.

“'Course they are, sugarcube. They’re gonna meet us up at our first campsite.” Applejack answered before they set forward on the trail.

“Oh.”

“Alright, everyone, let's go!” Kion led the way alongside Applejack with Sweetie Belle following from the back due to all of the weight she was carrying.

Even with all of the grunting she did, she did not stop smiling, although both Kion and Beshte felt like she still shouldn’t be doing this alone.

“Here, Sweetie Belle…” Kion offered while having her stop for a moment. “How about you let me and Beshte handle this?”

“That would be nice.” Sweetie responded not arguing there.

When she came to a complete stop, Beshte took control of pushing the wagon from behind while Kion took the reins up front.

“Poa! This is heavy!” Beshte remarked upon feeling the weight of Rarity’s belongings.

“Wow, Sweetie Belle.” Kion commented while grunting from the weight he now had to carry. “You sure a strong filly for managing all of this up to this point.”

“Why, thanks, big brother.” Sweetie Belle returned acknowledging it was still worth it to get Rarity to join her.

It took some time, but everyone was all able to make it up the mountain where their camping site is set to be.

“Oh, are we there yet?” Rarity whined to which had some of the crew annoyed particularly Applejack and Kion who more on his back to deal with already.

“The last thousand times you asked that, the answer was no.” Applejack irritably answered before gesturing to their destination just when both Rainbow and Fuli both appear with the former leaving a trail of rainbow behind her. “This time, it's actually yes. There's Rainbow Dash up there right now.”

Upon seeing everyone else arrive, both the Guard’s Fastest immediately got to work setting up their camping site. With a super speedy kick, Rainbow was able cut down some logs from the trees that all managed to land down on their roots without falling over for seating for the fireplace. And with a quick swift jump into the nearby stream, Fuli was able to gather rocks they need to set up their fireplace. All without getting having any water drip on her fur.

“Hevi Kabisa.”

“Poa!”

Both Kion and Beshte remarked in amazement at their quick timing while Scootaloo prepares for her opportunity to properly met her idols.

“Alright, Scootaloo, just play it cool.” She said to herself before making her way towards them. “Hey Rai–“ She began before she ended up tripping over a log she didn’t see in front of her before she dropped her stuff, briefly balancing on a log, before spinning across the water and up the tree back to the ground while narrowly taking Rainbow’s head with Fuli there to quickly catch the filly on her back.

“Hey, Rainbow Dash! Fuli!” She then greeted trying to play it cool. “What's up?”

“Fine.” Fuli returned with a raised eyebrow showing more concern with her well-being after what had happened.

“What took you guys so long?” Rainbow asked turned her head to the rest of the group.

“Yeah, once again, I had time to clean myself up.” Fuli remarked while licking her paws.

“Well, some of us didn't pack as light as the others.” Applejack answered with a glare directed at the pony filing her nails while Kion and Beshte finish bringing the unicorn’s wagon to their camping site. “So we were slowed down a bit.”

"And by a bit we mean significantly slowed down." Kiara added in a deadpan manner.

Even though they both managed find pulling that, Beshte had to sigh in relief while Kion gave Rarity the stink-eye for putting them along with Sweetie Belle through of all that.

Nevertheless, everyone got their camping tents all set up, four tents for four pairs. One for the Apple Sisters, one for the unicorn sisters, one for the lion siblings, one for Beshte and Mtoto, and one for the Pegasus ponies and the Lion Guard’s Fastest.

“Looks like you'll be sharing a tent with us, huh?” Rainbow commented to the filly sharing the same log as her with a nudge with Fuli sitting beside them.

“Heh, if that's okay with you both.” Scootaloo returned with a shrug.

“Of course.” Fuli voiced having no problem with it.

“Sure!” Rainbow voiced that she’s cool with it too. “Long as you don't snore. You don't snore, do you?” She then slightly seriously asked of her.

“Nope. No way. Not me. Never snored a day or night in my life.” The filly honestly responded with a slight nervous laugh.

“Then you and I are gonna get along just fine.” Rainbow said in response before she along with everyone drop their jaws at the sight of Rarity setting up her tent, fit for a sophisticated alicorn princess like Princess Celestia. “You have got to be kidding me.”

“What is she a princess or a fashionista?” Kion rhetorically asked.

“I’m pretty sure she’s a fashionista.” Beshte answered not understanding that it was a rhetorical question.

“Well, she sure seems to think highly of herself.” Kion returned while turning to the unicorn now on the balcony of her luxurious tent.

“Sweetie Belle, do be a dear and see if you can find some fresh flowers for my bedside vase.” Rarity asked of her while dropping her special vase down her way.

After the vase bounced from top cover of the entrance of the tent, Sweetie was able to catch it when it bounced in her direction before setting out to do so.

“Scootaloo…” Rainbow began while mimicking the fashionista. “…do be a sweetheart and see if you can gather some firewood.”

“Pretty please?” Fuli added while taking a crack at mimicking her voice to which both Scootaloo and Apple Bloom along with Mtoto and Kiara found their impersonation of Rarity pretty funny.

“Seriously though. Can you get us some wood for the fire?” Fuli then seriously asked in her normal voice.

“Of course!” Scootaloo happily obliged to their request before setting out to do so.

Sometime later in the night, they all got the campfire all set up with every ready to sit together on the logs with Rarity preferring to sit back on one of her couches.

“Okay, everybody get comfortable…” Rainbow told everyone when Sweetie Belle hands her older sister her cup of tea before joining her fellow Crusaders sitting together on one of the logs. “…'cause I'm about to tell you the best story you've ever heard.”

“Is it about the time when Fuli had wings, and then they got ruined, and then you saved her from plummeting to her doom?” Scootaloo eagerly asked to which Fuli glanced aside with a slight blush on her cheeks while borrowing a pair of Rarity’s sunglasses to hide her embarrassment over her own personal gamble to help Rainbow fly better.

“Okay, maybe it's the second best story you've ever heard…” Rainbow then continued. “But probably still the scariest.” She said while hovering over the Cutie Mark Crusaders in a spooky tone. “You like scary stories, right?”

“Mm-hmm.” Scootaloo nodded before the speedster begins telling the story.

“It all happened on a night just like this one, in a forest, just like this...” She began while flying up higher and higher in the sky. “...And then, The Olden Pony asked,” She added while mimicking a female elderly pony. “Who's got my rusty horseshoe?"

“Not me!” Sweetie fearfully exclaimed while huddling together with the other Crusaders for a group hug.

“You do!” Rainbow shouted right in front of the girls with Apple Bloom, Sweetie Belle, and Mtoto screamed off the top of their lungs before fleeing.

Even though Scootaloo deep down was scared to the core by that story she tried her hardest not to show it. “Something in my throat. I wasn't scared at all, heheh. Good story.” She feigned with slight laugh to which Fuli gave her a look that says it all of what she truly thinks not fooled by her lie but still smiled knowing she’ll come around soon.

“Knew you wouldn't be scared.” Rainbow said while ruffling her mane before flying up to the flagpole of Rarity’s tent. “The way you jumped that cart the other day, you're like me – fearless.”

“Yeah. Fearless.” She briefly expressed the same sentiment though her visible fear shows upon hearing a nearby owl hoot before being patted on the back by the cheetah behind her with a warm smile.

“Don't worry. Rarity is here to keep you safe and sound.” Rarity assured her little sister still shaking in fright while coddling her.

"So is the Lion Guard's Strongest." Beshte said to the frighten elephant hiding behind him.

“Think it's about time for me to hit the straw.” Applejack commented with a yawn before moving to retreat to her tent before noticing her little sister trembling and holding onto her body. “Don't you worry, little sis. There's no 'Olden Pony' in our tent.” She assured before making her way inside their tent.

“Yep, now let’s get some rest.” Kion said in agreement before letting Beshte go inside their large tent before joining him inside.

“See you all in the morning.” Beshte said while getting inside.

“Haa, that sure was funny, wasn't it?” Scootaloo commented with a nervous laugh. “Heheh. How they were all afraid of The Olden Pony? Heh, but not me, heh!“

“Oh really?” Fuli questioned with a smirk that says otherwise.

“That's because you're tough, just like when I was your age!” Rainbow returned to Scootaloo while giving her a little tap on the shoulder to which she rubbed her arm rather affectionately.

Just then, Fuli put out the fire with a bucket of water to which startled Scootaloo for a second before she quickly regained her composure still seeking to maintain the cool and tough exterior to Rainbow Dash.

“I'm hitting the sack. Come in whenever you feel like it.” Rainbow said before flying inside their tent leaving both Fuli and Scootaloo alone out in the open with the latter’s confident exterior crumbling upon seeing the eerie darkness around her.

“You all right?” Fuli asked once again noticing her sudden anxiety from their surroundings.

“Yes of course…” She quickly responded with a forced smile. “…Just my imagination...”

“Okay.” Fuli returned still unconvinced. “Just keep in mind you can talk to me about anything if you want and I won’t judge you either way.”

“Okay.” Scootaloo just said to get the cheetah to go inside with worrying all over her to which she reluctantly did so deciding it was best to let her open up of what’s driving her crazy rather than forcing it out of her.

“And that isn't the thundering stomp of The Olden Pony...” Scootaloo then said to herself further spooked by the eerily winds along with the nearby wolf howling before rushing inside the tent just when Fuli was getting herself comfortable inside.

Inside the tent, Rainbow Dash was already fast asleep and snoring on top of her sleeping bag while Fuli gets herself comfortable to sleep in the open center of the tent.

Scootaloo tries to get some sleep but even with the safety of her idols, she is still plagued by voices in her head.

“I-Is anyone out there?” Scootaloo frighteningly asked while peeking her head out of the tent.

She then got startled when she thought she heard voices nearby before running off ahead from what she thinks is The Olden Pony.

She was now terrified for her life upon being stalked by the red-eyed stranger while running for her life. She then slowed down thinking she gave her slip while briefly stumbling across a tree with a scary mouth similar to the one the Guard came across some time ago. But then when she turned around…

“Who got my rusty horseshoe?” The Olden Pony questioned to which the filly screamed and retreated to her tent for safety while briefly catching a glimpse of the dark blue-coated alicorn princess, Princess Luna.

“Rainbow Dash–?” Scootaloo urged her to wake up only to be greeted by The Olden Pony.

“You do!”

Scootaloo yelped out loud once more before waking up thus revealing what she thought she went through was really just a dream.

Even though she has nothing to be worried about, Scootaloo still can’t help up shake in paralyzed terror not too scared to go to sleep.

Fuli catching this with one open eye, makes her way over to the terrified Pegasus and places a soothing tail on her back which helped her fall fast asleep before moving back to sleeping space.

“It’s okay.” Fuli whispered to the now sleeping filly. “I’m here for you.”

Hopefully, she’ll open up that the scary story she told earlier is really making her paranoid. Hopefully…

The next morning, the group starts packing their belongs where the Apple Sisters along with the Guard’s Strongest and Fiercest immediately get to work with Rarity lounging on her chair when Sweetie Belle hands her older sister her breakfast. At the same time both Rainbow Dash and Fuli have waken up along with Scootaloo.

“What's that noise?” Rainbow asked with a yawn. “Is there a bug in here?” She wondered before turning to Scootaloo. “I dunno about you, but I slept like a filly.”

“Yep, Best night ever.” Scootaloo replied while turning back carrying some baggage over her nightmare last night.

“Glad you're rested up, because we've got a long trek ahead.” Rainbow replied when she opened up her tent so she can help start packing and head on over to their next stop. “Totally gonna be worth it when we get to Winsome Falls.”

“Yeah... Totally...” Scootaloo replied with a forced smile and a slight twitchy eye just when Fuli got to work packing their sleeping bags while seeing that the dream is still creeping her out.

She none of the less didn’t say anything about it for now and resumed packing so everyone can get going sooner.

In no time at all, everyone was back on the trail with the Apple Sisters leading the way with Rainbow right behind them and of course Rarity trailing right behind them. But knowing her, she decided to lounge on the way over with Sweetie Belle pushing it up the trail with both Kion and Beshte carrying her cart of luggage.

“Ohh... Am I sweating? Oh! I think I'm sweating!” She then exclaimed when she sweat indeed dripped on her face when it was really from her little sister from pushing her uphill along with helping carry her luggage. “Oh, uh, but it's absolutely worth it to get to spend time with my little sister.” She smiled at her little sister assisting her along the way. “It's just that this cart feels like it's getting heavier all the time!”

“Gee, I wonder why?” Kion grumbled with an annoyed glare directed at Rarity. “Maybe if you got moving on your own four hooves we’d be moving a lot quicker.”

“I don't care if that's cart's as heavy as a pack of mules. If we don't get a move on, it'll be dark before we get to the campsite!” Applejack commented to which woke the still tired filly sleeping on the back on the cart.

“Dark?!” She immediately got her helmet and scooter together before riding off ahead. “I'll just ride ahead and make sure the path is clear. We don't wanna be out here after dark, right?”

“Doesn't matter to me.” Rainbow shrugged.

"Just be careful and stay on the trail!" Kion cautioned before turning to the cheetah with a serious look who nodded in response to what he wants from her.

“Well, y'know…” She said while gesturing to the other Crusaders. “…it's for the scaredy-ponies, heheh.”

Scootaloo then rode off ahead with Fuli following after her to make sure she doesn’t break a hoof out there alone.

Of course, with not enough sleep under her belt, Scootaloo didn’t have enough energy to stay completely focused with her eyes on the road. She started to fall asleep while riding until she felt her scooter bump a rock on the path.

“Don't fall asleep now... We've got to get to that campsite before dark...” She tried to tell her before falling asleep and nearly going over the edge before making a jump of a water crossing with a pony-hungry alligator there ready to eat her only for her to mindlessly cross over no problem.

Fuli managed to repeat the same feat with her eyes focused on the filly unknowingly endangering herself.

“Don’t even think about it!” She warned the alligator while briefly leaping on his snout before moving to keep pace with the scooter riding filly who managed to accidentally snag a bear’s lunch.

She quickly moved to obtain the fish before sending back towards the bear so he can enjoy while shouting “Sorry!” in his direction before witnessing Scootaloo ride her scooter through the inside of a log spinning across the top of a sharp edged rock in the middle of the nearby stream of water.

She then flew up into the sky briefly when her scooter tripped up and sent her flying to which Scootaloo naturally cuddled to herself like she is hugging her pillow until Fuli caught her on her back just when the others walking on the trail happen to witness it.

“Um... don't come this way!” Scootaloo said to everyone quickly after waking up again. “Take the path! It's, heh, way better than going through the bushes.”

Everyone still pressed forward without another word with Fuli placing her tail on the filly to urge her against getting off of her back.

“Probably for the best along with you resting for the rest of the walk over.” Fuli suggested. “Because you look like you haven’t gotten enough sleep last night.”

“But I’m not tired….” She attempted to protest only to fall asleep on her shoulders after a yawn.

“Sure you are.” Fuli said with a knowing smile to which both Kion and Beshte smiled seeing that she is really showing a soft side to this filly before all pressed forward with their journey together.

Although it didn’t last long when Applejack stepped on a twig when she was wondering why the filly couldn’t sleep last night. Scootaloo startled by the sound, ending up jumping off of her back onto one of the high clouds, before plummeting hard back towards the ground when part of the cloud she was hanging onto broke off. Once again, Fuli was there to catch her again.

“You're more nervous than a worm in an apple on cider making day. What gives, Scootaloo?” Applejack asked the filly who quickly tried to maintain her unflappable demeanor.

“Heh, nothing, just thought I heard something, aheh.” She denied being spooked before finding herself jumpy after hearing a nearby owl hooting.

“Easy, Scootaloo.” Fuli urged her to calm down, using her tail to keep her from running off. “It’s just an owl.”

“Oh.”

“You sure you're okay?” Applejack asked once more, clearly seeing that something is really bothering her deep down her dark shadowed eyes. “You seem a little jumpy.”

“Just getting my exercise!” She quickly replied. “You know how important it is to stretch out those hindquarters every so often, aheh.”

“Yes, but not when you’re still not well-rested.” Fuli commented with concern in her voice before turning to Rarity’s luggage and quickly leaped in for a brief rummage in search for something.

“Hey!” Rarity complained. “And just what do you think you’re doing with my earmuffs?”

“Borrowing them so Scootaloo can sleep the rest of the way over.” She answered while placing them on the orange pony’s ears who then got comfortable sleeping on the cheetah’s back without any further interruptions up the trail.

Rarity pouted in annoyance that she did so without asking but deep down to her element she probably would have said yes if she did either way.

“There you go.” Fuli said to Scootaloo. “That should help you sleep long enough for so to get up the mountain.”

While Scootaloo yawns and makes herself comfortable on Fuli’s back, the others couldn’t help but notice that she really is taking a rather sibling-like approach to her.

“You know…” Beshte began. “…for someone not into being so gentle. You sure have a soft spot for Scootaloo don’t you?”

“What do you mean?” Fuli asked caught off-guard by that question.

“You know…” Kion said with a teasing smile. “…the way you look after her and allow her to sleep on your back.”

“She’s just really tired.” Fuli defended trying not act flustered by their approach. “And I’m just doing her favor in helping her get well-rested.”

“Uh-huh, sure.” Applejack replied unconvinced while gesturing to the filly on her back. “In a big sister way.”

“So what?” Fuli responded finding it no different than doing her a simple favor.

“Point being you sure look out for her like a big sister.” Applejack responded to make her point. “And there is no shame in that.”

“Really?”

“Of course.” Sweetie Belle agreed. “I mean I look up to Kion as another big brother I can count on when I need help along with Apple Bloom.”

“And we all have that kind of relationship with Twilight.” Apple Bloom added. “And she likewise returns the favor too.”

"Point being, there's no shame in sharing a big sister-like relationship with someone even if you're not related to someone." Kiara pointed out while turning to her younger brother who smiled back. "As long as you look out for each other and show that you care for each other you have one very special bond with someone who looks up to you."

“Okay, but again I’m just doing this so she is ready to have fun for our camping trip, remember?” Fuli then said to remind everyone it’s just for a friend.

“Of course.” Beshte replied to assure they are not putting any pressure on her. “And you know we weren’t trying to push you around or make fun of you. We just think it’s really nice that you care for her since she really looks up to you and Rainbow Dash is all.”

"You really do have the same bond over speed and doing daring stunts." Mtoto added in an encouraging manner.

“Yes, I’ve heard she really does.” Fuli acknowledged. “She even started their own fan club of me and Rainbow Dash.”

“They do?” Rainbow asked with faux surprise.

“Rainbow, you were there.” Fuli reminded not fooled by his attempt to act surprised.

“Of course.” She said with a playful grin. “Just goes to show how awesome I am.” She added while flexing her muscles.

“Yep, along with the club’s president who looks up to you as her big sister too.” Fuli added to remind her of that too.

“Well, what can I say?” Rainbow returned feeling impressed that she feels that way of her too. “She really does idolize me.”

“You could say and return that if you feel that way about her.” Fuli suggested before seeing the knowing looks the others are giving her since she is the one giving advice here. “By following my example when we get there.” She added to which got them seeing the real Fuli deep down her tough exterior.

“Maybe we should.” Rainbow considered it while they make their way forward.

The group managed to get to their destination just when Luna’s moon rises to the sky. By then, Scootaloo was now fully rested and ready to resume enjoying their camping trip.

“No need for tents tonight, y'all. We'll just take shelter in that cave.” Applejack told everyone with Scootaloo once again worried for her life upon hearing that’s what everyone is going to do.

“All right!” Rainbow eagerly expressed her excitement over the idea. “A deep, dark cave! Perfect for the story I've got for tonight. All we need is a campfire, and we're good to go.” She added in Scootaloo’s direction.

But once again, Scootaloo’s hope of feeling better and looking forward to it quickly vanished with the scary story reminder yet again.

“Uh, of course...” Scootaloo nervously replied with emitting a frightened gulp. “I'll be right back with lots of firewood from the deep... dark... not-scary-at-all forest!”

“Thanks.” Rainbow returned while Fuli watches on seeing the filly run off ahead.

“I’ll be back.” She excused herself. “I’m going to make sure she doesn’t get lost in the darkness.”

She quickly rushed off ahead to where Scootaloo has went off to and she saw she never really got very far ahead in her search since she managed to get behind the wagon with only a handful of twigs in front of her.

“Okay. I can do this.” Scootaloo said to herself. “On the count of three, I get those branches. One... two... three!” She is still standing on the spot before sighing and kneeling down on the spot still frozen in fear. “Here, branches branches branches...” She tried to literally reach out to them to come to her.

“Seriously?” Fuli quipped to herself before walking forward into the darkness ignoring the multiple pairs of eyes Scootaloo was seeing in her mind before fetching three big logs from behind the bushes. “For the record, branches don’t come to you on their own.” She casually told her.

“Oh, right, right.” She replied with an embarrassed chuckle before groaning at herself for letting her anxiety get the better of her before joining her back at their camping site.

“Bbbbrrr! Hoo-wee! It's colder than a timber-wolf's toenail. Bbbrr! Where's that Scootaloo and Fuli?” Applejack expressed while shivering her fur off from the chilly winds.

“Right here.” Fuli reported while presenting and placing the firewood into the center of their fireplace gathering. “And we are ready to get warm and listen to another campfire story?”

“Yep.” Applejack nodded before getting the fire started where Scootaloo wasted no time in joining Fuli and Rainbow Dash on the log they were sitting on with the former placing her tail on the filly’s back to assure her it’s okay.

“Now, where was I?” Rainbow said before beginning his story. “Oh yeah, the scary part.“ She began speaking in a spooky and sinister voice accompanied by an evil laugh.

Both Apple Bloom and Sweetie Belle sitting next to their big sisters on their sitting logs were both scared but were both eager to hear it in contrast to Scootaloo who wanted to try to avoid hearing another scary story.

“Hey, I have an idea!” She immediately proposed. “How about I tell tonight's story?”

“Alright, just make sure it's a horrible one.” Rainbow relented while resting her hooves onto the log while the other big sisters wrap their hooves around their little sisters.

For once Rarity was willing to forego her preferred chair in favor of being there for her little sister.

“There once was a really really nice pony who lived in a bright and sunny land, where there are rainbows every day, and lots and lots of happy friends, and–“ Scootaloo tried to tell a happy story which had everyone exchanging odd looks with each other until Rainbow interrupted her mid-sentence with a hoof in her mouth.

“No offense, but it's not a real campfire story unless somepony's shaking.” She kindly stopped her while gently ruffling her mane again before resuming her scary story.

“I've been told that these very woods are haunted...by The Headless Horse! It gallops only at night–“ Rainbow began with her shadow growing taller behind her.

“If it doesn't have a head, then how in tarnation does this pony know where it's goin'?” Applejack briefly interrupted to question.

“It's headless, not brainless.” Rainbow answered before resuming her story. “...looking for little lost ponies–“ She said in a spooky tone while sneaking up behind the Apple Sisters.

“So where's its brain?” Applejack again asked pointing out the major thing someone needs in order to actually be alive.

“And how can it be alive without a head and a brain?” Kion also asked trying to find the logic in it to which Rainbow groaned in annoyance.

“What are you? Ono’s psychic?” Rainbow asked.

“Yep.” He nodded just to mess with her to which the others shared a hearty laugh over it to which had the rainbow-maned peagsus feeling like she had walking her mouth into another joke.

“Just let me tell the story?” Rainbow asked of the lion cub being a smart-flank.

“Sure thing?” Kion obliged to her request with a smirk unable to stop teasing her.

“Anyways…” Rainbow said before continuing. “Fear was dripping from the air...” She said in her spooky voice while everyone watches on with eyes of intriguing interest waiting for the scary parts of the story when Rainbow’s face is shadowed by the rising moon. “...and they were never heard from ever again!” She then finished telling to which Sweetie Belle gasped after hearing the story.

“Never?”

“Never.”

“Hevi Kabisa.”

“Poa!”

"Wow!"

Just then fire sparked which spooked Apple Bloom and Sweetie Belle before they both giggled and hugged their older sisters after finding it a very good and scary story along with Mtoto who did the same with Beshte. Scootaloo on the other hoof was scared silly and trembling behind her log to which Fuli could only pity the poor filly for her prideful nature preventing her from opening up about it.

"Wow!" Kiara voiced after getting over her wide eyed shock from having listened to her story. "Now that truly is scary."

“Once again, you've impressed me.” Kion remarked very impressed.

“Well I am awesome at what I do…” Rainbow proudly responded. “…because even the bravest of the bravest gets scared sometimes.” She smugly added recalling their little ‘encounter’ with the Zimwi.

“Don’t push it.” He lightly warned her with a half-serious grin.

“Don't worry, you'll be safe with me tonight.” Rarity reassured her little sister clinging onto her while returning the hug in kind.

Scootaloo then realized it was that time of the night yet again. Something that she is not looking forward to. “It's not time for bed yet, is it?” She desperately asked of someone to tell her otherwise.

“'Fraid so, Scootaloo.” Applejack honestly answered.

“Sorry, Scootaloo, but it’s that time of the day.” Kion repeated while gesturing to the late night sky up ahead although the filly is not done desperately trying to get out of it.

“Uh, but we haven't even sung any campfire songs yet!” Scootaloo desperately pointed out with a forced grin.

“You don't have to ask me twice!” Sweetie Belle eagerly voiced with one on mind.

“Ninety-nine buckets of oats on the wall, ninety-nine buckets of oats!

Take one down, pass it around, ninety-eight buckets of oats on the wall!

Ninety-eight buckets of oats on the wall, ninety-eight buckets of oats!”

She began before going through all ninety-nine verses of the very long song to the point everyone dozed off. The sole exceptions were Scootaloo who was the only one enjoying the song if that meant staying up late and Fuli who wore the earmuffs she briefly borrowed from Rarity to mute out her out of tune singing until she was done.

“Take one down, pass it around, you've got zero buckets of oats on the waaaaaaaalllllll!!!!”

She concluded her song with a very high note which woke everyone up from their brief nap before falling asleep herself.

“At least she finished on a high note.” Fuli smirked to which Kion rolled his eyes at the joke before Rarity levitates her sleeping little sister on over inside the cave with her.

"Well, time to go to sleep." Kiara declared before moving along with her brother so they can find someplace to sleep together in the cave.

“Good night, Sweetie Belle.” Rarity sweetly said to her before going inside.

“Good night, y'all.”

“Good night, y'all.”

The Apple Sisters each said while everyone makes their way inside with tired eyes.

“Sleep tight.”

“Sleep tight.”

Applejack and Rainbow exchanged to each other.

“See you all in the morning.” Kion told everyone.

“See you all then.” Beshte returned while letting loose a big yawn.

"Good night!" Mtoto called out with a small yawn.

Fuli is the last to walk inside but not before noticing that Scootaloo is the only one who hasn’t moved inside the cave with them.

“Scootaloo, aren’t you going to join us for some much needed sleep?” She asked with a concerned eyebrow raised in her direction.

"Oh, just one more song! Anyone?” She pleaded to everyone trying to get themselves settled down before they sleep. “How about a dance contest? I know you love to cut a rug, so how 'bout we mess up a cave floor? I have a brilliant idea! Hide and seek! Who's with me?”

Apple Bloom yawned in response. “Maybe tomorrow.” She politely declined before crashing face-first into her sleeping bag much to Scootaloo’s disappointment.

“Aww.”

“Seems like you don't really wanna go to sleep tonight.” Kion noted. “Is there some reason why?”

“Pfft, of course not!” The filly dismissed his concerns while gesturing to the Guard’s Fastest. “I just love camping and hanging out with Rainbow Dash and Fuli so much that I don't wanna waste a single minute with sleep!” She faked a yawn. “Heh, silly sleep.”

“That's cool and all, Scoot…” Rainbow acknowledged before putting on her ear-plugs before turning away to go asleep. “…but this pony needs her shut-eye and she needs it now!”

“Ugh, this is so unfair...” Scootaloo grumbled before moving towards her sleeping bag.

“It’ll be okay…” Fuli gently said to her with a paw on her shoulder. “…we’re all just tired from our long journey and we all just need to get some sleep is all.”

“But what about you?” She asked desperate for something to stay awake.

“Nothing to worry about.” She replied confidently. “I’ll be right by your side while we sleep together. Just try to make sure you stay inside the cave, okay?”

“Okay.” Scootaloo reluctantly obliged before they both got settled together in their sleep. “I'm falling asleep...”

When Scootaloo fell asleep she suddenly finds herself having the same dream again. The same eerily forest with similar hoof steps approaching her, getting louder and louder with every step.

This spooked Scootaloo into walking away from the source of the sound before running off as fast as her legs can carry her.

“If The Headless Horse catches me, I'm never gonna be heard from again! And I wanna be heard from!” She stated in a frantic frenzy to avoid the creepy stalkers before accidentally tripping off a tree root she didn’t see and ended up tumbling down the cliff.

Said hoof steps she heard seconds ago, closed in on her and appeared at the top of the cliff from the shadows of the moonlight.

“It's all over!” She cried hysterically upon seeing the Headless pony from Rainbow’s story in the flesh advancing on her at his mercy. “Aaah!”

She buried her hooves into her face to brace herself for the worst before hearing the voice of the body speak to her.

“A warm welcome to you, Scootaloo.” The body’s heart-warming voice spoke to her before transforming herself to reveal herself to be the long blue-sparkling maned night monarch who floated down over to her.

“Princess Luna!” She recognized while wiping the sweat from her forehead. “I thought you were The Headless Horse!”

“You were mistaken, but I hope not disappointed.” She corrected in a heavenly tone.

“You are so, so much better than The Headless Horse.” Scootaloo responded feeling much better now. “But what are you doing here? Shouldn't you be in Canterlot?”

“I am the princess of the night. Thus it is my duty to come into your dreams.” She answered.

“Oh, yeah...” She remembered before realizing. “Wait, is this just a dream? But it feels so real!” She questioned from her surroundings before touching the air which left a vibration like she was touching water and creating a reflection.

“I assure you that you are asleep.” Luna calmly explained before speaking cautioysly. “But when you awake, the thing that frightens you most will still exist.”

“Eh... The Headless Horse?” Scootaloo nervously asked.

“Hmmm...” Luna placed a hoof on her chin thinking it’s something else. “Is The Headless Horse really what frightens you the most?” She questioned where the truth lies deep down in the eye of the beholder.

“Mm-mm.” She admitted while sitting on her flank and looking down feeling ashamed of herself. “I'm afraid Rainbow Dash and Fuli will find out I'm not as tough as she thinks I am.”

“Everypony has fears, Scootaloo.” Luna reassured her while placing a hoof on her chin. “Everypony must face them in their own way. But they must be faced, or the nightmares will continue.” She then added seriously of what’s in store for her should she not.

Scootaloo gave a slight whine in uncertainty just when her dream starts to dissipate with her surroundings fading around her.

“Face your fears!” She advised in her last words before the Pegasus filly finds herself awake back in her sleeping bag.

“–Princess Luna?!” She said out loud now wide awake before sighing in relief seeing where she really is. “It was just a dream.” Her relief didn’t last long again when she got spooked by the drops of water falling from the stalactites and stalagmites from the cave ceiling. “But The Headless Horse isn't! Rainbow Dash said it lives here, in these very woods!”

She made her way towards the cave entrance before hearing distant whinnying.

“It's the wicked whinny of The Headless Horse!” She exclaimed in fright before riding off ahead on her scooter after donning her helmet.

Fuli having secretly watched Scootaloo with slightly open eyes turned to the true source of the sound they heard which turned out to be Rainbow Dash’s snoring in her sleep.

“Okay, that’s while impressive yet creepy.” She commented to herself before nudging the pony awake. “Rainbow! Rainbow Dash!”

“Huh? What? Is it morning time already.” Rainbow tiringly asked in a groggily tone of voice before turning to the cheetah that woke her up. “Oh, it’s you…” She said rather drowsy and slightly irritated. “Okay Fuli.” She then relented upon seeing her serious expression. “What is it?”

“It’s Scootaloo.” She answered. “She’s gone!”

“What?” She exclaimed in horror upon hearing that. “What is she thinking going out there all by herself?”

“Apparently searching for the sounds of the Headless Horse coming from your snoring.” She explained to her quickly.

“Really?” Rainbow questioned in surprise upon hearing that. “Do I really sound like that?”

“Yes.” The cheetah bluntly answered before running off ahead to catch up to Scootaloo. “And now she is fleeing thinking the pony is around.”

“We got no time to waste!” Rainbow stated before catching up to her in flight so they can both find her before she injures or worst kills herself over some pony from an old story.

Up front is the panicking filly racing up ahead.

“So it's a horse without a head... which means it doesn't have a mouth... and if it doesn't have a mouth, then... it's not a horse-eat-pony kind of horse... but still... it's a horse without a head!” She screamed to herself while dodging the upcoming overhead tree branches.

During her panic, she ended up losing her balance and ended up going off the trail after tripping up and down the hill on the side of the path. She ended up tumbling down the side and ended up grabbing a loose tree branch over the rapid-flowing part of the stream while her scooter ends up falling and sinking into the water.

“Hello?! Is anyone out there?” She called out to someone for desperate help out of her predicament. “Anyone except The Headless Horse?” She briefly said to herself just when the tree gives way and sends her plummeting down the water.

“Heelllp…” She screamed when Fuli is the first to arrive quickly slid down the side of the path and into the water after her. She moved herself towards the filly under the rapid flowing water.

“Hang on!” The cheetah told her when they are fast-approaching a huge waterfall.

Just when they approach the edge before they could plummet down the waterfall together, Rainbow Dash quickly swooped in and caught them.

“I gotcha!”

“Rainbow Dash! Fuli! Is that you?” Scootaloo questioned her saviors before exclaiming in relief. “Thank you, thank you!”

Rainbow would then fly the two over to the edge of the trail down below the safe and slow flowing part of the river before she along with Fuli ask a very important question to the filly for her actions that endangered herself.

“Are you okay?” Fuli started after shaking the water off of her fur.

“Yes.” She answered after a brief sigh of relief.

“Good.” She gently replied before getting serious. “Now, care to tell us why you ran off like that?”

Scootaloo now felt cornered and tearing up afraid to admit it to both members of the Guard sternly expecting an answer from her until she briefly saw Luna’s image in the moon up in the sky.

“It is time for you to face your real fear, Scootaloo!” The princess of the night once again told the filly who then sighed before turning back to the two expecting an answer to look them in the eye before confessing.

“I'm so, so sorry, Rainbow Dash! Fuli!” She apologized with tears coming out of her eyes. “I just wanted you two to hang out with me and see how cool I was so you'd take me under your wing, teach me everything you know, and become like my big sisters!” She took another breath in between her explanation before sitting on her flank and taking off her helmet. “But then you started telling those spooky stories and I got scared! I thought I heard The Headless Horse so I ran out here by myself, and, I guess you know the rest.”

Rainbow upon hearing this along with Fuli, softened up from her being cross with choice words for her while Fuli shook her head understandably of what was going through her mind when she did that before they both smiled and moved to sit down in front of her to see eye to eye with her.

“It’s okay, Scootaloo.” Fuli comforted her with her paw on the filly's chin to get her to look at her in the eyes. “You’re safe now. And you’re not the first filly I had to leap into the river after to come rescue you.”

“Yeah.” Rainbow agreed. “And I'm gonna tell you something, but if you ever tell anypony else, I'm gonna deny it. And that goes for you too Fuli.” She briefly added in her direction who briefly giggled since this is the brave and self-confident Rainbow Dash we’re talking here. “First time I heard those stories...” She began before looking around to make sure no one else is nearby to hear them. “I was scared too.”

“You were?” Scootaloo asked with a sniffle from her previous crying.

“Sure!” She nodded. “I mean, I got over it because I realized pretty quick that if there was such thing as a Headless Horse, I could totally take it on.”

“And that’s where I came to see that too.” Fuli chimed in. “Besides a horse needs a head in order to live and be able to run around to terrorize anyone nearby the forest.” She briefly added rather smugly before getting back on topic. “But point being it’s okay to be scared of something. Everyone has something they are afraid of. Even me.”

“Like what?” Scootaloo asked.

“Water.” She admitted before turning to glare at Rainbow ready with a bucket of water to dump on her.

Rainbow giggled before wisely tossing the bucket away since the cheetah was ready to pounce and tackle and tear her apart on the spot.

“Really?” Scootaloo asked before trying to make sense of it. “But isn’t that normal for cats to hate water?”

“Yes, but long story short, I too ended nearly going over the waterfall at Hakuna Matata Falls when I was a little cheetah.” She explained while recalling the memory of her doing that. “I was just discovering the joys of having super speed when I ended up coming across a sharp turn I didn’t see until too late and ended up falling into the river.

“YAAAAAAAAH!”

“Luckily for me, a friend of mine who just happened to be there came to save me before I could land hard into the water.” She recalled landing on a young hippo’s back.

Her savior had the same blue eyes Beshte has. “Are you okay?”

“Yeah, thanks.” She said never feeling more relieved than ever upon being saved from what could have been a fatal fall. “You saved me just in time.”

“Well I was just glad I got here in time.” The hippo thought nothing of it before moving towards the nearby dry land so the little cheetah could hop off without getting wet. “Just try to be careful when running by those falls, some of those turns can get you if you watch where you’re going.”

“I’ll try.” She replied before rushing off ahead. “Huwezi!”

“So Beshte was there to save you?” Scootaloo asked the cheetah who nodded in response. "Wow! Guess we really can relate there!"

“Yep, and speaking of relate…” Fuli then said when she brought that up. “It is my understanding that you want a cheetah and somepony to take you under their wing, huh? Like two big sisters looking after you?”

“Mm-hmm.” Scootaloo nodded.

Both Rainbow and Fuli look at each other to think about it for a moment before turning back to the filly with their answer.

“All right.”

“Yeah, I might be up for something like that.”

“Really?” Scootaloo eagerly asked to make sure she isn’t dreaming this when the two each place a wing and paw on around her.

“As long as you don't go falling into any more rivers in the middle of the night.” Rainbow confirmed while jokingly slightly yet still serious about it.

“It's a deal!” Scootaloo accepted before they all nuzzle each other’s heads in a sisterly embrace.

The new sisterly trio all make their way back to their camping site to retire for the rest of the night before resuming their journey up the mountain where they finally reached Winsome Falls.

When they got there, it was a lovely sight that had everyone seeing it was exactly like they dreamed when they first heard about it. A glorious rainbow waterfall with more rainbows and a pool for them to swim in nearby.

“I call sister teams!” Sweetie declared. “Last herd to make it to the falls is a moldy carrot!”

“Ugh, if you insist.” Rarity groaned with disinterest before joining her…and then racing off ahead with her little sister running alongside her. “It is so on!”

The Apple sisters were quick to follow after them along with Kion, Kiara, Mtoto, and Beshte leaving the cheetah and Pegasus still standing where they are.

“They think they can beat the two of us?” Rainbow commented.

“Not on our watch!” Fuli confidently voiced before sprinting off ahead with Scootaloo on tow right on over to the falls before the sky blue maned Pegasus lifted the filly up onto her back and flew them up into the air with Scootaloo on top.

For the first time in her life she gets a flying and running ride with her two big sisters and both Kion and Beshte watched very proudly for the three of them for sharing this adoptive sibling relationship.

That night, Scootaloo is walking across the blue-stoned path minding her own business when she is suddenly face-to-face with The Olden Pony.

“Who's got my rusty horseshoe?” She growled in her face until Rainbow and Fuli came to her rescue.

“Here it is, for pony's sake.” Rainbow showed her the horseshoe she is looking for.

“Now take it and stop all your moaning.” Fuli seriously added while tossing it in her direction.

“Thank you, and have a nice day.” The Olden Pony returned rather ill-mannered before leaving them be with the filly’s adoptive older siblings placing their arms around her affectionately.

Princess Luna watching from the nearby trees and bushes gives the little filly who turned her head towards her upon noticing her an approving wink for facing her own fears after she heard her giggle from behind.

It was indeed an invaluable lesson Scootaloo learned through this camping trip and by doing so, she was able to gain not only one big sister, but two big sisters who likewise return it in kind and learn that there is no shame in being afraid of something and admitting it.

Author's Note

In this episode, we have Kion, Kiara, Beshte, and Mtoto join the Cutie Mark Crusaders along with their older sisters in a weekend camping trip to Winsome Falls, with Scootaloo very eager to her idols the Guard's Fastest, Rainbow and Fuli to take her in as her big sisters. Alas her pride in wanting to be cool and unflappable proves difficult to when Rainbow Dash starts telling spooky campfire stories that freak her out.

Luckily for her, Fuli was aware of what the little filly was seeking of her during the trip over and moved to look after her before taking her in along with Rainbow Dash.

In regards to that, it's not easy for the cheetah but showing her soft side from time to time does not come easy for someone who's a lot alike Rainbow Dash. Brave, confident, tough, and ready to get quick into the thick of things. But throughout the episode she comes to see there is nothing wrong with taking in someone who looks up to you as a mentor and a big sister and she likewise returns the same sentiment back.

Next up it'll be Rainbow Dash again taking the spotlight where he and Ono are accepted into the Wonderbolts training camp for the week where they meet a new flyer who's a lot like Rainbow Dash yet doesn't quite know when to draw the line when it comes to doing something dangerously reckless.

Episode 9: Wonderbolt Academy

Episode 9:

Wonderbolt Academy

In Ponyville there is one place where Pegasi call home on the clouds and that’s Cloudsdale. A place where Pegasus ponies live together with rainbow-colored waterfalls and streams shining across the area just above where the Lion and Pony Guard are all having a picnic together.

Kion and Bunga are both playing baobob ball together while Applejack’s munching on apples. Fluttershy and Beshte are both sightseeing the bright blue sky in front of them while Pinkie is happily bouncing around their gathering. Rarity and Fuli are both sipping water from their cups while wearing stylish sunglasses together while Twilight and Ono sit in the shade provided by their umbrella with the former reading her books and the latter perched on her head reading over her shoulder.

Rainbow also under the umbrella is inspecting her hooves just when Pinkie starts speaking rather anxiously like she is expecting something or somepony to be here.

“Ooooh, I wish the mailpony would just come already! I can't wait another minute to find out if Rainbow Dash got in or not!” She frantically bounced on her back hooves before burying her front hooves into her face.

“Pinkie Pie, you're more nervous than Rainbow Dash.” Twilight commented on the for once cool-headed rainbow-maned pony.

“I'm not nervous at all.” She confidently said. “When I get into the Wonderbolt Academy...”

“IF you get in!” Pinkie suddenly interrupted while getting in her face with her hooves on her chest slightly annoying the unicorn behind her. “If you get in! Don't jinx it!”

“I'm telling you, it's in the bag.” Rainbow reassured her pink pony friend while gently pushing her hooves away.

“Don't jinx it!” She repeated still anxious off her mind.

“She is the best flyer in Ponyville.” Applejack backed her best friend up while munching on another apple.

“No question about that.” Beshte agreed when Rainbow flies right by them while nearly blowing off the cowgirl’s hat.

“In Ponyville?” She begged to differ before flying around a nearby cloud to create a slide out of it. “I'm probably the best flyer in all of Equestria.” She added before sliding down head first backwards so that she is floating by the group lounging. “I wouldn't be surprised if they just went ahead and made me a Wonderbolt on the first day.”

Just then the pony she was expecting appeared right behind her. “Got a letter here for Rainbow Dash.”

Rainbow wasted no time to snatch up her letter and open it hear of what they have decided. Her eager smile faded when she reads the letter more and more.

“I... didn't get in.”

Pinkie and Bunga gasped upon hearing this.

“What!” The latter voiced just as disheartened as the Pegasus while the others (sans Kyoga and Twilight) all had apologetic looks to hear that until…

…She revealed her letter had a green check mark on it, indicating she was accepted into the Wonderbolts Acadmeny.

“Gotcha! Ha, you guys are so gullible. Like I wasn't gonna get in!”

“We never doubted you there.” Kyoga sincerely spoke with a smirk at her trolling along with Twilight.

“Like you had us fooled.” Twilight added when Pinkie immediately expresses her sudden excitement by tackling her for a hug.

“I'm just sooooooooooo happy for you!”

“Uh... thanks?” Rainbow kindly returned albeit uncomfortably due to the pink pony hugging her tightly. “Pinkie Pie? I kinda need to get going.” She reminded her.

Pinkie obliged but not without one more tight squeeze until setting her free. “Okay. I'm done!” She then hopped away from her cheerfully.

“The sooner I get there, the sooner I get to show 'em my stuff!” Rainbow confidently expressed while performing a loop-de-loop maneuver. “Which reminds me Ono…” He turned to the suddenly surprised egret. “It is time for us to get going.”

“What do you mean?” Ono inquired until she presented her the letter which had writing that he has been accepted into the academy too. “Oh.” He nodded like he just remembered Rainbow informing him of the plan to join her should be accepted into the academy but then when the realization hit him. "WHAT?! But why and when did i agree to this?!"

"I did when I sent in my recruitment letter." Rainbow answered while recalling putting it together at home. "I added it on while letting them know that you know how to fly quick and spot trouble at first sight as the Guard's Keenest of Sight."

"And just when were you planning on telling this?" Ono questioned still not happy hearing this. "And if I'd be okay with that?"

"Well, I wanted it to be a surprise and thought it's training at boot camp would be very helpful to you." Rainbow calmly explained. "Just a little something that could help you improve your wing power which could come in handy in case Scar shows his face around here again.”

“That’s true.” Kion spoke in agreement. “Scar’s bound to show up again to try to take over again and we need to be prepared for when he does.”

“And if it means having a sharper eye out for danger, then so be it.” Twilight added greatly supporting the idea.

While still not liking the sudden bomb shell dropped on him, they did have a point in regards to how dangerous Scar, and now that they know he has returned, they need to be ready for whatever he has planned. “That’s true. All right, I'll do it." Ono nodded before turning to Rainbow who flew by Applejack and Rarity who both held up her saddlebag for her fly by and obtain.

Ono then flew over to Twilight who did the same for him.

“See you guys in a week!” Rainbow called after them before flying off ahead with Ono following right behind her.

“Good luck!”

“Remember what I taught you!”

Both Applejack and Fuli shouted after them.

“Be safe!” Kion also called after them.

“Will do!”

“Won't need it!”

Both flyers returned before taking off.

Pinkie feeling they are forgetting something pulled out her unusually large megaphone to shout after them. “DON'T FORGET TO WRITE!!!” The force of the shout was strong enough to tilt all of the mountains and trees ahead of her along with frizzling her friend’s fur and mane’s. “Do you think she heard me?”

“Loud and clear.” Kyoga irritably answered before snatching the megaphone away from her and melting it away into liquid metal with her magic.

“Aww….” Pinkie groaned at the sight of her destroyed megaphone even though the use of it was unnecessary.

Meanwhile, both Rainbow and Ono both made their way to Cloudsdale and straight towards the Wonderbolts training site is and it is where the two new recruits are expected to meet their supervisor.

When they get there, the two are both amazed at their surroundings. One group of Wonderbolts are being sent off for flying drills while another group of Wonderbolts were performing aerial movements in the sky. The remaining Wonderbolts were performing training exercises, including push-ups, pull-ups, and wing flying.

It was everything that Rainbow dreamed of seeing the day she was accepted. “Oh, yeah! This is gonna be sweet!”

“At least for you.” Ono nervously replied still not keen on to their kind of training. “I just wish I don’t break my wings off from all of this training.”

“You’ll be fine, Ono, as long as you keep your head up, move fast, and keep pace with us.” Rainbow assured her before they flew over to where the new recruits are expected to check in. “I’ll be by your side the whole way and as long as you do that and keep a sharp eye out on your surroundings, you have nothing to worry about.”

“Okay I guess.” Ono still felt unsure in his abilities to do so until Rainbow lightly nudged him on one of his wings to encourage him to adopt a more upbeat attitude. “I mean, affirmative!” She saluted with the proper solider attitude.

“There you go! Now you’re starting to get it!” Rainbow liked what she was seeing before lining up single file along with the others when their commanding officer, Spitfire started addressing them accompanied by her assistant.

She has a yellow coat of fur, with a slick back fiery shaped orange mane and tail, and had purple-tinted sunglasses along with a naval blue military suit and jacket on.

“Well, lookie what we got here. Bet y'all think you're Wonderbolt material, don't ya?” She began marching and pacing in front of the group.

“Yes, ma'am!” They all responded in a firm and assertive tone expected for military soldiers.

“Think you got what it takes to be an elite flyer?”

“Yes, ma'am!”

So far, Spitfire was pleased with their confident responses and determination.

“Well then. Let me be the first to tell you...” She then began before addressing certain recruits starting with a sky-blue maned Pegasus. “You don't!” She sharply addressed her while passing by the recruits one by one. “If you had what it took to be an elite flyer, you'd already be a Wonderbolt!” She then turned to a purple mare with a sky blue and white mane. “Still think you're something special?”

“No, ma'am!” She returned trying her hardest not to crack even when her legs are shaking and trembling.

Spitfire then turned to Bulk Biceps who despite his muscular appearance, had tiny wings on his body that could hinder him from his full potential. The pony needless to say looked aside with frightened embarrassment.

“Ya think you're hot stuff?” She pressed of the pony who ended up sweating and sinking his head down before turning to Rainbow Dash who still kept her cool in the face of her commanding officer. “You look like you're the worst flyer in the whole academy! You'll probably quit after the first day!”

“No, ma'am! I'd never quit, ma'am!” She confidently vowed to which had her briefly smiling upon liking this attitude before turning to Ono.

“And what about you?” He asked the egret who dropped a bead of sweat from his forehead. “Think you have what takes to keep up with the fastest of the fastest?” She challenged.

“I will definitely try my hardest to, ma’am!” He confidently saluted while trying not to let any of his nerves show in his words to which Spitfire nodded in approval of him for managing to keep his composure.

And last in line is a pony with an aqua blue fur coated pony with a golden orange mane, tail, and matching eyes, with a three-star and lightning bolt cutie mark on her flank.

“What about you?” She challenged her. “Bet you couldn't fly past the first flagpole without getting winded.”

“Try me, ma'am.” She confidently barked back.

“What's that?” She responded while tilting her shades down while both Rainbow and Ono eye her for bold response.

“Let me show you what I've got, ma'am.” The bold mare repeated with clarification.

“Ah. You want a chance to prove yourself, huh?” She replied getting what she is eager to get started.

“Yes, ma'am!” She nodded to which was another recruit to her liking.

“Well then, now's your chance.” She began before giving them their first drill. “Give me five hundred laps! All of you!” Most of the Pegasus ponies groaned in response. “Now!” She commanded with a blow of her whistle.

Everyone all set out to do so with both her and Rainbow Dash taking the lead. Both ponies were so fast and well in sync together they managed to lap the entire field together with Ono the only one on their tail just barely one to two laps back.

“Lap four-hundred and ninety-nine!” Spitfire called out to the leaders when they fly by them along with one of the ponies in the dust.

“One more lap to go!” Rainbow told the mare next to her with a wink.

“You're on!” She returned with the same attitude and expression.

“Oh, great!” Ono wheezed from a few tail lengths behind them trying to keep up with them.

Sure she has kept up with her and Fuli while on patrol, but that was covering short distance flights, and never had to go long at all in his time of flying. He was really starting to lose his speed in these closing laps and ended up being left behind when both flyers ahead of him for one final sprint to the finish. But none of the less he tried his hard to follow after them.

“Five hundred!” Spitfire counted for the two leading Pegasus ponies finishing their first exercise together along with Ono who barely had enough energy to keep himself from having a crash landing

“Not bad... for a few newbies.” Spitfire complimented them while walking by.

“Name's Lightning Dust.” The mare than finished alongside the two members of the Guard introduced herself while sharing high-fives with their wings.

“Rainbow Dash!” Rainbow returned the favor.

“Ono.” The weary egret greeted her while panting heavily.

Lightning greeted him the same while being quick to scoop him with her wing. “That was very impressive there.” She complimented him for keeping pace. “Considering you’re an egret.”

“I know.” Ono replied with his eyes repeatedly blinking and trying to regain his focus. “Having brains sure helps me know how to stay on your tail.”

“No kidding.” She replied with a nod of respect for him. “Wanna grab some grub in the mess hall?” She then offered.

“Definitely.” Rainbow accepted the invitation for lunch together.

“Affirmative.” Ono moaned. “Along with some water.”

“Anything for anyone who can keep the pace.” Lightning returned while lifting up one of his wings to help him get some shade to cool off.

The two ponies and egret starting a bond with each other are getting off to a great start so far being secretly monitored by the hidden eyes in the sky from none other than the lion with the matching sinister green eyes.

Back in Ponyville, Pinkie is currently opening and closing her mailbox door expecting a letter from both her friends away on their training even when it’s only been at least a few hours since they left.

“Anything yet?” Bunga asked from behind.

“Nope.” She replied while still opening and closing her mailbox.

“Anything yet?” He asked again.

“Nope.” She repeated.

“Anything yet?”

“Nope.”

Both Applejack and Fuli both shook their heads in annoyance with their antics before deciding to approach them to get them to stop it.

“Pinkie, Bunga, I think it’s time that the both of you stop constantly looking in the mailbox every three seconds.” Fuli began.

“Pinkie Pie, Rainbow Dash hasn't even been gone twenty-four hours yet. Give her a chance to settle in first.” Applejack pointed out. “Why don't we just go see what Twilight and Kyoga are up to? I hear Princess Celestia's got Twilight workin' on some new spells!”

“New spells, huh? Sure?”

“Okay.”

They both initially accepted until they both came to the same worrying thought together.

“Wait! If neither of us are not here when Rainbow Dash's letter arrives, neither of us won't be able to read it right away…” Pinkie began rambling.

“…And if we don't read it right away, I won't be able to write her back right away…” Bunga added.

“…And if I don't write her back right away, she might think I didn't get her letter, and then she might worry it got lost.” Pinkie added while trading sentences with each other.

“…And if she's worrying about her letter, she'll be distracted.” Bunga traded back with both Applejack and Fuli both moving their eyes towards the one speaking before moving to the other taking a turn speaking.

“And if she's distracted, then she won't do well at the academy! “

“And if she doesn't do well at the academy, then she'll get kicked out!”

“And if she gets kicked out, they'll never let her be a Wonderbolt! And if she doesn't get to be a Wonderbolt, all her dreams will be crushed! And it will be all... my... fault!” Pinkie then finished rambling while falling on her back while Bunga placed his claws on his face while dropping his jaw in a comically horrified manner.

“Good gracious.” Fuli muttered while looking down at the two big worry bunnies.

“So in other words, you're stickin' by the mailbox.” Applejack figured that nothing is going to get them to budge from their spot.

“Yep!”

“Absolutely!”

The two happily replied before the others turn away deciding to leave seeing that they aren’t changing their mind on something pointless.

“If that’s what you want.”

“Suit yourself.”

They said before leaving the two to continue constantly getting their hopes up for nothing.

Elsewhere, all of the new flyers are all suited in their new cadet uniforms and goggles suited for flying when their instructor leads them to their next exercise with something covered in a cloth of tarp.

“The Wonderbolts are the fastest, best precision flyers in the world.” She explained to them. “But spin-outs can still happen. And when they do, a Wonderbolt must be able to recover quickly.” One of her assistants pulls the tarp covering the giant wheel colored green with purple swirls. “This... is the Dizzitron.”

“Looks more like something to hypnotize someone.” Ono whisper commented to Rainbow who nodded in agreement with a more confident expression along with Lightning than the others nervous at the sight before listening in on their instructions of their next exercise.

“It's gonna make you very – I repeat – very dizzy. Your task is to try and recover and fly straight again, as soon as possible. Once you have recovered you must come in for a smooth landing.” She finished explained before turning for the first participant. “Now, who's first?” Both Rainbow and Lightning raised their hooves ready to volunteer while Ono just watched on but the two eager volunteers were both ignored in favor of a pink Pegasus with a blonde mane and tail much to their surprise. “You. You're up.”

“Me?” The chosen mare nervously gulped while getting dizzy eyes upon seeing the wheel in front of her.

“Now!” She shouted in her ear to get moving to which she quickly follows through with her order. “Ready?” She asked the mare getting saddled in the gear that serves as her chair seat while putting on her goggles.

“Yes, ma'am!”

“Go!”

The Dizzitron is activated with a pull of the lever from one of the Wonderbolt guards. The mare herself is then spinning around with the speeds of the machine increasing more and more to the point her eyes are watering. And the more and more Ono watched the Dizzitron in action his eyes starting spinning almost as if he was in a hypnotic trace.

“Release!”

The mare is then released and sent spinning around in the air before she was able to recover and regain her ground enough to the point she could safely land back on the ground but still lying on the ground and dizzy from the experience when she slides in front of Spitfire timing her performance.

“Huh. Fifteen seconds.“ Spitfire reported with a slightly surprised tone that she managed that. “Decent, but I wouldn't go writin' home about it!” She told the mare before turning back to the other’s while one of the other trainers pulls the paralyzed mare away back into the lineup. “Who's next?” She spots an eager Rainbow Dash with a raised wing. “Alright, Rainbow Dash. Let's see what you got.”

“Yes, ma'am!” She returned with a salute before immediately flying on over to take her turn on the Dizzitron.

“Okay, go!” As soon as she starts her start watch the machine is up and spinning once more. “Release!” Once she is released and sent spinning in the air, she moves to quickly recover and make a mad sprint back towards to the ground where Spitfire is waiting for her. “Six seconds?” She reported with surprised eyes while checking the watch again to make sure she is seeing the time she got correctly. “That's an academy record.”

“You made it look so easy.” The pink mare having now fully recovered said to the proudly floating mare now standing beside her while getting back in line.

“I make everything look easy.” She responded while slightly bragging and thinking nothing of it.

“Amazingingly, she can back that up.” Ono couldn’t have said it better while impressed for his friend and trying to shake his head to make sure his eyes are still properly aligned.

“Okay, Lightning Dust. You're up.” Spitfire called for her who was quick to get on the machine.

“Ma'am, can you put the Dizzitron at maximum speed?” She requested. “I wanna push my limits.”

Spitfire shared a look with her assistant next to her rather surprised that she want’s that kind of speed. “You sure about that?”

“Yes ma'am.” Lightning replied while putting on her goggles.

“Okay.” She replied back seeing that she really wants it. “You asked for it.” The machine gets up and running once more with the setting set from the speed of a turtle to skull with bolts and wings, the highest level of speed it has to offer with the assistant working the machine casting a brief worried look when the machine goes full throttle. It was so fast that Lightning was having tears escape her eyes.

“Release!” Spitfire commanded when she is set flying and spinning up in the air. But like Rainbow Dash she was able to quickly recover and sprint back over to the finish. “Six point five seconds. Not bad.” She complimented her when she made her way back to the lineup.

“Heh!”

“Oh yeah!”

Both mares shared high-hoofs upon regrouping.

“Ono! Next!” Spitfire called for him who suddenly froze upon being summoned.

“Oh no.” He quietly said to himself before obliging to his superior’s orders and strapping himself in the Dizzitron.

Once Ono had his goggles placed on his eyes for protection, he was then spun around by the machine once the pony working the controls restarted it back up. He was understandably nervous when he felt tears coming out of his eyes and was starting to get dizzy before being shot up into the air.

“Hapana!” He screamed while spinning upwards before spreading her wings and quickly regaining control like she is pumping car brakes before heading on back over to the finish line.

“Nine point nine seconds.” Spitfire reported to the panting egret. “Not bad for someone your size.”

“Affirmative.” Ono weakly saluted before making his way back on over to the lineup where he, Rainbow, and Lightning watch the rest of the field take their turns on the Dizzitron.

Unlike Rainbow or Lightning no other pony was able to match their speed nor be able to walk out without feeling dizzy, fatigued, or suffer a crash landing with Ono still shaken from the experience.

“No pony even came close to six seconds.” Rainbow commented to the mare next to her.

“They should make us Wonderbolts right now.” Lightning said back to her.

“Yeah, they should.” Rainbow agreed.

“Wouldn’t surprise me.” Ono commented before Spitfire addressed everyone once more who all quickly line up for further instructions.

“Listen up! For the rest of the camp, you'll be working in pairs. 'Morrow morning, I'll post the teams, including who'll be lead pony and who'll be wingpony. Good luck.” She informed everyone before leaving them be for the rest of the day.

“Like we're going to need it.”

“Heh, yeah.”

Lightning and Rainbow both traded to each other with another fist-bump.

“I sure will.” Ono groaned still feeling like he is going to throw up from what he endured on the Dizzitron.

The next morning, Spitfire posted the list of who’s assigned to partner up with whom as promised with many ponies getting a good look at the posted paper on the wall.

While Ono looks uncertain and left wondering who’s he’s going to be partnered with while hoping with her flying friend walking alongside him. Rainbow on the other hoof walks in, confident that she’ll be the lead pony after yesterday’s perfomance on the Dizzitron.

“So, which one of you lucky gals gets to be my wingpony?” Rainbow asked Cloud Chaser and Mage Meadow when she approached them who both return an amused giggle. “What?”

“Eh, you might want to check the wall.” Cloudchaser suggested.

Confused of why the two think this is funny, Rainbow made her way over to the post to see what she is and who she is assigned to. “A wingpony?” She said in dismay before walking off with Lightning appearing right behind her.

“They made us a team!” She told her while joining her side. “Along with Ono who is the first mid-wing pony, isn't that awesome?”

“Huh?” Ono inquired before quickly scanning the list for his name. “Oh, I see.” He said in understanding before regrouping with both her and Rainbow “I know right.” He acted like he agreed when both he and Rainbow return a friendly smile back at their partner before she moved forward to get ready for training.

“But how?” Rainbow could not help but ponder why to herself. “I mean sure it makes sense that Ono would be in-between the two if paired with them but why she is the wing pony to Lightning instead of the other way around.”

And that’s what Rainbow and Ono both set forward towards Spitfire’s office to find out.

They made their way to her office just when she was stamping horseshoe prints on photographs.

“Permission to enter, ma'am.” Rainbow asked

“What is it, Rainbow Dash? Ono?” She asked them while still focused on her stamping.

“I had the best time on the Dizzitron! Only six seconds!” Rainbow began her protested argument.

“And?” She asked wondering what the big deal is.

“And you made me a wingpony!”

Spitfire stopped stamping upon her response. “Because I believe you, Ono, and Lightning Dust will be an unstoppable team.” She answered while taking off her sunglasses to address her seriously. “Do you not think you'll be an unstoppable team?”

“Yes, ma'am! I mean no, ma'am! I mean...” She stammered to find the appropriate response to her question to assure she is not outright questioning her decisions. “We'll be an unstoppable team, ma'am.”

“Then what's the problem?”

“I think I should be lead pony, ma'am.”

“And I think Lightning Dust likes to push herself a little harder than you do.” She firmly explained her reasons. “That's why I made her lead pony. And as for Ono I made her the mid-swing pony on your team because he can sharpen his reaction time and speed by following Lightning’s lead and watch over your shoulder the entire time. Got it?”

“Yes, ma'am.” Rainbow accepted in defeat seeing there is no point risking her dream over this.

“Any further questions, Ono?” She turned to the silent egret.

“No, ma’am. It makes perfect sense and I will do my best to watch after them.” Ono immediately saluted and accepted her reasons not wanting any trouble.

“Good.” She replied before donning her sunglasses and getting back to work on her stamping.

Ono quickly left with Rainbow reluctantly following after him albeit slowly still distraught over being made a wing pony.

“Rainbow…” Ono began trying to say something in an effort to make her feel better. “…I’m sure she only did it because she just wants you to push yourself even harder.”

“Maybe.” Rainbow replied still downcast not batting an eye in his direction. “But it sure feels like a step backwards even though I did better.”

“But Rainbow…” Ono again tried to bring up a counter-argument.

“We better get ready.” Rainbow wouldn’t hear any more of it before moving forward while Ono could only watch on in pity for the dejected mare feeling she is second-best.

The two then don their badges, Rainbow’s is silver, Ono’s is bronze, with Lightning’s gold, before they all make their way over to the Rainbow Falls where Spitfire has the first team exercise planned for them.

“Today you will all be participating in a flag hunt. We'll divide you into two teams, red... and blue.” She explained with one assistant presenting the red flag in between Meadow and the muscular pony and the blue flag in between Rainbow and the mare standing on her left. “Whoever finds the most flags of the opposing team's color wins.”

The eight ponies standing before their superior cheer thinking this won’t be a problem while Ono intently waits to hear if there is some kind of catch to all of this.

“Oh, this is gonna be so much fun!” The pink mare whispered to her lead pony which was overheard by Spitfire who immediately flew right in her face.

“If you think this is gonna to be fun, you are sadly mistaken.” She told her in her face before addressing everyone the importance of this exercise. “This is for training purposes. This is not recess. Lead ponies and wingponies must fly together. If any pair splits apart, they will be immediately disqualified.” Both Cloudchaser and the big white muscular pony squeezed together upon hearing that. “Do you understand?”

“Yes, ma'am!” Everyone all saluted in response.

“Then let's go!”

With a blow from her whistle she sends the teams off in pairs flying around in search for the opposing teams flags.

“Ready to rock and roll?” Lightning asked both of her teammates.

“Ready.”

“Affirmative.”

They both replied before following her lead while Ono tries to catch some flags with his keen sight. But that proved harder to do so with the pace Lightning is setting to which Rainbow felt the need to pick up since her lead pony is just flying by the area.

“You spotted any flags yet?” Lightning asked of them.

“Not yet.” Ono reported before catching a red flag down below a crack in the ground down below. “Oh! There's one!”

“Good eyes!” She complimented before leading the way down there.

“Um, Lightning…” Ono spoke up struggling to keep pace with her and Rainbow.

“We should slow down. It doesn't look like both of us can make it at this speed!” Rainbow suggested.

“Peh.” Lightning dismissed their concerns before flying forward to snatch the red flag in the small chasm while Ono had stop himself from flying inside of it just keep up with her and with Rainbow accidentally clipping her wing on one of the logs.

“Lightning Dust, Ono, and Rainbow Dash found the first flag!” Spitfire announced to them when they make it make to where they are standing.

“Are you okay?” Ono asked Rainbow who briefly sat down to inspect the damage on her right wing.

“Yeah. Just a little scratched is all.” Rainbow returned while placing a hoof on her wing.

“Come on! Let's find some more!” Lightning quickly dashed ahead to continue.

“Uh, sure. Just give me a second.” Rainbow replied wishing for a moment to recover.

“Oh, you're fine.” She again dismissed her concerns before flying off ahead leaving the two no choice but to follow after her.

“Yeah... totally.” Rainbow returned before struggling to push herself back in flight with Ono flying alongside her to make sure she is okay.

“Okay…” Ono commented noting of the mare’s lack of concern for her partner before pressing forward together.

Back in Ponyville, Pinkie is still at it to the point she ended up falling asleep for a minute before reawakening. She quickly looked inside once more with increased disappointment to the point she was looking like she was going to cry. Bunga with the shared disappointment could only munch on the bugs he was snacking on watching this. Not even her favorite cupcake provided by her best friend can get her spirits lifted back up.

“They’re still at it.” Rarity commented at the pitiful sight of their friends with frazzled hair and bagged eyes.

“Yep.” Kion nodded feeling sorry for the two of them especially Pinkie feeling down in the dumps. “At least Bunga is doing something productive on patrol along with taking care of himself.” He noted of his appearance in contrast to Pinkie’s mane slightly messy with bags under her eyes.

“I just wish we could help them.” Fluttershy expressed.

“Me too.” Beshte voiced the same.

“Help us?” Bunga questioned while he and Pinkie suddenly appear right behind the gang. “How?!”

“The only thing that could possibly help us right now is a letter from Rainbow Dash and Ono! It's been three days already.” Pinkie expressed at a loss of what to do while placing a hoof on Applejack’s back.

She even tried to squeeze Twilight’s face together but couldn’t because of the unicorn casting magic on her like she is issuing an restraining order on her. “By now, she probably doesn't even know our names anymore! She probably can't remember our faces! "Pinkie Pie? I never heard of a Pinkie Pie! Who is Pinkie Pie?"

“Or Bunga! Who is Bunga?” The honey badger added not sure of what do either while joining Pinkie in opening and closing the mailbox in desperation for something from the mailpony.

“Well, if you're so worried, then why don't you send her a letter first?” Twilight gently proposed while using her magic to close her mailbox.

“Of course! That's a great idea!”

“Why didn’t we think of that earlier?”

Both happily liked the suggestion much to Fluttershy, Rarity, Fuli, and Kion’s relief accompanied with a sigh.

“Oh wait! I got an even better idea!” Pinkie then thought of something else. “How about we send Rainbow Dash and Ono a care package? You know, before she forgets all about us?” She then said while suddenly appearing inside the mailbox and came out of it like it was no big deal to her.

“How did she?” Kyoga whispered to Fuli gesturing to the pink pony defying the very laws of physics.

“I don’t know.” Fuli whisper replied with a shrug deciding like everyone it's best not to question it.

“Pinkie logic is never logical even on a bad day.” Twilight remarked dully. “And to be honest, it’s best not to think about it.” She added whilel recalling all of the pain and suffering she and Ono had to endure that day they tried to make sense of it.

“Although, come on, let's face it. It's probably too late for that. But, uh, maybe it'll jog her memory somehow.” Bunga then said once again deflated while Twilight walks behind the two looking for another way to encourage them to pursue this.

“Pinkie Pie, Bunga, I'm sure Rainbow Dash and Ono still remembers our faces and who we are.” Twilight assured them in support of their proposal with a hoof on the party pony’s shoulder. “But I think sending them a care package is a great idea.”

“A care package it is!” Pinkie immediately liked the idea before hopping on over to the bakery entrance.

“We'll send it through the mail!” Bunga added while joining her before being she quickly turned around nearly knocking him off of his feet. ”Whoa! Huh?”

“WAIT! Ah! That won't work at all!” Pinkie suddenly voiced with a sudden thought occurring.

“Why not?” Applejack asked confused.

“How could it not?” Kyoga also asked in a similar manner.

“Because what if the package gets lost in the mail?” Pinkie brought up while going on another ramble. “What if somepony else gets the package by accident and then she remembers us instead of Rainbow Dash and then she becomes our new friend?

“And then the real Rainbow Dash and Ono won't ever know that she used to have friends and she forgot them!“ Bunga also joined in getting what she is saying. “Oh, that would be so, so, bad!”

“Is anypony else and everyone followin' this?” Applejack turned to the others trying to understand what she is saying when the two fall on their backs which is met with “Mmm-mms.” from Fluttershy and Rarity and “Nopes.” from Kyoga, Fuli, Ono, and Beshte along with a blank expression from Kion.

“I've got it!” Pinkie then thought of the true and perfect solution. “We'll deliver the care package to Rainbow Dash and Ono in person!”

“I wouldn't mind a little trip.” Rarity liked the idea open to traveling alongside Pinkie and Bunga.

“It would be nice to see Cloudsdale once again.” Beshte said while pondering the thought.“I’ll come along with you.”

“I’ll go!” Kion joined in. “It’ll be nice to see how Ono’s progress has been and how this training regime is working out for him.”

“Count me in!” Applejack chimed in while joining her friends.

“Me too.” Fluttershy also voiced she’ll join them.

“Me six.” Bunga added even though it wasn’t necessary.

“Me seven!” Pinkie did the same. “But don't be upset if she doesn't recognize you at first. It may take a while for her to get her memory back.” She added to which the others looked at her like she has lost it with Kyoga and Twilight face-hoof and face palming themselves clearly embarrassed by this random display.

“Well whatever you have in mind for both Rainbow and Ono, have fun out there.” Twilight said to them with the inclination to decline to accompany them. “Let me know how it goes.”

“You’re not coming Twilight.” Kion asked wondering why she isn’t keen on joining them.

“Sorry Kion, but I just got these new spells from Princess Celestia and I really want to practice some more.” Twilight apologized. “Probably better that way so I can get my magic up to speed in case I ever come across Scar again.”

“Probably right indeed.” Kyoga agreed while not feeling like going to Cloudsdale either with an expression to match her stance. “And to be honest, I think Twilight has the right idea here.” She said while moving to join her.

“Yeah.” Kion agreed with them. “Okay.”

“Sorry Kion.” Kyoga returned with regret for not wanting to come with them. “But I just have a strong feeling that this is a really bad idea.”

“What do you mean?” Kion asked.

“From what I heard the place is a training facility meant for flyers and officers only with a very strict sense of security.” She explained. “I just don’t think it’ll be a place you can just fly on over and greet her at any time.”

“Of course it will!” Bunga immediately insisted otherwise. “Rainbow Dash would have told us if she knew.”

“So true.” Pinkie agreed in a sing-song tone.

“Well…yes…” Twilight spoke up slightly reluctantly not trying to force it upon them while trying not to come across as hurting their feelings. “…I mean if you all be very careful and not interrupt their training I suppose they wouldn’t mind…a quick visit shouldn’t be that hard.”

“Of course it wouldn’t and you’re right! How hard can it be?” Pinkie smiled in delight before moving to put together her care package for the two flyers up in Cloudsdale. “Get our flight ready for take-off!” She shouted to the others.

“You got it, Pinkie!” Bunga shouted back before moving to do so with Kyoga giving a disappointed sigh feeling they shouldn’t be even trying to without setting off any alarms there.

“If it makes you feel any better, you’re more than welcome to go with them.” Twilight told the lioness that she still has the choice if she wants to.

“No, I think I'll stick my roots to the ground. Besides, i still don't think that's such a good idea." Kyoga politely declined. "I just have a strong feeling against going to a place where only Pegasus ponies can walk on clouds.”

“But the place should also be surrounded by clouds.” Twilight reminded her. “So they should have enough cover to get onto land they can walk across without needing a spell to keep them afloat.” Twilight then gently reassured. “As long as they are extra careful, they’ll be okay.”

“I sure hope you’re right.” Kyoga accepted her reasoning’s yet unsure if she is before heading back over to the Golden Oaks Library to train with her.

While the Lion and Pony Guard sans Twilight set out to fetch their hot air balloon, Twilight turned the other way with a pleased expression that they are all on board with this proposal.

At the same time, Scar is secretly watching this from his magic with a calculating look on his face. “It sure will take quite an effort to get everyone there.” He commented before focusing his magic on the pony insisting they go on over there. “But I’m sure it’ll be worth the effort and time to put into it. And who knows…” He added while eyeing the rest of the Guard preparing their ride over there. “…it could go well and you might be able to show your friends how much you care for them. Or...” He then said with sadistic interest. “…they could be experiencing the heartbreak over the loss of their friends.” He pulled a image of a proposed vision of the hot air balloon popping with everyone plummeting to their doom with his magic. “It sure would be a shame if something unfortunate were to happen to them. Something very unfortunate that could weaken the team of protectors of the Pride Lands and Equestria.” He then said while grinning at a sight of what could be if all goes like he envisioned.

Back in Cloudsdale, all of the cadets were lined up together for their next training exercise. One of the assistant Wonderbolts blew into his trumpet to signal the beginning of her superior’s instructions to the ponies lined up before having his trumpet pushed downwards due to the fact he accidentally blew it right in her ear. All the pony could do was give a sheepish and apologetic look back to his boss when she glared at him.

“Today we'll be doing our famous air obstacle course.” Spitfire began while gesturing everyone to the Wonderbolts creating pink clouds that produce lightning with machines producing tornado-like conditions in the sky. “The object of this exercise is to work on your precision flying under extreme circumstances. And don't worry about winning. It's not a race.” Lightning briefly winked towards Rainbow and Ono with different ideas much to their surprise. “Now everypony, get on your marks!” She addressed everyone who all place on their goggles before one of the Wonderbolt assistants blew into his whistle to send them off.

Lightning taking control of the team’s coordination takes the lead and has Rainbow and Ono fly after her while swiftly flying through the hoops and dodging of the clouds floating in between them. So far both Rainbow and Ono were able to keep pace and dodge every obstacle through at them but wished that Lightning would ease of the pace she was setting since it was hard to do both at the same time. Fortunately they got their wish when they the pink mare and her partner are both flying at a leisurely pace right in front of them.

“Ugh! Can't they go any faster?” Lightning complained wanting to go faster. “It's no good, I can't get around them!”

“Doesn't matter!” Rainbow asserted to remind her that winning isn’t the objective here. “We can still fly completely in sync and blow Spitfire's mind with our moves!”

“Yeah, the objective here is to work on our precision not our speed here.” Ono added.

“I guess...” She reluctantly accepted even she doesn’t really like it.

The three then followed after the two who then brave into the rainstorm section of the course where they start to struggle with the strong stormy winds in front of them.

Lightning herself is still not pleased with having to wait for them to make it through the course first.

“What are they, a couple of snails? It's just a little weather.” She impatiently remarked when they make it by the rainstorm area before moving towards the section where the machines producing strong winds. “Now's our chance to pass these slowpokes!” She told the two more cautious flyers before flying off ahead.

“But Lightning…” Ono cried out after her with no choice but to keep up with her. “Whoa….”

Lightning plowed right by them which sent them scattering into the other ponies behind them with Rainbow and Ono following alongside them in order to keep pace with her as much as they want to apologize for her recklessness.

The three then cleared all of the machines blowing strong winds their way by moving up and down to avoid flying in front of them and getting blown away before making it back to the finish line.

“Not bad! And in record time, too!” Spitfire remarked very impressed with their results. “Definitely made the right decision making you three a team.” The trio look on proudly before she turns over to the others sent flying into the clouds because of Lightning’s dominion effect sending them crash landing through her telescope. “The others seem to have had a little trouble with the precision part of the exercise. I'd better go help sort them out.” She and her assistants moved over to help free them. “Why don't you three go hit the mess hall early?”

“Yes, ma'am!”

“Will do, ma’am.”

“Thank you, ma’am.”

The three all said in her direction with the former thinking nothing of it with the others feeling unhappy with how she acted back there and caused it in the first place.

“Um, Lightning Dust? Next time, maybe we don't cut the other teams off like that.” Rainbow suggested considering that her impatience and recklessness caused this mess.

“Hey, you snooze, you lose!” Lightning callously dismissed it. “Besides, Wonderbolts are supposed to be able to recover from a spin-out. You saw them on the Dizzitron! They could use the practice. I mean, it's not our fault we're so much better than those other guys! Not every pony is destined to become a Wonderbolt. Only the best of the best, right?”

“Yeah, I-I guess you're right...” Rainbow agreed with her assessment unable to counter-argue there.

“But still…” Ono tried to bring up. “…The point of that exercise was to work on our precision and timing not blow everyone literally.”

“Relax, they’ll be fine.” Lightning again assured the two more honorable-sensed flyers before turning to the cafeteria. “Now let's go fuel up! Kicking all that tail has made me hungry.”

Both Rainbow and Ono share unsure looks towards each other before following after her. Sure the Wonderbolts look for the fastest of the fast, but what she is doing is showing no regard or empathy towards other who gets in her way and that’s what really concerns them.

Sometime afterwards, everyone is called back for their next exercise, cloud busting where teams clear as many clouds they can their way and make way for the blue sky around them. Many teams have had no trouble with this team exercise slowly picking off clouds one by one with Rainbow, Ono, and Lightning all excelling once more by taking out multiple clouds all at once. So far they were way out in front in the cloud count.

“I have an idea about how we can literally blow away our competition.” Lightning proposed to her teammates.

“But we're already way ahead.”

“Yeah, why blow it when we have it?”

Both Rainbow and Ono pointed out.

“Are you in or not?” Lightning asked irritably of them when a thought in Rainbow’s mind occurs to her.

“Rainbow…” Ono asked if she is not seriously thinking about what Lightning is thinking.

“Lightning Dust likes to push herself a little harder than you do. That's why I made her lead pony.” Spitfire’s word from the other day rang in Rainbow’s head which sparked her stance on the matter.

“I'm in!”

“What?!”

“Then follow my lead!” Lightning then had her and Ono fly in circles so they all can create a tornado big and strong enough to wipe out the remaining clouds.

Of course Ono’s worries were true when Lightning started to lose control of the twister she created when it ended up going too fast for her.

“I can't control it!” She screamed when all three flyers were sent flying out of the funnel with one of the Wonderbolts keeping score had to move out of the way to avoid getting sucked into it.

And if things couldn’t get any worse, the Lion and Pony Guard sans Twilight and Kyoga arrived in the skies nearby on their ride.

“Hevi Kabisa!” Kion said in alarm at the same time Applejack saw what’s coming towards them.

“It's a twister!” Applejack alerted everyone.

“Hold on!” Fuli told everyone just when they are all powerless to avoid being sucked into the tornado.

“Hapana!” Ono screamed upon catching this and alerting his recovering fast friend. “Look!”

Rainbow recovered enough to see the tornado sending their friends flying out of their hot air balloon and down towards the ground, thousands of feet down from a hard and potentially fatal fall.

“Noooooo!” Rainbow screamed before quickly flying down to save them with the other Wonderbolts sans Lightning Dust watch and follow after her ready to help. “Hang on!” She told Ono who got a grip on Rainbow’s uniform while she flies at top speed in order to intercept their friends.

Using a tunnel that leads from Rainbow Falls to an opening just down below the mountain, Rainbow was able to pass all of her falling and screaming friends before flying around some nearby clouds to create a cushion to break their fall.

The Guard was able to stop screaming for a moment before they find themselves flung back up into the air and into the arms of the Wonderbolts who each caught them by the arms with Ono managing to catch Bunga and the muscular pony catching their package.

Rarity who was very grateful of the Wonderbolt catching her gave her a big hug of gratitude while Fluttershy sheepishly flew out of the Wonderbolts arms upon remembering that she too is a Pegasus that can fly. The other were able to sigh in relief once they were all saved and placed onto the ground where some of the other Wonderbolts with Rainbow included coming over to make sure they’re okay.

“Are you guys okay?” Rainbow popped the question who all nod their heads while replying “Uh-huh.”

“Glad to see your training is paying off.” Kion commented to the egret flying over their shoulders.

“I’ll say.” Ono said with a gasp from seeing that was a close call there when Rainbow was hugging Kion and Applejack in relief. “I’m just glad I caught it in time and that Rainbow was fast enough to cushion your fall.”

“No kidding.” Bunga remarked feeling pleased they all made it out alive while hugging his egret friend. “High falls sure don’t have soft landings.”

“Nope.” Ono dully commented. “Common knowledge really.”

“Pinkie Pie!” Rainbow turned to the mare struggling to get up on her hooves.

“You... remember me!” She said to her with happy tears before hugging her around the neck.

“Well... yeah, of course I remember you.” Rainbow kindly returned even it was only a few days before turning to the others. “But... what are you all doing here?”

“We wanted to bring you a care package.” Applejack answered on behalf of the team. “Didn't realize you'd be in the middle of some crazy tornado drill.”

“Looks like we should have listened to Kyoga after all.” Fuli commented while berating herself for coming along for the ride.

“Well, the crazy tornado wasn’t exactly what neither me nor Rainbow had in mind for what we were doing.” Ono clarified. “But we also didn’t have a great teammate who thinks that way.”

Said mare who created that came forward feeling pleased with the results with the nearby Wonderbolts shooting disapproving looks in her direction. “That... was... awesome!”

“Awesome?” Ono remarked as if she didn’t see what her recklessness nearly done. “Our friends could have been smashed to pieces!”

“Yeah, but they weren't, right?” Lightning once again callously remarked. “Can't say the same for the clouds.” She commented on the now clear blue skies. “We totally wiped them out with that tornado. The other cadets will have to be up there for days to bust as many as we did.”

None of the cadets were pleased with this mare for her lack of concern for life as evidenced by their looks of appalled disgust that she would be more than happy to toss their lives to the trash if it benefited her. But Lightning paid no attention to it while offering a hoof bump with both of her teammates.

“A hoof bump? Seriously?” Rainbow returned just as angry as Ono for her behavior while refusing to bump hoofs with her. “You made me clip my wing. You sent half of our class into serious tailspins on the obstacle course. You unleashed a tornado that nearly demolished my friends!”

“Yeah, and?”

“Point being you actions put everyone around you in danger and you don’t even care.” Ono angrily added. “You lack discipline and patience all in the pursuit of wanting to be the best.”

“I get that you want to be the best. So do I! But you're going about it in the wrong way.” Rainbow added in agreement with the Guard’s Keenest of Sight.

“The Wonderbolts don't seem to think so.” Lightning shrugged to point out that Spitfire has been impressed with the results and records they broken together. “After all, Spitfire did make me the leader and you the wingpony.”

“You're right. She did.” Rainbow returned not even attempting to deny it.

But needless to say she is done playing this game before making her way to Spitfire’s office with Ono following after her but not without shooting another dirty look at Lightning who simply shrugged still not finding she did anything wrong.

Both Rainbow and Ono opened the door to Spitfire’s office where the mare is expecting a good reason for coming here. “This better be important. You're supposed to be up there busting clouds with your partner.”

“We're done with that, ma'am.” Rainbow reported with a salute with Ono doing the same.

“Already?” Spitfire returned surprised to hear this while turning back to the clock on her wall while taking off her shades. “That's an academy record! Explain your methods.”

“That's why we’re here, ma'am.” Rainbow answered before getting to the point. “Lightning Dust decided to use a tornado.”

“A bit excessive for cloud-busting.” Spitfire commented with a scratch of her chin before giving a pleased smile to the two. “But judging from your time, it was obviously an effective tactic.”

“Yeah, well that "effective tactic" nearly took out our friends!” Ono commented thinking it shouldn’t be worth a medal. “No disrespect, ma'am, but there's a big difference between pushing yourself as hard as you can and just being reckless.

“Yeah!” Rainbow commented in agreement. “And if being reckless is what gets rewarded around here, if that's what it means to be a Wonderbolt, then I don't want any part of it.”

“What are you saying, newbies?” Spitfire demanded where they are going with this.

“We quit.” Both Rainbow and Ono stated while taking off their badges and placing them on her desk before storming out of her office much to her shock that they actually did that.

As soon as the doors closed after them, Rainbow had an expression of regret knowing that there is no going back now while Ono sighed knowing that he is throwing away a perfect opportunity to train and prepare himself for whatever the Pride Lands worst adversary has in store for everyone. But they both had strong morality that says just because you can do something doesn’t mean you should and that wasn’t worth pursuing.

“You did what?!” Applejack commented in shock with what both flyers have told them once they regrouped back at the runway by then both Twilight and Kyoga had arrived on the scene.

“Being a Wonderbolt was your dream!” Rarity added just as shocked that Rainbow would go through with giving it up.

“Not anymore.” Rainbow seriously responded while packing her saddlebag ready to leave.

“I'm sorry, Rainbow Dash.” Twilight sympathized with a hoof on her back with Applejack doing the same. “I know how much this meant to you.”

“I know.” Ono remarked with slight regret but can’t take it back even if he wanted to. “But what’s done is done. And it’s the worst thing we’ve ever done.”

“I know.” Kion acknowledged while understanding their reasons.

Just when both Twilight and Applejack comfort Rainbow for making the toughest decision she has ever made in her life, Spitfire arrived on the scene with words to say to her and Ono.

“Rainbow Dash! Ono! How dare you two storm out of my office without giving me a chance to respond!” She scolded them with her two assistants following behind her. “The Wonderbolts are looking for the best flyers in Equestria, but you were right.” She added while taking off her shades after giving it some re-thinking. “Being the best should never come at the expense of our fellow ponies. It's not just about pushing ourselves. It's about pushing ourselves in the right direction. You've shown that you're capable of doing just that.”

She nodded at the two ponies behind her who moved aside to have Lightning brought forward to her. It’s evidently clear that Lightning has been brought to be disciplined for her actions.

She is given a stern glare from her commanding officer before being stripped of her badge and pointed a hoof towards the opposite direction. She has been dismissed from the Wonderbolts for her recklessness. And suffice to say Lightning was not expecting this at all this just after she was praised for the results she produced ever since she got here. And left her feeling crushed deep inside.

Twilight taking note of this felt sympathy for her having a good feel that even with what she did and how she got here, she didn’t deserve this kind of punishment. And that’s where she put her hoof forward in her defense.

“Wait!” She bravely called out before she could be escorted off of the premises. “I don’t think you should kick her off the premises for this.”

“What was that young mare?!” Spitfire demanded an explanation for her bold choice to speak out.

“Forgive me ma’am.” Twilight began in an apologetic manner before approaching her with what she is personally thinking. “I know this isn’t my place to speak out, but I think you should reconsider. I mean sure what she did was reckless and not Wonderbolt material but all she was just trying to do was prove herself and secure a spot in the Wonderbolts. And from what I’ve heard and no offense ma’am but you rewarding her and encouraging this kind of effectiveness beforehand did have a hoof leading up to this.” Spitfire looked aside with a look that knows that she is right with Lightining feeling surprised that she is sticking her neck out for her. “I mean this doesn’t excuse her actions and it doesn’t mean she shouldn’t be punished, but I don’t think it’s fair to expel her and have her dreams crushed over this misguided direction of what she thought of how to go on about it.” Both Rainbow and Ono thought and came to see what Twilight is trying to say while recalling the previous wedding once more. “While I promise to respect whatever decision you make, all I ask is that you reconsider and give Lightning a second chance.”

Spitfire processed her words before making her decision after a few seconds.

“Very well.” She nodded before turning back to Lightning. “Lightning!” The mare groaned wondering what more is she going to take away from her until she continued addressing her. “Here!” She placed the silver badge on her chest. “You’re getting a second chance thanks to your mare friend here.” She gestured to Twilight. “But no more reckless stunts like that again. Or else, you can forget about being a Wonderbolt at all. Got it?”

“Yes, ma’am.” She complied taking this demotion over being expelled without question.

“Good because now you follow Rainbow Dash and Ono’s lead.” She said while placing two gold badges on both Rainbow and Ono’s uniform while removing the bronze medal from Ono’s uniform. “You're no wingpony, Rainbow Dash and you’re no mid-swing bird, Ono, You're both leaders.”

“Wow!” Ono felt pleased with this promotion but it was nothing compared to the sudden gushing excitement from her Pegasus partner.

“OhmygoshOhmygoshOhmygoshOhmygoshOhmygosh!”

Everyone including Spitfire is very proud of them before the leader of the Wonderbolts put on her shades and adopted her serious expression once more.

“Now get out there and give me twenty!” Spitfire barked an order for them.

“Yes, ma'am!” Both Rainbow and Ono saluted before leading everyone to perform laps around the skies around the academy.

Seeing this left Kion very proud of the two of them feeling they truly deserve a role in leadership amongst the elite flyers in Equestria especially Ono since he has shown remarkable improvement since joining them.

“Looks like having Ono join the Wonderbolts was the right call.” Twilight commented to Kion. “He sure has the wings and leadership of a true Wonderbolt.”

“He sure does.” Kion didn’t even deny that before bringing up something else. “And you sure have a heart in giving others a second chance.” He complimented the mare who slightly blushed trying to think nothing of speaking out in Lightning’s defense.

“I just didn’t think being expelled over a mistake that was previously encouraged was truly warranted.” Twilight tried to say to downplay it to which no one was buying it while shifting her eyes to the side.

“Sure you were.” Kyoga remarked with a teasing smile. “Like you did back at the Savannah Summit.” She recalled doing the same for Makuu.

“Well, King Simba and Princess Celestia wanted me to keep a close eye on him and he sincerely proved he wasn’t causing any trouble.” Twilight humbly and honestly pointed out.

“And we’re not saying it’s a bad thing.” Beshte chimed in. “We’re saying that’s good that you’re sticking your neck out for those deserve to be redeemed for their mistakes.”

“And it is very kind of you that you care.” Fluttershy sweetly added.

“Aww, stop.” Twilight shrugged with a hoof in a playful manner. ”You’re embarrassing me.”

Just then Pinkie suddenly remembered why there are here in the first place. “Wait!” She called out to the Wonderbolt cadets doing laps. “You didn't even get to open your care package!”

The Guard chuckled upon seeing this sight before getting her to see that they’ll open in once they are done for the day. Which did not go unnoticed by Scar watching from down below a lower cliff from where he secretly used unnoticeable magic to increase the intensity of the tornado Lightning created.

Scar then quickly teleported away before being spotted by both of the new leader of the Wonderbolt cadets in flight.

Sometime later that night, Lightning is sleeping in her quarters before being awaken by a sudden flash of green light in her room.

“What the horsefeathers…? She exclaimed upon waking up and looking at the source of smoke in her direction. “What’s going on?”

“Don’t worry, Lightning.” The voice from the voice of Scar told her before appearing in the flesh. “We’re friends here.”

“Scar.” She quietly voiced in fear of him along with her shaking hooves like she has to go to the bathroom. “What do want from me?”

“Actually, I’m here to give you something.” Scar voiced on the contrary while offering her a new uniform that is colored black with neon green stripes on it. “A little something for someone who deserves to be the best of the best.”

“Why?” Lightning wondered why he would offer her this. “I couldn’t possibly stray away from the Wonderbolts.”

“Ah that’s true.” Scar slyly nodded. “But they also encouraged you to act reckless in the first place and they rewarded you for it.” He then reminded while circling around the mare. “Ever since you got here you have performed the fastest time on the Dizzitron on the hardest level, kept up with the Pony Guard’s fastest, captured the most flags, and achieved record times in every obstacle course and training exercise thrown in your path.” He then leaped on her bed with his claws sinking into her mattress. “You were named lead pony for those reasons along with the fact that unlike Rainbow Dash you were meant to push limits.” He then removed his claws from the mattress before moving over to the mare just inches away from her.

“But it was those reasons that cost me lead pony.” Lightning brought up while trying to understand how he knows all of this. “And how would you what’s best for me?”

“Because I’m a mind-reader and a pony expert.” Scar simply responded before locking eyes with her. “And I’m telling you what is best for you because I know that’s want you want. You were meant for this, you deserve to be the top Wonderbolt here.”

“Well, that’s true.” Lightning came to agree the point he is trying to make. “I do.”

“Then why not prove it.” Scar tempted once more while lifting his suit to her. “Show them what you’re truly made of and that they were wrong to try to have you kicked out of the Wonderbolts over such a mistake that didn’t deserve expulsion.” Lightning was left more and more with her conflicting thoughts unable to deny that this lion is speaking the truth as much as the Wonderbolts on their assessment of her.

“What do I have to do?” Lightning asked of the lion who smirks upon seeing that she is on board with whatever he has to offer her before he moves to explain what he has in mind…

Author's Note

In this episode, both Rainbow and Ono join the new recruits in boot camp for Wonderbolts flight training. There they meet their new partner and lead pony Lightning Dust, a bold and daring pony just like Rainbow, willing to do anything to be the best... even if it meets getting reckless and tossing the other recruits and teammates aside with no value to her.

Here Ono is joining Rainbow Dash because the latter sees it's training it has to offer something that the former could use which proved crucial in helping save his friends and further cementing himself as Wonderbolt potential. With this new training, Ono should definitely be ready for the next time Scar comes around.

One thing I'd like to point out that after watching this episode, while there is no denying Lightning had it coming in the end, getting kicked off the Wonderbolts after driving on being rewarded for it was quite harsh and she never got the chance to redeem herself later on.

Luckily for her, one mare was willing to speak up for her to convince the Wonderbolts to give her that chance and she seems like she is moving towards that path...

...at least until Scar paid her a visit and used the power of persuasion to convince her otherwise. And whether he wants her to do to get what she wants to well, it's a mystery for later on in this series.

A heads up it's going to be about a week until the next published chapter, but when we get back we will have the mid-season finale coming up next and for this we will have the first 4 comics of the FIM IDW series to serve as the season's first 4-parter for this episode so stay tuned as both Chrysalis and Scar cook up another scheme together to try to take over Equestria in the Return of Queen Chrysalis.

Episode 11: The Return of Queen Chrysalis Part Two

Episode 11:

The Return of Queen Chrysalis Part Two

With the Cutie Mark Crusaders and the young Pride Landers at Scar and Chrysalis’s mercy, and the royals busy protecting Canterlot, the Lion and Pony Guard are all in action and on their way to the changeling kingdom to save them.

They were provided a map to the changeling kingdom in order to guide them closer to where the bad guys are keeping the kids and so far they are all making progress.

“Well, we’re here in Macintosh hills.” Twilight told everyone while pinpointing their current location. “We need to go south through the Appaloosan Mountain range and then through the forest of Leota…and that should bring us to the gates of the changeling kingdom. Simple! And there’s a path craved into the mountains, some old mine system. We’ll go in there and we’ll be through the mountains in no time!”

After everyone gets a good look at the map Twilight zapped it away with her magic.

“Got it!”

“That’s shouldn’t be a problem.”

“Heck, that should be easy. Through the mountain and through the forest.”

Fuli, Kion, and Bunga nodded.

Others like Fluttershy, Ono, Pinkie express of how they describe it.

“That…sounds dark…”

“Dangerously creepy…”

“…and spooky.”

And there is one, aka, Rainbow Dash who wants to try a faster route.

“Err…through the mountain? Let’s just go over it!”

“We can’t all fly, Rainbow Dash.” Applejack reminded. “And I’m pretty sure neither Lite nor Ono wouldn’t want to head out on without their friends.”

“Nope.”

“Not happening.”

“The fastest way is through the mountain.” Twilight reminded the impatient Pegasus.

“And we only got three days to save Sweetie Belle, Apple Bloom, Scootaloo, and our little fan club.” Fuli added with a sense of rationality. “There’s probably a very good reason why shouldn’t go over the mountain.”

“Fuli’s right.” Rarity agreed. “I say we take the fastest route.”

Rainbow grumbled seeing she is facing a losing argument while plopping to the ground. “Well, excuse me Fuli for saying the fastest route is over the mountain.”

“No.” Applejack asserted against anyone going solo and her friend from picking an argument at an inopportune time. “We stay together as a group.”

“That’s right. No point in straying from the main path for quick short-cuts.” Kion firmly agreed. “If we want to save the kids and stop Scar and Chrysalis we need to stay together!”

“That’s right!”

“Now let’s get this party started!”

Both Bunga and Pinkie cheered.

“This isn’t a party, Pinkie, Bunga…” Twilight seriously chided. “…it’s a rescue mission!”

“You know what we mean!” Pinkie responded still cheerfully.

“Where we all kick butt and save the day as always.” Bunga added.

Everyone starts to head out with Rainbow trailing from behind still frowning and preferring to want to fly over the mountain.

Just when they are heading out in that direction, Fluttershy had something on her mind in regards to when they get to the cave. “Do we know where the entrance to the mine is?”

“I’m sure we’ll find it if it’s nearby.” Beshte assured with Ono flying up to see if he can spot it from above.

“Let’s see if I can spot it from here.”

Rarity expressed her confidence to her shy friend that it shouldn’t be a problem for her. “I’m sure I can find it…if they mined gems, I know I’ll be able to sense it!”

“Hapana!”

“Aw, Ono, don’t feel all surprised, I’ve told you this before.”

“No!” He quickly corrected when everyone else widens their eyes with some of the crew with agape mouths at the sight in front of them. “Because I think we just found it!”

“I don’t think we’ll need your super-gem senses to tell us where it is…” Rainbow began.

“…because we’re already here.” Thorax added while everyone gets a good look at the entrance. A dark chamber with two diamond dog statues on each side of the opening.

“Eek!”

“Oh, boy.”

Both Fluttershy and Kovu whimpered at the sight of potential danger inside.

Even so Applejack and Kion wasted no time in leading the way.

“Well, we’re not making any progress if we’re standin’ here gawkin’.”

“Let’s get a move on!”

While the group made their way inside, Rarity and Fuli have expressed sudden disgust upon seeing the spiders crawling around the area. Even moreso, when Bunga starts munching on them.

“Eww, Bunga!” Fuli complained.

“What?” He nonchalantly asked.

“You don’t do that! You don’t even know what’s in them!” Rarity explained while looking away and gagging.

“Eh, I eat a spider, so what’s the big deal?”

“It’ll be a big deal if said spider is venomous.” Ono warned.

“But was that venomous?”

“No…” He admitted.

“See! Nothing to worry about here.”

“Yeah! Nothing but boring old rocks and this guy!” Pinkie pulled up a skeleton head. “Say “Hi!” to Mr. Bones!” She then said mimicking a male voice. “Ello, Pinkie!”

Kyoga simply shook her head before turning to Twilight using her horn as a flashlight while leading the way. “Well, hopefully that means no one is here and we can just walk on through with no issues.”

“That’s good.” Kyoga commented with Twilight nodding in her direction before turning ahead.

Rainbow however still wasn’t convinced as she scoffed. ”Saying things like that just means you’re begging for something to happen.” Just on cue, a pebble falls on her head. “See?”

“Oh, you mean this.” Twilight presented said magic dropping another pebble on her with a teasing smirk with it turning into a serious frown. “Might want to be careful with that mouth of yours before you get everyone else into trouble.”

“What is that supposed to mean…?!” Rainbow angrily demanded when suddenly rumbling is heard with a deep, booming and intimidating voice roaring from nearby.

“Po-nays!”

Hearing this had the unicorns hugging each other for dear life, Rainbow ducking behind them, the earth ponies trembling greatly, and Fluttershy quickly cowering to the ground with Kovu ducking behind the Pegasus for safety.

At the same time, the other’s quickly got into fighting stances ready to defend themselves from whatever giant is approaching them…

…one that stands very tall and large, bald head, big nose, big tooth, big gut, a heart-shaped tattoo, and a brown tarp covering his private parts.

“A cave troll” Twilight immediately recognized much to her delight. “How exciting! They’re much bigger than the “cave dweller’s reference guide” says they are!”

“Of course! How very interesting!” Ono realized while frightened and amazed at the same time.

Rainbow still found it anything but interesting. “Exciting? What is wrong with you?!”

“Po-nays! Pwetah Ponay!” The cave troll said while making his way to pick up Fluttershy much to her discomfort with Kovu quickly ducking behind Kyoga for safety with Thorax ducking behind her siblings.

“Eek!”

He grabs a twig in the shape of a brush before combing her long pink mane. “Pwetah har on dah pwetah ponay.”

“Wow.” Kyoga remarked finding it rather odd but acceptable at first. “Okay.”

“Yeah…that was…um…” Beshte struggled to find the right words for it.

“Well that’s…er…strange.” Rainbow added similarity to the lioness just when the yellow Pegasus is still trembling in the giant’s grasp.

“Very creepy.” Ono added still creeped out by the cave dweller.

“Hey!” Applejack yelled out to him in her defense. “Put her down ya’ big lug!”

“Yes! Put her down this instant!” Rarity also demanded. “Just look at what you’re doing to her poor mane!”

“Oh, come on…” Kyoga tried to speak in his defense. “…It’s not that bad.”

The cave dweller paid no attention while placing Fluttershy on a hill alongside his belongings. “Next ponay!” He then eyes Rainbow Dash “Ponay!”

“Hey!” Rainbow tried to make a break for it but was quickly grabbed and styled her mane into a girly girl with dimples and a bow.

This had both Pinkie and Bunga laughing while Kion and Twilight were both horrified by his handiwork.

“We’ve got to stop this!”

“Agreed.”

“Yep, now it’s weird.” Kyoga said with second thoughts while seeing the horrified fashionista.

“I don’t know.” Fuli expressed with a stifled giggle. “I think she looks very cute that way.”

“Yeah!” Applejack supported that teasing comment at the Pegasus’s expense while amusingly smiling. “Can we let it go on for one more minute? I think he’s about to make Rainbow look like a lil’ darlin’!”

“I can hear you!” Rainbow said to them with irritated crossed arms.

“You know we love you darling…”

“…very much.”

Both Karabi and Lite further teased their cyan-eyed friend.

“Shut up!”

Twilight looked up while speaking to both Applejack and Kion for ideas. “I can use my magic to bring them both down here…think we can make a run for it?”

“I don’t know…” Kion didn’t seem to think so. “…he’s got size on his side.”

“Pretty sure he’d catch us lickety-split.” Applejack added before placing a hoof over Bunga’s mouth knowing what he is going to say. “And no Bunga, we’re not going to have Kion use the Roar on him so don’t start.”

“Aww.” Bunga groaned in disappointment.

Rarity cleared her throat before stepping forward. “A-hem. I think I can handle this. Follow me, Pinkie, Ono, I could use your assistance.”

“Okay.” Ono obliged while flying on towards her ready to assist when needed.

While Rarity stepped forward towards some nearby rocks twigs, weeds, and boulders, Kion turned to Twilight wondering what she is doing. “Any idea where she is going with this?”

Twilight simply shrugged in response. “I don’t know.”

“Relax!” Pinkie quickly assured them. “Just step back and watch the artist do its work.”

Using her magic, Rarity was creating something using the nearby rocks and plants to her liking. “Hmm. Just a bit more moss on that one…“

“Good, good.” Ono commented with a serious eye of observance.

“Pinkie? Could you add just a touch more vine on that one? And the part should be to the right, not the left.”

Sometime later with Pinkie's assistance, Rarity has just created and presented six pony stone statues. “Ta da! Fine looking if I must say!” She proudly presented her handiwork although some of her comrades looked rather perplexed.

“Yeah…”

“…looks good…”

“…very fine looking…”

“…if you’re impressing stone creatures…”

Kion, Behste, Ono, and Bunga all commented.

“No kidding.” Fuli commented with a rather deadpan expression.

“What are you going to do with those?” Applejack asked just when she is being hoisted for her turn in a hair styling makeover with only a nearby root for resistance.

“Watch and learn.” Rarity charmingly replied before calling the cave troll with the same tone. “Oh Mr. Trooooooooooooll… I have a surprise for you!”

The stone cave troll gasped with hearts in his eyes upon seeing the stone ponies. “Ponays!” He quickly dropped Applejack and started playing with his new “friends” providing Fluttershy and Rainbow an open window for them to escape the shelf they were placed on.

Applejack disgruntled at being dropped like that stuck her tongue out in the distracted troll’s direction at the same time Rainbow quickly removed and undid the makeover the troll gave her.

Pinkie liked what she is seeing in regards to the troll’s new hobby. “Aww! He has new friends!”

“So very thoughtful of you!” Bunga endearingly commented feeling touched himself.

“Oh, it was nothing darling.” Rarity modestly spoke before trotting forward.

Just then the cave troll was cuddling and fingering a pony statue shaped in Rarity’s design and mane. “I wiw cawl dis one George.”

“George?!” Rarity gasped in offended shock.

“Aww, how cute!” Bunga gushed and then laughed.

“That’s not meant to be a cute name! It has my looks!” Rarity protested just when Twilight whistles to everyone so they can get out of here while they still can.

“Come on everypony, everyone. Let’s get out of here while he’s distracted.”

“Let’s go!” Kion added while having to gently urge a tearing up Rarity to move too.

“But…but…” She whimpered.

“Come on, George!”

“Let’s go!”

Both Rainbow and Fuli smugly smirked at the upset unicorn before they all got away from him.

“He wasn’t really a bad lumbering beast, was he?” Fluttershy asked the others once they got a safe distance from him.

“Not really.” Beshte replied thinking he wasn’t.

“Even if he has rocks for brains.” Ono remarked.

“And he did get bits of stick stuck in your mane.” Rarity commented with a snort. “That’s a rather beastly thing, if you ask me.”

“Still mad, George.” Kyoga asked with a teasing smirk which was met with a glare which had her stepping back and backing off upon seeing that she doesn’t find it funny. “Okay, okay.” She said while backing off.

“He just needed some new friends.” Kion thought lightly of it.

“Anyways…” Twilight said wanting to get back on track on their journey while pulling out the crystal orb that has their map. “…Let’s check where we are on the map. I bet we’re almost halfway through the mountain!”

While Twilight pulls out their current progress both Scar and Chrysalis do the same via the former’s magic with the latter resting on her couch.

“Well, that was very interesting, wasn’t it?” Scar commented to the changeling queen.

“Interesting all right, if you like watching the most idiotic creatures get fooled in an instant.” Chrysalis growled at the sight when Twilight affectionately rubs her cheek on Fluttershy’s face for her kindness throughout their journey.

Just then the kids are continuing to ramble off more cutie mark suggestions off the tops of their heads much to the queen’s increased annoyance.

“Have we ever tried to get our cutie marks in toy making?” Apple Bloom proposed.

“I love toys!”

“Me too!”

Both Shakku and Gumba commented.

“I’d bet I’d make a good toy and maybe Kwato would do!” Sweetie thought to herself with a cuddly smile to herself while her zebra friend looking very uneasy at the idea.

“Um, no thanks. I’d rather live the rest of my days stuffed.”

“That’s what you’re getting from that? The new Ponyville build a zebra shop!” Scootaloo questioned.

“No, build a pony.” Kwato corrected.

“We could get our cutie marks in troll hunting!” Scootaloo then pressed with a new idea.

“But aren’t trolls frightening?” Kambuni trembled.

“Not this one.” Mtoto corrected.

“…or maybe the second most idiotic creature.” Chrysalis corrected herself while stretching her eye lids in further annoyance to their antics.

“At least we can be thankful we’re not surrounded by idiots.” Scar pointed out with little emotion. “If you thought that was bad you should have been there when recruiting the hyenas to help me conquer the Pride Lands.”

“Let me guess…” Chrysalis remarked with dull surprise. “…They annoyed the heck out of you?”

“That and they fumbled an easy opportunity to dispose of Simba when he was young twice. And I didn’t even know until he returned years later that they lied to me about the second time I sent them after him.”

“Wow, I stand corrected.” Chrysalis voiced now somewhat surprised with their incompetence.

“Yes, and thinking back, I don’t know what I was thinking sending them after him when I had the chance to kill him on the spot.” Scar recalled said memory of him restraining himself from sinking his claws into Simba’s back when he was crying his heart into his paws. “But I thought to myself, Zazu should be coming too after recovering a face first hit to the wall and alerting the lionesses about the stampede.” Scar in the past was deep in thought questioning himself just after sending the hyenas after his nephew. “So there I was thinking, I can’t risk getting caught red-pawed, so I better send someone quick before they arrive.”

“Make’s sense, although your paws look more orange than red.” Apple Bloom remarked while getting his attention. “So you probably would have been orange-pawed if you were caught.”

“Noooo. His orange fur got more of a reddish-brown touch to it.” Scootaloo corrected.

“Well technically it is reddish-orange so he’s technically red-pawed.” Gumba added.

“Oh, what does it matter, he didn’t do the crime so he wasn’t caught.” Shakku threw in.

“But he still considered doing it.” Mtoto pointed out before turning to said lion in front of him. “And that was a very bad thing to do, Scar!”

Mtoto then backed away in fear of the lion when he slowly approached still looking stoically directly in the eyes. “Yes I did, and I will admit you’re a smart and brave little elephant, Mtoto. But you must realize that I’m fully accustomed to this sort of thing so don’t expect a medal of honor for your feeble attempt.”

The young elephant released a scared gulp silently pleading not to be hurt before said lion turned away leaving him in the comfort of his friends who are all cowed into silence.

“Phyrnax!” Scar called for him who immediately appeared before him and Chrysalis. “Take a few changelings to the caves leading to the changeling kingdom and split a few cracks into their path together if you know what I mean. Zira and the others will there be there to help out.”

“Because it is time to have a little fun with Twilight Sparkle and her Lion and Pony Guard friends by throwing a little wedge in their little party.” Chrysalis added.

“Pinkie Pie loves parties!”

“And Bunga sure loves a good chocolate banana split ice cream!”

Both Apple Bloom and Gumba commented cheerfully which earned them a stern look from the changeling queen.

Scar ignoring their comment then pressed forward pressed forward with seeing to it that the small group of changelings gathered ready to fly over. “You all know what to do?”

“Yes, sir. Yes ma’am.” The leader of the group obliged to their commands.

“Then go!” Chrysalis commanded. “You have your orders! And we’ll be watching!”

The changelings were all able to get to the caves where the Lion and Pony Guard are traveling by some statues they have come across along with some more skeleton heads which had both Fluttershy and Kovu visibly disgusted.

“It all looks pretty easy from here.” Twilight said to everyone while continuing to lead the way while the changelings sneak their way from above unnoticed to group up with the Outsiders waiting for their leader's signal. “Just keep going straight and we’ll be out of the caves in no time!”

"Everything set?" The lead changeling of the group asked.

"Ready when you are!" She reported before spotting the Guard walking together at the right spot. "Ready?" She asked the other lions who nodded all ready for her command.

Just then on cue Zira quietly whispered with a very teeth sporting and blood thirsty smile. “Now!” to the other Outsiders along with two of her children and the changelings from above and outside the cave stomp and jump on the ceiling to create a cave in which was felt from inside when they all sensed the crumbling.

“What’s that?!” Bunga turned to the others.

“Oh no! Do you think there’s another troll?” Fluttershy worried.

“…I don’t think it’s a troll…” Beshte correctly theorized.

“…it’s not…” Kion confirmed with growing alarm in his tone of voice.

“…it’s a….” Ono added.

“…it’s a cave in!” Rainbow screamed when giant boulders start to fly down and crush everyone down below. “Run for it!”

“No!” Twilight tried to insist otherwise. “Try and stay together! Come back!”

But it was no use since everyone split into smaller groups with Fluttershy quickly swooping in to fly Twilight, Kovu, and Ono out of harm’s way just when a huge pile of rocks come crashing down beside them forming a great big wall in front of them.

“Pinkie Pie, Bunga, Beshte, Rainbow Dash, and I are here, is everyone else okay?” Kion called to everyone.

“Rarity, Kion, and I are over here!” Applejack called from their blocked off part of the cave. “How about you Twilight?”

“Fluttershy, Ono, Fuli, and I are okay!” Twilight reported with a sigh of relief that they nearly dodged a bullet there while wiping the sweat off of her forehead.

“So are we!” Thorax called out to the others accompanied by the sibling trio. “Glad to hear everyone is okay!”

With that, Twilight quickly gave instructions for everyone. “Move deeper into the caves! I’m looking at the map…it looks like there’s an opening near the exit where all the tunnel’s meet! We’ll meet there and get out of here? Okay?”

“Got it!”

“Will do!”

“Then let’s go!”

Beshte, Kion, and Fuli stated in agreement before the four groups all head forward with their respective groups…

…all while being watched by changelings from just above.

“Yeeesss…Now it’sss time to have sssome fun…” One of them declared before they all changed into mean duplicates of the main cast themselves ready to play mind tricks on them while the Outsiders move to sneak out of the tunnel unnoticed.

"Earth to lion! Earth to lion! This is skinny and scraggly here!" Nuka whispered to the rooftop. "The bananas are split four ways, cue the vortex."

"What?!" Chrysalis's voice spoke to them rather dumbfounded by what he just said. "Are you all in trouble?!"

"No, no, no." Nuka quickly shook his head before properly explaining himself. "The Guard has been split up into four teams, have Scar conjure us a ride out of here and back to the lair."

"Seriously?" Chrysalis groaned at his unintentional false alarm before turning to the head of their team. "Scar, would you mind?"

Scar does so without even looking at her with a single raised paw which allowed everyone to stealthily escape back without being spotted. "Nobody like's code names anymore." Nuka sighed sadly before joining his family into making their way back to the lair for the next part of his master's plan.

"Maybe if they weren't so embarrassingly worded that way." His sister pointed before being the last lion to leave the ruins just when the vortex closes up and vanishes into thin air.

On the first path, where Rainbow, Bunga, Beshte, and Pinkie are both Rainbow and Beshte lead the way while both Pinkie and Bunga trail behind while treating this as a non-issue.

“Pick up the pace, Pinkie, Bunga! I think there are snails in the cave that are lapping us!" The blue Pegasus attempted to urge them to do so.

“I bet snails are so slow because their shells are too heavy. If they had balloons tied to them, they’d be much faster!” Pinkie openly thought.

“That could be possible!” Bunga agreed then thought rather eagerly at the mention. “Ooh! I wonder if there are any snails nearby so I can snack on them?”

Rainbow was left mind blown by what they said before the former spotted something down below. “Hey! Look! There’s Applejack, Kion, and Rarity. I bet if we had a balloon, we could get down there!”

“Yes, if only we had a balloon.” Rainbow sarcastically remarked in annoyance.

Beshte turned and saw them, or more accurately who they think are their friends and smiled as he called out to them. “Hey Kion, Applejack, Rarity, over here!”

“Whatever! Don’t care!” Fake Kion callously dismissed much to the hippo’s surprise.

“Okay, I guess I see you over there.” Beshte then said trying to shake off what he just heard. But his response didn’t even get an answer back from the fake lion prince. He then turned to Rainbow who was equally confused. “Was it just me or did my eyes take in some dirt from that cave in?”

Rainbow examined his eyes and found nothing wrong with them. “Nope, your eyes are fine. We just need to get down so we can join them.” She then placed her weight under Beshte’s along with Pinkie with Bunga sitting on top of the hippo while they prepare to make their way downhill towards them. “Hold on!”

It took quite some double down lifting on both Rainbow and Pinkie’s part but she was able to safely bounce her way down. She was able to give Rainbow the assistance she needs in order to safely move the Lion Guard’s Strongest down the hill who likewise was able to muster enough strength to do the job.

“That was fun!” Bunga remarked with Rainbow glaring at him since he did zero work in helping out. “What?! I’m not the Lion Guard’s strongest!”

“At least that was faster than a balloon.” Pinkie commented. “I bet Snails would love you to fly them around!”

“What is she getting at?” Bunga asked the irritated Pegasus above him.

“Nothing.” She answered before turning to the randomly speaking mare. “And are we still on that?”

Deciding it was best to press forward they turned towards their friends’ doppelgangers only they were greeted with a rather unexpected reaction since they don’t know who they really are.

“I’m just glad I didn’t get stuck with Rainbow Dash.” Fake Applejack expressed with a mean smirk while Rarity snickered. “I can’t stand that pony. She’s so full of herself.”

“Ugh. Or we could have been trapped with Pinkie Pie or Bunga.” Fake Rarity added. “Can you imagine how awful that would have been? I’ve never met a more annoying pony.”

“Or honey badger in that regard.” Kion added rather dismissively. “I can’t believe I even wasted time with him and Pinkie. Those two make me sick inside.”

“Come on Kion.” Beshte attempted to reason with him. “Surely you didn’t mean that.”

“Oh I meant every word.” He asserted while refusing to look at him. “And if I were you I suggest you take like a plane in Big Springs and get lost.”

Hearing this had Pinkie and Bunga reduced to tears with the former’s poofy mane deflated and sparked fire in Rainbow’s eyes while Beshte was still mind-boggled trying to understand what had just happened.

“How…what…I thought we were friends! How dare they!” Rainbow spoke enraged by what they just said.

“I…I’m annoying? Why hasn’t anyone told me about that before?” Pinkie cried.

“Me too? And why didn’t Kion do anything back there. I’m his best friend alongside Twilight!” Bunga added in tears while the three changelings quickly duck for cover from the nearby shadows.

“Well, who needs those jerks?” Rainbow then stated in a snorted huff before leading the way with both Pinkie and Bunga following him. “Not us. Let’s get out of here…without them.”

“But Rainbow…” The Guard’s Strongest tried to speak with his heart for them still strong even when still stung by their remarks. “…surely this has to be some kind of mistake.”

But Rainbow wasn’t in the mood to listen. “Sorry to break the news to you buddy, but our so called friends made it clear of what they think of us.”

Rainbow then pressed forward with Pinkie following after her still very hurt and saddened by what she heard. “I just don’t know how any pony could think I’m annoying…I’m delightful!”

“Me too!” Bunga choked in tears. “What the heck just happened?”

Elsewhere in the caves, their mean duplicates spotted Twilight, Fluttershy, Fuli, and Ono making their way down their path.

“Man I can’t stand Twilight. She’s such a know-it-all egghead! Along with that nosy beaked egret, Ono.” Mean Rainbow started.

“What?!” Ono questioned finding that insult coming from out of the blue.

“And what about Fluttershy? She’s scared of her own shadow! She was so useless to bring along…”

Fluttershy was left hurt and curling her long pink tail to herself while wiping the tears that were forming on her eyes while Twilight was left visibly stunned hearing that.

“Why…why would they say things like that?” Twilight asked sounding hurt.

Before either Fuli or Ono could say anything about it they heard both what they thought was Bunga and Beshte talking bad about them.

“Egghead! That’s Ono you’re also talking about! You should have seen how mad he got when I threw an apple pie behind his back!”

“Maybe should you try that with Fuli and make her trip up and hurt herself. At least she wouldn’t be running off ahead and leaving us alone in the dust if we were to come across a family of baboons she hates so much.”

“What?!” Both Fuli and Ono exclaimed in offense. “How dare you!” They shouted in the direction of the voices they heard.

Elsewhere a few caves over…

Are their mean clones talking to the real Applejack, Rarity, and Kion.

“Applejack is acting like she’s in charge of this whole thing? Hmf!! Like she has the knowledge or the magic to defeat anything. She’s kidding herself.” Fake Twilight said in her direction which had her halting on the spot.

“I can’t believe Rarity even came.” Fake Fluttershy expressed with a malevolent grin. “Even if her sister is in trouble, I didn’t think that would matter more than keeping her hooves clean.”

“And there’s the fact that Kion’s only leader of the Lion Guard because he has that Roar of his.” Fake Fuli added rather mockingly. “Without it he is capable of getting attacked and beaten by cute little kittens.”

“And he has the nerve to call himself a leader after all of that.” Fake Ono added rather crudely. “Why call it a Lion Guard when there is only one lion or really one lion who’s leading a bunch of children like us in the face of danger?”

Hearing this had the trio enraged with to the point their eyes were colored red briefly.

“Kidding myself?!” Applejack angrily snorted steam from her nostrils.

“Wha…Fluttershy…How dare she!” Rarity added just as angrily.

“Fuli! Ono!” Kion shouted in their direction yet finds their mean clones are not there. “Grrr!”

“Let’s get out of this mountain and go get our sisters and our fellow fans. We don’t need their help.” Applejack declared to the two who both nodded in agreement.

“Let’s.” Kion heavily stated in agreement still fuming before setting forward.

Shortly afterwards, all four groups have finally reached the end of their split paths and managed to regroup just in front of the cave’s exit but by then the damage done by the changelings has already taken its toll and everyone’s tension towards each other is at an all-time high.

“Finally the exit!” Twilight happily said upon seeing the light at the end. “We can get out of here!”

“Finally, I can’t be more than happier to get out of here more than ever!” Kion bitterly remarked in her direction.

“Huh?”

“We all found the exit without your “knowledge and magic.” Le de dah.” Applejack further hissed at the unicorn.

“Hey! There’s nothing wrong with magic… or being smart!” Twilight defended.

“I thought we all agreed on that.” Ono said trying to understand why they along with Rarity are giving her, Fuli, and Twilight dirty looks. “Geez, who’s been getting under your skin?”

“You guys, that’s what!” Bunga shouted at Kion who was visibly caught off-guard by his sudden verbal attack. “Treating me like a friend when really you were annoyed with me the whole time! I can’t believe you would say that to your best friend!”

“What?” Kion asked trying to understand why he would even say that to him. “Of course I'm your best friend and I always treat you like a true friend!”

“Sure you were.” Bunga returned unconvinced thinking it’s a ploy for a hurtful prank.

Kion could not believe by this sudden 180 and neither could Thorax, Kovu, Kyoga, Karabi, and Lite.

“Of course!” Applejack asserted in Kion’s defense. “You know he ain’t no liar and neither am I!”

“Hmm!” Rainbow scoffed in the earth pony’s direction. “Maybe you’re the one being “full of yourself!””

“Wha…” Applejack likewise was confused of what she was talking about.

There Twilight suddenly attacked her verbally. “Stay out of this, Rainbow. Oh, I’m sorry. Am I too much of an egghead for you? Should I use smaller words?”

“Or better yet…” Ono flew up to the Pegasus’s face just as angrily. “…should someone more smaller tell you that himself, like me?!”

Kion immediately got in between them while confronting the sharp-eyed bird. “Leave her out of this! Now how about you explain to me why you and Fuli felt the need to insult me within earshot, huh?”

“When did we…?” Ono tried to question before being cut off.

“Oh you know exactly what I’m talking about!” Kion threateningly snarled in his direction which had him yelping in response.

Fuli quickly rushed to his defense ready to fight him if he moved to attack. “Take it easy Kion…” She warned in a low tone. “…don’t do this…”

“Yeah, come on, we’re all friends here.” Beshte added trying to ease the growing tension within.

But it proved futile when everyone minus Beshte started yelling and arguing with each other.

During this Kovu quickly ducked behind the other’s finding it rather terrifying and heart wrenching while Thorax thinks to himself trying to wonder why this is happening while still visibly uneasy seeing this.

“QUIET!” Kyoga suddenly shouted to everyone to stop.

“WHAT?!” Everyone minus Beshte and Fluttershy angrily demanded.

“Why are you all fighting?!”

“You’re all supposed to be friends!”

Both Karabi and Lite chided.

“Well whatever happened back there shows we aren’t acting like it.” Twilight snarled back with her scar emitting smoke once more which had the two backing off in slight fear of her.

“Well, I’m just going to keep my mouth shut...” Pinkie bitterly stated. “…I wouldn’t want to annoy anyone!”

“And another thing…” Rarity added with her head up high before moving forward. “…I am not afraid to get my hooves dirty…I just don’t like it.”

“Well I’m glad to hear that… because they’re dirty now!” Applejack remarked.

“What?” She exclaimed in sudden disgust with what she stepped in.

“Is that water?” Kion asked upon seeing it.

“No, it’s warm, like someone drooled here.” Rarity corrected while desperately shaking off what she stepped in.

“Saliva? From whaaattt….?” Ono asked before spotting something very frightening in front of them. “Hapana!”

“Hevi Kabisa!” Kion exclaimed at the horrendous sight.

“Uh…girls…” Twilight began upon seeing what caught the keenest of sight’s attention. “…what has 8 legs, weaves a web and is looming over us right now?”

Pinkie suddenly in a cheerful mood had her mane restored to its poofy state before answering. “Oh! Oh! I know this one…is it, um… a turtle?”

“Try thinking of something bigger.” Bunga answered before getting wide eyed at the sight in front of them along with the others. “But really big. And something I really don’t wanna look at.” He added while covering his eyes.

“Like what?” She asked.

“A spider!” Fuli quickly answered while backing away slightly in horror. “A really huge and creepy spider!”

But Pinkie was still confused until Bunga opened his eyes and pointed to the opposite direction of her. “What do you mean? How can a spider be that big…” She then turned and looked at what everyone is dropping their jaws at and suddenly followed suit. “…Oh! That’s how! Thanks for the hint, giant monster!”

“I looked!” Bunga exclaimed once more before slowly backing away with the others from the giant blood red creature with eye patches on his two right eyes, a brown mustache, along with a black and brown stripped sweater and hat.

And from the looks from the ceiling from above, he’s not alone since he has a half dozen allies climbing down alongside him.

“Oh!” Fluttershy immediately recognized it. “Actually, it’s a giant tarantula! I’ve heard they’re very even tempered for being a monstrous arachnid…”

“Are you the egghead now?!” Rainbow exclaimed while ducking and covering her eyes not wanting to see what everyone is seeing.

Nevertheless, Fluttershy moved towards the tarantula with the hopes of sharing kindness to him while a blue colored and goofy looking spider with buck teeth borrowed the cowgirl’s hat much to the earth mare’s annoyance.

“Um, Fluttershy…”

“…Maybe you shouldn’t…”

Both Ono and Kion tried to persuade her against it to no avail.

“Relax…” Fluttershy remained positive that it’ll work. “…he’s probably just a big sweetie, just like the troll!”

She moved to affectionately scratch him on the mustache…

...only for it to be mean with a killer look and growl that intimidated her instead. “Or maybe not.”

She then shrieked and then quickly ran off with Rarity following after her.

“Yep, totally a big sweetie.”

“A real big one to match.”

Both Ono and Kyoga sarcastically remarked while the giant insects move to corner everyone.

“Bring it on!” Rainbow challenged upon facing a green spider with black sideburns, a green golfing cap and matching large buck razor sharp teeth, ready to fight her alongside Kyoga. But the spider playing dirty quickly moved to entrap her to the wall in a freshly made web with Kyoga barely dodging the attack.

THWIP!

“Um…Come on Twilight, you can take ‘em.” She said rather annoyed that she was taken out that quickly.

Said spider quickly joined his blue colored companion wearing a black tuxedo and top hat in cornering Rarity, Fluttershy, and Ono with the former trying to assert her ground against the creepy crawlers.

“Alright, you creepy…things.” Ono defiantly began. “Here are the rules…”

“Rule one…” Rarity said. “…No mussing of the hair or hooves…”

THWIP!

“…Oh, come on! I said no mussing of the hair!” Rarity complained upon being webbed to the wall with both Fluttershy and Ono.

“Apparently, these spiders have no respect for us.” Ono flatly remarked.

Fluttershy is still the only one smiling with further knowledge of them under her belt. “Did you know that spider silk is half as strong as steel? It’s really amazing…”

“Who are you, Twilight?” Applejack suddenly interrupted in the midst of attempting to fight them off. “I don’t suppose your freaky knowledge of spiders can tell us something about getting rid of them?”

“Like right now?!” Fuli expected while swiftly dodging every one that tries to lay a leg on her.

“Hmm…” Fluttershy thought along with Ono before speaking. “…I guess birds like to eat spiders, but I don’t really condone that…”

“Great…” Applejack took it anyways albeit sarcastically since there are no known giant chickens nearby. “…all we need is an 80-foot tall chicken and we’ll be all set.” She then managed to regain her hat while delivering a buck kick to the goofy spider that nabbed it from her. “Buck-a-Doodle-Do!” She then cheered in excitement. “Take that you creepy critters! Yee-haw!”

But her gloating opened the door for her to be webbed by them.

“Applejack, look out!”

“Twende Kiboko!”

Both Fuli and Beshte tried to quickly come to their defense and managed to knock away the spiders that pinned the farm pony to the wall but were left vulnerable to be webbed by the giant red spider still remaining.

“So much for that.”

“And this sure ain’t a fair fight anymore.”

“No kidding.”

All three commented upon being webbed leaving Twilight, Pinkie, Kion, and Bunga remaining along the trio of siblings and Thorax.

“Come on, Pinkie, Bunga, Kion, we can do this!” Twilight confidently turned to them.

“Let’s.” Kion stated ready for that fight along with the others well expect for Thorax and Kovu.

“Oh! I have an idea!”

“Yeah! Me too!”

Both Pinkie and Bunga happily brought up before the latter rides on the former towards one of the tunnels nearby.

Needless to say not one of their friends liked that one bit.

“That was your idea?! To run away?! Get back here!”

“Bunga!”

Twilight and Kion shouted after them.

“How do you like that? They danced out and deserted us!”

“Well you have to admit, they weren’t bad.”

Karabi and Lite added with their input.

“No worries…” Kyoga then said undettered ready for a fight with magic fired up from her claws. “…we can take them!”

Getting the idea, Twilight along with Karabi and Lite follow suit and power up with their paws and horns all charged up ready to fight.

“You can do it!”

“Come on Twilight! Woohoo!”

“Get him Kion!”

“Get that brute!”

“Hit them hard!”

“Yay!”

“Get him!”

“Knock them dead!”

Rainbow, Fluttershy, Fuli, Rarity, Applejack, Beshte, and Ono all cheered for them.

“All right everypony, its magic time!” Twilight seriously said before launching a hot wave of magic right at the group which sent most of the group flying backwards with the red spider being the only one pushed by slightly from the force of the impact.

Kyoga and her siblings followed it up with more magic to the face to disorient it when they all attack him from the sides and his un-patched eyes. And with full focus and concentration, Kion worked and then leaped at the spider to slash his claws on the struggling giant trying to stay on his feet before finding himself slamming into the back of the walls behind him.

The spider was able to get back up on its eight legs before moving to approach before suddenly being met face to face with another spider that appears and looks just like him. “Huh?” Was all the spider could say in his mind before suddenly being thwipped against the wall with a sticky web.

The spider then struggled with his restraints when his duplicate removed his disguise returning to his changeling form. He struggled until he managed to work up the strength to free himself still not giving up on this band of heroes putting up a fight while panting heavily.

But before anything else could happen, loud rumbling was heard nearby.

“Oh no, not another cave in!”

“We can’t move, we’ll be crushed!”

“We’re all sitting ducks!”

Rainbow, Applejack, and Ono stated in worry when the sound of footsteps get closer and closer to them with a sudden and familiar voice came in their direction.

“Po-nays!” The cave troll from earlier came bursting inside with his eyes set on the giant red spider. “Pinkie Ponay say fuzzy teddy ber in er’!”

“That’s right! And he’s right over there!” Bunga added while riding on the pink mare’s back who leaped off when the giant immediately grabbed the spider and brought him for a big tight hug.

“I wiw’ name him Fluffy!” He declared while dragging the spider away against his will.

“Bye Jim! Thank you!”

“Thanks a lot, Jim!”

Both Pinkie and Bunga gratefully called after him while he makes his leave.

“You two named the troll…Jim?” Rainbow asked them in disbelief.

“No, silly. That’s his name!” Pinkie happily replied.

“And you know this…how?” Kion asked trying to understand it more.

“Because we asked?” Bunga answered to which had his friend baffled by their response. “Who would have known?”

“Nobody apparently…” Ono spoke feeling like she somehow should have seen that coming while Rarity looks on rather uninterested. “…and not that the conversation isn’t fascinating…”

“…but can we get a helpin’ hoof over here?” Applejack finished rather annoyed of still being in a sticky situation.

“Please?” Fuli added with a grain of politeness.

“Because some of this stickiness is starting to ruin by coiffure.” Rarity complained.

“Of course!” Twilight immediately turned to them with her horn flared up starting with Fluttershy and Rarity’s binds with Kyoga, Karabi, and Lite pitching in to help the others.

“I’m a little disappointed that “Fluffy” was so mean.” Fluttershy voiced while looking aside of having judged him wrong. “Most spiders are so docile…”

“And I’m sure we can say the same for most lions and guess how many aren’t.” Ono dully commented.

“Yeah.” Kion agreed with him there with all things considered in the royal family.

After a few unsticking spells later, everyone was finally able to make outside through the exit with Rarity the only one left still cleaning up her own mane still making sure 100% of all cobwebs are all out of her tidy and precious mane.

“Okay, Rarity, I think you got all of the cobwebs out of there.” Ono once more tried to tell her. “You’ve already put in your special mane conditioner and gave it good soak and brushing for five solid minutes.”

“Well you can never be too careful, darling.” Rarity paid no mind and continued tidying her mane so more with her magic.

“Ugh!”

“Wow, Pinkie, that was quick thinking!” Applejack then said to the pony who came to everyone’s rescue.

“I have to admit that was really impressive!” Kion added towards Bunga.

But then Rainbow brought up. “Of course, we’d never had to go through any of this if we’d gone over the mountain…” She then turned to Twilight with resentful “I told you so” look.

But Twilight wasn’t having it when she asserted herself. “I told you, over the mountain would have taken too long!”

“And going through it was some picnic?” Applejack sarcastically remarked taking the Pegasus’s side on this before approaching the unicorn with an accusing hoof in her direction. “And I think you’ve just proven we can’t trust you to make the decisions around here!”

“What?!” Twilight responded taken aback by that. “And I suppose it’s because I now have a scar over my eye?!” She demanded while said eye emits smoke once more while getting nose to nose with her. “Well?! Go ahead! Say it!”

Applejack gulped with a little sweat from her forehead before continuing to stand her ground against the ticked off unicorn.

“Now hold on just a second…” Kovu spoke up trying to ease the tension between them. “…why don’t we just talk this out…”

“Stay out of this…!” Applejack fired back. “AAH! She then screamed and moved her left front hoof in pain due to Twilight deliberately stomping on it. “What the hay, Twilight?!”

“Leave him out of this!” She stated in his defense with a look of hatred directed in her eyes. “Now one more time, look at me, and say that again!”

Said scene being currently watched by Scar and Chrysalis both watch on in anticipation of their little stare down.

“Ooh! This is getting good!” The queen remarked while munching on popcorn.

Just then Kyoga once more tried to force them to stop. “Enough! Both of you!”

“Stay out of it, Kyoga!” They both snapped at her before they along with most of the Guard all started shouting and arguing with each other due to the hurtful insults they were really said by the changelings who said them all in the first place while acting as their imposters.

“Well I got to say…” Chrysalis then said while watching the Guard come to blows with each other. “…this is more entertaining than anything I’ve seen in years. What would be more fun than watching twelve friends become twelve enemies?”

“I’d say there are quite some more that I could think of.” Scar added his input while toying the thought in his mind and eyes shifted to the side.

Just then the kids once more spoke up with their inputs on the manner.

“I think tennis would be more fun.”

“Or badminton.”

“Or playing pretend Lion and Pony Guard.”

“Have you tried bocce ball? That’s really fun!”

“So is baobab ball! We play that game almost all the time with Kion, Beshte, and Bunga!”

Scootaloo, Sweetie Belle, Kwato, Apple Bloom, and Mtoto all traded.

“No I haven’t!”

“How does it work!”

Both Gumba and Shakku turned to the fillies who start rapid-mouth explaining it to them with the changeling queen’s irritation with them further increased.

“Just a couple more days with them and they’ll be out of your mane.” Scar reassured once more.

“You’re right.“ Chrysalis voiced with a resolve. “I can do this.”

Back outside the temple, the Guard is still arguing with the power struggle between Twilight and Applejack continuing with control over their provided map.

“Well, miss “Let’s go through the mountain.” I think someone else should be in charge of the map for a while. I vote me.”

“I’m the one that has the magic to call it forth…” Twilight countered while keeping it out of the farm pony’s reach. “…what are you going to do, carry it around with your teeth?”

“It’s gotta be better than following your directions.” Applejack voiced still insist on taking charge.

“Yeah!” Kion agreed while getting in between the two and attempting to snatch the map from the lavender mare’s magic. “Mine!”

Twilight quickly wrestled it out of the prince’s claws before using her magic to pin the cub to the ground. “Oh, so now you’re taking her side on this?! What happened to listening to your best friend? Or better yet the friend you don’t trust anymore!”

Kion struggled against his restraints while refusing to give up. “The kids that look up to us are over there! Someone needs to save them!”

“Then how about giving me the benefit of doubt or have you forgotten what happened back at the wedding and the Savannah Summit?! Think about what your father would say if he were here! He would be very disappointed in you…again!”

Kion gasped while clearly stung by that remark like he wanted to cry because clearly that hit him to the core and had him growling back in response to the words coming out of her mouth.

Fluttershy trying to take a turn playing peacemaker stepped in between the two ponies snorting steam ready to duke it out. “Everypony and everyone just needs to take a deep breath and calm down…I’m sure we can work this out…”

But Rarity was quick to get up in her face for it. “Work it out? Why? When some of you seem to think we wouldn’t even get our hooves dirty to save our own sisters?” She scoffed before joining Applejack in straying away from the others.

“Since we’re obviously getting nowhere, Rarity and I are going to do this without all of you. Go home. We can save our sisters and our fellow Pride Landers without your help or your magic.”

“Applejack, Rarity?!” Karabi tried to speak up in protest against this. “We need to stick together?!”

“We’re a team!” Lite further supported his sister’s argument.

“Not anymore!” Kion stated angrily which earned gasps from the others as he moved to join Applejack and Rarity. “Because I’m done doing things together!”

“What do you mean?” Beshte softly asked wishing that he didn’t mean it.

“We always take on missions together!” Bunga reminded while trying to urge him to retract his previous words.

“Well obviously we’re not acting like a team and I’m not about to lose any Pride Lander to Scar and Chrysalis!” Kion snarled back at the stumbling honey badger. “So you all can just back off and leave us alone because I’m done with you all!”

“Kion!” Fuli gasped in horror upon seeing him turn his back on the others before joining Applejack and Rarity and going their separate ways but not without Kion shooting Twilight a dirty look at her who likewise returned it in kind.

“Well, who needs you?” Rainbow shouted in their direction clearly stung with anger by this heartbreaking decision. “Fine! Leave!”

“Good riddance!” Twilight shouted after them clearly incensed by Kion’s declaration before turning to Rainbow with a heated look in her direction. “And so now you’re on the side of “egghead” now?”

Rainbow was confused of what she meant by it. “Sure why not?”

“Any cloud in a storm, huh?” She further pressed with her temper rising once more.

“What? It’s not raining…”

“…Not a cloud in the sky…”

Both Pinkie and Bunga pointed out while looking up at the sky.

Just when Rainbow tried to understand Twilight’s point she is suddenly tilted backwards when the latter yelled something in her face. ”Well, I have news for you. Fluttershy, Fuli, Ono and I don’t need you!”

“Twilight?” Kovu pleaded. “Not you too?”

“I’m sorry Kovu…” Twilight said to him as pleasantly and calmly as possible to him before continuing in anger… “…but I’d rather take on Scar and Chrysalis with someone I can trust than continue on with a bunch of so called friends who are quick to cast me aside!”

Twilight then stormed off ahead with Fuli and Ono quickly following suit with the latter quick to with one last word to Rainbow. “And for your information, an egghead can make it further than some brash and cocky pony who gets her head far up her flank. So maybe consider try using your brains in tackling obstacles going forward.”

Ono then flew off in a huff with Fluttershy reluctantly following after the others just when Twilight conjures her magic to teleport them away.

“Twilight!”

“Wait!”

Both Kyoga and Rainbow called after her to no avail.

Kovu was left crying from seeing all of this, devastated that a huge misunderstanding lead to another crack in their friendship. “What just happened?! This doesn’t make any sense!”

“I don’t know!” Kyoga returned while tending to him before turning to Thorax with a thought occurring to her upon eyeing him. “But I have a feeling that I might know someone who does.”

“What?! Me?!” Thorax stuttered. “But I didn’t say anything to do them!”

“No, no, no….” Kyoga quickly corrected. “…sorry, I meant your former changeling friends.”

“Oh…” He thought before realizing. “…Ooooh! Suddenly it all makes sense! Oh, I can’t believe I didn’t think of this sooner!”

“I can’t believe they left us! With no map!” Rainbow expressed with wide-eyed shock that what transpired still happened.

“I can’t believe Kion ditched us like that!” Bunga expressed rather hurt by what the Guard’s Fiercest has just stated before leaving with both Applejack and Rarity. “We’re his friends!” He then looked like he was going to cry himself before turning to Beshte pleading the only friend from the Lion Guard won’t do the same like the others. “Do I quit being friends too, Beshte?”

“Of course not, Little B.” Beshte warmly smiled to which cheered him up immediately. “Friends don’t quit.”

“Exactly!” Pinkie immediately bounced before turning to the distraught lion cub. “Now come on and wipe away those tears and show me that smile of yours.” She encouraged him before making funny faces and then balancing herself on a unicycle wearing clown makeup and juggling pies while doing so. After thirty seconds of her routine she ended up losing control and ended up falling over and back “Oof!”

The pies she accidentally tossed up ended up splattering on Rainbow Dash instead one by one.

“Mmm.” Bunga smiled while tasting the filling of one of the pies from the annoyed Pegasus’s face. “Tasty.”

He then moved to continue eating more pie off of her until she immediately shook her fur clean off before glaring at him. “Will you stop that!”

“Sorry.”

Kovu laughed feeling much better already thanks to the Guard’s most laughable and funny member of the group. “Thanks Pinkie. I really needed that.”

“No problem.” She felt pleased enough with the satisfaction of a job well done.

“It’ll be okay.” Kyoga said to the lion with an endearing smile to him. “We just need to group with them and get everyone to make up once they all had enough time to cool down.”

“But how do we know where they are going?” He asked still uncertain.

“Yeah!” Rainbow exclaimed upon realizing their predicament. “Twilight took the only map with her and we have no idea where we are!”

Pinkie scoffed it once more as one biggie. “Where we’re going, we don’t need no stinkin’ map!”

“Yes, yes we do need a map! We have no idea where we are.” Rainbow further argued in exasperation.

Pinkie however, was still certain they know the way from here. “I know where we are!”

“You do where?”

Pinkie pointed towards the nearby forest named Forest of Leota in front of them. “We’re in the woods, silly.” She answered before bouncing and hopping forward to lead the way. “Come on!”

Rainbow gave a reluctant sigh in her direction before turning to the others.

“We’re right behind you, Pinkie!” Bunga called after her while quickly running over to join her. “Hey can I ride on your back while you hop?”

“Yeah, sure!”

Bunga immediately hopped on her back mid-bounce before finding himself enjoying the ride like he’s riding a ride at a carnival. “Woohoo!”

Rainbow having turned to the others who all follow after her is wondering how they are going to find their friends until Thorax answered. “We don’t have to worry about finding them since we know exactly where they are all going and you’re looking at someone who knows where to go from here.”

“Okay.“

“We just got to go south through the forest and from there it’s just an hour to the changeling kingdom.” He further explained with Rainbow flying beside him.

“Okay.” She repeated feeling a little better with some sense of direction.

Kovu trusting Thorax on this one then turns to Kyoga with something else on his mind. “Do you think maybe one or two of us should go over and find the others and maybe talk to them into getting everyone to forgive each other?”

“I think that’s a good idea.” Kyoga took in his suggestion in full agreement before turning to her siblings. ”Karabi? Lite? Can you both each get a feel for where the others have gone and regroup with them?”

“Of course!” Karabi and Lite nodded before they turn to each other to decide who’s following who.

“I can use my magic to get a good sense to where Twilight, Fuli, Fluttershy, and Ono went.” Karabi voiced her pick.

“And I can fly ahead and spot Applejack, Rarity, and Kion from above.” Lite likewise agreed with her decision before deciding how he’s going to find them.

“Sounds good to me.” Kyoga agreed. “See you both there?”

Both her siblings embraced her with a warm hug before setting forward with playing catch up to the two separated parties. “See you there!”

With a flash of magic and a flap of wings, both Karabi and Lite went their separate ways to find the rest of their friends with the hope they can mend the fences broken thanks to the changelings…

…all while being monitored by both Scar and Chrysalis.

“Oh, don't worry about that, Kyoga. You along with your brother and sister can be sure to count on that.” The former said very sure yet will still work out in his favor in end regardless of what happens next…

Author's Note

In Part Two, the journey takes through a tunnel of ancient ruins, where they cross paths with a giant cave dweller and giant spiders along the way. And top of that (literally) are their foes causing a cave-in to split the team apart and driving a wedge between the Lion and Pony Guard.

Thanks to the Outsiders and changelings, the Guard has their first Plot-Mandated Friendship Failure due to several misunderstandings due to the changelings pretending to be one and another. And because of it the Guard has split up the way the cave-in split them up. And needless to say scenes where the best of friend's fight is never pretty. Especially when friends go their separate ways.

Next up we'll see how the split decision has fared for each party en route to the Changeling Kingdom where Scar and Chrysalis await them...

Episode 12: The Return of Queen Chrysalis Part Three

Episode 12:

The Return of Queen Chrysalis Part Three

“Or Love is a Many Splintered Thing” courteously provided by Spike wearing a barber performer outfit and fake twirly mustache before doing a recap of what has happened so far.

“We last left our heroes after their dramatic triumph over the changeling and Outsider army in Ponyville!” He began in narration while Angel the bunny also wearing a mustache runs a projection film behind his back starting with an old cartoon image of Twilight, Kion, and their friends taking down the changelings and Outsiders along with the giant spider they just encountered previously.

“They have battled monsters and traveled farther than they ever have before…ponies of adventures! Sadly, they are now currently apart…”

A slide recap of the Guard’s previous arguments is shown.

“…these Pony Guard and Lion Guard friends forever are at odds with each other, and have split into three separate groups. Will these fillies ever be friends again? Will they fail in their mission to return to the Cutie Park Crusaders and their Lion Guard fan club safely back to Ponyville and the Pride Lands? Oh, the drama! Well, we’ll take about all that later…”

A new slide of Queen Chrysalis and her changelings being blasted in the opposite direction from Scar, Zira, and the Outsiders is now shown.

“…this story, begins with the defeat…of a queen…”

Picking up right after being separated from the band of evil lions, Chrysalis and her changelings all find themselves crashing down onto the ground. Some landed on their backs. Some landed on their stomachs. Some landed on their flanks. But Chrysalis ended up landing on her neck.

Naturally, this winded the changeling who took a few seconds to get back on her hooves upon recovering. When she got up, she suddenly finds herself surrounded by a bunch of cute and cuddly cat creatures who all welcome her and her followers in open arms.

“Wha…what?” She voiced taken aback by this kind affection which the changeling next to her hissed at one offering a cupcake.

Her lieutenant then approached her queen with a report status. “My queen, we’re much too weak to launch another attack on Canterlot right away. What do we do? We need to regain our strength! Regroup! Form another plan…”

“Well for starters…” Chrysalis began upon seeing the surrounding population offering her cake, greeting cards, and a banner that says “We Love You!” while the crowd behind them cheer and welcome them in open arms. “…These creatures are very loving…” Then a sudden sense of hunger forming from her lips appeared while licking her lips. “…and we do feed on love…” She and the other changelings quickly drain the love out of every kitten out of them.

In short time, the place was turned into a barren and lifeless land with nothing but dead trees and green goop that is used to create houses for the many changelings looming over a bloody red-colored sky.

“We’ll have the rest of this place converted over our needs within the month.” The lieutenant then told her queen once their hunger was satisfied.

“Good, good…” She feeling satisfied herself.

“It may be still be a while before we can attack Celestia and Simba again. They’ll be expecting us again.” The changeling added.

“Feh to Celestia and Simba.” The changeling queen quickly dismissed. “They aren’t my targets anymore.”

Her second in command was rather surprised hearing what came out of her mouth. “Wha…what? My queen, but…”

“I want Celestia’s little pet…Twilight Sparkle.” She snarled with eyes focused on said mare before going on a rant about her with increased rage. “Perfect little Twilight. Clever little Twilight. Brilliant little Twilight. She saw through it all…it’s all her fault that we aren’t rebuilding Canterlot into our newest conquest. Well, I’ll get her…and her little pony friends too.”

“And get it you will in due time, Chrysalis…” Scar’s voice told her upon appearing before her. “...because everything still worked in our favor.”

But Chrysalis was still lost by what he said in response to him taking their loss today in stride. “What do you mean?! The plan failed! The one I came up with in regards to dealing with that pesky Twilight Sparkle being the one to ruin it all!”

“Patience, Chrysalis, Patience…” Scar calmly responded while dragging a claw into the green goop on the ground before flinging it away from behind. “…it was a good plan and you did everything right. Given your personality still showed in your disguise it was pretty obvious that someone would be smart enough to figure out something was wrong.”

“Oh, really?!” Chrysalis rolled her eyes with mock sarcasm. “Then if you knew that from the start then why did you encourage us into following through with it?!”

“Because it actually worked to my advantage.” He replied to which sparked a conflicted reaction from her and the changelings. “By doing what you did…” He continued while displaying a magical recap of her time pretending to be Twilight’s foalsitter. “…you paved way for her heartbreak.”

“Yes?” Chrysalis responded still looking puzzled by his refined vocabulary.

“Suffering heartbreak is a very powerful experience that can lead to tragedy and make those who’ve been there lose faith in something they once greatly valued in life...” Scar further explained with a demonstration of making two white pure and bright hearts as Celestia’s coat with one of them turning black and dark as the color of his mane and Chrysalis’s coat. “…and go down a new direction with a new approach in life.” He added with hints of increased power from raw anger when he makes the black colored heart destroy the opposite-colored one. He then took a deep breath to calm down his slightly brewing anger to which the changelings all sensed that he’s been down there before without saying anything about it.

“So…” Chrysalis then spoke after taking it all in. “…we planted the seeds. So now what?”

“Now we keep watch over them.” Scar explained with plant analogy. “We keep water them, observe them, we take care of them. In short, we keep watching over Twilight, Kion, and the Lion and Pony Guard.”

“Hmm…” Chrysalis thought to herself while getting another idea to get back at the unicorn. “If we’re going to do that then I’ll get her all right…and her little Pony Guard and Lion Guard friends too.” She then continued when Scar presents said magical images of the whole Guard before her. “I’m going to bring that purple menace here…put her and her friend’s through trials that will band them together. Then, when their emotions are peaked, I’m going to drain Twilight Sparkle.”

“Why drain here?” Her second in command questioned while holding up one of the kittens. “We have plenty of these guys left.”

Chrysalis simply responded with a deviously creepy smile. “I’m going to drain her love…I’m going to drain her magic.” She then eyes a comet flying along the darkened sky with Scar. “And I know exactly when I’m going to do it.”

Scar nods with an approving smile to what she is thinking. “And that is something I once more approve of. But…”

Chrysalis quirked her eyebrows upon turning to the lion who has a catch to add to it. “What?”

He gently held the kitten the lieutenant was just holding while using his magic to bring them back to life further leaving his followers bewildered by this uncharacteristically kind gesture. “…we let all of these kittens go.”

“Huh?!” Chrysalis responded still baffled by what he is hearing.

“They are no threat to us so there’s no need for them suffer at our mercy. Plus you’ve all regained your previous strength so there’s no need leaving the laying around lifelessly.” He stoically replied before seeing to it himself that they are finding a new home and place they can create a new town and call home.

He then walked off ahead with the one kitten in tow before looking down at it for a moment to reflect on seeing his younger self in, one with eyes of determination and a desire to help others. But over time when he got older with his inner darkness growing out, he would end up forgoing it in favor of power and personal gain.

By the time Simba was born, he was ready to enact his second attempt of vengeance on his older brother and was ready to do whatever it takes to get what he wants no matter the cost, even if the entire kingdom is unsatisfied with his actions when he took control of the Pride Lands.

He then pressed forward with his task at paw before leading them all away seeing value in their potential servitude to him along with proving that he is capable of being a mighty king to everyone in both kingdoms he seeks to conquer.

Back in the present, Chrysalis is currently finishing up her recap of said events in the past.

“And then what happened?” Apple Bloom asked.

“Nothing…we’re at now, now. She was just talking about what brought us up to this exact time, this exact place!” Sweetie Belle told her.

“Wait…” Scootaloo then spoke up. “What happened to the adorable citizens of “wuzy-dovey smooch land?””

Chrysalis getting very agitated with the kids was ready to turn and snap at them once more until Scar placed a calming paw in front of her chest. “Easy, Chrysalis, they’re neutralized.” He then turned to the prisoners. “And if I were you, there are some questions in this world that are better off unanswered.”

“Okay, but why?” Kwato questioned with some courage in her heart yet also fear-stricken after getting a good idea of what happened to them. “What did you do to them?!”

“Do you really want to know?” He inquired with a slightly raised eyebrow.

Both the zebra and ostrich share a worried look with each other before they both shook their heads with the latter answering. “No.”

Just then the Crusaders had another random thought in their heads.

“Have we tried getting our cutie marks in beekeeping?” Apple Bloom asked the others.

“Aww! Bumblebees are so cute!” Sweetie Belle gushed over them. “I’d love a bee cutie mark!”

“Me too!” Scootaloo agreed.

“I’d think a bee cutie mark would look great on you.” Mtoto chimed in.

“Yeah, it’d be very fitting for your name.” Kambuni added in Sweetie Belle’s direction which had the other fillies with perplexed reactions.

“What do you mean…?” She asked clearly confused thinking she’s coming onto her. “…I mean sure I’m related to someone with upper class but I’m not sure how’d she feel about us together?”

The ostrich quickly cried. “What?! No! No! No! I meant because bees make honey. Honey is sweet. And your name is Sweetie Belle.”

“Ooh! Of course!” Scootaloo now understood. “Because honey is sweet! You catch more flies with honey…or… bees with honey… or something!”

“Pretty sure it’s you catch more flies with honey that swinging around a honey badger.” Gumba spoke up.

Shauku however spoke up to disagree. “No, it’s bees with honey because I’m pretty sure Bunga can catch bees alone. Remember that one time when the Guard tried to move the bees.”

“Right that.” He remembered. “Beshte told us that wasn’t a very pleasant experience for them.”

“And yet Bunga still managed to clear out all the bees that tried to attack him.”

“You got me there.”

Chrysalis then turned back to Scar who is currently monitoring Twilight walking down her path alongside Fluttershy, Fuli, and Ono. “Ah…little Twilight Sparkle. You’re almost all alone…the filly-ship is broken. The suspense is terrible… I hope it lasts. A pity I can’t see the pink one anymore, she was amusing.”

“That’s Pinkie Pie! She’s fun!”

“She sure is!”

Both Apple Bloom and Kwato spoke up upon figuring out who’s she’s talking about.

“Aww!” Both Sweetie Belle and Kambuni groaned.

“We’ll miss if she bursts into song!”

“That’s the best part about her!”

“Guards!” Scar turned to the changelings standing in the same room. “Have your changelings find and keep an eye on the others. Tell us immediately if anything changes.” The changelings bowed before him and the changeling queen before setting out while Scar pulls out more live visuals on all three separated parties making their way forward. “Because if you don’t…” He added once they were gone. “…I’ll know.”

“Yes we will.” Chrysalis stated before growling at the sight of the mare that exposed the scheme she came up with. “But for now, I can see you…little Twilight.”

“Who needs ‘em?” Twilight bitterly remarked before setting up camp for her and the others to settle for the night.

“Not us.” Fuli added rather irritated herself before sitting by the fire to warm herself up with.

“The very nerve of them to leave us like that! Can you believe it?!” Ono added while breathing through his wings trying to get warm too.

Fluttershy however, disagreed as evident by her being the only one showing no sign of anger and instead showing an expression of pity and regret. “Well, I think we may have been too harsh.”

“What?!” Ono squawked in protest. “How so?!”

“Yeah you were there you saw what they did and said to us!” Fuli added in agreement.

“Think about it.” Fluttershy gently insisted they hear her out. “Rainbow Dash, Pinkie Pie, Kovu, Kyoga, Karabi, Lite, Thorax, Applejack, and Rarity are out there alone…with no map! They could be lost!”

“Maybe…” Twilight spoke with her mood still failing to change.

“…we did leave them without the Guard’s Keenest of Sight.” Fuli sighed while softening up a bit.

“Yeah.” He came to regret leaving the others behind.

Twilight also began to soften up a bit but her anger towards them still remained.

“The needs of the many outweigh the needs of the few…” Fluttershy further stressed upon seeing her unicorn friend like this. “…even if the few were being big meanie heads. We need to look past this and work together to save those fillies and kids.”

Twilight then sighed and smiled knowing she’s right. “Yeah, it was a mistake to split up like that.”

“We did kinda act like children back there.” Fuli admitted.

“Fuli? We are children.” Ono pointed out.

“Yes but we’re almost the age of teenagers.” Fuli quickly countered before continuing. “And even so the Guard always sticks together no matter what.”

“That’s true.” Ono agreed while briefly looking aside ashamed of himself before being quick to blow up on the others. “We got to find them and apologize.”

“No worries. We’ll fix this.” Twilight assured the others while pulling out the map. “It looks like there’s only a few paths through the forest. They all seem to lead down into this valley. As long as no pony and nobody turned around to go home, we should all meet up here outside the gates of the changeling kingdom.”

Fluttershy then nuzzled her head on the lavender mare’s cheek while hugging her. “I bet everyone is just so upset about being separated. I bet right now, they’re all wondering how we’ll get back together and be friends again. You’ll see.”

“Hopefully you’re right there.” Fuli commented before turning to see the Pegasus is motioning her head towards her to join in on the hug. “And I suppose I can join in on this once.”

“Me too.” Ono begrudgingly obliged before moving to get in on the embrace.

While the four all hug it out, Karabi having watched the scene from the nearby bushes is very pleased to see that her help isn’t needed. But when she moved to greet them she is unexpectedly tabbed on the shoulder by someone. She turned around and saw…

“WHOA!” She muffled shouted before being yanked back into the bushes in the shadows.

“What was that?!” Fluttershy asked fearfully.

“Sounds like it came from the bushes over there.” Fuli said while turning to said bushes where the commotion was heard.

“I’ll go take a look.” Ono declared before flying over and using his keen sight to examine the area. “Hmm…” He looked and so far found nothing even with double and sharp checks. “…Odd?”

“What is it?” Twilight asked.

“…Nothing.” Ono reported with a tone of frustration. “That’s the issue! I could have sworn I saw something in those bushes. “

Twilight then stepped forward and used her magic to scan the area around them while Fuli sniffs around for any strange scents. “Hmm…I got something strange…but I can’t make it out.”

“Me neither.” Fuli added while trying to sniff long and hard to make sense of it only for it to fall flat. “It was there like changelings have been here but quickly disappeared in a flash.”

“It sure felt that way.” Twilight returned finding it accurate. “If that’s so then it looks like they have already captured their prey.”

“But what?” Fuli wondered while Fluttershy found her legs trembling and shaking in fright and worry.

“I don’t know.” Twilight responded while turning away from the scene. “But I think we should keep moving.”

“Good idea.” Fluttershy did not hesitate in following Twilight’s lead away from so they can find another safe spot to rest for the night.

Elsewhere, Applejack, Rarity, and Kion have all managed to find a safe place to settle down. There, Rarity is really setting the place around her to her liking.

“Applejack, Kion, both of you be dears and wipe your hooves and paws before you enter the tent.” She kindly yet insistently asked of them while setting up their dinner table. We wouldn’t want dirt all over our nice, clean floor!”

“Uh…Rarity? The floor is dirt. We’re in the forest. We’re outside.” Applejack pointed out to the uptight mare.

“Hmpf!” Rarity still scoffed at the thought like they are all inside a house. “Just because we’re “roughing it” doesn’t mean we need to live like a bunch of ruffians! Now wipe your hooves and come! We dress for dinner around here.”

Kion just shrugged and did as she asked of him before taking his place at the table while Applejack just grumbles when Rarity takes her hat off and places a bib around her neck.

Sure she is willing to tolerate dressing up and practice proper etiquette, the country pony can’t still help but feel the fashionista is still treating this as her home and finds it a little overbearing when she wants those around her to have to play by her rules.

Yet during dinner on the other hoof, Kion still was deep in thought over what happened back at the temple. In his mind, he regrets what he said and did but can’t help but wonder something felt off from when they were separated back there.

Back at the lair, Scar, Chrysalis, and the changelings have all found this very amusing and laughable entertainment.

“Tomboy and Girly Girl at its finest.” Scar commented with a laugh.

Chrysalis was rolling on her back while nearly busting a rib during her laughing. “Ah, the fussy one and the country are a most odd pairing. Ha!”

The unicorn’s younger sister took offense to that. “Hey! Don’t call my sister fussy!”

“Your sister is fussy.” Scootaloo pointed out.

“And she does have a strong sense of etiquette no matter where.” Kwato added.

“Yeah, but she isn’t allowed to say it!” She argued back.

Chrysalis was once more peeved by their constant chattering and she once again required Scar's intervention to keep her from further snarling at the kids. “Patience, Chrysalis, Patience.”

Apple Bloom then sighed at that word. “Losing patients is how we didn’t get our cutie marks in dentistry.”

“I told you pulling teeth wasn’t the answer to everything.” Scootaloo argued.

Sweetie Belle blushed. “I thought teeth grew back.”

“Baby teeth do, but not adult teeth.” Mtoto spoke up before the fillies turned to him. "Because that’s how my grandpa couldn’t eat hard food anymore.”

“Aww.” The fillies said in his direction with a sense of relief.

“Good thing we didn’t try practicing dentistry on him.” Scootaloo said.

“Why…?” Sweetie Belle couldn’t help but ask until being silenced by the Pegasus.

“No…no…just…no, Sweetie Belle.”

Elsewhere, are the others trying to set up camp in their part of the forest which so far is a struggling process for Rainbow Dash trying to get a fire going.

“How are you supposed to even hold on to the sticks to make the fire when you don’t have…um…those things…that some animals have that help them hold things?” She wondered out loud in growing frustration.

“Thumbs?” Pinkie asked while watching her friend’s attempted work at progress.

“No…that doesn’t sound right.” She continued trying yet without success before tossing away the twigs. “I bet Twilight and Rarity both started fires with their fancy magic. Hmpf.”

“It’s okay, Rainbow.” Beshte attempted to assure. “Just takes a special spark to get it going.”

“Yeah, like this.” Bunga demonstrated by working with two bigger sticks and worked his fingers to creating that spark needed to create a fire. “Voila.”

“Show off.” The Pegasus grumbled.

“Oh, don’t be so glum!” Pinkie encouraged. “Want me to sing a song about fire? I can!”

“Me too.” Bunga happily spoke up before they both took deep breaths…

…only for both Rainbow and Kyoga to quickly stuff their paws and hoofs into their mouths to prevent them from singing.

“No! No more songs!” The Pegasus shook her head now wide-eyed and desperate not to hear any more singing.

“Please don’t.” Kyoga said to Bunga. “You’ve both already sung three today!”

Rainbow then moves to rest her back against the nearby tree behind her with something bugging her at the same time both Rarity and Applejack notice Kion has the same thought due to him hardly eating the food the unicorn has provided him.

“Everything okay, darling? You’ve hardly touched your spaghetti.”

“Yeah, I’m just fine.”

But Rarity wasn’t convinced. “If it’s about not having the meatballs you like, I’m sorry but I usually don’t eat that kind of meat.”

“No, no…” He quickly assured. “…it’s just I’ve been thinking and I have reason to believe that our friends didn’t really say what they said about us earlier.”

“Any idea why?” Applejack asked while briefly trying to use this opportunity to ditch the bib and regain her hat. But the unicorn quickly caught her and shook her head against it forcing the earth pony to concede in defeat.

“I mean think about it, Scar and Chrysalis haven given us directions on how to get to the changeling kingdom. So what I’m thinking is that they knew we’d be coming so they must have sent some of the changelings our direction…”

“…The more I think about it, the more I think those changelings are behind our fights with each other…I mean, none of them would say anything bad about me.” Rainbow expressed to the others.

“So that means Scar and Chrysalis wanted our friendship to broken so we’d be powerless against them.” Kion concluded.

“That sure would make sense.” Applejack commented while chewing her on her hay.

“Applejack!” Rarity scolded. “At least wait until after you chew and swallow before talking.” Applejack relented while slightly growling in her direction. “It sure would.” She then sighed in regret. “And it seems we ended up playing right into their paws and hooves like before.”

“I know.” Kion lowered his head upon remembering what he said to the others. “And by doing what I did I just managed to do exactly what they wanted me to do. Split up the Guard.”

“How could we be so foolish?” Rarity asked now feeling like an idiot for being that gullible.

“It’s because they fooled us all.” Applejack answered while looking aside feeling very ashamed before being so stubborn and narrow-minded once more. “And now I feel more ashamed than when me and Ono didn’t come clean about what happened at the rodeo.”

“I can think of worse.” Kion commented with a more recent memory fresh off his mind. “And it ended hurting a friend I know.”

Applejack sighed. “Do you think maybe we should go back and talk to the others?”

“We should.”

“But how?” Bunga asked his companions with him. “We don’t even know where they’ve gone.”

“Considering they care very well for the little ones, I doubt they would have turned back.” Beshte thought.

Then Pinkie smiled and gasped with a bulb going off in her head. “IDEA!” She then quickly disappeared and reappeared with a giant costume of herself. “So…here’s the plan. Next time we face the changelings, we all wear costumes of ourselves. See? If they all took my form again, you’d be able to tell it was me because I’m wearing this! Can you tell I’m not a changeling right now? Huh? Can you?”

Beshte was lost from what she had just proposed. “Huh?”

“What?” Kyoga flatly asked along with Kovu who’s response was really confused.

Rainbow on the other hoof was baffled beyond belief. “Where did you even get that?!”

Pinkie responded by pulling out costumes of her friends and putting them all on. “And look! The changelings can all have them too!”

“It’s going to be a long night.” Rainbow frowned while the others are just unsure of how to respond to her crazy idea.

“Took the words right out of my mouth.” Kyoga commented before shedding the costume. “I’m sure we’ll find them when we arrive at the changeling kingdom.”

“I sure hope your right.” Thorax nervously responded still have chills up his spine. “And it’s only a matter of time until I come to the one place I never thought I’d ever be seeing again.”

“Me too.” Kovu said timidly. “Especially knowing my mom is over there waiting for me.”

“It’ll be okay.” Kyoga again told him gently. “Once we all regroup before we reach changeling territory. But for now let’s try to get some rest.”

“Okay.” Beshte liked the idea before everyone all removed their costumes before settling themselves into a much-needed slumber.

…well expect for Bunga. “I think this idea might work.”

“I know.” Pinkie hopped very excited. “Ingenious isn’t it?”

“If only changelings weren’t as smart as the minions Scar used to have.” Thorax honestly replied still feeling that’s a bad idea.

“If only.” Scar commented at the sight rather unimpressed. “But they’re not.”

Chrysalis groaned and rubbed her temples at having to witness Pinkie and Bunga’s antics. “If I hadn’t been watching the pink one for hours, I would think you were making all of that up.”

“Yeeeep. Me too.” The lieutenant added in agreement.

“Ha!” Apple Bloom cheered. “See…Rainbow Dash and Kion saw right through you guys.”

“They’ll all be friends again by morning. You can’t stop friendship!”

“Friendship is magic, after all.”

Sweetie Belle and Scootaloo added.

“To the Pride Lands and Equestria’s ends…” Mtoto began.

“Lion and Pony Guard defend.” The others cheered which had further peeved Chrysalis once more.

At this point, Chrysalis has just had enough. “You…peons…” She hissed right in their faces. “I don’t care if they’re friends or not! These little squabbles have just been an entertaining bonus.”

“…you don’t care?” Kwato questioned with surprise wondering what she is really gaming for.

“Isn’t making them all hate each other part of your evil plot?” Shauku also asked.

“Trying to split the Guard apart so both the Pride Lands and Equestria would be defenseless.” Mtoto added.

“You know, because you’re so evil?” Gumba pointed out.

“Twilight’s friends are just an added perk.” Chrysalis explained. “Once I destroy Twilight, those other pony, lion, and other animal’s emotions will spike for their precious pony friend. They’ll be a feast for my colony!” She then turned away from them with an evil grin. “I’ll gain Twilight’s magic and my people will gain strength from her friends…then, we will go back to Canterlot and watch Equestria and the Pride Lands crumble.”

“Whoa.” Apple Bloom gasped while the others gasped.

“That…that is really evil.” Scootaloo remarked looking very disturbed with how insane she is.

“Like that will do you any good!” Mtoto defiantly retorted. “And you want to know why?”

“Because my sister and her friends are going to stop you.” Apple Bloom added with the same stance.

“They’re brave, strong, and amazing!” Shauku backed them up.

“They helped defeat you once, they can do it again!” Gumba bravely declared.

“Yeah!” Sweetie Belle stated.

“As long as they have friendship and love, they can conquer you and Scar. You’re not scary!” Scootaloo firmly added in the face of the two villains before them.

Even so neither of them were deterred by their defiance.

“We shall see about that, you brave kids with such high spirits in the face of danger.” Scar sinisterly returned before nodding at Chrysalis who immediately brings up one the kittens who had just brought forward a cake to the table along with a heart shaped card that says “Love conquers all.”

“All so quite innocent to still believe in such fairy tales.” Chrysalis added ready to remind them why they are not forces to be reckoned with.

“Awww!” Sweetie, Kwato, and Kambuni all gushed at the cute pet.

But Mtoto, Scootaloo, Apple Bloom, and the others were worried for that pet.

“…Uh….” Mtoto stammered.

“What are you going to do with that?” Scootaloo finished with the same notion.

“This.” Scar replied with a snap of fingers to give Chrysalis the command who immediately and brutally slaughters the cat right in front of their very eyes.

THUMP!

“AHHHHHHHH!” The kids all screamed at the horrifying sight when the poor kitten splatters to the ground before the satisfied lion teleports away with one more thing needed in preparation for the Guard’s arrival…

Back where Rainbow, Pinkie, Bunga, Beshte, Kovu, and Thorax are Kyoga decides to slip away for a moment to check up on her siblings to make sure they're okay.

She uses her magic to scan around for their presence before hearing some rustling from nearby. Sensing someone is hiding ready to ambush she bares her claws before approaching her enemy targeting her.

She quietly makes sure she isn’t make even the smallest sound to avoid alerting her foe before suddenly leaping into the bushes to attack her mystery attacker. She pinned him down to the ground and saw that said attacker was not who she expected…

…it was instead Scar who quickly slashed her off of him with his claws before neutralizing her with a blast of magic to the chest.

“Aah! What the…?” She gasped in pain.

“Did you actually think I’ve forgotten about you, smart girl?” Scar stoically said to her while looming over her helpless body. “Well I’m afraid your luck of coming out on top to help save the day has just run out.”

Kyoga struggled to her paws to try to fight back, but Scar quickly slammed her hard down into the ground by striking her on the face so she’d hit her head sideways on the ground.

“Sorry to have to do this to you, but I can’t have any magical lionesses mocking about…ruining my plans.” He said rather unsympathetically to her plight before hoisting her onto his back just when the other changelings who managed to capture her siblings regroup with him.

Once they were all together, Scar worked his magic for a group teleportation back to their base.

The next morning, all three groups were all well-rested and ready to move forward and so they all did exactly that.

“All we have to do is follow the map and we should be in the valley in a few hours. That will lead us straight to the gates of the changeling kingdom!” Twilight told her team.

“Good, good.” Ono said before suddenly spotting something right in front of them. “Hapana! Stop! Stop!” He immediately flew in front of the group.

“What?” Fuli asked.

“This.” Ono directed everyone’s attention to the big hole in front of them.

“Oh.” She then said upon seeing what they nearly stepped in.

“Wow! That is so odd!” Twilight commented at the sight of the trench in front of them compared to the map showing of it. “Just when I was thinking this map was leading us in the right direction.”

“Don’t suppose there might be something odd about that map? Like it might be a little misleading?” Ono brought up.

“How so?”

“Well, considering of how we would have all fell in it if I hadn’t spotted it out in time.” He pointed out. “Maybe we should start relying on a little more keen sight from here.”

“Maybe.” Twilight didn’t even argue there. “At least we’re up here and not down there safe and sound.”

“True…true….” He nodded but then felt his heart rate accelerate upon seeing something very frightening. “…Hapana!”

“Yes it is isn’t it?” Twilight continued just when Fluttershy suddenly turns and sees what the Guard’s Keenest of Sight is seeing. “Did you know that a prison with only a hole at the top as an exit is called an “Oubliette”? It was on my word of the day calendar last week!”

“Um, Twilight…” Fluttershy spoke up.

“…you might want to look at this.” The cheetah directed their attention to a giant blue and purple creature looming over a nearby ledge.

“Hey! Look! A chupacabra!”

“I see that!” Ono quivered while hiding behind the others.

“He…he looks hungry.” Fluttershy added in worry seeing the creature giving them the eye.

“Oh no, I think they only eat goats.” Twilight remained unconcerned but then saw twigs suddenly appeared on their heads that convinced him that they are goats.

“What the…?” Ono then saw what was on their heads and then looked around. “Where did they come from?”

“Who cares!” Fuli shouted before quickly sprinting ahead. “Ruuun!”

The four immediately turned the opposite direction and fled away from the snarling chupacabra who roared in their direction before pursing them much to Chrysalis’s amusement.

“What is wrong with you?!” Ono exclaimed back at the pursing creature while quickly maneuvering to shake the twigs off of everyone’s heads while they all ran for their lives. “We aren’t goats!”

“Clearly something is very wrong with him.” Scar commented with an amused shake of his head before moving to eye Applejack, Kion, and Rarity making their way through their path leading up to the valley.

“If we just keep following this trail, I’m sure we’ll end up where we need to be.” Kion told the others while leading the way through a field of flowers and a stream of nearby water.

“Good.” Applejack liked hearing this and followed suit wanting to get there as soon as possible.

But Rarity however found the scenery quite fascinating to want to extend her stay for a just a bit. “Well, if we’re going to be trudging all day, at least we have splendid surroundings.” She then moved to sniff one of the flowers. “I think these flowers are simply divine…simply inspiring!”

Applejack turned to her direction rather annoyed. “Flowers-showers. Let’s get hoofin’ and get our sisters and fan club back. We’re on a deadline.”

“Applejack’s right, Rarity.” Kion agreed. “We need to keep moving.”

Even so, Rarity still wouldn’t let go of her desire to have one of those flowers. “These would make an excellent addition to my new line of garden party dresses, skirts, maybe a ruffled collar…they really are exquisite! I’ll just take a few to make a pattern from.”

“Because it will be so easy to keep ahold of them while we’re fightin’ changelings.” Applejack remarked with a disapproving glance in her direction as she plucks a few flowers from their stems.

“Along with rescuing those who need are help.” Kion added rather uncomfortably given they had all just came across these plants.

“Where there’s a will, there’s a way, Kion and Applejack.” Rarity still thought nothing of it before levitating three flowers with her magic. “They may be useful…what if we need a jaunty hat? One of these will do in a pinch.”

“Maybe…but I still don’t think you should messing around with those flowers.” Kion tried to reason with her still thinking it’s a bad idea by gut feeling.

“Kion’s right.” Applejack agreed. “Besides I don’t like the feel of this place.”

“Well, it would seem this one doesn’t want to become jaunty.” Rarity still pressed forward with her desire before moving to de-root the stem of another flower. “Come…on…you…”

Suddenly there is nearby rustling in the bushes which alarmed both the Guard’s Fiercest and Honest just when Rarity managed to yank the flower off. Said rustling keep from vines and plants from said flowers. “Wha…” Applejack yelped when the white unicorn mare leaped onto her. “…What is that? A snake? Rarity, stop what you’re doing. I think there may be snakes in there.”

“Why did it have to be snakes?! Ew!” Rarity screamed while both of her friends look around as they are surrounded by the plants coming their direction. “Eep!” She yelped when one of the vines forced her to leap to avoid with her friends narrowly splitting apart to avoid being struck by them before they all made a run for it.

“Those aren’t snakes! They’re live flowers!” Kion shouted upon seeing them pull their roots out and started to chase after them.

“I told you to leave those flowers alone!” Applejack chided the fashion obsessed unicorn.

“Yes of course. Because we all could have predicted this?!” Rarity returned in slight defense of her mistake. “Pony eating petunias?!”

The trio then ran forward and came across a dead end when they reached the edge of the river in front of them. There Applejack spotted a log floating by.

“Perfect!” She stated upon seeing their window of escape. “Rarity, Kion, jump in the water!”

“But…my mane!” She whined before being rammed in the water by the young lion who leaped after her.

“Sorry, Rarity, but duty calls.” Kion told her before they both grabbed onto their getaway float.

“Ha! Catch us if you can, ya’ cowerin’ carnations!” Applejack triumphantly taunted the looming plants in their direction.

Unfortunately, tempted fate was against them when their pursers simply moved to float onto their log.

“Hevi Kabisa!”

“You just had to antagonize them, didn’t you?”

“You’re the one who wanted to make one of them into a hat.”

With the two plants having them cornered on the same log, they now need a way to defend themselves against them. Luckily, Applejack had one in mind. “I got this.” She told her friends while helping them up on the log. “My great uncle Honeycrisp was a lumberjack.”

Both Rarity and Kion turned to each other in confusion before following his lead by running in place on the log to force the giant flowers to tumble off.

“Ha! Come on, you pansies, just try and keep up with me!”

“I’m trying, I’m trying!”

“Not you, the plants!”

Rarity then turned and saw something even more alarming. “Uh, Applejack, Kion, dears, what would make this situation even more dire?”

“Can we talk about this later? I’m kinda busy.” Applejack returned more focused on trying to trip the plants up.

“What?” Kion asked before realizing. “Oh, Hevi Kabisa, please tell me it’s not a huge waterfall we're about to go over.”

“I’m afraid so darling.” Rarity honestly answered just when Applejack and the two flowers realize what’s about to happen.

“Oh boy!”

All five all fall off of the log as they all go over the waterfall with Applejack screaming while clinging onto Rarity’s body with Kion hanging onto the former’s tail.

“Get ready to accessorize, Applejack! You too Kion!” Rarity told them while moving her body on top of the stem of the plant.

Kion getting the idea quickly swung himself up onto the other plant while Applejack quickly moved to grab onto the plant’s roots.

“Quick thinking, Rarity.” Kion complimented with a sense of relief.

“See?” Rarity smiled while turning to the frowning cowgirl. “I knew these flowers would be useful.”

“We’re floatin’ off into the great unknown on parachutes that want to eat us.” She reminded. “What part of this is okay?”

“Well, the view is nice.”

“And we are all alive.”

Both Rarity and Kion answered with the latter just thankful on his point made.

“The glass is half full, Applejack.” Rarity added.

“Heh!” Chrysalis laughed at the sight.

“Always with the monsters. Yeesh!” Scootaloo remarked in disgust. “Can’t any of them run into fluffy bunnies or something?”

“Actually…now that you mention it…” The changeling’s second in command responded in the matter of the fact way while Scar shows them a current live visual of Rainbow, Pinkie, Bunga, Beshte, Thorax, and Kovu making their way through the meadows.

“Eeeek! Chupacabra!” Fluttershy’s voice screamed from the distance.

“What’s that noise? A bird?” Pinkie wondered.

“If so a rather whiny bird.” Bunga replied while still trying to make sense of it.

“I don’t know.” Beshte voiced finding something off about it. “It sounded like cries for help.”

“But who?” Kovu asked while looking around uncertain. “Who would want our help other than our friends?”

Before Beshte or Thorax could answer a small group of colorful bunnies with small antlers approached them and both Pinkie and Bunga took a sudden liking to them.

“Aww! So cute!”

“Hello my squishy-wishy!”

Rainbow and the others however felt their sudden need for attention a little too much and close for comfort.

“Okay, look I know you really want attention, but you really don’t have to so close to us.”

“Come on guys, I appreciate the ambience, but I need some breathing room.”

“Please stop that.”

Beshte, Rainbow, and Kovu all tried their best to be polite and considerate towards them while Thorax suddenly seems to recognize them.

“Everyone get away from them!”

“Why?” Bunga questioned until they heard a chomping sound from one of them.

“Ow! Bad bunny!” Pinkie screamed.

“Not bunnies! Vampire jackalopes!” Thorax alerted everyone before scooping up Kovu.

Rainbow quickly scooped up Bunga with her hooves before using her teeth to drag Pinkie away by the tail.

Only problem is that Beshte can’t move as fast as the others it proved to quickly work to their advantage. “Guys, a little help please?”

Rainbow true to form quickly turned around to come to his aid. “Okay Bunga, I’m gonna need your help on this one.”

“Righto, Rainbow!” Bunga saluted before getting in ready position as the bunnies all close in on their hippo friend. “We’re coming Big B!”

Rainbow quickly flew circles in their direction to form a rainbow twister which knocked them all off their feet. Once they all tumbled down to the ground, Bunga had his back turned to them before unleashing a green gassy fart that stunned them all.

“Zuka Zama!”

“Thanks, Little B!”

“Don’t worry, the most loyal member of the Guard never leaves a team member behind.” Rainbow assured with a confident smile before they used the cloud of green gas cloud to gain a safe distance from their pursers who all cough madly from the massive stink from the honey badger’s fart.

As they all move to catch up with Thorax and Kovu they all see something that all caught their eyes with Bunga the first to notice.

“Oh, look, it’s Rarity, Applejack, and Kion!” He happily shouted upon seeing them floating down on the pony-eating flowers.

“Oh! Oh! Rainbow!” Pinkie eagerly spoke which threw off her friend’s flight. “Did you know Applejack, Rarity, and Kion can fly?”

“I do now!” Bunga remarked very amazed with what he is seeing as they all descend towards their direction.

“Less talking, more fleeing Pinkie! You too Bunga!” Rainbow said to them during her struggle during their downward descent.

Upon seeing their opportunity, Kion, Applejack, and Rarity all leaped down towards the ground at the same time Rainbow, Bunga, Pinkie, Thorax, and Kovu all landed on the ground for a safe landing.

But they all had no time to relax since they saw the bunnies are closing in on them once more after playing catch up.

“This is ridiculous! It’s a bunch of fluffy bunnies!” Applejack expressed incredulously. ”Why are we running!”

“Hey!” Rainbow quickly fired back rather heatedly in a huff. “It looked like you were running from a bouquet of lilies. Don’t complain!”

“Just keep running!” Kion shouted at them since their lives are still at stake.

“You don’t have to tell us twice!” Fuli returned while she and the others flee from the chupucabra right behind them.

“Fuli!” Kion said back rather pleased to see her again.

“Twilight!” Pinkie cheerfully said in the unicorn’s direction.

“There you are!” Twilight likewise returned in the same manner right before they all crossed paths and…

*CRASH!*

After trading shouts and cries of pain, both Pinkie and Bunga noticed something straight ahead.

“Hey!”

“A cliff!”

Without saying much, everyone all tumbled down the cliff at a fast rate while screaming off the top of their lungs.

The sight was a rather spinning sight for the villains watching. In fact, too much spin for Chrysalis’s liking to the point she is holding back the urge to vomit. “Ugh! It’s spinning so much I think I’m going to be sick.”

“Wow! What a climatic turn of events!”

“The Lion and Pony Guard are all back together!”

Both Apple Bloom and Mtoto cheered.

“It’s quite the…” Sweetie retched. “…turning tale.”

“I’ll say…” Gumba returned while clutching his stomach.

“Me too…” Shauku added while turning green in the face.

“That orb knows how to spin quite the story!” Scootaloo joked which earned her frowns from her friends. “Hey.” She quickly defended. “That was a good one.”

“No. no, it wasn’t.” Chrysalis remarked with a distasteful expression after recovering from her brief airsick episode as the Guard all continues descending down the cliff.

“Try being more on the ball going forward. Like they are.” Scar gestured to the curled up group of friends who all come crashing down on the ground.

Chrysalis further cackled at the sight along with her comrade’s joke. “Now that was funny.”

“Why, thank you.“ Scar responded feeling pleased with how it is all going along. “I’m sure the Guard can say the same even if their landing was a little flat.”

The kids frowned as the two take sadistic delight in seeing their misfortunes.

“Oh, come on!” Scootaloo complained in a huff. “You laugh at that?! And here I thought I was the lamest jokester in Ponyville.”

After landing hard onto the ground, everyone all briefly groaned in pain before getting up.

“Always with…the…monsters…” Rainbow said with her head shaking.

“Tell me about it.” Fuli returned rather annoyed while brushing the dirt off of her fur. “And here I thought baboons were the worst animals to be running from.”

“I bet my mane looks dreadful…it’ll take weeks of deep conditioning to fix this…” Rarity complained upon seeing her mane is slightly unkempt from the fall.

“I think it’ll be fine without it Rarity.” Ono dully replied in his assurance. “But then again who am I to judge for your proper hair care.”

“Let’s do that again!” Pinkie cheerfully proposed.

“Let’s!” Bunga agreed.

“No!” Both Twilight and Fuli quickly shut it down before turning to the animals all looking down at them from above.

“Well, it looks like a death-defying fall might keep those guys at bay.” Twilight commented through her observation. “I hope that they don’t make their way down here.”

Fluttershy was quick to answer that they won’t. “Oh no. The vampric jackalope and the chupacabra are natural enemies. They’ll fight for dominance over the rights to eat us.” The two groups likewise do exactly that in an interesting and violent way which had the Guard all showing varying expressions of horrified and disturbed disgust. “Nature is so fascinating…”

“It sure is…” Beshte awkwardly spoke his thoughts.

“Yep!” Ono agreed while turning green and quickly flying aside to throw up again along with Pinkie.

“Un-Bunga-veilable!” Bunga was left in jaw-stricken horror alongside Rarity and Kion.

“Yeesh.” Fuli remarked while sticking her tongue out and cringing at the horrible sight alongside Applejack.

“No kidding.”

“You’ve said it.”

Both Applejack and Kion commented while turning away.

“It is indeed.” Twilight stoically commented before turning to the others with due words to say to them. “Listen…” She began while looking aside and regretful while rubbing her front hooves together. “I owe you all an apology, I should never have gotten so angry at you. And I should never have left you all without a map to find your way. That was awful of me.”

“You’re not the only one Twilight.” Kion likewise returned with the same regret while looking down towards the ground very ashamed of himself too. “Because I too owe you and everyone an apology for the way I acted back at the temple. It was wrong of me to denounce you all and to split us all up like that and I never meant what I said back there.”

“Aw, it’s okay Kion.” Beshte quickly assured that all is forgiven. “We all know what really happened back there.”

“Yeah! It was the changelings who all tried to split us apart.” Bunga added. “They are the ones who really said all those nasty things about us.”

“Well regardless, it didn’t excuse of how quick we were to accuse each other.” Ono voiced feeling an idiot for jumping the gun on what really happened. “And for that I apologize for how I acted back there.”

Applejack also apologized. “I think we all said some things that we didn’t mean and for that I’m sorry too.“

“Me three.” Rarity chimed in while nuzzling Twilight’s cheek to which Rainbow stuck out her tongue rather disgusted at the sight. “We should have talked things out…like civilized ponies. We are in this together, after all! I’m sorry as well.”

“I’m sorry everyone.” Fluttershy apologized with her lips scrunched together and looked upwards feeling very foolish herself. “I can be such a hothead…”

“Me too.” Kion added in regret for losing his temper like that back there.

“Yep.” Fuli voiced not even denying her role in the matter. “Sorry, everyone.”

Rainbow however seemed to not fully think so. “Riiiiiight…well, I’m sorry…I’m guess.”

“Rainbow.” Pinkie urged her in a friendly manner to mean it.

“Okay. Okay…I’m sorry too.”

“Me three! Sorry everyone!” Pinkie concluded the round of apologies everyone owes each other before suddenly appearing in her costume from the other night much to the group’s sudden shock. “Luckily, I always travel with and “I’m sorry” cake! I also have “I’m sorry” goody bags!”

After recovering from her shock with Rarity ducking behind her, the Pony Guard leader spoke up with her eyes still wide open. “Uh, Pinkie…I don’t think we have time for cake…” Twilight tried to insist it should wait. “We’re only an hour away from the changeling kingdom…”

But Pinkie was adamant on wanting her to make time for it. “Eat…the…cake.”

“What in the Pride Lands?!”

“What the hay is that?!”

Both Kion and Ono questioned along with Applejack.

“Er, are we just going to ignore that costume?”

“Please don’t ask about it.” Rainbow pleaded of them while face-hoofing to herself. But it was too late since Pinkie quickly placed the costumes back on her, Beshte, Bunga, Thorax, and Kovu. “You asked…why did you ask?”

“Sorry.” Ono once again apologized. “I just can’t help but question things from time to time.”

“It’s all right, Ono.” Kion reassured while chuckling at the sight of the costumes before moving to have a slice of cake. “And I suppose we can stop for a few minutes.”

“Well, why not.” Twilight relented with a shrug before helping herself to a slice along with Rarity. A short break won’t hurt our schedule…and we do need to keep our strength up!” Thank you, Pinkie!”

“Yeah thanks.” Kion also said to the party mare who immediately downed her slice down the hatchet along with Bunga.

“You’re welcome!” Pinkie happily returned while slurping the icing off of her lips.

“Couldn’t have said it any better.” Bunga likewise returned while doing the same. “Hakuna Matata!”

"Speaking of questions..." Fluttershy spoke up noticing something while looking around noticing someone is missing around their inner circle of friends. "Has anyone seen Kyoga, Karabi, or Lite?"

Everyone suddenly stopped eating for a second and looked around and saw that the trio of siblings aren't around.

"I don't know." Kion answered with his voice suddenly sounding very concerned.

"Do you think something happened to them?" Fuli asked.

"Who knows." Ono said trying to make sense of their disappearance. "...Kyoga had both Karabi and Lite go after you all after we all split up to make sure you were all okay."

"Really?"

"We haven't seen either of them."

Both leaders of the Guard pointed out since they never seen them come to them.

"But Kyoga was with us last night." Bunga pointed out before his eyes widen in realization. "Unless..."

Thorax gasped upon putting the pieces together. "They all been captured! That's what happened!"

"Oh no." Kovu gasped along with the others.

"This is not good." Applejack voiced grimly along with regret since their infighting led to this moment. "First our sisters, then our fan club, and now our magical friends."

"Who's next? Us?" Rainbow expressed now feeling the great sense of danger growing by the minute.

"Maybe..." Twilight spoke feeling that's possible before moving towards the direction of the changeling kingdom. "...which means we're going to have to take and enjoy our apology cake to go."

"Good idea." Kion agreed now is time to get going with everyone all following after him and Twilight with everyone walking and eating cake together along the way. "Let's go."

While everyone enjoys their snack on the road and prepare for their showdown against Scar and Chrysalis...

...Meanwhile…

“Almost here, little Twilight.” Chrysalis commented to her approaching prey. “I just can’t wait to show you my humble abode…”

“What’s an “abode?”” Apple Bloom questioned her friends who many of them didn’t know the answer too.

“It’s a noun.” Sweetie Belle quickly answered. “It means “The place where one abides.””

“How do you know that?” Scootaloo questioned the little unicorn like she some’s smart filly now who likewise innocently shrugged in response.

“Ever heard of a dictionary?” Scar asked them in a deadpan manner while holding up one in his paws before dropping and sliding it towards them. “That’s probably how.”

“Oh.” Scootaloo returned feeling like a little mule right now that she walked her mouth right into that.

“This is almost over…almost over…” Chrysalis said to herself with tired eyes just about ready to enact their plan. “…Guard! Bring me an antacid!”

Said guard held up another kitten who had antacid pill bottle and a “Get Well.” Card in his paws while smiling. “Here you go.” Scar handed her said pill with his claws after obtaining it from the jar.

Back elsewhere…

“And that’s it, boys and girls!” Spike told everyone while a slide of Chrysalis and Scar turns into one featuring them looming over the kids tied up to the train tracks. “We leave our heroes, rejuvenated and together again, the gates of their final destination! Will it be…um…er…their final destination? The evil Scar and Queen Chrysalis still has those innocent fillies in her clutches. Not to mention they now have Kyoga and her siblings captured as well. Will they escape? Tune in next issue for our exciting conclusion.”

Angel then moved to flip the switch to turn on the lights just when one the kittens appeared before him and Spike with a card in tow. One that says “You’re my Shnookums.” which melted the baby dragon’s heart to the core.

“You’re my Shnookums, whatever you are!” Spike returned with a very warm embrace to which Angel turned aside and stuck out his tongue in disgust at what he feels is overly affectionate for his taste feeling that Fluttershy has a better sense of where to draw the line in that regard.

“And now…” Scar then said with a sinister look in his bright green eyes. “…it is time to for the next part of our plan towards conquering both the Pride Lands and Equestria…”

Author's Note

In Part Three, after their previous falling out, the Guard has gone their separate ways, all of them split in three groupings.

Applejack, Kion, and Rarity have managed to take up the unicorn's fine dining for the night followed by a nice walk hrough the meadows while being pursed by pony eating flowers.

Twilight, Fuli, Fluttershy, and Ono all get the pleasure of a simple campfire along with being pursed by a chupacabra the following day.

And Pinkie along with Bunga, Beshte, Rainbow, Kovu, and Thorax all get run off by vampire pony bats along with dealing with Pinkie's absurd ideas of disguises that can't even fool the stupidest changeling of the hive.

Good luck would have it that everyone just managed to reunite after barely escaping their predator pursuers.

But the bad luck however, is that even with their friendship mended, they are now down three allies on their side, due to them all being captured by the changelings, making the situation more dire, with time running out...

...can the Lion and Pony Guard pull through, save their kidnapped friends, and defeat both Scar and Chrysalis once more?

The answers come down to Part Four of their next big showdown with the arrival of a comet nearing the horizon in the skies...

Episode 13: The Return of Queen Chrysalis Part Four

Episode 13:

The Return of Queen Chrysalis Part Four

After having their much needed little break to patch their friendship up, the Lion and Pony Guard all finally arrive at the entrance to the changeling kingdom guarded by a gate with the appearance of a scary looking changeling appearing at the gateway.

“We’re here.” Kion said.

“We need to hurry.” Twilight told everyone. “The secretariat Comet will be flying overhead soon…”

“And that’s when the magical surge happens?” Applejack asked.

“Yes.” Twilight nodded before getting serious in her explanation. “The comet passing through the Horsehead Nebula is the most intense series of Celestial events in centuries! In millennia! The magic disruption is going to be felt across Equestria!”

“Then we got no time to waste!” Kion stated seriously before the Pony Guard leader leads the way towards the front gate.

“Stop talkin’ and start walkin’.” Applejack added adopting the same tone before following their lead. “My sister and her friends are trapped inside that castle with that evil doin’ devil and that crazy cheese grater.”

“Here’s the plan…” Rainbow spoke up with a bold and confident expression.

Bunga just having gotten the same idea spoke her mind. “We go in, storm the castle, grab Apple Bloom, Scootaloo, Sweetie Belle, and the Lion Guard fan club…then we win the day and go home.”

“Dude, you just spoke my mind.” Rainbow fist-bumped the honey badger for coming up with the same approach.

“Oh! That sounds easy!” Pinkie smiled at the idea.

Fuli however had to burst their bubble. “Uh, no.”

“Huh?”

“Why not?”

Both Rainbow and Bunga asked trying to understand why she begs to differ there.

“We’re talking dealing with two of the most dangerous bad guys we’ve ever faced so far.” She reminded.

“Who nearly took over Equestria and the Pride Lands in the same day.” Kion added.

“And it took the combined might and power of the elements, the Roar, and magic from Princesses Luna and Cadance and Kyoga and her siblings who by the way are all held captive right now by the two of them right now.” Ono finished.

“So it isn’t going to be easy…” Twilight spoke up in agreement though Rainbow tunes it out by saying “blah, blah, blah.” to herself. “We need to prepare ourselves for anything. Both the changeling queen and the former tyrant are both capable of magic and could have anything in store for us.”

“Twilight’s right.” Throax spoke on her behalf. “Neither both Scar nor Chrysalis are ones to be taken lightly. Believe I know, because I’ve seen what they can do and what they are capable of.”

“But they haven’t seen what we can do.” Rainbow retorted in the changeling’s face.

“We have you, Twilight!” Fluttershy reminded the unicorn in charge. “With your magic, we can get through anything.”

“Yeah!” Bunga supported that statement while clinging onto her along with the Guard’s Fiercest. “You got what it takes to power our way to victory, just like Kion’s Roar.”

But Twilight didn’t seem to agree. “Well, I don’t think we can rely on just my magic or the Roar…” She said with her eyes shifted to the side.

Both Rainbow and Bunga quickly hugged and ruffled her mane before she could finish.

“Yeah! With Twilight and Kion around…we can take them!”

“Just let them do their thing together! Bing! Bang! We’ll be home in time for dinner.”

“But…” Twilight grunted trying to speak up.

“Guys…” Kion added in protest.

“Aw shucks, Twilight, come on…” Applejack interrupted with encouragement. “You’re amazing and we all know it. Both you and Kion when put together. Let’s leave it at that and move on to find those fillies and kids!”

“Let’s…” Kovu gulped before setting aside his fears ready to lend a helping paw when needed. “…even if we are dealing with the most feared bad guys in the universe.”

“I really do hope those little fillies and kids are all right…” Rarity expressed with hope. “I’m so worried. Sweetie Belle is such a fragile little thing.”

“That not counting the times you were always around and giving her a hard time was it?” Kion asked in a joking manner.

Rarity stumbled with a gasp. “Wha…No, of course. I would never do something like that to her. Why would you even think that?”

“Oh, just curious.” Kion answered with a teasing smile to which had the unicorn blushing in response.

Just inside the castle said sister and her friends are all watching along with their captors with the changeling queen drooling with her thirst about ready to be satisfied as it makes its way to the door.

“Woo! My sister is here!” Apple Bloom cheered. “You’re both going down!”

“Yeah.” Sweetie confidently said in the face of the two. “Her sister is here! You’re going down!”

“What about your sister, Sweetie Belle?” Scootaloo pointed out.

Realizing her mistake she reworded herself. “Err…I mean. Woo! My sister is here along with Rainbow Dash! You’re both going down!”

Chrysalis then turned to the three trying to figure out how to deal with them when this is all over in response to their defiant looks and blowing raspberries at them. “You three… I may just banish to the ends of Equestria instead of feeding you to my minions. The thought of any part of your essence still around me after today is…terrifying.” She then eyed Twilight looking around for anything suspicious. “Little Twilight…you’re almost here. Your friend’s emotions will make a fine feast for my subjects…but you, you’re for me.”

“They’ll defeat you before you can drain them of their love!” Apple Bloom retorted.

“Their friendship is stronger than you!” Mtoto added.

“And you’ll never be able to take away Twilight’s magic…” Sweetie continued with their defiance towards Chrysalis and Scar.

“She’s a bajillion times the magical pony you are!” Gumba finished her statement.

“More like infinity times the magical pony you are!” Shauku corrected.

Scar turned to them with a sly smile directed at them. “Ah, kids these days. Even after three days with us you all are still as naïve as a gullible Simba. And yet you don’t even have a single clue of how powerful Chrysalis is, nor how powerful I am.” He then slowly approached with his teeth sported while grinning menacingly at them which frightened the kids when he approached them. “And since you kids have such valor in the face of me, I think there is only one way to deal with you all.”

“Uh…by letting us go?” Scootaloo hopefully guessed.

“And letting the courts figure it out.” Shauku added in the same tone.

“Oh close…” Scar replied with a brief amused smile that immediately faded into a serious expression. “…but no.” He then released a very powerful roar directed at them which sent the kids flying out of their gooey restraints and slammed back first into the wall.

“That’s what I thought.” Scootaloo groaned.

“Ouch!” Shauku said in pain as he and the others lie on the floor at his mercy.

Scar then turned to Chrysalis with another showdown on the near horizon. “You know what to do when they arrive…?”

“Yes! Yes I do!”

Back outside, just to make sure of their surroundings, the Guard quickly patrolled around the castle and up towards the entrance. Yet so far, to their surprise, they found nothing so far.

“Do you see anything?” Kion called to the flyers in the sky.

“Sorry Kion. We looked all around outside.” Ono reported empty-winged.

“The whole city looks abandoned…maybe they all left?” Fluttershy added with increased nervousness.

“I called this back before we left Ponyville…” Rainbow stated with a sense of gut feeling speaking for her. “…a trap!”

“But what kind of trap?” Beshte curiously asked.

“Don’t know, but someway somehow it’s here.” Rainbow stated.

“But where…” Fuli brought up while looking around the area. “…we scouted the entire outside area and found nothing.”

“So that mean’s whatever it is, it must mean whatever trap they have set for us is inside.” Kion figured with his eyes feeling he is picking up the pieces now at the moment the orange mare approached the doors in front of them.

“They have to be inside the castle…” Applejack voiced while trying to make sense of that theory. “…There’s just no way they would bring us here and be gone!”

Ono having an idea of what it might be quickly flew up and scanned the skies. “Come on!”

“What is it, Ono?” Kion wondered as he comes flying back down grunting.

“I’m trying to spot any changelings I may have missed, but I didn’t because there is not a single one outside!” He reported rather annoyed he had to second guess himself. “Just trying to figure out what they are planning is the part I can’t figure out. They knew we were coming and they didn’t apprehend us when set foot in their territory.”

Pinkie then spoke up having a feeling what’s waiting for them. “Oh! Oh!” I bet they’re all waiting for us right behind the front door! Thousands of changelings along with a dozen lion’s, ready and waiting…poised to strike!”

“Thousands?” Fluttershy softly squeaked at the thought.

“Gee…” Rarity frowned. “…I wonder why that makes me want to open the door less.”

“No worries…” Pinkie remained positive. “…I still have this!”

Bunga smiled upon getting her proposal before they both quickly zipped away and back now wearing their giant costumes from earlier. “Ta da!”

Needless to say aside from Rainbow and Fuli frowning in great annoyance, Applejack and Ono were both not impressed by what is in their minds one the biggest mind blowing and baffling ideas ever proposed.

“Pinkie…”

“Bunga…”

“No.”

“We told you back in the valley, no.” Rainbow asserted.

“Now take that off.” Fuli added just as assertively before moving to remove and confiscate the costume along with Rainbow, Applejack, and Ono.

“Aww…” Bunga moaned.

“But we brought it all the way from Ponyville! I know it’ll help! Just you wait!” Pinkie protested.

“I doubt that.” Ono quickly disagreed while assisting Rainbow.

“This is no time for horsin’ around!” Fuli added while assisting Applejack.

“We’ve got to get into that castle and…” Applejack then said when a sudden and loud creak from the front door is heard as it slowly opens up.

Everyone was startled when this happened before they all quickly assuming fighting stances so they can be quick to be ready defend themselves against Scar and Chrysalis’s army….

…But to their relief they weren’t immediately swarmed like they expected to happen.

“Follow my lead…” Twilight quietly said to everyone before leading the inside with Kion joining her side ready to pounce on the first lion or changeling that tries to attack them by surprise.

They slowly made their way proceeding with caution inside the castle where they are all greeted by multiple cases of stairs placed everywhere around them. “Wow…under attack by stairs. Scary.” Rainbow commented at the sight of their surrounding just when the map that navigated the Guard over here rolled down them.

“Sure looks like it.” Bunga commented looking around in horror at the sight around them. As soon as they all they walked inside the door from behind slammed shut getting an “Eek.” out of Fluttershy when it happened before she quickly clinged herself around Twilight’s body for safety.

Instantly the voice of Scar is heard across the hallway.

“It sure is…”

“Scar!” Kion angrily stated upon recognizing his voice.

“Welcome to the changeling kingdom. So glad you all could make it.”

“Where are you?! And where are you keeping the kids?!” Kion demanded towards the ghostly voice of his great uncle.

“You’ll have to find me.” He returned while enjoying toying with the cub’s nonsense attitude. “Open the doors, behind one you truly find me! The others all have a vast array of surprises for you! And believe me when I tell you all they are to DIE for.”

Scar then evilly chuckled before his voice faded away while echoing his previous words to them.

Fluttershy naturally was curling her mane in fright sitting on her flank. “Booming voice of Scar? Can we please have a hint?”

“Can we at least get a hint? This is bogus!” Rainbow complained out to the sinister voice.

“Yeah! You’re not being fair!” Bunga also protested.

“I love surprises!” Pinkie said with a great big smile.

“Scar?! Scar?!” Kion called out to him expecting him to tell him the truth and show himself. “Grrr. He’s not telling us.”

“Then we’ll have to find out where he is.” Twilight said while turning to one of sets of stairs before turning back to the others. “Split up and start opening doors! If you find the right one, call out and we’ll meet you there! Let’s go! We don’t have much time!”

Kion sighed quite irritated that Scar is making him play his game before following after Twilight with the others splitting off in pairs.

Pinkie and Bunga both paired up and made their way down towards the nearest door in front of them.

“La de deeee…”

“La de da… Hey what’s in here?”

“RRR!” Came from the sight of a giant creature with his eye staring directly at them really to kill them on the spot.

The pink mare who’s mane and tail is now straighten backwards in shock along with the honey badger’s mane both quickly closed the door before that could happen. The two then quickly turn away with their now racing heart’s from what had just witnessed.

“That was a terrible surprise!”

“No kidding!”

The two gasped before quickly retreating.

Elsewhere, Applejack and Beshte both encountered a demon pony with a bull’s skeleton head appearing from the gates of Tartarus offering them a fiery poisoned apple.

“Halima!”

“Whoa there, partner!”

“Uh, no thanks.”

Both Fluttershy, Kovu, and Ono opened the door to a giant creepy clown.

“Hey, Georgie!”

“Eep!“

“Not interested, and no thanks!”

“And goodbye.”

Seeing this had Pinkie and Bunga complaining that happened when their friends quickly slammed the door on him.

“Aw! Why didn’t I get that door!?”

“Yeah! I love clowns!”

Bunga quickly moved towards that door until Ono quickly flew in front of him to intercept him to prevent him from doing so. “Focus Bunga! Focus!”

Rainbow and Fuli came across a pair of twin foals in a trance slowly approaching them.

“Boring!”

“Sorry, but the cheetah doesn’t have time to play right now.” She quickly turned away before gently closing the door on them before catching Rarity eyeing a pony playing a piano and opera with a Shakespeare like skull in an open hoof. “What the…?”

“Come, my angels!” He beckoned while playing musical notes with his other front hoof.

“Ew!”

“Sorry, but the cheetah’s not interested in a romantic relationship right now.”

Rarity quickly slammed the door and was quick to express her disdain towards those kinds of ponies. “Imagine, dating a musician that lives in a basement. Ugh.”

Both Twilight and Kion after searching their fair share of doors reached the last one left with Thorax trying to stay on guard with the fearful anticipation of seeing Chrysalis coming closer and closer by every passing second.

“Here goes…” Twilight said before moving to open the door with Kion baring his claws ready to pounce on the danger lurking inside the deep black darkness in the room…

“You found me, Twilight.” Scar’s voice spoke to her. “I will unlock for you if you answer me this riddle…”

“Save it!” Kion shouted before charging inside to attack him…

…only to wind up flying backwards and crashing hard into the wall.

“KION!” The others shouted upon seeing this.

Scar continued while the rest of the Guard quickly tends to the lion out cold for any potential injuries. “…how is a Pegasus like a writing desk…can you answer this riddle?”

“Hmm…” Twilight thought while scratching her chin. “…How is a Pegasus like a writing desk? They can both…er…?”

“We’re both awesome?” Rainbow spoke up while still puzzled herself. “Are writing desks awesome?”

“They both have four legs?” Applejack chimed in.

“And they remain stationary at times.” Ono added. “Common knowledge, really.”

“I still don’t know why “They’re both awesome.” didn’t open the door.” Rainbow voiced slightly offended.

“Maybe because desks don’t inflate like balloons to the size of your head.” Fuli remarked with a dull expression before turning back to Kion still out cold from the hit he took with Fluttershy helping her out in making sure he is okay.

“True, but…Hey!”

“They can both take you to faraway places?” Rarity guessed.

“And hold on to your books and whatever you want to them to hold.” Beshte added.

“That’s a good one! Both of them!” Twilight smiled.

“Ooh, ooh…” Both Bunga and Pinkie spoke up.

“I know it!”

“Pick me!”

“Ooooooh!”

“Oh, oh, oh! I know it!”

“Really?” Fuli asked unimpressed.

“How is a Pegasus like a writing desk? Can you answer this riddle?” Scar’s voice questioned the two seemingly sure of themselves.

“Nope!”

“We can’t answer it!”

“What a surprise.” Fuli said with her expression unchanged having figured right away that they would say that with Twilight rolling her eyes in response to that non-answer.

“That’s not even close to the correct answer…” Twilight chastised them before they all slowly made their way inside and came across a sight they weren’t expecting to see just when Kion was coming too…

…Scar was there but with Chrysalis who is once again engaging in another heated verbal confrontation with the kids.

“Stop copying me!” She angrily demanded.

“Stop copying me!” Apple Bloom openly mocked.

“I’m warning you!”

“I’m warning you!” Sweetie Belle mimicked.

“Guards! Throw these miscreants in the dungeon…now!”

“Guards! Throw these miscreants in the…” Scootaloo imitated before stumbling. “…wait. What?”

“In the dungeon now is what she said.” Shauku finished.

“Like this…” Gumba then said mockingly. “Guards! Throw these miscreants in the dungeon now!”

“Why you little…” Chrysalis growled before Scar quickly got in between them.

“Enough! All of you!”

He gave both parties the stern look that had them bowing their heads and submitting to his order like a bickering mother and kids would to the father running the house before turning to the heroes that he’s been expecting for the last three days. “My apologies that you all had to see that but this is what happens when enemies don’t see eye to eye with each other. Anyways…congratulations Lion and Pony Guard, especially you Twilight. You all finally managed to fine me and everyone waiting for you.”

"Yes, it is such an honor to have our esteemed guests arrive just in time..." Chrysalis added with equal pleasure before she and Zira turned to both Thorax and Kovu by their side. "...Especially you Thorax..."

"...Kovu..." Zira growled while both emitted small gulps before continuing to stand their ground against their them.

Scar then directed the Guard's attention to the imprisoned children along with Kyoga and her siblings being suspended in mid-air in cocoons on the ceiling.

“Apple Bloom!”

“Sweetie Belle!”

“Kyoga!”

“Let her out of there now, wannabe king!”

“Sweetie Belle! We’re here for you!”

“Don’t worry, Kyoga! We’ll get you and all out!”

Applejack, Rarity, and Kovu all stated upon seeing their helpless bodies at the villains mercy.

“It must be nice to have a big sister…” Scootaloo said sadly to herself looking downcast before silently reminding herself that her adopted big sisters are here as well ready to save her.

Both Twilight and Kion then wasted no time confronting both their captors.

“Okay, Scar, Chrysalis, we’re here. We made it in time for your deadline…” The former snorted.

“Now hand them over!” Kion demanded of them.

Scar simply chuckled while ruffling the mane on the top of his head. “You sure got that fiery spirit inside and that’s what I like about you, Kion…” His great nephew quickly backed away to get Scar to quit playing around with him like that. “…but I’m afraid the only way that’s going to happen is if you fight us for them.”

“No problem!” Kion stated before locking eyes with him ready to unleash the Roar on him and Chrysalis and their followers…

…but when he moved to roar…all that came out was a squeak.

Scar, Chrysalis, and the others stiffed laughter when he desperately tries to use the Roar on them but nothing came out other than a harmless kid-like roar before bursting out into laughter at his feeble attempts. Due to taking a hard hit from when he got knocked aside and landed face-first with neck pain in his throat from when he landed awkwardly on it, his ability to use the Roar was stunned.

“What’s the matter…” Chrysalis smugly remarked. “...Cat got your tongue.” Kion placed a paw on his hurting throat trying to figure out what’s wrong before being swatted aside and into the changeling’s grasp for him to be cocooned.

With Kion taken care of, Chrysalis then turned to Twilight while grabbing her by the cheeks and pressing them together. “You’re so much trouble for such a tiny thing. Hrm. You don’t amount to much up close, don’t you?”

“Twilight is twice the pony you are!” Fluttershy retorted in her friend’s defense.

“And she will never turn her back on us!” Ono firmly added with full assertive like her Pegasus friend.

Rainbow then eyed the changelings and lionesses surrounding them. “And we expected this, come on!”

“Yep. Let’s go! You, big guy…” Applejack challenged said changeling approaching them. “…come at me!”

Zira then turned to Scar along with Chrysalis to request permission to engage with their enemies. “Shall we attack?”

“Yes you may…” Scar granted her request before turning to the others. “Attack!”

“Detain the rest, leave Twilight Sparkle for us.” Chrysalis added before she and the others lunged at the crew ready to take them down.

“Eek!”

“Hapana!”

“Bring it!”

“Yeah. Let’s do this!”

Fluttershy and Ono yelped in fright while Fuli and Rainbow both were quick to tackle their challenge by quickly taking on both Nuka and Vitani.

The battle between the Guard along with the changelings and lions ensued with both Scar and Chrysalis taking on Twilight, Zira taking on Fuli for tackling her son and daughter, while the others take on the other changelings and lions attacking them. Both parties weren’t afraid to get vicious and defensive with their attacks and both parties likewise weren’t afraid to try think to their advantage even if it’s through dirty means.

“You can’t win! We have love on our side!” Twilight said defiantly to both Chrysalis and Scar each trying to take her down with their magic.

Chrysalis scoffed in response. “Pfft! Love. Love is fickle. Love can change. Love can be consumed and the leftovers of a heart spit out like seed.

“No love is…” Twilight fired back until taking a beam to her scarred eye. “Ow!”

“And, above all, love will not save you today.” She further snarled to the unicorn rubbing her eye in discomfort who still fires an angered look in her direction back at the queen having an increased surge of power flow through her body along with Scar. “The comet is approaching. I can feel my magic getting stronger…” She then turns and sees the others evenly matched really dragging it out to much to her dislike since neither opponent was able to gain the upper hoof in their respective fights. “…and it is awfully difficult to monologue when you peons are being so loud.” She shouted at them to which left them rather confused before resuming their respective duels.

“What’s a peon?” Sweetie Belle asked while both Gumba and Shauku were both trying to resist bursting into laughter due to how funny it sounds.

“Don’t do it! Do not laugh!” Shauku said to his partner while still smiling like they are snickering.

“I’m trying.”

“I think it was an insult.” Apple Bloom answered just when Chrysalis decides to put an end to the stalemate going on by sending her magic to quickly entrap the rest of the Guard in cocoons.

“That’s better.” Chrysalis said with a look of satisfaction while Zira shakes her head in disapproval because she was enjoying the fight so far.

“Aw, man.” Nuka complained. “I was starting to have that Pegasus dead to rights.”

“Since when?!” Rainbow scoffed.

“Maybe he meant me.” Fluttershy voiced and looked aside rather ashamed that she is not much of a getting face-first with foes that try to attack her in contrast to her bold and cocky friend.

Twilight quickly stood in her friend’s defense when both Chrysalis and Zira moved towards the imprisoned and turned changeling and lion cub with eyes of vengeance for their “betrayal.”

“And now for some much needed satisfaction…”

“…Against two traitors to the crown…now get out of the way, Twilight!”

The two said with both Thorax and Kovu terrified and helpless unable to defend themselves against their insane mother’s so blinded by vengeance.

“No!” But even so, Twilight is not about to them hurt them on her watch. “I will not let you hurt my friends.” Twilight then had her horned sparked and fueled by the comet’s power when she snorted a little steam from her nostrils before sending a massive blast of magic right at both Chrysalis and Zira to which forced them back with the former’s wings slightly singed as a result.

“How…how did you…” Chrysalis voiced with wide eyed shock along with Zira who both stood in front of the wall now incinerated by the unicorn’s enhanced magic.

“How could you possibly…” Zira asked with her voice now quiet and speechless at that massive display of magic along with the rest of the Guard who were all equally stunned with what had just happened because of the comet enhancing her powers.

Fluttershy and Ono were both covering their eyes finding that really frightening to see what could have been a fatal catastrophe if they were right in front of the unicorn themselves.

“Hevi Kabisa.”

“Wow! Twilight…that was…”

“Amazing.”

“Destructive.”

“Poa.”

“Un-Bunga-veiable.”

“Hapana!”

“Scary.”

Kion, Applejack, Rainbow, Fluttershy, Beshte, Bunga, Ono, and Pinkie all voiced their exact thoughts.

Rarity however… “You ruined the drapes!” She gasped. “Those were embroidered silk.”

“Oh, give it a rest, Rarity.” Fuli hissed at the fashion obsessed unicorn before turning back to Twilight who still had her eyes locked on both Chrysalis and Zira firm against them getting close to both Thorax and Kovu. “…but that seriously is some incredible power there.”

“It sure was.” Twilight replied before Scar steps forward with something to say.

“Indeed.” He said with a sinister vibe. “Once again you continue to impress me with very incredible power. Power that is very qualified to be worth ruling over Equestria and the Pride Lands more so than both Princess Celestia and King Simba could ever hope to achieve.” He then placed a paw on the back of her shoulder. “Suppose you want to reconsider your stance towards me this time around?”

“Suppose I were to say no like before, what do you think you’re going do to me? Scar my other eye?” Twilight returned assertively on her stance.

“Oh no…” Scar returned with another dark idea in mind and a matching smile. “…nothing like that Twilight. Even if you say no once more, I still find ways to get you to do and say otherwise.”

“Like what?” She inquired while turning her head aside suspiciously wondering where he is going with this with her guard still up.

Scar turned to the changeling queen with a nod to allow her to speak up while entrapping the unicorn with her magic capable of draining the life and love of her against her will.

“I can drain emotion…the essence of a being. I can take a new form, but this…devastation? I want it.” Chrysalis began while locking eyes with the scarred unicorn. “I brought you here today to drain your magic…to devour your power…perhaps…”

“Knew it was a trap! I called it!” Rainbow once more stated with a “I told everyone!” tone.

“No!” Twilight once more refused. “You can’t achieve my kind of magic through just raw ability, its focused study. You’ll never be able to do what I just did because you don’t know how.”

“Come on, Twilight…” Chrysalis tried to encourage her to reconsider. “…think about the things I could show you. The things you could show me. The doors we can open for each other. Together alongside Scar we could rule.”

“No!” Twilight still wasn’t changing her mind. “I’d rather become a drained husk of myself… I’ll never join you! I’ll never join Scar! And I’ll never teach you both anything!”

“Then how about this, Twilight…” Scar chimed in with a sadistic choice. “…You agree to stay with us and teach us the destructive properties of magic and I will not harm your fellow Lion and Pony Guard companions.”

“Twilight! No! It’s a trick!” Applejack cried.

“A trap. Come on.” Rainbow further complained.

“Don’t listen to them!”

“You are better than this!”

Both Beshte and Fuli spoke up against what they are trying to force their friend into.

“What’s “C”? I hope it’s not “all of the above.”, I was always terrible with multiple choice tests!” Pinkie remarked.

“I wonder why?” Ono sarcastically commented figuring it’s no brainer considering her personality. “I don’t suppose you graduated did you?”

“Oh, I did.” Pinkie quickly assured with a wide smile. “Just didn’t do well with multiple choice.”

“Whatever it is hopefully it’s “Take a Third Option around this.”” Kion then spoke up wanting to get back on track here. “Because seeing Twilight turn evil is the last thing any of us want to see.”

“No kidding.”

“Those are horrible choices.”

Both Shauku and Sweetie Belle voiced in agreement against what it is being put on the table.

“How can she expect to come out on top?”

Gumba further questioned.

Like Pinkie Apple Bloom had another random thought at a bad time, “I can’t go before I’ve earned my cutie mark!”

“Really?”

“Nice priorities, Apple Bloom.”

“Never mind the fact we at an evil lion and changeling’s mercy with our friend forced to choice between turning evil or seeing us killed.”

Mtoto, Scootaloo, and Fuli all chastised in a dull and deadpan manner.

Twilight herself was left starting to tear up. “Everypony…everyone…” She spoke up while crying yet unable to look at them in the eyes. “…if I don’t choose her, you’ll be drained of your love…your emotions! I can’t choose that. You all mean too much to me!”

“Twilight! Think of Celestia. She would never want this for you!”

“Think of my dad, Simba! Please don’t do this! Don’t turn out to be just like Scar!”

“You can’t Twilight! You just can’t! You aren’t evil!”

Fluttershy, Rarity, and Kion all pleaded with her not to give to their demands.

Scar then summoned lightning from his paws before sending very painful shocks to the rest of the Guard who all shouted in pain. “Then how about a little preview of what’s to come?” He told her with a sadistic smirk before electrocuting the group of ponies and Pride Landers. “So…what will it be? Join us? Or lose your friend’s souls forever?”

The electricity from the bolts of lightning and shock were slowly increasing to the point the others were starting to pass out from the shock. And that was enough to get Twilight to make up her mind. “Stop it…! Just…stop…I…I…”

“Yes?”

“These ponies and group of friends are the most important ponies and friends in the world to me. I would do anything to save them. Anything.” She said with her heart full of stinging pain with every word.

“No!” Everyone pleaded with her not to give in.

But her decision was already made. “Release them. I’ll stay.”

“No!” Everyone repeated in devastation with her statement.

“Excellent.” Scar returned looking very pleased with her cooperation while Chrysalis gets giddy in excitement by clapping her hooves.

“Twilight…” Kion weakly begged with his voice wavering. “...Don’t…do this…”

“Sorry, Kion. But that’s my decision and now it’s time for everyone to go.” She said back while still not being able to look at him and the others in the eyes. “Everyone…go home. Get to Princess Celestia and King Simba. Whatever it takes, whatever happens, you come back here and fight. Fight her. Fight me if you have to.”

“But Twilight…” Beshte quietly voiced trying to reach out to her.

“…we’re you’re friends.” Bunga added with his voice cracking in desperation at the reality that one of their friends is crossing over to the dark side.

“You can fight her now!” Rainbow yelled in an attempt to tell her she has another choice.

“We believe in you, Twilight.” Fluttershy soft added to try to lift her fighting spirit to no avail.

“You can’t seriously expect us to stand by and let Chrysalis and Scar take you.” Fuli futilely attempted to reason with her.

“That blast earlier was the strongest my magic has ever been and she withstood it along with Scar and Zira… I can’t do this alone. I can’t do it without you, and I can save all of you now.” She then turns to their captors. “I chose you. Let them go.”

“Oh…it’s all so touching. I’m torn, really?” Chrysalis responded pretending to feel touched.

“Really?!” Scootaloo, Gumba, and Kambuni all asked.

“No.”

“As you wish.” Scar complied before snapping his fingers so that all of the goo imprisoning their captives are all freed.

When that happened, Kyoga, Karabi, and Lite all dropped to the ground still feeling groggily and weary from being knocked out and in a coma-like state for the last twenty-four hours before getting up on their paws wondering what they had just missed during the time they were cocooned.

“Finally! Free at last!”

“It’s about time!”

“I’m going to miss that green globby thing.”

“Not me, you haven’t had a bath in three days.”

Shauku, Gumba, Sweetie Belle, and Apple Bloom expressed upon being freed.

“None of us had.” Mtoto pointed out and then sniffed at the little unicorn with his trunk. “But still true.”

Upon being freed Rainbow and Bunga were quick to seize an opportunity to rescue Twilight before anything else, although the three siblings were still too weak to move from their confined time away, just barely standing.

“No way we’re leaving! Come on, let’s help Twilight!”

“Yeah, Let’s!”

Everyone wasted no time coming to her aid before Scar quickly placed a magical barrier to keep them trapped inside the castle to which both the Pegasus and honey badger both crashed face-first into.

“Ow!”

“What the hay!”

“What…”

“Twilight…”

Both Rainbow and Bunga voiced along with Rarity and Fluttershy just when they get cut off by the magical barrier.

“Saving your friends is a nice sentiment…really…” Chrysalis said while blowing a taunting raspberry at Applejack and Ono who both return it in a similar manner while Apple Bloom and Bunga pout in anger in her direction. “…but I’ll still drain you of your love, just not your magic. You’ll be much more compliant with a black heart.”

“Wait…” Kion spoke up. “You didn’t say anything about…”

“…and after you’re as cold as me...” Chrysalis continued over the Lion Guard leader’s mouth. “…you’ll drain your ex-friends yourself.”

“But you said you wouldn’t hurt them!” Twilight argued.

“I’m not…” She corrected before viciously shouting in her direction while locking horns with her. “…you are.” The comet itself had arrived and the changeling queen along with the unicorn and powerful lion were all greatly enhanced with magic flowing through their veins. “Look to the sky, little Twilight. The comet is overhead. Say goodbye to your life as you know it.”

But Twilight still was not about to let Chrysalis win after what she did back at the wedding, nor Zira, nor Scar, because she too had the comet’s power on her side and has knowledge and experience in how to control and use it.

“No! I won’t…say…goodbye…” She defiantly said while getting in the queen’s face refusing to submit in defeat. “You aren’t the only one that can feel the magic in them spiking…I can fight you! You can’t take away who I am…!” She then charged her horn and quickly pushed aside her along with Scar and Zira with her magic before locking horns and claws with them in a faithful duel to decide the fate of the two worlds.

All while her friends watch on with fearful hope and anticipation that their friend will pull through in the end and not let Chrysalis and Scar win.

“You can do it, Twilight! You’re the smartest pony we know!” Fluttershy first cried out to her while watching in horror alongside Scootaloo.

“You got this!” Ono called out while shouting.

“You’re as important to us as we are to you…” Rarity added while clinging onto her little sister. “…you have to defeat them so we can all get out of this together!”

“There isn’t any pony better at magic than you!”

“Come on, pull through!”

Both Applejack and Kion called out to her while she trades blows with the three.

Whenever one of them tries to lung at them with either their claws or horns, Twilight would always manage to swiftly dodge and evade their attacks followed by quick magical attacks to force them back.

“…and you can’t take away my friends!” Twilight further shouted her defiance to the trio with her eyes now starting glow blinding hot white in fury.

“You got this, Twilight! Believe in yourself!” Pinkie shouted out her encouragement. “You…your lists are always alphabetized and color coordinated! No one knows more about the dewey decimal system than you!” She then rambled and started getting off track here which annoyed the others watching. “You can write in cursive! Your…”

“You’re the best pony we know…” Applejack cut her off.

“…and you got this! Take them down!” Bunga finished for the farm pony. “Show them what true magic really is!”

“…and you’ll never have Equestria.” Twilight further shot down her foes attempts to bring her down while starting to overwhelm both Chrysalis and Zira. “You can’t…win…this…fight!”

With another powerful blast, Zira is the first major enemy to collapse in defeat as she is sent flying backwards and landing on her stomach. She then uttered a wearily and defeated groan before dropping down after losing consciousness.

“Woo! Go Twilight!”

“She’s amazing!”

“The most awesome unicorn there is!”

Apple Bloom, Pinkie, and Bunga all cheered and commended her sheer bravery and power in the face of the most dangerous enemies to date.

“One down, two to go!” Mtoto cheered with a triumphant trumpet from his trunk.

“I want to be just like her! Look at her!” Scootaloo admired.

“Hey!” Both Rarity and Rainbow Dash stated taken aback while both Applejack and Fuli both cover their mouths to stifle their amused laughter.

“I thought you wanted to be more like me and Rainbow Dash, your big sisters.” Fuli playfully reminded.

“I do, but I also want to be like Twilight being able to perform that kind of magic. Just look at it!” Scootaloo returned without further hurting anyone’s feelings. “She’s all over this!”

With Zira defeated, Chrysalis is next on Twilight’s take down list. “You don’t know what it’s like to have friends. You could tell me what it’s like to feed on love, but you can’t tell what it’s like to truly love and be loved!” Chrysalis could only hiss before being blasted in the face with another hot beam of magic before being forced back and dropping to her knees in defeat.

With Chrysalis down and out, Scar is the only one left and is still undettered in the face of defeat. “And as for you Scar, your motivations are selfish, we fight because we know about things worth fighting for! Love! Friendship! We have things that you can’t hope to have! You envy us!”

“And you don’t know anything about fashion!”

“Or a good day’s work!”

“Nor being brave!”

“Or being very keen to your very surroundings!”

“Bunnies!”

“Strength to be a true leader!”

“Speed required to stay on top of us!”

“Friendly..ish competition!”

“Parties!”

“And above all, the fierce determination to succeed no matter what!”

The rest of the Lion and Pony Guard chimed in with their courage showing in the face of the evil lion.

“Sisterhood!”

“Brotherhood!”

“Valor!”

“Character and true hearts.”

Apple Bloom, Mtoto, Kwato, Kambuni all added.

“And you don’t know about love.” Scootaloo repeated.

“Twilight already said that…yeesh!” Sweetie Belle reminded.

“Stay on point girls, stay on point.” Gumba quickly whispered back before Twilight resumes to finish Scar off.

But he still had some words to say. “Maybe so and I don’t deny my methods are harsh…but having power to back up yourself up with along with being able to walk the talk and winning tends to settle any argument. Try to keep that in mind should the roles be reversed.”

“Ponies and lions who can’t do things themselves tell others that they can’t do it…I can stand up to you.” Twilight quickly countered. “And I can win!”

“Oh dear…” Scar said with a pretend resigned tone before quickly putting up a force field to protect himself and his followers just when Twilight unleashes her most powerful comet-enhanced attack to send all of her enemies away.

“Everypony duck!” Rainbow yelled while quickly protecting Scootaloo at the same time Rarity protects Sweetie Belle.

“Take cover!”

“Incoming!”

“Whoa!”

Fuli and Ono all screamed along with Applejack gasping while shielding her little sister as everyone all protects themselves with Kion and Beshte quickly leaping down to protect the fan club.

“There are ducks here?! Oh no! Protect them.” Fluttershy gasped literally-minded before being yanked down to the ground by Kyoga.

“Just take cover!” She shouted when Twilight creates a magical explosion so huge the roof of the castle was blown off along with another castle wall from sending away the enemies just when Thorax quickly works his magic to protect their friends from getting blown away too.

Once the dust was settled just when the comet was finishing up in passing by, a huge scorch mark was left behind from where every enemy gathered was. Once again, the day was saved, Twilight had won on behalf of the Lion and Pony Guard.

“Poa!”

“Amazing!”

Both Beshte and Bunga congratulated their unicorn friend who is still sporting her white glowing eyes just when Thorax cancels his force field once they were all safe from her destructive magic.

“Twilight?! Are you okay!” Kion asked upon seeing she is still in that state.

“Twilight?!” Fuli repeated.

“Twilight? Wake up!” Rainbow shouted before slapping her in the face.

“Ow!” She complained before opening her eyes to show her normal purple eyes after snapping out of her powerful state. “Rainbow! You didn’t have to hit me! Ow!”

“She’s okay...Huh?” Rainbow happily told everyone just when Twilight taps her on the shoulder and…

POW!

…takes a sudden punch to the face which knocked her out cold.

“As of now.” Twilight said with a satisfied smirk after delivering payback to which Fuli and Applejack were both laughing in amusement before making their way out of the castle to recap and catch up with each other upon reuniting with one and another.

While they were doing so, a group of Pegasus royal guards flew in with Spike and the rulers of the Pride Lands and Equestria in tow.

“Look, it’s the princesses!” Fluttershy happily pointed in their direction.

“Mom! Dad!” Kion said happily before quickly moving to reunite with his parents at the same time Twilight embraced her mother-like mentor along with her son-like figure.

“Kion!” Simba greeted.

“Twilight Sparkle! Spike got to me as quickly as he could…” Celestia returned the head nuzzle to her student. “What happened here?”

“That was so quick, Spike. Thank you.” Rainbow sarcastically remarked for showing up with backup just when everything was taken care of.

“It wasn’t easy…” Spike returned while dropping a pile of scrolls to the floor. “Look at how many times I got a “Please try again later.” response.”

“I was being sarcastic.” Rainbow irritably corrected.

“Gesundheit!”

Fuli chuckled in amusement while Scootaloo widen her eyes at the pile of papers Spike placed down on the ground. “Welcome to the snark club, Ms. Speedy. For someone so brave, you’re one bright pony.”

“Oh, thanks.” Rainbow smiled but then realized. “Hey!”

Just after finishing their hug, both Twilight and Kion noticed that the king, queen, baby dragon, and princesses are all sported bandages all over their bodies, scratch marks, bruises, with Spike wearing an eye-patch over his right eye.

“Err…what happened to you?”

“Are you all okay?”

“Oh, a horde of giant, magical cockatrice attacked Canterlot during the comet.” Celestia explained.

“I rode one into the center of town and saved the city!” Spike added with hearts in his eyes towards his crush standing next to Kion. “It was awesome! I had a trident and your dad braved the face of danger to take down those giant birds.”

“You did?” Kion turned to his father who simply smiled.

“I sure did, because no one messes with your dad.” Simba returned with a friendly and slightly playful and serious tone that states he is their king who will protect his subjects no matter what.

“He was very brave!” Celestia also commended.

“Wow!”

“So…you did what?”

During the interim, Spike has spent the last forty-eight hours trying to get ahold of Princess Celestia and King Simba with no luck.

“That’s it! I’ve been trying to get ahold of the princess and the king for two days! I can’t just sit here and do nothing. I’m going to Canterlot.”

At that point, he has resolved to do so on foot.

When he arrived with the castle in close distance, he noticed that there are giant cockatrices floating around a pink magical force field dome to keep them out. “Er…maybe I better hurry.”

A long run and forty-two leg cramps later he managed to get to the streets of Canterlot where they are full and invaded by giant cockatrice birds.

“I’ve…” Huff! “…got to get…” Pant “…to the…“ huff “…princess and king!”

“Spike?” Said voices said in unison upon seeing him.

“Princess Celestia! King Simba! What’s happening here?”

“These giant, mutant cockatrices are using the magical surge of the comet to attack Canterlot!” The former explained while trying to remain on guard in case one of them tries to advance on her.

“And we’ve been trying our hardest to keep them at bay!” Simba added before quickly spotting one trying to make a move on Celestia.

He quickly charged and roared at the giant before leaping up and swung his claws at the giant’s killer red eyes before following it up by grabbing it by the legs and tossing the cockatrice away and over the hills.

“…so….” Spike then said upon seeing their urgent predicament. “…this would be a bad time to ask you both to leave here and go help both Twilight and Kion?”

“What?! Is Kion okay?!”

“What happened to Twilight Sparkle?”

Both leaders reacted in alarm wondering what their predicament is.

“Well, it all started when the changelings took over Ponyville the other day…” Spike began which further shocked both the king and princess with every word processing in their minds.

“What?!”

While the battle waged on, Spike continued explaining to them of what the Lion and Pony Guard have been doing in the meantime. “…three fillies and five Pride Landers kids were taken by…” He recalled when they all landed in the center fountain with only upper half of their heads emerged from the water before getting ensured by one cockatrice screeching from the top of the rooftops. “…and then we all found all of Ponyville trapped in pods…!”

After enduring and gaining their injuries in battle when Simba sunk his claws into the cockatrice holding them captive in order to get the creature to let go of them they then prepared another offensive attack against them. “…and then Scar and the Queen of the Changelings challenged them to find them in three days…”

Following forcing the giant flock of cockatrice on the defense they along with the royal guards prepared another charge towards to get them to retreat with Spike now sporting a trident in tow when the comet passes over Canterlot. “…but we couldn’t get ahold of you…”

“…we’ve been busy!” Celestia returned more focused on stopping the urgent crisis on hoof before she, Simba, and Spike prepare to put an end to this waging battle against them.

Upon emerging victorious with the whole flock of giants now dead in their tracks (literally) once the comet passed over, the few ponies and guards gathered together to reward the baby dragon for his accomplishment in his valor in battle.

“…And we owe this victory to young Spike! Take a bow Spike.” Celestia said to him who did exactly that before being awarded a medal and two bouquets of flowers.

A reward so great and touching that Spike was reduced to happy tears. “The sidekick finally gets his medal!” He sniffed with a big wide smile.

“Now, let’s go get Twilight, Kion, and their friends.” Celestia said while leaning down to his eye level.

“Just a second…” He pleaded while still crying tears of joy. “…I want to enjoy this moment.”

“Of course.” Simba allowed with an understanding smile.

After allowing Spike to have his moment of savoring glory, they all headed on over to the abandoned castle just after Scar, Chrysalis, and their follower’s defeat just minutes ago where they meet up with the victorious Lion and Pony Guard emerging from the back entrance.

“Mayor Mare gave me a medal!” Spike proudly presented them after finishing their recap.

“Way to go, Spike!” Both Twilight and Rarity proudly each returned with a hoof-bump.

“So many villains tend to pop up during events like this!” Celestia groaned in annoyance. “Manehattan had a giant, magical marshmallow pony attack the city!”

“To which your mother and me were quick to take care of.” Luna said with a stoic and tired expression.

“And it wasn’t easy.” Nala tiredly added with emphasis.

“I swear, I was so lost just trying to navigate the place.” Luna voiced still feeling frustrated enough while recalling trying to make sense of the map she was provided.

“What?” Pinkie exclaimed in dismay. “Why couldn’t we have gone there? S’mores!”

“Aww, man!” Bunga complained. “That would have been so much fun!”

Kion was left at a loss for words for his friend’s bizarre thoughts before turning back towards his parents along with the Princesses.

“But I digress…” Celestia said before moving on to something else mainly… “…Please, Twilight, Kion, give me the rundown of what happened here.”

“Was Scar here?” Simba asked with sudden concern.

“I’d be glad to!” Twilight happily began. “Well…”

Suddenly, the kids all quickly rushed in front of them to rapidly sum it up in short sentences.

“We were filly and kidnapped by both Scar and Queen Chrysalis!” Apple Bloom began.

“It was awful.” Sweetie Belle added. “Chrysalis was so boring…and evil. Evilly boring.”

“And Scar, boy oh boy, Scar was like the big red and black scary devil from Tartarus.”

“He might seem like the guy who might be willing to chat with you at first on the outside, but on the inside he is a monster who will find ways scare you to death.”

Both Shauku and Gumba relayed to both the king and princess who both knowing that statement is fairly accurate given his atrocities he has committed along the way.

“While Chrysalis was all “I’mma getchoo Twilight! And your little pony friends too!” Scootaloo added while mocking her.

“And Scar was all creepy and scary even when he’s being charming and polite about it.” Kambuni said with his killing of one of the cat creatures still fresh in her mind.

“And then Twilight blasted them into next week!”

“It was amazing!”

Both Mtoto and Kwato added very excited with her most recent duel still fresh off of their minds.

“And we helped!” Sweetie Belle cheerfully added.

“Well, that’s quite a story!” Celestia commented while feeling impressed with what she is hearing.

“It sure is.” Simba agreed while turning to the damage done at the castle. “And from the looks of it, that sure was quite some fight she put up against Scar.”

“It sure was!” Kambuni voiced while flapping her ostrich wings in excitement

“We were moral support!” Apple Bloom said in the same tone before turning to her blank flank. “Princess? What’s a cutie mark in moral support look like?”

All the kids were so full of energy they could not stopping talking with a great deal to say to the point their respective sisters and adoptive siblings all had to pull them out of the princess’s and king’s personal space.

“Okay kids, let’s tone it down a little.”

“Yeah, let’s give the princess and king some breathin’ room, fillies.”

“That includes the five of you too.”

“Manners, Sweetie Belle.”

Beshte, Applejack, Kion, and Rarity all said to Mtoto, Apple Bloom, Sweetie Belle along with the Lion Guard fan club to remind them they are both princess and king and have to be treated like royalty to a proper extent.

“I do apologize for her behavior.” Fuli added sincerely to which Twilight, Celestia, and Nala giggled slightly in amusement with their full of energy antics.

“Me too.” Kyoga said looking amused herself before focusing on what everyone is really interested and hearing about once more. “Now about catching us up on what we missed aside from that duel with Scar and Chrysalis during the comet…”

Everyone then got together after putting together a campfire just outside of the castle. Much to both Pinkie and Bunga’s delight, there were s’mores provided by both Luna and Nala from their duel against the marshmallow creature that previously attacked Manehattan and everyone would get to hear of what everyone was doing during the comet.

By the time everyone heard the full story, all of the kids had fallen asleep with many of them sleeping in their older siblings hoofs and comfort along with their adoptive older siblings with Scootaloo resting on the white alicorn's back.

“We also fought trolls and spiders!” Fluttershy recalled to the sun princess. “It was…exhilarating? No, that’s not the right word…” She then corrected herself. “…terrifying? Yes, that’s it.”

“Mmm. Sounds about right if you’re afraid of spiders.” Kyoga remarked finding that description fair.

“And I made myself Equestria’s most brilliant disguise!” Pinkie added.

Before Kyoga could even ask, Rainbow quickly flew over to place her hooves over her mouth. “Please, for the love of Simba, don’t.”

Simba chuckled in response to having heard that. “Interesting. I didn’t know it was a thing to use my name as an expression.” He then turned to his son with his best friend standing beside him. “And from what we’re hearing, it sounds like we weren’t the only ones who had quite an adventure.”

“It sure is and I can’t wait to hear all about for you.” Celestia nodded while turning to her prized pupil. “But please, tell me, where is changeling queen along with the tyrannical lion now?”

“Are there around?” Simba asked with concern ready to bare his claws if they are still nearby.

“Not to worry, your majesties.” Twilight assured. “They both have been sent far, far away from here, somewhere they won’t be able to break out of for a while…”

At that moment, Scar, Chrysalis, Zira and their followers have all reappeared right outside and in front of the Outlands Volcano where steaming smoke from inside is brewing from it to which has been for as long as Scar can remember. Scar dusted himself off casually before turning to his followers recovering from the surge they felt from the teleportation.

“Whew…!” Nuka shaked his legs with his fur and small scraggly mane all standing up. “…try to warn me next time you’re going to do that.”

Scar turned to him with an annoyed look. “My apologies, but I believe I did say to be ready to expect it since it was part of the plan.”

“Well, it sure worked wonders.” Chrysalis sarcastically grumbled that another opportunity went up in smoke once more while treating herself to an ice bag on her head along with Zira along with bandages to cover the bruises and wounds they endured from their duel with Twilight.

“And you sure are picking up my tone there.” Scar responded equally sarcastic before explaining with a magical visual of the unicorn appearing before her. “And for information, everything still went exactly as planned.”

“How?” Chrysalis questioned still baffled considering they didn’t take over Equestria nor the Pride Lands today. “We still came back with nothing!”

“Remember what I said about plants and how they grow…” He reminded her who still looked lost in thought so he had to have a lavender purple flower appear for a repeat demonstration. “…with proper care, they can turn out the way you want them to grow…” He then held the flower then added sprinkles dark magic into it which then turned the flower petals into a mixture of a darker shade of purple and black infused into it. “…the way you want it to grow. Which is exactly what happened when we put Twilight through that whole ordeal.”

“It was?”

“Of course!”

“But then why did she still turn against us?! How much more does it take to get that unicorn to come to our side and serve us in our conquest for Equestria and the Pride Lands?!”

“Patience Chrysalis, Patience…” Scar calmly reminded her. “…these things take time and a cool head in order for things to work out the way you want them to.” He then turned towards the top of the volcano where he would make his way to the caldera where Chrysalis would follow after him inside wondering what he has in mind now for the next part of his plan. “And when you do exactly that…” He added while using his magic to levitate lava before walking back outside and directed her attention to a patch of grass in the Pride Lands up ahead.

He motioned his paw so he can throw the lava right at it which incinerated the grass into ashes and melted the rock that was there into a pile of soft gloop upon contact which further impressed the changeling queen. “…it gives very promising results in your favor.”

“Of course.” Chrysalis then said trying to now act like she knew it from the start. “That’s just what I was thinking.”

“Then believe me when I tell you that soon the perfect opportunity will come to when we can finally achieve our revenge and take over the Pride Lands and Equestria.” Scar then said while pulling up a visual recap of Twilight in action during the comet along with the current image of her spending time with her mentor. “And by then the flower of doom will have bloomed into a thing of beauty. A beauty of evil that will help us take back what’s rightfully ours…” He then sinisterly grinned ready to count down the days for that very momentous occasion soon to happen…

Author's Note

In Part Four, we have another much anticipated scene in this mid-season finale the showdown between the Guard against Scar, Chrysalis, and their army with eyes set on the comets enhancing powers when it passes by with Scar and Chrysalis having locked eyes on Twilight Sparkle.

Both leaders are once again attempting persuade the leader of the Pony Guard to come to their side in their pursuit of conquest in an evenly matching magical battle. But even with the hardships of the journey and fighting off a changeling queen, a deranged lioness, and a magically enhanced mastermind, her inner strength prevails over all three of them in the fight for the two kingdoms. And it prevails in another victory for the Lion and Pony Guard.

Aside from the recap not much to explain other than the fact that even with the outcome, Scar is still satisfied with the result from what happened over these last three days. And why anyone might ask? Because he managed to plant the seeds in his pursuit of a victory that will soon flourish once it is ready.

And that will be all for this month and when we get back on Labor Day weekend, we will have "The Traveling Baboon Show." up next where a series of food theft has been committed through the Pride Lands, and without saying anything else, it has something do with our titular cast having some sneaky tricks behind their backs that'll draw everyone's attention away from their surroundings. So until then, stay tuned...

Episode 14: The Traveling Baboon Show

Episode 14:

The Traveling Baboon Show

“Sure is nice and quiet around the Pride Lands today.” Beshte commented on their surrounding while on patrol together.

“No kidding.” Applejack agreed while glancing over to the side to see Bunga pulling up a rock to find bugs to snack on.

“You won't hear me complainin'!” Bunga added while munching on the bugs he found.

“Me neither.” Pinkie happily added munching on chocolate she usually carries around in her mane which disgusted Fuli and Rarity with the latter slightly gagging at the sight.

“No, but we will hear you chewing and remember the memory of downing chocolate milk!” Fuli commented while Rarity looked aside to the opposite from Bunga to avoid throwing up once more.

Just then they see a sable antelope approach some of the animals nearby who immediately rush off ahead.

“What's going on over there?” Kion curiously wondered.

“Do you think something's wrong?” Ono asked.

“I don't know. If there was, you'd think they'd come to us.” Kion replied before spotting the elephant leader running off ahead. “Ma Tembo? What's going on? Why are you running?”

“Sorry, Kion. Don't mean to be rude, but there's no time to talk.” Ma Tembo responded in a hurry before rushing off ahead.

“Whoa! That was one big elephant but they're in one big hurry.” Bunga commented to which Pinkie snickered at the mention of big repeated.

“Let’s just hope it’s not a big problem.” Pinkie laughed with Twilight glaring at her to stop it before turning to Ono and Rainbow.

“Ono? Rainbow? Both of you fly up and see if you can see why.” Twilight asked of then.

“On it!”

They both nodded before flying up to investigate from the skies.

“Is something chasing them?” Beshte asked.

“Negative! But they're not the only ones running!” Ono reported while spotting the many animals running off in the same direction together.

“Giraffes, antelopes, zebras, you name it all heading on over to the big tree ahead.” Rainbow added.

“Well, if they're not running from something...” Fuli began.

“Then I reckon they must be running to something!” Applejack finished in conclusion.

“Let's find out what! Come on!” Kion stated before leading everyone on over there.

“I was so worried I'd miss it!” Ma Tembo said to the others gathered at the big tree.

“Me, too!” Thurston added when the Guard arrived. “I was in a panic, let me tell you!”

“Like panicking and running as always?” Kyoga muttered to which had Twilight and Fuli snickering for a moment before trying to understand what is going on that everyone is so excited about.

“I don't get it. What's the big deal? It's just a tree.” She asked while looking upwards.

“Maybe it's time for the sausage fruit to fall!” Bunga suggested while eying said fruit. “You ever tasted these things?” He asked the others before kissing his claws. “Delicious!” Suddenly one of the sausage fruits fell and bumped off of his head. “I like 'em better on my inside than my outside.”

Pinkie Pie immediately rushed over to toss it up into the air and into her mouth before consuming it. “Hmm…” She tasted the fruit. “…not bad…could be sweeter.” She then pulled out a bag of sugar and dumped into her mouth along with a bottle of soda. “…Aah. That’s better.” She said after slurping down the sugar and soda.

The others just winced very disturbed by this sight before Behste moves forward to ask one of the rhino’s in the crowd. “Hey, Mbeya!”

“Oh, hi, Beshte.”

“So...What's going on here?” Beshte asked.

“I heard that you gotta see these baboons.” He answered before looking around to see they aren’t around. “Uh, do you see 'em?”

Fuli never one who likes baboons groaned upon hearing them. “Ugh! Baboons! What have they done now?”

“Only one way to find out.” Twilight answered while turning to the rainbow-maned pony. “Rainbow, check out!”

“On it.” She saluted before flying ahead.

“Ono, you too.” Kion added.

“Affirmative!” Ono nodded before following suit and flying near the branches. “Hmm. I don't see any...AAAHHH!”

He ducked when a baboon nearly landed on him before landing on the cheetah’s back instead.

“Hey! Get off!” She complained.

Suddenly, another baboon emerges from the tree in a downwards leap.

“Whoa!”

“Hapana!”

Both Rainbow and Ono exclaimed when it landed on Fuli’s back while supporting his weight onto the first baboon’s palms.

“I said get off, not invite a friend!” Fuli irritably repeated.

“You heard the cheetah! Leave her alone!” Bunga backed her up while acting like he is rolling up his non-existent sleeves up.

The two baboons immediately get off of her back with the second baboon leaping up to the nearest tree branch before catching the first one in his arms who performed a backflip after his partner did a little swing backwards.

“Whoa! Look at 'em go!”

“All right, not bad.”

Both Bunga and even Kyoga complimented them when they continued to perform this maneuver while swinging from branch to branch.

“Yeah, they're pretty impressive.”

“Your darn tootin they are.”

“Pretty cool if you ask me.”

Kion, Applejack, and Rainbow Dash all joined in with their positive feedback.

Ono and Twilight however didn’t quite see it completely great.

“Hmmm, maybe. But they need to watch where they're going.” Ono commented finding them rather annoying truthfully.

“And they need watch their boundaries.” Twilight added.

Once the pair were done swinging around the branches they perched themselves on one of them for a standing ovation from the crowds.

“Who are these guys?” Kion curiously wondered.

“I'm confused. Are they attacking us or what?” Fuli also asked with her curiosity stirred too.

“Not likely, darling, seeing that they are just putting on a show.” Rarity answered from her observations with Bunga quickly hushing them. “Although some could afford to have some manners.” She frowned at the honey badger for being impolite.

“Shh!” He hushed her once more. “Here comes another one.”

The third baboon of the performing trio slides on down to the ground from one of the vines hanging on the tree branch to greet everyone. “Hello, everybody! You've just met the Magnificent Mwevi and Mwizi! My name's Uroho, and we are The Traveling Baboon Show!” He introduced himself and his friends when the latter two leap to join by his side with the crowd applauding and cheering for them. “I'm so glad you could be here! Thanks for taking time out of your busy schedule of eating, sleeping and standing around! Or, if you're a zebra, panicking and running!” He added while running in place to which everyone else found admittedly funny.

“Oh! It's funny because it's true!” Thurston laughed at his own joke.

“At least when we’re not dealing with a crisis that doesn’t involve calming you all down once in a while.” Kyoga quietly remarked Twilight who nodded in agreement.

“Just don't try to horn in on the act, okay, buddy?” The baboon’s leader added to Mbeya to which the crowd also found funny.

“I won't!” The rhino replied with a chuckle to which Twilight rolled her eyes at the pun.

“Beg your pardon, ma'am, but I think you forgot to unpack your trunk!” The head baboon said while pulling a vine out of Ma Tembo’s trunk who was visibly shocked to see this. “You think that was amazing? Oh, no, you ain't seen nothin' yet!” He added before singing a little performance.

The Traveling Baboon Show

During which Bunga and Pinkie both danced around to the beat with most of the other animals when seeing them perform more neat tricks which including forcing Ono to serve as a catching stick for the sliced sausage fruit landing on his beak to which did not please the egret. But they weren’t done when they whisked him away once more covering his disappearance with a wave of two big tree leaves.

Ono feeling his annoyance further increased with their antics he flew up to a higher tree branch to be able get a faraway distance from their act…

…until somehow he finds himself on the ground emerging from one of the gourd shell’s down on the ground where Bunga and Pinkie are standing and laughing when playing the game.

They also danced around Fuli and Twilight who both were unimpressed with their antics while making an antelope disappear with a hyrax reappearing using big green leaves along with having a flower appear in the palm of their hands. But they along with the rest of the Guard were amazed when they head the lead baboon disappear in a flash when the sausage fruits were swung right in front of him by his companions.

Beshte, Rainbow, Applejack danced around to the tune along with Bunga and Pinkie. While Fluttershy and Rarity smiled at their performance, Twilight and Kyoga weren’t very thrilled along with Fuli and Ono. Especially when they pulled the cheetah and egret into an embrace against their will. Kion was neutral about it although he was not sure whether this is good entertainment but found nothing to have reason to be against them and didn’t say anything.

When their song routine ended, everyone applauded them for their performance.

“Wonderful!”

“Hilarious!”

Both Ma Tembo and Thurston praised them.

“Well, That's our show, folks! Thank you for coming out!” Uroho told everyone who then turned to leave and head away from the tree leaving the Guard by themselves to discuss their thoughts of the show.

“These guys are great!”

“They’re funny!”

Both Bunga and Pinkie were the first to comment rather enthusiastically.

“I know!” Kion agreed.

“It sure was something.” Applejack admitted.

“Mmm, they're okay for baboons, I guess.” Fuli shrugged.

Bunga was quick to respond to that. “You kidding? They're so funny!”

“Yes, they're hysterical. Ha, ha.” Ono replied in a deadpan and stoic tone.

“At least you got to be a part of the act, Ono.” Beshte commented to try to make light of it.

“I’m sure they weren’t being mean about it.” Fluttershy attempted to assure him with a comforting pat from her wing.

Bunga liked the act so much he wanted to be a part of it. “Yeah! Wonder if they need a honey badger for their act. "Bunga and the Baboons!"”

“Oh, oh…” Pinkie eagerly leaped and bounced. “…or “Pinkie, Bunga, and the Baboons!””

Needless to say neither Twilight nor Fuli were impressed.

“Seriously?” The cheetah dully asked while raising an eyebrow.

“I'm gonna go talk to 'em!”

“Yeah, me too!”

With that they both quickly rushed over to find them.

“They are.” Twilight answered in reply to the cheetah’s remark with the same expression.

Kion seeing that they are friendly decides to treat them as friends. “Since they're visitors in the Pride Lands, I think it's my duty to say hello. Don't you?” He suggested to the others.

“I think that’s a splendid idea, Kion.” Rarity liked the suggestion.

“Poa! Good idea, Kion!” Beshte also agreed.

“Twilight?” Kion turned to the unicorn who didn’t seem very interested in the idea.

“Sure.” She immediately smiled. “Let’s.”

“If you say so.” Ono relented with a sigh.

“Hopefully this won’t take long.” Kyoga whispered to the egret before the others move to greet them.

“That was un-Bunga-lievable!”

“Yeah, that was Pinkie-reffic.”

Both Bunga and Pinkie complimented.

“Glad you enjoyed that show!” Uroho kindly returned to them.

“Enjoyed it? I'll never look at sausage fruit the same way again!” Bunga kept going with praise before offering. “You know, I know a honey badger who would be perfect for your act.”

“Along with a comedic party pony to help throw a welcome traveling entertainer’s party!” Pinkie cheerfully added with confetti and balloons bursting out into the air and around the tree.

“I'm sorry, but we don't have any openings right now.” Uroho politely declined while brushing off the confetti that landed on his fur.

“Aww.” Pinkie frowned feeling slightly disappointed.

“Oh, well. Your loss.” Bunga accepted his decision before walking off with Pinkie immediately smiling once more.

“Oh, well.” She happily said before bouncing away.

“Welcome to the Pride Lands.” The Lion Guard leader greeted. “I'm Kion, I really enjoyed the show. You should come to Pride Rock and perform for my mom and dad!”

“Oh, along with Princess Celestia and Princess Luna.” Pinkie immediately rushed over and added.

“The whole royal family! Yeah, that's right. I know 'em. No biggie.” Bunga added proudly while leaning on Kion’s shoulder.

“Oh, you're, you're the son of the king?” Uroho inquired.

“He sure is!” Beshte confirmed. “And he's the leader of the Lion Guard! That's us.”

“And this here is the leader of the Pony Guard and Princess Celestia’s protégé, Twilight.” Pinkie added while wrapping her left hoof around the lavender mare’s neck and shoulder who humbly smiled to the trio.

“Pleased to meet you all.” She said to them.

“Uhh, really?” Uroho nervously replied before quickly wanting to excuse himself from their presence. “It's interesting, uh...Now if you'll excuse us, we need to rest up for this next show.”

“That’s fair.” Twilight accepted it without question. “Besides, we have to finish our patrol, anyway. See you!”

“Yeah! Bye-bye! See you!” He quickly returned before he and his friends quickly retreated up the tree.

“Hmm, odd…” Twilight thought to herself before shrugging to head back out on patrol. “Oh, well.”

“Come on, everybody. Let's go.” Kion ushered everyone away from the tree.

“Finally!” Ono voiced very pleased to be able to finally get away from them.

“I still think "Bunga and the Baboons" has a good ring to it.” Bunga voiced his thoughts before following after the Guard.

“Or Bunga and Pinkie and the Baboons or Pinkie and Bunga and the Baboons.” Pinkie suggested while hopping alongside Bunga. “Or…”

Suddenly Kyoga quickly placed her front paws over their mouths to keep them from rambling once more. “Please don’t.”

“Mmm-hmm.” They nodded before letting go over their lips before allowing them to continue patrolling with them.

“Anybody know how he made those other two baboons disappear?” Beshte wondered.

“I probably have a few good ideas how.” Twilight answered from experience in dealing with Trixie. “Although said magician I’ve faced before wasn’t exactly friendly before finally turning over a new leaf.” She recalled.

“Right. Trixie.” Ono nodded while thinking the same way about the baboons they just met.

“Well they sure seemed charming.” Rarity voiced her thoughts. “And at least they weren’t as bad as Trixie.”

“Yeah, sure…” Twilight just said with nothing else to say about it.

“Well if you ask me, it was pretty amazing.” Kion commented positively.

Just then they heard one of the Pride Landers voice from the skies.

“Lion Guard! Pony Guard! Help!”

“Sounds like Ma Tembo!” Kion recognized before leading the others on over to the sound of her voice. “Come on! Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard Defend!”

The Guard quickly made their way over to where the animals from the baboon’s show are gathered in front of a tree that was completely bare with nothing on the branches.

“What is it, Ma Tembo? What's wrong?”

“What happened here?”

Both the Guard leaders inquired.

“Just this morning that tree had plenty of flowers and leaves!” Ma Tembo answered.

“Yeah! And there was lots of grass all around. Now it's all gone.” Mbeya added.

“Excuse me! I believe I was about to say something very important!” Thurston trotted forward feeling more important than the rhino himself.

“Sorry.” He apologized.

“Okay.” Twilight allowed with a flat expression knowing him. “What else do you have to say that’s important?”

“There was scads and scads of grass! Everywhere! And now it's all gone!” He answered with Twilight’s expression showing no change because she expected that.

“Okay. Thank you, even though Mbeya had just informed us of that.” She said although she along with Kyoga were rather annoyed by what he had just said. “Anything else?”

“Nope, that’s it.” He replied to which Kion and Fuli glance at each other for the zebra’s needlessly reiterating what the rhino had just reported.

Bunga investigated under a rock and saw that there is nothing under it. “Whoa! So are all the bugs!”

“Someone came and took it all!” Ma Tembo deduced.

“You know what that means?” Thurston asked.

“What?” Fuli inquired if he knows.

“I don't know. I'm asking you!” He returned to which had Fuli rather annoyed.

“It means there's a food thief in the Pride Lands!” Twilight answered.

“Exactly.” Ma Tembo seriously nodded.

“Hevi kabisa!” Kion stated in shock.

“Eh, what's the big deal?” Bunga asked not finding the problem. “There's plenty of food to go around!”

“And if worst comes to worst, they can just get more food from Ponyville.” Pinkie added cheerfully although they weren’t quite thrilled about the idea of leaving the Pride Lands.

“It's almost the dry season, Bunga.” Ono reminded. “A lot of animals have to eat extra now to survive when less stuff is growing.”

“And I’m sure the Pride Landers here won’t want to just leave their homes against their will.” Applejack added.

“Like my dad always says, "It's not fair to take more than your share!"” Beshte commented.

“It's more than not fair, Beshte!” Kion seriously chimed in. “It goes against the Circle of Life.” He added before turning to the elephant matriarch to reassure her. “Don't worry, Ma Tembo. The Lion and Pony Guard will figure out who did this and make sure it doesn't happen again!”

“Thank you, Kion, Twilight.” She said to them before turning to the others. “Come, everyone. Let's find another place to eat.“

Once everyone headed out, both Twilight and Kion turned to Rainbow and Ono for a little investigating from the skies.

“Ono, Rainbow, fly up and get a closer look at that acacia tree!”

“See if there are any clues up there.”

They both asked of them.

“Will do!”

“Affirmative!”

They nodded before investigating the top of the tree.

“Even the highest flowers and leaves are gone!” Ono reported.

“From the looks of it, It must've been somebody really tall!” Rainbow added in analysis.

“A giraffe! I knew it!” Bunga immediately deduced.

“But the food thief flipped over that rock to get at the bugs.” Fuli pointed out. “Could a giraffe do that?”

“Nope.” Applejack shook her head. “They have pretty long necks that are pretty sensitive if one them bones broke.”

“Mmm-hmmm.” Rarity quickly spoke up. “Best not to try to think about that.”

“An elephant could, maybe, with his trunk.” Kion brought up.

“An elephant! I knew it!” Bunga repeated.

“Well, an elephant could use his trunk to grab flowers and leaves from the tree…” Ono acknowledged but pointed out. “…But elephants don't eat bugs.”

“Check this out, guys!” Beshte ushered the group to examine his discovery on the ground.

“Somebody ate this grass clear down to the ground!” Fluttershy added.

“A zebra! I knew it!” Bunga repeated for the third time in a row.

“I beg your pardon!” Thurston who just happened to be around questioned rather offended.

“Bunga…” Kion said to his friend with a shake of his head. “…a zebra couldn't reach the high leaves and flowers.”

“Plus, some zebras are afraid of...” Ono said just when the zebra eats the last patch of grass before finding a caterpillar was hiding in that patch.

“Panic and run! Panic and run!” He exclaimed before running away.

“Bugs.” Ono added flatly.

“What a joke.” Kyoga muttered with a shake of her head.

“Thanks, buddy!” Bunga thanked before picking it up and plopping it into his mouth to which Rainbow quickly flew over to Fluttershy to spare her from seeing that.

“Okay, so what does this all mean?” Kion asked Twilight.

“Well, the thief has to be somebody who'll eat just about anything.” She said while putting the pieces together.

“Like Bunga! He'll eat anything!” Beshte said while turning to the honey badger.

“Don’t forget Pinkie Pie.” Applejack added. “She too can eat anything too.”

“Well…maybe expect for the muffins you baked…” Pinkie lightly corrected with criticism to which Applejack looked aside awkwardly at the memory. “… but other than that’s so very true.”

“You got that right!” Bunga agreed before suddenly realizing. “But...But it wasn't me!”

“Or me!” Pinkie quickly said defensively. “I wouldn’t even dream of doing anything like that!”

Kion chuckled in amusement before calming them down. “We know that, Bunga and Pinkie. You were with us the whole time on patrol.

“Hey!” Twilight immediately thought of something. “What if this isn't just one animal?”

“What do you mean?” Fuli wondered.

“What if it's a group of animals who like to eat different things, all working together?” Kion then said after realizing what she is thinking.

“A group of different animals working together? That sounds weird.” Bunga commented without second thought.

“Uh, hello?” Ono blankly responded.

“The Lion Guard.” Applejack added in the same tone to remind him.

“Hi.” He waved completely missing the point.

“Rather rude.” Rarity quietly commented just when some cheering is heard from the distance. “What was that?” She wondered out loud.

“Ono?”

“Rainbow?”

Both leaders turned to them to check it out.

“On it!”

They both nodded before flying up to see what the commotion is all about.

“Oh.”

“Hapana.”

“Well?”

“What is it?”

“Just another baboon show.” Ono reported rather annoyed once more.

“Oh, oh…” Pinkie excitedly bounced up along with Bunga. “Can we go Can we? Can we?”

“Come on please?” Bunga pleaded.

Kion shook his head before saying to his friend along with Beshte who seemed just as interested to want to go too. “I'd like to, but we need to figure out who took all the food.”

“Yeah. I guess you're right.” Beshte agreed that he has a point.

But Bunga wasn’t about ready to give up there. “Sounds like a lot of animals over there! Maybe the thieves are there, too. We ought to check it out!” He suggested.

“Hmm. Well...” Kion thought while Twilight was more deep in thought when Ono spoke up in protest.

“Don't listen to him. He just wants to see the show again!”

“So? Don't you?” Bunga asked encouragingly.

“No, thanks!” He firmly refused.

“He's still upset about the fruit on his head.” He whispered to Beshte and Pinkie with the latter giggling.

“I am not!” Ono remarked defensively.

“Actually…” Twilight spoke up thinking of something. “…I think Bunga actually has a point.”

“Yes! I have a point!” Bunga cheered before being glared at the unicorn warning him not to push it.

“Maybe we should check out the audience.” Kion agreed with what Twilight is thinking along with the others.

“Uh, I guess we could see if anyone looks suspicious.” Fluttershy quietly said.

“Yeah, like maybe they have grass on their face or bugs in their teeth!” Bunga further suggested.

“So we can go?” Beshte eagerly asked Kion and Twilight.

“Sure.”

“I don't see why not.”

They both replied with the three quickly running off ahead and laughing in the show’s direction.

“I guess we'd better follow them.” Kion said before leading the way with the others that stayed with them before turning to the distant egret. “See you there, Ono.”

“If it's okay with you, I'd rather patrol from the air.” Ono quickly requested.

“You sure?”

“Trust me. I've seen enough baboons for one day.” He firmly replied with an expression that says that he is done with them.

“Don’t blame you, partner.”

“We understand, darling.”

Both Applejack and Rarity understood his reasons.

“Suit yourself.” Kion accepted his decision. “You know where to find us if you see anything.”

While the Guard raced off ahead in the show’s direction, Twilight and Kyoga nodding in agreement slinked back before reaching the audience before splitting apart to investigate the show from behind the scenes with Rainbow and Ono following after them after seeing what they are doing.

“Where's Bunga and Pinkie Pie?” Kion asked after catching up with Beshte already in the crowd.

“Up there, making their dreams come true!” Beshte pointed to the former giving one of the baboons a boost while he jugging some baobab fruit with the latter balancing herself on a unicycle.

The Lion Guard and Pony Guard watching the show actually found the act pretty amusing and entertaining. Even Fuli giggled at their act together.

“Wow, look at them go.” Fluttershy commented with a smile.

“Once again they are both amazing together.” Rarity voiced in agreement.

When the act was over, Pinkie leaped downwards off of the tree still riding her unicycle with Bunga and the baboon both leaping off just when the pink mare juggles the fruit off of her hooves and into their arms.

“Thank you! Thank you so much!” Bunga bowed to the cheering group of Pride Landers.

“All right. And thank you both for volunteering!” Uroho appearing alongside him commended them for a job well done with his partners.

“You kidding? Our pleasure!” Bunga happily replied.

“We do this for a living.” Pinkie added while bouncing up and down in place. “So what're we gonna do next?”

Uroho liked their eager attitude to want join in more on the act, but really wanted to stand back and watch now. “What you're going to do is join your friends in the audience.”

“Oh. Okay.” Bunga accepted no problem this time around before he and Pinkie move to do so.

“Mwevi! Mwizi!” The group both chanted wanting to see them perform more.

“The Magnificent Mwevi and Mwizi will return after a well-deserved rest!” Uroho assured them. “But in the meantime... How about a little magic?” He then offered while having butterflies pop out from his hands which sparked the crowd’s interest.

“Ooh!”

Meanwhile, Rainbow and Ono investigate along with Twilight and Kyoga from the trees nearby in search for any suspicious activity going on while the others are distracted. Just then they hear the sound of baboons in the nearby tree to which both girls split opposite sides of the tree to investigate with Ono flying in examine the top of the tree.

“Those baboons must be picking on another poor unsuspecting bird!”Ono grumbled before seeing a sight that confirms what’s been going on. “Hapana! You're the food thief!”

“Just as we thought.” Both Twilight and Kyoga thought to themselves upon hearing Ono’s voice before they all circled the tree to further catch them in the act.

“Hey! Baboons! Come out! I caught you fair and square!” Rainbow then shouted to them while lurking to find them buried in the deep tree branches. “Where'd you go?”

She then caught sight of them hiding in one of the tree branches before they quickly leaped out of the trees to escape her…

…but instead find themselves magically detained by the aura of Twilight’s magic.

“Think you're getting away, huh?” Twilight sternly reprimanded them. “Just wait till I tell Kion! Ono!”

“Affirmative.” Ono nodded before flying back over the crowd to report it to him.

“Kion, Kion! I solved the mystery!” Ono said to him after flying down to the ground.

“You did?” Fuli asked amazed that he did it on his own.

“Well? Who is it?” Applejack inquired.

“Who's the thieving scoundrel?” Rarity also asked just when Uroho spots Ono telling the Guard about his discovery along with seeing that his companions have not regrouped back with him.

“Well, it's...” Ono tried to speak until being interrupted by him juggling him around against his will. “Whoa!”

“Go, Ono, go!”

“Aww! He's so lucky!”

“Woohoo!”

Bunga, Beshte, and Pinkie all cheered.

“It's them! It's them!” Ono stated while breaking free from the baboon’s grasp. “The baboons are the food thieves! They're also very annoying.”

“No! That can't be right!” Bunga voiced in disbelief.

“Yeah, surely there must be some kind of mistake.” Pinkie added.

“Think about it.” Ono further explained. “Baboons eat just about anything. They can climb trees and flip over rocks.”

“Hate to admit it, but there’s no denying that there’s the truth.” The orange earth pony spoke up after putting the pieces together in his mind with a hoof on her chin.

Even the kindest of the Pony Guard can’t deny that’s the truth.

“Sorry Bunga, but it doesn't look good for the baboons.”

“It sure doesn’t.” Twilight said in reply before everyone turned to her holding the two baboons in her magic to which the other animals gasping. “Because the proof is in their claws.” She gestured to the red-handed accomplices with the stolen food in their hands.

“No, no! You've got us all wrong!” Uroho tried to insist it is all a misunderstanding before being suddenly levitated by Kyoga.

“With what?” She demanded his excuse for trying to justify his actions. “With how you’ve been setting these circus acts up to distract everyone while you steal from under everyone’s noses. No chance, the jig is up and we caught your buddies doing it during the magic act!”

The animals further gasped while Bunga and Pinkie still can’t believe it.

“It can't be true!”

“Say it ain’t so.”

They desperately pleaded but to no avail. The truth is pretty clear to them.

“Oh, come on, Pinkie, Bunga. Who are you going to believe, your friends Ono, Twilight, Rainbow Dash, and Kyoga or a couple of baboons?” Fuli asked not fooled by the baboon’s attempts to sport puppy eyes to feign innocence.

“Well, where's all the food? Even I couldn't have eaten it all this fast!”

“Me neither.” Pinkie added.

“Only one way to find out.” Kion replied before turning to both Applejack and Beshte. "Applejack, Beshte, buck and shake that tree.”

“Will do!”

“You got it, Kion!”

Both the Guard’s Strongest moved to do so.

“Twende Kiboko!”

With one strong kick and one strong shake, all of the incriminating evidence linking the baboons to the true source of all of the mysteriously disappearing food fell to the ground. Needless to say, the animals were left at a loss for words with the truth clear to everyone now.

“I feel so betrayed.” Bunga voiced feeling very distraught.

“Me too.” Pinkie whimpered while turning to the baboons. “How could you?”

“Sorry, but I’m not sorry.” Uroho returned with an unapologetic shrug. “Baboon’s gotta eat too.”

“But you will be!” Twilight sternly stated while glaring at him in the eyes which had him sweating in fear of her from the fiery look in her eyes. “Since it is now crystal clear on what we must now do to animals who don’t respect the Circle of Life.”

"Banishment." Rainbow stated seriously just when Twilight worked her magic around her aura and teleported them out of the Pride Lands and just inside the Outlands.

Ono flew over to the direction of where the unicorn’s magic teleported them to. “Well, the baboons are gone for sure. They're in the Outlands.” He reported to the Guard.

“At least they’re out of the Pride Lands.” Kion felt pleased with this. “Not our problem anymore and great work the four of you.” He added while turning Ono, Twilight, Rainbow and Kyoga who all nodded in response.

“Good riddance to those ruffians.”

“Ugh. Baboons.

Both Rarity and Fuli expressed their disgust towards them.

“Yeah. Baboons.”

“How could they.”

Both Bunga and Pinkie said with the former equally disgusted with the latter sadden and betrayed by their deception.

“Don’t worry sugarcube.” Applejack assured the saddened mare. “They’re out of our lives now.”

“I know.” She acknowledged. “I just wish I could have thrown them a big party and be able to get in more in on the act.” She said before bursting her party cannon once more with confetti and balloons shooting up into the sky. “It would have been so much fun.”

“I know.” Bunga sighed. “Too bad those baboonies turned out to be thieves! Still, you gotta admit, they were funny!” He added with a laugh.

“Were they really?” Ono inputted.

“Well, it was pretty funny when they juggled you like a sausage fruit.” Beshte admitted.

Applejack chuckled too. “So very true.”

“Funny? That was hilarious!” Pinkie giggled. “Now I can't even remember why I was mad at them!” She then said blissfully.

“Oh, well, maybe because they were stealing food and treating us like fools!” Fuli quickly reminded her while still agitated by their trickery.

She continued giggling before the memory flowed back in her mind. “Oh, right.”

“Yeah.” Kion laughed though Ono scoffed from just hearing about them.

“I've heard enough about those baboons!” He stated before flying ahead to check up on him.

“Don't worry about it, Ono. It's not like we'll ever see them again!” Kion assured his egret companion who still scanned the Outlands for them.

“What?” He wondered out loud with the sight of them being pursued by the hyenas. “Kion, I think you spoke too soon.” He immediately alerted the lion cub. “Guess who I just saw Janja chasing across the Outlands.”

“Wait, wait! Don't tell me! Was it a fish? No, probably not a fish.”

“Oh, oh, I know.” Pinkie hopped up wanting to guess. “It’s those three baboon acrobats!”

“What?” Ono questioned rather baffled that her guess was spot. “How did you…?”

“Just a hunch.” Pinkie shrugged with a big smiling grin.

“Serves 'em right. Baboons...” Fuli showed no sympathy for their plight.

“Aw, come on, Fuli.” Fluttershy spoke up trying to encourage her to show some empathy for them. “I know they made a lot of bad choices but that doesn’t mean we have to.”

“But the Outlands isn’t our territory, Fluttershy.” Kion stated to reason with her.

“Exactly!” Fuli agreed.

“They had this coming.” Kyoga added not wanting to budge an inch in their direction.

But Ono letting his conscience take over spoke him. “I can't believe I'm saying this, but... They wouldn't be in the Outlands if it weren't for us. We're the ones who decided to banish them from the Pride Lands.”

Twilight sighed in annoyance knowing how right he is. “Yeah. You’re right, Ono. And since I was the one who teleported them there, I better go save them.”

“Are you sure don’t want backup?” Kion asked.

“I’m sure. I teleported them there so it's only fair I alone handle this.” Twilight stated while turning to both Ono and Rainbow. “You both just keep watch from the skies.”

She then immediately teleported away from the border and into the Outlands leaving the group wondering why she wanted to take them on her own but didn’t follow after her nor questioned her decision. After all, the one time they did, it got Kion in trouble with her and Simba and he ended up feeling what Twilight went through the day she got her scar.

The hyenas have chased the baboons around trying to catch them, but they proved to be very acrobatic to the point they were able to evade and dodge their attacks at every corner…

…But they didn’t have any luck when they tried to duck away from them when their escape tunnel turned out to be a dead end cave leaving them at their mercy.

“Thanks for makin' this so easy!” Janja taunted them with a victorious cackle. “Check it out, boys! A baboon buffet!”

The trio of helpless baboons whimpered for their lives when Janja and two allies prepare to finish them off…

…until Twilight magically teleported right behind them. “Stop right there, Janja!”

“Twilight?” He exclaimed in surprise to see her when he turned his back to her.

“Step away from the baboons!” She firmly ordered with a glare that striked fear into their hearts especially with the scar on her face.

“Hey, hey, they started it! I caught 'em stealing from me!” Janja stammered.

“And for that they deserve to get eaten?” Twilight inquired with a raised eyebrow not backing down.

“Makes sense to me.” Chungu cluelessly and bluntly answered.

“Then bring it on!” Twilight challenged them to which the trio immediately gave their all with a group charge.

Of course, the brawl didn’t even last more than ten seconds when she simply charges her magic from her horn before charging forward and blasting them away with her magic sky-high across the Outlands.

When the hyenas all crashed down onto the ground, Twilight immediately teleported over the horizon to oversee the defeated trio. Both Janja and Twilight share serious looks at each other with the former eyeing the latter’s scar before nodding and ushering his buddies to flee.

Both Rainbow and Ono watching from the skies both fly back over to the border to report to Kion of Twilight’s success before the unicorn met up with the traveling performers after the hyena’s wisely retreated.

“I can't believe you came all this way to save us.” Uroho voiced feeling very grateful and remorseful at the same time for the Pony Guard leader’s noble act even after everything they have done. “Now we feel bad. What can we do to pay you back?”

“I’ve got an idea.” Twilight proposed with a warm smile.

Said proposal to make it up to everyone in the Pride Lands is them providing a show along with giving back the food they have collected through their string of thievery. On top of that with Pinkie Pie's help their next show was turned into a little fesitival with the option of baked goods for the animals to enjoy to which the baboons helped themselves too when Pinkie generously offered them some.

“Step right up, folks! Plenty of food to go around!” Uhoro told them as they all line up one by one to receive their fair share.

“Poa!”

“Great idea, Twi.”

Both Beshte and Applejack complimented.

“Thanks, Beshte, Applejack.” Twilight kindly returned. “Beats seeing them become hyena food.”

“No question about that.” Pinkie happily added with a hug for her friend for doing so to which Twilight allowed her to do so.

“Something for every taste!” Uhoro then said to Ma Tembo before handing her a baobab fruit. “There's also entertainment! Just think of it as dinner and a show!”

“Thank you. Very gracious of you.” Ma Tembo gratefully thanked him for his generosity.

“And very generous.” Rarity complimented him very pleased with the sight since it is true to her element and she would greatly encourage that.

“Why thank you, Miss Rarity.” He returned before turning back to the others in line seeking food to eat.

Seeing that these baboons truly have a heart deep down he turns back to his friends to make his point. “See, Fuli? These baboons aren't so bad after all!” He told the cheetah he thought was standing beside her until he saw that she wasn’t there. “Fuli?”

“I think she agrees with you, Bunga!” Kion smiled while directing his attention to the cheetah giggling when they perform their acrobatic flips over her as part of their dinner show routine.

“Go, Fuli!”

“Whoo!”

“Way to flip out, baboons!”

Beshte, Bunga, and Pinkie all cheered for her when the pink mare suddenly felt the need to add when the former two turn to her in confusion thinking she meant flip out in anger. “You know I mean…” She nervously giggled before moving in to join in on the act.

“Join in, Pinkie!” Uhoro encouraged. “The more the merrier!”

And that just leaves one question on the leader of the Lion Guard’s mind for the Guard’s Keenest of Sight. “What about you, Ono? Changed your mind about the baboons?”

Before he could answer, the leader of the group called out to him. “Ono, heads up!”

“Huh?”

Next thing, he knows he finds his favorite insect tossed into his mouth.

“I suppose they're okay.” He admitted before he finds himself pulled into another one of their acts that involves two baboons tossing him into the other’s hands against his will but he accepted it this time.

“Go, Fuli!”

“Go, Ono!”

“Go, Pinkie Pie!”

Bunga, Kion, and Rainbow Dash cheered for them while they watch the egret take his turn in being part of their act.

“Hapana!” Ono exclaimed while continuing to be tossed around by the baboons.

"Aww, they really like you Ono." Fluttershy giggled.

With the show a true success, the Lion and Pony Guard along with the Pride Landers all continue to watch the traveling trio perform with some of the Lion and Pony Guard members all while they all cheer for them.

Author's Note

In this episode, a group of travelers and performers have come to the Pride Lands seeking to provide entertainment, and food in secret for the price of the show.

Of course there's little I need to say here other than what happens true to form with the sole exception of their rescue being a solo mission with the leader of the Pony Guard making quick work of the hyenas before seeing to it they leave. And thanks to that, the baboon trio get to work a deal for the show to continue.

Next up is "The Apple Family Reunion." where the Apple Family gets together for their annual reunion and Kion gets to see what Applejack's whole family is like.

Episode 15: Apple Family Reunion

Episode 15:

Apple Family Reunion

In the barn of Sweet Apple Acres, the Apple Family are going through some of their belongings on the highest shelves with Kion and Beshte’s help. And from the looks of it, the Apple family is preparing for a very special occasion.

“Ha! Found 'em!” Applejack called down to Granny Smith before dropping the box gently onto the back of the Lion Guard’s Strongest who likewise gently placed the box onto the ground in front of her grandmother.

“Aaa-choooo!” She sneezed from the collected dust from the box while feeling herself flying backwards and into Beshte’s back.

“It’s okay, I got you.” Beshte told her upon catching her.

“Heh. Gesundhoof.” Applejack said to her slightly amused before moving to make sure she is okay.

“Why, thank you, Applejack, Beshte.” She thanked the two before reminiscing the past. “I still can't believe it's been almost one hundred moons since our last family reunion. Aw, I remember it like it was yesterday.” She added while nuzzling an old picnic cloth.

“Well, you have been talkin' about it pretty much every day since then.” Applejack commented.

“Sure sounds hard not to remember if that’s the case.” Kion added just when Garnny Smith turns to her granddaughter.

“Apple Bloom! How them RSVPs comin' along?” She asked. “Who's showin' their muzzle at the reunion?”

“Everypony!” She happily replied much to the elderly pony’s shock.

“Everypony?” She exclaimed before turning to the other’s with an aside comment. “Feathers on a goat. Are you sure?” She asked again to make sure she heard her right.

“Well, I got RSVPs from Apples from Yonder Hill, Hollow Shades, Galloping Gorge, Foal Mountain, Apples from Fillydelphia, Tall Tale Town, and all the Apples from Appleloosa!” She explained to make sure she indeed double-checked which cemented her worries. “Oh! And how could I forget? Manehattan! Babs is comin'! I get to see my favorite cousin!” She then added very happy and excited to see her again as she bounces around the barn.

“Poa!” Beshte commented. “That sure is going to be one huge family reunion.”

“I’ll say.” Kion returned.

“No kidding.” Applejack nodded while the three turn to the still stunned matriarch of the family.

“I think we're gonna need a bigger cider trough.” She commented out loud seeing they have a pretty huge gathering to look forward to.

Later that evening, the Apple Family all got all of the letters gathered together with Big Macintosh bringing them all in on a wheel barrel just when both Kion and Beshte are both finishing having dinner in the kitchen since they are planning to stay the night at the farm.

“Wow! These apple fritters!” Kion complimented while eating them. To him, it was definitely what he needed to wake up after a long day of helping out at the farm.

“Well thanks, Kion.” Applejack humbly returned. “Just my way of saying thanks for all of your hard work.”

“Well it was very sweet of you.” Kion returned with a teasing grin to which Applejack looked aside and blushed at his comment.

“Sure is.” Beshte agreed while sending a plate of treats up into the air and into his mouth. “Boy, apple and cinnamon sure really go great together!”

Just then, Granny Smith expressed her excitement over the upcoming family reunion. “Whooeee! Looks like the family's grown tenfold since the last reunion! I'm gonna be busier than a worm in a rotten tomater tryin' to get everything ready!”

“I could always help out.” Applejack voiced her support while walking back into the room where the others are who do the same.

“Me, too!”

“Eeyup.”

“Oh, I sure would appreciate that.” Granny Smith kindly returned while briefly moving up all of the wrinkles on her face to sport to what she looked like when she was younger. “Granny's a little rustier in the giddy-up since the last time the Apples all got together.”

“You may be a tad old, Granny, but you're as feisty and full of spark as ever–“ Applejack commented to which sparked a sore spot in her grandmother’s spine.

“Who you callin' old?!” She demanded in an offended tone.

“Uh... I just meant...” Applejack stammered slightly while trying to correct herself and offer. “Why don't you let me take over puttin' the reunion together this time 'round? Then all you need to worry about is enjoyin' yourself.”

“Hmmm.” She thought about it for a moment before agreeing. “Alright, young'un, you got yourself a deal. You are in charge.”

“I won't let you down, Granny.” The cowgirl vowed. “You just tell me what the reunion needs, and I'll take care of the rest.”

“I'll do better than tell you what the reunion'll need. I'll show ya!” Granny then gestured her grandchildren to follow after where she presents to them the old family albums containing memories of the Apple Family Reunion from the past.

“This should be interesting.” Kion commented to himself while joining the three while Beshte hits the hay early tonight.

“We've been hostin' these things at Sweet Apple Acres every hundred moons since we first planted roots here in Ponyville.” She explained to them.

“Hey, who's that?” The young filly gestured to one of the young mares from one of the photos watching and cooking from one of the boiling hot cauldrons.

“That'd be your Great-Great-Auntie Applesauce when she was just about your age.” She answered while gesturing to another picture of her doing the same in the previous photo but now an elderly mare. “Now, she used to go by another name, but everypony started calling her Applesauce after half her teeth fell out when she was makin' apple jam.” She presented said picture of that happening.

“Hevi Kabisa.” Kion commented in shock. “That’s got to hurt.”

“Yep.” She nodded. “Never did find them teeth in all those jars.”

“Okay.” Was all the prince was going to say about that before whispering to Applejack next to him. “I’d rather not bare more on the thought.”

“Me neither.” Applejack agreed when her little sister spotted another photo that caught her eye.

“Hey! That's you, Granny!” She gestured to a photo that looks like her when she was young.

“Sure is. Apple family's been workin' on that same old quilt since our first reunion.” She recalled helping them put it together

“I can do it!” Young Granny Smith volunteered her hoofs in an attempt to do so only for the thread to pull straight through instead of sewing the fabric together. “Ngh! Oh, fingle-fangle!”

The other ponies laughed at this amusing display in contrast to the mare’s indignant expression which was caught on camera.

Her granddaughter couldn’t help but find it funny.

“Well, nopony told me you actually had to knot the end of the thread!” She said in light defense.

Kion couldn’t help but feel amused by some of these follies while Applejack is more focused on what she needs in order to prepare for this memorable occasion.

“Okay, so I'll need to get new quiltin' materials, fabric, needles, thread... “She thought to herself before asking the matriarch a question in mind. “You've really been workin' on the same quilt since the first reunion?“

“Surely have.” She answered. “I don't think we're ever gonna finish that doggone thing!”

“Might be more generations to come for that to him.” Kion whispered to Apple Bloom to which she giggled at his humorous thoughts.

“Hey, what's goin' on here?” She asked pointing to another picture of some of the Apple’s bringing hot trays over to the table.

“Well, you know us Apples enjoy a good fritter...” Granny Smith recalled before bringing up a time when one of the ponies was very eager to enjoy a fresh hot apple fritter…

…well, to eager since he ended up burning his mouth on the first bite. “Ooo, hot hot hot!”

He quickly ran over to a tub of apple cider to wash and bring down the swelling from the burns on his tongue just when another pony was bringing more apple fritters to the table. But when he got there he found that they were all gone.

“Hey, where did all them apple fritters go?” He commented before spotting a foal down on the ground. “Who are you, little one?”

“I'm Applejack!” The foal introduced herself. “More apple fwitter?”

“That's how we figured out your sister had the appetite of a full-grown stallion.” Granny Smith smiled while nudging her grandson still deep in thought about what she was going to do.

“Impressive.” Kion chuckled while nudging the cowgirl jokingly. “And very cute.” He then noticed Applejack wasn’t laughing which concerned him.

“Better get twice as much honey and flour, then... fifty more buckets of apples... more oil... wood for the fire...” Applejack said to herself.

“Now, stick an apple in my mouth and roast my rump! This one sure brings back memories.” The green mare than showed her youngest granddaughter a photo of herself when she was young with one of her front hooves tied to other front hoof of another mare moving alongside her. “Y'know how Babs is your favorite cousin? Well, Apple Rose is mine. The two of us entered the seven-legged race every reunion!”

“We're gonna win this one, cousin!” Young Apple Rose said to the mare next to her.

“You bet your hot-diggety-derriere we are!” She vowed with a determined expression eyeing the other two pairs in front of them. “C'mon, cousin, speed'er on up!”

Granny Smith tried to pick up the pace only for the two to end up tripping due to her partner unable to adjust to the sudden change in pace. But nevertheless, they both laughed together finding it pretty funny together.

“Never won a single one of them races.” Granny Smith finished recalling.

“But at least you both had fun together.” Kion noted.

“Indeed.” Granny Smith smiled liking his fine spirit and getting the idea.

“We'll need cloth ties, finish line... Not much to a seven-legged race. Hmm...” Applejack still said to herself while pacing around to which stirred her Lion Guard friend’s curiosity.

“And, of course, we can't forget to take the big family photo!” Granny Smith added one more thing they need while showing the photos of the growing family in front of the barn throughout the years. “We always snapped a photo in front of the barn at the end of every reunion, lets us see how our family's grown!”

“Photo in front of the barn. Got it.” Applejack repeated while looking out into the nighttime sky.

“You sure have some great memories of these reunions, don'tcha?” Apple Bloom complimented on all of these valuable recollections.

“Indeedy, and I'm lookin' forward to makin' more at this one.” She happily returned while affectionately patting her head. “Oh, I'm sure everypony is, and I do mean everypony! We got the whole family together this time 'round! Who knows if they'll all be able to make the next one?”

“That's true!” Applejack acknowledged while managing to catch a glimpse of a comet flying by. “Busy as everypony's lives are gettin' these days, chances are pretty slim we'll be this lucky next time 'round.” She felt more confident now, feeling she can handle things from here. “Don't worry, Granny, I'm gonna make sure this is the most memorable reunion we've ever had! I'd better get started... I've got some plannin' to do!” She then left the room to get started with Kion deciding to follow after her while both Granny Smith and Apple Bloom still continue to look over the past reunion photos.

“You okay, Applejack?” Kion asked. “Because you sure were deep in thought back there.”

“Yeah, I’m fine.” She quickly answered. “Just got a lot of planning to do for this upcoming reunion.”

“Are you sure?” He again asked not convinced. “You know you have friends willing to help you out if and when you need it.”

“Absolutely!” She stated. “Because I am about to make this a reunion no pony in the Apple Family will ever forget.”

Even though Kion will let her be on this, he can’t help but feel she is starting to take on more work than she should. “I just hope the memory and lesson of the last Applebuck Season is still in your mind.” He said to himself before heading on over to his room to get some sleep.

Applejack worked hard well into the night trying to get the planning at set up right when her little sister comes into her room.

“Apple Bloom! What are you doin' up?” She quickly questioned in a slightly chastising manner when she comes across the many notes, letters, and drawing board she has laid out.

“I was gonna ask you the same thing.” She groggily returned just when Kion walks by before he decides to duck out of sight so he can eavesdrop on their conversation.

“I can't sleep. My gears are turnin' in my head about this reunion!” She answered while lying on her back on her bed feeling slightly frazzled inside.

“Yeah... I can't wait to see my cousin Babs.” She returned with a yawn. “We're gonna do so many fun things together...”

“Fun? That's just the beginnin' of it!” Applejack remarked feeling she needs to do more. “Granny Smith handed me the reins of this reunion, and I'm gonna make the most of it.” She then turned back to her little sister. “Apple Bloom, I've got so many things planned you won't even have a minute's rest!”

Whatever she had in mind had her tired little sister already falling asleep on her bed so Applejack placed the bed covers on her while letting her sleep on her bed for the night. “Trust me, little sis. This reunion I'm puttin' together is gonna be worth the wait.”

“Let’s hope for that.” Kion quietly said to himself before heading back to bed too.

The next morning, Apple Bloom is suddenly awaken by Applejack pulling the bed covers when Celestia’s sun rises with the nearby birds crowing.

“Whoa!”

“Rise and shine! We don't have much time!” Applejack happily told her little sister before commencing the beginning of preparations.

First thing’s first when the sun rises, the Apple family sisters buck down and harvest as many apples they can get from the trees. With Kion and Beshte’s help they were able to get this task done in little time.

Next, Applejack turned to Rarity and Ono for a fabric purchase during her swing by at the former’s boutique store.

Following that is a trip to Sugarcube Corner where Pinkie and Bunga supply Applejack with a huge order of honey fresh out of the bee’s hives with both the two downing the last bits they couldn’t fit into one more jar.

After they both burped out a bee without getting stung, both presented buckets of powder for her to take to the reunion as well.

“Don’t forget the glitter.” Pinkie called out to her when it landed on her fur coat.

“Oops.” Bunga remarked with a claw to his mouth. “Sorry. Guess we should have dropped the bucket full into the wagon instead of on top of her.”

It wasn’t too much of a big deal for the farm pony who made her way back to the farm. And after she dropped off their supplies she went back to the apple fields where she has Rainbow summon a personal rain cloud to fill all of the buckets she lined up in a perfect straight row with water. But not without getting shocked by the cloud to which Rainbow looked aside whistling to feign innocence when she realized too late that cloud was filled with lightning in it.

During this time, Bic Macintosh had managed cut up enough firewood for the big family event. With Spike there and Applejack working him like a lighter, the baby dragon was able to get the fire for the cooking pots all warmed up. By then everything was all set and ready for the big family gathering.

“H-ah. Think that'll do it!” Applejack declared while hanging up the last of the flags.

“And just in time, too.” Granny Smith commented while seeing on a massive group of ponies approaching the farm.

“They’re here!” Applejack stated upon realizing all of those familiar faces including Apple Rose, Babs Seed, and Braeburn.

“Apple Rose! Ohhh!” Granny Smith greeted her cousin with a warm embrace. “Ooh, this is more excitin' than when it rained frogs!”

Applejack after making sure the megaphone is working makes an announcement to begin their family reunion with Kion and Beste by her side. “Howdy, y'all, and welcome to the Apple family reunion!” Everyone cheered in excitement ready for this momentous occasion as any other pony. “My name's Applejack, and this here is Kion, one of the honorary members of the Apple Family joined together by his friend Beshte.” The crowd was surprised to see a lion and a hippo is in the pony family reunion mix but smiled and cheered none of the less. “I just want to let y'all know that I got a real big day planned for ya! We're gonna start off with an obstacle course for the young'uns, and some fritter makin' and quiltin' for the not-so-young'uns. And there's lots more to come after that! Hope y'all enjoy it!”

Everyone is cheering so far seeing that the reunion is off to a great start just like she planned.

Just then Apple Bloom is deep in her search for her cousin before being spun around by said mare ready to greet her.

“Babs!”

“Cuz!”

The two greeted each other with a hug together just when Kion approaches them.

“Kion!” Babs kindly greeted the lion cub with a high five. “So great to see you again!”

“It’s great to see you too.” Kion happily returned with Beshte following after him. “Hard to believe it’s only been weeks since we last saw each other.”

“I know it hasn't been that long since we've seen each other, but–“ Apple Bloom began before they finished together. “…It felt like forever!”

“I can't wait to tell you about my new school!” Babs eagerly shared while blowing the part of her mane getting in her face.

“I can't wait to hear all about it!” Apple Bloom returned very eager to listen all about it.

"Well, let's hear it." Beshte encouraged.

“Jeepers, where do I start?” Babs began recalling. “Okay. So first day–“

“Babs! Huh, so glad you could come!” Applejack suddenly interrupted when greeting her.

“What am I, gonna miss out on spendin' time with my favorite cousin? Forget about it!” Babs returned with a personal preference while blowing her mane again.

“Why don't you two head over to the obstacle course?” Applejack insisted while pushing them on over there.

“We kinda wanna catch up a little bit first...” Apple Bloom responded in slight protest to her big sister forcing them into something against their will.

“Don't you worry.” She still insisted not backing off. “There'll be plenty of time for family bondin' while you're racin' against your other cousins.”

“Are you sure about that?” Kion questioned the farm pony finding that he is forcing it on them. “Because you’re kind of rushing it.”

“Not to worry, Kion. I know exactly what I’m doing.” Applejack assured him while getting some takers for the race activity.

“Okay.” Kion just replied feeling uncertain about what got in her head the other night before making their way over to where Applejack has set up the course.

"Hopefully, whatever she has planned is sure to be fun!" Beshte said while smiling optimistically and having faith in his friend's planning skills even if he finds it somewhat surprising at first glance.

Once the participants were strapped together with Apple Bloom and Babs Seed competing together on one team, Applejack began giving the pairs their instructions.

“Alrighty, ponies! Ready to have some fun?” She asked everyone when Babs spots something afar.

“Whoa, is that the finish line?” She pointed to a flag on a hill quite a distance away. “It's like a mile away or somethin'!”

“Actually, that's just the marker where you go on to the next leg of the race.” She corrected.

“What?”

“There's more?”

Both Kion and Apple Bloom questioned in surprise.

“Much more.” Applejack nodded to her little sister before moving in front of everyone to further explain how this race works. “Trust me, I have put together somethin' you are never gonna forget. After the seven-legged race, you're gonna wanna hurry up and head over here, where you'll be bobbin' for apples!” She demonstrated said apple bobbing before running around the nearby trees. “Then you'll run around these trees fifty times until you're real good and dizzy.” After recovering from her brief dizziness she quickly turned to the wooden hurdles she set up. “Then you'll jump these big wooden hurdles. And then there's the final leg, where you'll balance plates on your head while sayin' "Pappy pony picked a pluck of prickly pluffnuggets" over and over and over again. Last pony standin' wins!

"Wow..." Was all Beshte could say in response to the sight of the race course she set up.

“Uhhh….” Kion commented still lost on all of those instructions she had just said in confusion.

“Seriously?” Apple Bloom commented dully of the marathon she had just put up.

“Seriously!” Applejack quickly answered before preparing to send them off. “C'mon, y'all! Let's start makin' some memories! On your mark... get set... go!”

Regardless everyone running the race all got off to a running start with Apple Bloom and Babs Seed getting out to an early lead and the third and final pair tripping up at the start before quickly recovering and following after them.

“Whooeee! Lookin' good, everypony!” Applejack called out to them with a cheer. “Ooh, better go check on the quilt.”

“Go on ahead.” Kion told her before turning his attention back to the young ones. “I’ll keep watch over this race.”

“Why thank you, Kion.” Applejack gratefully returned before making her way over there.

As soon as Applejack was gone, Kion decided to race on ahead of the field so he could make things a little easier for them but not before turning to his friend. "Keep an eye on Applejack along with the rest of the family, Beshte. Make sure Applejack isn't overworking anyone here."

"You got it Kion!" Beshte stated and then immediately carried out his friend's request.

“Hopefully, she wouldn’t notice I’ve altered that first mark.” Kion said to himself. “After all there’s only so much they can take at their age.”

Elsewhere Granny Smith is catching up with some ponies her age getting a gander at one of the mare’s shiny white dentures.

“How long you had those new choppers, Auntie Applesauce?” Granny Smith asked.

“A lady never reveals the age of her teeth.” She simply replied to which Apple Rose rolled her eyes and groaned in response. “Don't you roll your eyes at me, Miss Apple Rose! I imagine you two think I have forgotten what you did to my parasol six reunions ago?”

Both mares couldn’t help up chuckle at the memory.

“We were just usin' it to help break open that piñata!” Granny Smith said while she and Apple Rose continue laughing with the green mare wearing pearly whites cracking a smile in response just when Applejack arrives with the family quilt.

“Applejack, delightful to see you.” She greeted her relative placing the quilt onto the table. “Are you gonna join us in some quiltin'?”

“Sorry, Auntie Applesauce, I am busy-busy-busy.” She politely declined. “Y'all should get started, though!”

But Granny Smith noticed something was missing. “We couldn't find our rocking chairs.”

“I got rid of 'em to make room for these.” Applejack explained while showing the new sewing machines she got for them. “This is the year y'all are finally gonna finish that quilt!”

“Finish it?” Apple Rose questioned when the cow girl pulls the string that starts up the generator powered sewing machines.

It was unquestionably loud to the point no one could make out a word out to each other with Auntie Applesauce’s dentures nearly falling out on their own.

“Won't that be excitin'?” Applejack asked the pink-coated mare.

“What's that?” She returned not catching what she said due to the loud noise of the generator.

“I said, won't that be–“ Applejack repeated through the loud noises before quickly turning off the machine. “–excitin'?”

“I suppose, although I have been told that too much excitement can wreak havoc on this youthful complexion of mine.” Auntie Applesauce commented while annoying Apple Rose once more to which Granny Smith giggled again in amusement before they all got to work on their new sewing machines.

“That's the spirit!” Applejack shouted to them happily.

“What did she say?” Granny Smith asked due to the loud noise of the machines.

“What?” Apple Rose returned unable to hear what she said either.

“Good gracious!” Granny Smith exclaimed finding these new machines too difficult to work with already.

“Golden Delicious?” Apple Rose returned while misinterpreting what she said. “I think he's racing with his cousin!”

Granny Smith could only shake her head at the arrangements her granddaughter had made. Sure she means well, but she really didn’t take a whole lot into consideration when making them and by the time Beshte arrived he had little time to do anything while trying to keep up with the pony running around the place too fast for him to keep pace with.

And much can be said for the race she previously organized where even with the proper readjustments Kion made to make it easier for the foals, they are all getting winded and worn out from the grueling challenging course.

“How are Scootaloo and Sweetie Belle?” Babs tried to ask Apple Bloom while running around the trees.

“Great! Ugh...” Apple Bloom groaned.

“You alright?”

“So... dizzy...Ugh...” Apple Bloom ended up collapsing from exhaustion and dizziness from that obstacle.

“Here…” Kion quickly moved with bottles of water for them to drink from. “You both could really use this right now.”

“Thanks.” Babs Seed returned while accepting the offered drink.

“What was Applejack thinking?” Kion thought out loud.

“I don’t know.” Babs Seed couldn’t understand why either when Kion moves to hand out water to the other foals competing.

Elsewhere, Big Macintosh has just prepared an Apple Fritter to which he secretly prepared for himself before quickly running off when his younger sister arrived to check up on how the hot desserts were coming along.

“Havin' fun?” She asked Apple Leaves and Apple Dumplings helping make them.

“Sure are!” The former happily replied when Applejack demonstrates the fritter making process for everyone at the table.

“Better pick up the pace on those fritters though, huh? Roll, fold, crimp, slide to the left. Roll, fold, crimp, slide to the left. Roll, fold, crimp, slide to the left. Now you try! That's it! Gotta keep this assembly line movin', gals! We want every Apple here to get a chance to taste the best darn fritters in Equestria!

Both ponies complied with her wishes although they felt slightly pressured to do more working than talking and being able to enjoy themselves while Beshte could only look on in pity at everyone before passing by to try to keep up with the pony organizing the whole work-to-death reunion.

Back where Apple Bloom and Babs Seed are standing, they are both balancing plates on their heads while constantly repeating “Pappy pony picked a pluck of prickly pluffnuggets.” Over and over.

“Any other blank flanks at your new school?”

“Yeah. Two.”

The two shared to each other while spinning plates.

“Do they wanna be Crusaders?”

“Totally!”

“Great!”

“Pappy pony picked a pluck of prickly pluffnuggets. Pappy pony picked a pluck of prickly pluffnuggets. Pappy pony picked a pluck of prickly pluffnuggets.”

“Ah can' thfeel my tongue.”

“Neh nehber.”

It sure is a tongue-twister and all Kion could do was watch over and make sure they were okay. Just then, Applejack made another announcement over the megaphone.

“Alright, Apples, break!”

Everyone all stopped in relief from all of that working Applejack had them doing.

“Finally...” Apple Bloom commented while dropping to her knees in exhaustion.

“Are you okay?” Kion asked the filly.

“Never better.” She replied to assure him she’s just worn down like everyone else around her from the three elderly ponies rubbing their hooves from all of that quilting and all of the ponies who have made so many apple fritters to the point there will be leftovers after all of this.

“Ooh, can't forget to capture all these memories for Granny's album!” Applejack moved the camera to do so she finds that everyone is more worn down and exhausted than happy and energetic like she thought in order to take the proper pictures for the family album. “Huh. Nothin' all that memorable there. Or there. Or there. C'mon, Applejack, think. You gotta kick this thing up a notch! Hm...”

Just when Applejack is deep in thought, Kion decided to take this opportunity to talk to her along with Beshte who had just finally managed to catch up to her.

“Applejack.” The lion cub called for her when approaching her.

“Oh hey, Kion, Beshte. What’s up?” She returned still buried in thought.

“Just wondering what’s going on.” Kion asked.

“Oh, just trying to find some memorable photos to take of this here reunion.” She responded still having a hard time understanding why no one’s enjoying themselves. “It’s like no one’s is excited so far.”

“Right…” Kion rolled his reply while looking back at the ponies taking this time to catch their breath and relax. “…I can tell by how tired everyone is from the activities you had set up.”

“I know.” She stated while raising her hooves up. “I thought they’d be more energetic wanting more than being tired and not wanting to do anything.”

“Are you sure it’s not because you’re making them work too hard?” Kion pegged at the real reason why.

“Huh?”

After catching his breath from all of that running, Beshte was able to speak up and properly explain what his friend meant. “It's nothing personal, it's just from what we'veheard and seen so far the fillies are all worn down from that obstacle course more suited for ponies your age, Granny Smith and her elders are all rubbing their hooves from of all that quilting, and you had the others make so many fritters to the point others might be taking home leftovers when this is all over.”

“I get that you want this to be a reunion they’ll never forget but I think you’re going at it the wrong way.” Kion said with attempted words of advice to get her to listen to reason.

“Nonsense.” Applejack immediately shrugged it off when an idea came to mind. “They’re just need something to get them all excited over. And I think I know how to do it! Come on Beshte because I'm going to need your help!”

"Wait what....?" Beshte uttered before being dragged off against his will.

“Applejack…” Kion tried to call out to her to listen to him but she’s already run off ahead with her mind fully set on her plan.

Elsewhere, both Apple Bloom and Babs Seed have retreated to the back of the barn behind some hay bales in the hopes that Applejack won’t find them and force them into anymore activities right now.

“I get that my big sis wants this to be like a super-awesome reunion, but that was ridiculous!” Apple Bloom voiced her thoughts to her cousin who likewise returns the sentiment.

“I thought we'd never get a minute to just hang out!”

And no sooner she said that her cousin pokes her head into their hiding spot ready to drag them into another family activity. “And your minute's up! Your fellow Apples are waitin' for you to join them.”

“Applejack, I haven't had any time with Babs!” Apple Bloom complained. “We were so busy with that obstacle course, we didn't even get to talk!”

“There'll be plenty of time to bond with Babs when we do the hayride.” Applejack assured while insisting they follow her.

“Hayride?” Babs Seed questioned before her cousin leads the way to two ponies carrying a wagon on their backs filled with hay.

“Alright, everypony! Step right up, take a seat, and leave the drivin' to these stallions!” She directed everyone’s attention to their hayride with Apple Bloom, Babs Seed, Auntie Applesauce, Big Macintosh, Granny Smith and Kion amongst the group on the wagon together. “Now, I know y'all've been workin' real hard makin' some awesome memories. And in all of our past reunions, we always had a nice and relaxin' hayride around the farm. Which is why I decided to change things up a bit, and try somethin' just a wee bit more excitin'.” Kion expressed a worried look wondering what kind of changes she made. “So let's get this show on the road! Giddy-up!”

Without a further ado, Applejack bucked the back of the wagon to get Beshte to pull their ride going and it was going fast since he wasrunning his way down the path.

“Whoa!” Everyone exclaimed when the path got bumpy due to the sharp rocks in front of their path.

"Sorry!" Beshte apologized while briefly eyeing everyone riding on the wagon before continuing down the requested path of the reunion planner.

The pathway was so bumpy that Auntie Applesauce’s dentures fell out and onto Big Macintosh’s nose.

“I just had those professionally polished.” She commented when the stallion hands them back to her with an apologetic smile that happened.

“What kind of hayride is this?!” Kion asked out loud finding this ride is going at higher speeds with their ride being a little shaky and wobbly. “Because this is not what I thought she had in mind."

“I don’t know.” Apple Bloom replied with slightly shaking from her ride. “Because whatever it is we are sure in for a wild ride. Whoa!”

“Where in the world does that girl have us headed? The west orchard?” Granny Smith asked when her grandson looks ahead.

“Eeyup.” He confirmed with a nod.

“What?!” She exclaimed seeing that they are all actually headed into that direction. “I was jokin'! Why, we haven't tended those fields since all the trees went and got filled up with...” She then paused and gulped with her lips tucked in her mouth now frightened of what’s to come for them.

“With what?” Kion asked when not far behind them Applejack bucks the trees in that orchard with colorful colored bats emerging from the trees.

The bats all appeared in red, orange, yellow, green, blue, indigo, and violet colors forming the appearance of an overhead rainbow to which everyone awed at the sight in the sky.

“Wowza! Never seen real fruit bats before!” Babs commented at the sight while Kion along with Beshte are both puzzled wondering why Granny Smith is rather troubled by them and Applejack watches on feeling pleased that they are liking the sight-seeing so far.

"I don't get it!" Beshte said out-loud. "What's so dangerous about these colorful bats?"

The answer to the matriarch’s question would end up being answered when one of the red fruit bats that resemble large strawberries eyes a red apple on Auntie Applesauce’s hat. It was so delicious looking that the bat licked his lips before diving towards the eyed fruit with the whole flock following suit.

“Uh-oh.” Both Applejack and Kion both said together in separate locations upon realizing what’s really in store for them when the whole flock of bats all swarmed around the crowd with everyone trying to duck for cover to avoid getting bitten with the hippo dragging their ride tries to maneuver the wagon in wild directions in an attempt to throw them off their tail.

Seeing that the apples are attracting them, Kion quickly snatches the hat off of the mare’s head in an attempt to lure them away from the extended Apple Family.

"Hey!"

“Sorry, ma'am. I promise I bring this back.” He apologized to the mare while doing this with the bats all following after him in pursuit of the fresh fruit attached to the mare’s hat.

He lured them away from the runaway wagon and back towards the west apple orchard. He dodged the bats trying to bite the apples on the hat with the flock all flying by and turning around ready to swoop in to try again to sink their teeth into those apples. There he focuses his eyes on the hungry bats before unleashing his precise Roar on the bat flock to send him hurling straight up into the air flying out of control and back into all of their trees. With the bats all knocked out, the Apple Family was saved from them…

…but not for long when the ponies watching the scene suddenly turn to see their ride is heading towards a collision course to the barn up ahead.

"Look out!" Beshte alerted everyone before leaping away from the upcoming collision course.

“Everypony! Jump out!!” Apple Bloom screamed to which everyone immediately did so with Big Macintosh carrying Granny Smith and Auntie Applesauce on his back before leaping out of their now runaway wagon before it crashed into the barn. Upon impact, the whole thing dropped and fell apart into multiple pieces.

“Is everyone all right?” Kion asked everyone who all respond “Yes.” With nods and replies.

“Hevi Kabisa!” He then softly exclaimed at the sight of the destroyed barn just when Applejack arrives on the scene to see the damage done as a result of the unexpected chaos.

Applejack seeing how disastrous with how her attempts all fell apart in front of her, buries her hat into her face in shame while tearing up. “Ruined. Everythin' is ruined.” She cried in a devastated tone when her little sister and grandmother along with Kion and Beshte arrive by her side. “Oh, Granny. I'm so, so sorry.” She apologized with great remorse.

“Oh, it's alright, child.” She returned in assurance.

“But it's not alright.” Applejack’s heart couldn’t take it in still ashamed of herself while sitting on her rump. “Just look at this! The barn and all my plans for the perfect family reunion are completely destroyed!”

"Sorry, Applejack." Beshte apologized. "I was trying so hard to get everyone away from those bats, I just ended losing control and couldn't stop it in time."

“And maybe that's a good thing.” Apple Bloom added while trying to make light of it which did little to help.

“How can that possibly be a good thing?” Applejack angrily asked when her grandmother speaks up just when the whole family gathers together from the nearby hills and from behind.

“Applejack, you had us so caught up in all the doin', we haven't had a second to enjoy the company of the folks we've been doin' it with!”

“Really?” Applejack asked surprised upon seeing that everyone replies and nods in agreement to what she has been oblivious to the whole time through all of her efforts. Hearing this had Applejack sigh and tear up once more.“Oh, Granny Smith, here you let me be in charge of creatin' great memories, and the only thing anypony's gonna remember about this reunion... is that it was the worst one we ever had.”

“Now I wouldn’t say that.” Kion then spoke up to say otherwise. “Your whole family is here, aren’t they?” Applejack nodded when he places a comforting paw on her shoulder. “So there’s still plenty of time to make good memories. You've just got to give everyone and everypony a chance to actually make them. It’s not about the activities that count to make family reunion’s special. It’s about spending time with reuniting with those who you really care about. And that’s what matters the most.”

“That’s true.” Granny Smith agreed while holding up the lion cub’s paw in a regal manner. “Honestly, I think you could learn a thing or two from this here prince here.”

“Aw, shucks.” Kion slightly blushed looking aside when she kisses her paw feeling very touched by this affectionate gesture.

"Surely there is something we can all enjoy like a family together." Beshte suggested to the orange earth mare.

“The family photo!” Applejack realized as she stood up with a brief smile before remembering it’s destroyed. “Guess we can't take it in front of the barn this year... unless...” She then thought of an idea to fix that before speaking up to everyone. “Everypony! I have one more activity!”

“Applejack...” Her grandmother sternly warned her against leading everyone into another repeat of disaster waiting for them.

“Trust me, Granny Smith.” Applejack quickly assured while leaning towards her. “This'll be one we'll remember for all the right reasons.” She added with a wink to which had her smiling seeing that this wouldn’t result in anyone being overworked, nor sent riding into danger, or not allowing anyone to enjoy some quality time with each other. And one thing’s for sure is because this activity is something that will go right with love added into the work.

“Yee-hoo!” Applejack cheered before her brother along with the other strong ponies started off by lifting the new beams while others start hammering the joints together. They also lifted the rope holding some of the very tall beams and pulling and letting go of the rope together under Applejack’s count and Kion’s guided paw signals.

Those who were previously partnered with one another switched with the pony nearby while sharing a brief dance with one another more continuing to work with Braeburn sawing up wood with a mare with an auburn-colored coat of fur, a fancy green dress, and a brighter shade of green on her mane and Kion helping Applejack oversee their progress.

“Raise this barn, raise this barn

One, two, three, four

Together, we can raise this barn

One, two, three, four

Up, up, up, go the beams

Hammer those joints, work in teams

Turn 'em round quick by the right elbow

Grab a new partner, here we go.”

“Come on, Apple family! Let's get to it! Wee-hoo!” Applejack cheered through the megaphone before continuing to sing to encourage everyone while putting the new barn together with some of the farm animals dancing to the beat with Apple Bloom and Auntie Applesauce sharing a brief dance together during the switchover.

By then the outside wooden structure has been built together and Applejack has put forward the previously made apple fritters for everyone to snack on.

“Raise this barn, raise this barn

One, two, three, four

Together, we can raise this barn

One, two, three, four

Finish the frame, recycling wood

Workin' hard, you're doin' good

Turn 'em round quick by the right elbow

Grab a new partner, here we go.”

“Yeah!”

“Whoo-whee!”

Everyone cheered when Kion takes a turn singing to continue uplifting their spirits just when they have started putting the roof on top of the barn.

“Raise this barn, oh, raise this barn

One, two, three, four

Together, we can raise this barn

One, two, three, four

Slats of wood come off the ground

Hold 'em up and nail 'em down

Turn 'em round quick by the left elbow

Grab a new partner, here we go.”

“Yeah!” Everyone cheered once more.

“Come on, Apples! Get 'er done!”

“We’re almost there!”

Both Applejack and Kion told everyone when Apple Bloom takes a turn singing while sawing down one of the wooden boards with Babs Seed.

“Look at us, we're family.”

“Workin' together thankfully.”

Applejack chimed in while trading lines together while singing together before Kion sang once more while everyone square-dances during the spare time while catching a mare who ended up getting stuck clinging onto the ledge of one of the buildings due to her sudden fear of heights kicking in.

“We Apples, we are proud to say.”

“Stick together the pony way.”

Once the barn’s internal

“Bow to your partner, circle right

Get down if you're scared of heights

Forward back and twirl around

That barn's gonna be the best in town.”

“Yee-haw! Attagirl!” Applejack cheered for her grandmother who scored a dance with one of her relatives. Said brown-coated stallion was wearing green Irish clothing.

“Alright, let's get to it!” Apple Bloom cheered while riding one an ox bringing in more supplies

“We’re getting there!” Kion added just when everyone starts singing together just when they all have successfully rebuilt the barn with the only thing left is the painting.

“Raise this barn, raise this barn

One, two, three, four

Together, we can raise this barn

One, two, three, four.”

Everyone all sang together while bringing forward the red paint.

“Take your brushes, young and old

Together, paint it, bright and bold

Turn 'em round quick by the left elbow

Grab a new partner, here we go.”

Both Applejack, Kion, and then Beshte sang together before leading everyone into painting the barn with a shining glazing coat of red paint on the new Sweet Apple Acres barn.

“We raised this barn, we raised this barn

Yes, we did

Together we sure raised this barn

Yes, we did

Being together counts the most

We all came here from coast to coast

All we need to strive to be

Is part of the Apple family.”

Everyone all finished singing together while admiring all of the hard work they have done in successfully recreating the very large pride of Sweet Apple Acres. To commence this memorable occasion, the whole family all got together for a family photo in front of their recently reconstructed barn with Applejack joining the whole family once she got the camera set up and started the timer.

With these new happy family reunion pictures, the rest of the gathering was able to go on without a problem leaving everyone that had showed up happy by the time it was over and time for them to go back home.

“I can't wait for the next reunion!” Apple Bloom said to her cousin when she was packing her bags into her ride.

“Me neither!” Babs returned feeling the same way.

“I mean, obviously we have to get together before then!” Apple Bloom eagerly expressed seeing each other again.

“Obviously.” Babs chuckled before they shared a friendly hug together when Kion and Beshte come over to say good-bye. “And I hope I’ll get to say you and your friends again sometime soon, Kion. You too, Beshte.”

"We look forward to seeing you then." Beshte said with a nod optimistic about the idea.

“And I sure hope the things are going the same back at Manehattan.” Kion happily returned. “You sure have really turned things around ever since we last met.”

“Thanks.” Babs returned with another high-five for the lion cub before turning to get on her ride to leave.

“Oh, you did it, Applejack!” Granny Smith commended her granddaughter while washing dishes together. “You put on a reunion that everypony will remember!”

“Just had a couple minor hiccups along the way.” Applejack lightly thought nothing of it.

“Yeah, just a couple.” She returned with a friendly wink back at her just when Kion approaches them ready to help them clean up.

Sometime later than night after Kion and Beshte had headed off back to the Pride Lands so they can get some sleep in preparation for tomorrow’s morning patrol, while the Apple Family puts together the new memories and photos into the photo album, Applejack had took the time to compose a friendship letter for Princess Celestia on the lesson she learned earlier today.

“Dear Princess Celestia,

Today I learned a great lesson about family, which, if you think about it, is really the first group of friends you ever make. Turns out that when you're with folks you care about, you don't have to do much to make that time memorable. Even the simplest of activities can take on a whole lotta meanin'! And you'll find that you'll remember the "who" long after you've forgotten the "what".

Your humble subject,

Applejack.”

Author's Note

It's that time in the Apple Family, the time where they all get together for their annual family reunion and this year Applejack's taking the reigns in ensuring that this is the best one yet. Although throughout her efforts and little does she realize is that her ideas of family fun are more working to the point of exhaustion instead of having family friendly fun.

It wasn't until the disastrous hay ride where Applejack began to realize that her efforts have caused more damage than fun. Luckily for her, she had close family and friends to help see what's really important and what really counts in a happy family reunion before they worked together in having a fun time repairing the barn.

Next up is "Spike at Your Service." where Spike finds himself indebted to both Applejack and Ono after they save his life from timber-wolves.

Episode 16: Spike at Your Service

Episode 16:

Spike at Your Service

It wasn’t too long ago since Twilight had begun her advanced lessons and studies in her work and judging from the number of books she was just sent there is still more to come in the future. Each and every day, Twilight is more and more eager to learn all she can feeling that her mentor is building her up for something that even she can’t imagine. And each and every day, more and more valuable information she gets out of all of this.

“…Six, seven, eight, nine, ten, eleven, twelve.” Spike standing on a step stool finished counting the number of books Princess Celestia sent her just when Twilight walks over to her desk with a tray of a full pot of tea along with a tea cup to drink from.

“Huh. That's not that many.” Twilight responded unsurprised upon observing the stack of books in front of her.

“Are you kidding?” Spike voiced his disbelief that this is not fazing her in the slightest. “How are you supposed to read twelve books in one weekend?” He asked while scratching the back of his head.

“Princess Celestia obviously thinks I can or she would never have assigned them to me.” She replied while getting comfortable on her sitting pillow while pouring herself a cup of tea. “I'm not planning on letting her down.” She confidently vowed she plans to get it done in that timeframe.

“Well, I hope you're not planning on sleeping then, either.” Spike commented recalling the time she was up for days preventing the “catastrophe” she thought was going to happen but was really her over-worrying herself.

And believe it or not Twilight can be pretty scary when she loses her mind and acts devious in her attempts to pursue whatever goals she has going on in her head at the time.

“Oh, I still plan on getting enough sleep to function alright.” Twilight returned to assure him. “Even during the nights I go to sleep late. Actually, Spike…” She then said with something else on her mind. “…why don't you take the day off?”

“Really?” Spike asked feeling pleased that she is actually giving this to him.

“Why not?” The mare confirmed with a nod. “These books are gonna keep me busy for a while.”

“Hmm...” Spike thought to himself with a good opportunity to cherish this gift of free time. “I do have a long list of things I've been dying to do!” He presented himself said list he created.

“Then go forward and get them done.” Twilight encouraged. “Just one thing you need know before you go…” She then added with a tone of caution which stirred the baby dragon’s curiosity when she turned to face him. “…it is Timberwolf season right now, so don’t go setting a single foot into the Everfree Forest. So promise me you won’t do that?” She then asked of him while pulling him in close with a hoof on his back.

“No problem!” Spike responded with a faithful salute and hug.

“Good.” Twilight said with a pleased smile before letting Spike go who then heads on over to the door. “Now go on and have fun. And remember…if anyone asks if you feel the need to want to do some sightseeing up high, you just say you thought of it yourself. It’s our little secret.”

Spike chuckled before heading on out while Twilight turns her back to her desk. As soon as Spike left, Twilight started reading while briefly sporting a knowing smile on her face.

Just after going outside, Spike immediately got to work on his to do list. "Touch nose with tongue." He read from his list before doing exactly that nothing problem “Done!” He then reads the next item on his list. "Play bongos on my belly." He does exactly that briefly before moving onto the next item of business. “Done! Smell my dirty feet." He sniffs his dirty and smelly feet to which for dragons it’s a fine smell for them. “Done!” He then moves on to the next item before suddenly seeing he really has nothing else on his to-do list. “Huh, that didn't take nearly as long as I thought it would.”

After pretty much having covered his entire list in no more than two minutes, Spike is left pondering to himself. “What to do, what to do...” He thought while kicking aside a mushroom which strikes a cat nearby. “A hot air balloon ride!” He suddenly gasped upon seeing it in front of him.

But when he approached it, he thought of what Twilight said to him earlier. “Hmm…I promised Twilight I won’t set a foot into the Everfree Forest…” He reminded himself. But he also had a claw on his chin thinking. “…but...it won’t be if I fly my way over.” He moved to get in the hot air balloon before undoing the ropes holding it down. “And I can see what timberwolves are lurking around from a safe height.” Once he untied the ropes his ride lifted upwards into the sky and was on his way over there. “And like she said, I thought of it myself, and it’s our little secret.”

But the next thing that happens is sudden gusts of winds blown his way to shake up his ride and had him nearly fall out of the basket.

“Whoa!”

Luckily he ended up grabbing the rope which allowed him to maintain control of the balloon before it could fly away and ended up descending down into the ground…

…right into the middle of Everfree Forest where Timberwolves are heard to be lurking around the most.

“That was a close one.” Spike said to himself while securing the balloon to a nearby tree root before getting a good look at his surroundings. “I-if I didn't know better, I would swear that I was in the middle of the dark and scary Everfree Forest.” He then suddenly hears a twig snap from the shadows. “What was that?!” He yelped in fright while spotting the spooky white eyes in the shadows. “C'mon, Spike. Just because this forest is full of wild dangerous animals, doesn't mean that you're gonna see one!” He then attempted to calm himself before tripping over another log accompanied by bad breath coming from only one creature that has that kind of rotten breath….

…Three timberwolves in the wood and bark standing right before him which had him running for his life.

His attempt to outrun them was short lived when he ended up turning into a dead end leaving him at their mercy.

One of the timberwolves bared his teeth before leaning in close to the baby dragon to bite him only to be suddenly whacked in the head with a rock and greeted with something pecking and digging into the wood of his leg. And to Spike’s relief it is two friendly faces that saved him.

“Come 'n' get me, ya big goons!” Applejack shouted to them while bucking another right at them just when Ono relentlessly pecks his beak on the beast’s wood to get him to follow him instead.

“Run!” He shouted to the dragon while he and Applejack lure them away from him.

“I'm running! I'm running!” He shouted back before doing so.

Applejack running ahead with the two following close behind her looks to her surroundings before spotting a tree branch in front of her path. Confidently smiling she bends it forward before sending it back to take out the first timberwolf which shattered it into multiple twigs and pieces. While she runs ahead, she sees Spike running by up ahead so in order to buy some more time for him bucks rocks at another timberwolf who ended up shattered when he accidentally tripped.

As for the one pursing Ono right behind him and closing in on him, he remained undeterred when he decided to fly through the hole in the one of the trees up ahead.

“Come on, timberwolf! Right through here!” He goaded him to follow after him to which he follows suit when seeing that she made it across.

But as he predicted the hole was too big to perform the same feat and ended up breaking apart into multiple pieces too.

“Whew!” Applejack said while wiping the sweat off of her forehead in relief that the egret was able to narrowly dodge the bullet there.

“Now that’s one way to break some wood.” Ono chuckled before turning to Spike who approached her saviors.

“Wow, Applejack! Ono! That was amazing!” Spike complimented his saviors. “I mean, you rocketed those boulders at them like they were... rockets! Pow, pow, pow pow pow!” He then turned to Ono. ”And you were like peck peck pecking them like a pecking bird and then flew high and low to until he fell apart.” He laughed at the memory of the timberwolves literally doing so. “You both saved my life! He thanked them before what happened and what it means to him when the realization dawned on him. “You...both…saved... my life.”

He then moved to hug them, first Ono, then Applejack who both felt awkward accepting this affectionate gesture from him.

“Aw, don't mention it, Spike.” Applejack modestly thought nothing of it.

“It’s what friends do for each other.” Ono humbly added before eyeing the hot air balloon nearby.

“C'mon, we should be headin' on back, now.” Applejack gestured the young dragon to do so before they come across more dangers from the Everfree Forest.

“Man, am I lucky you two were out here.” Spike further spoke of his relief. “But what were you both doing out here?”

“Ono spotted the balloon floatin’ by with nopony in it, came out here to investigate.” Applejack answered while tying the rope holding the balloon secure on her tail. “Guess you did too, huh?”

“Uh... yeah...” Spike nervously looked aside while drawing a foot in the dirt with his hands behind his back and kicking aside one of the timberwolves limbs. “I was investigating the runaway hot air balloon too!”

“Are you sure it wasn’t because you nearly fell out?” Ono inquired with a suspicious look. “Because I saw you fall out when those strong gusts of wind blew by here.”

“No, but it was not like I was planning to confront them.” Spike honestly defended. “I just wanted to go for a hot air balloon ride for some sight-seeing and then these sudden strong winds just blew me right in the face of danger. There wasn’t even wind in the forecast for today.”

“That’s true.” Ono acknowledged. “Well…” He then thought. “…at least you’re safe now.”

“Eeyep.” Applejack agreed. “So I guess we can’t be too hard on ya.”

“Yeah…” Spike sighed while thinking he probably should have thought a little better before setting out “…So, uh, now that the mystery's been solved, let's get outta here, huh?”

“Let’s.” Ono nodded before the three all head out away from the scene unaware that the pieces and remains of the timberwolves are reassembling into something bigger and more life-threatening then a pack of three…

…All while Scar emerges from the shadows of the bushes looking on sinisterly at the three.

“Good idea.” Scar secretly commented. “Because I’ll need you for the next part of my plan. And one thing’s for sure is that what I have in mind for you will make this plan a breezy effort” He added before sending another gust of wind accompanied by a flying leaf flowing with the breeze which was chomped on by the monstrous creation of his master’s magic.

Back at Sweet Apple Acres, the three had arrived back after returning the hot air balloon back where it belongs.

“Thanks for walkin' me home, Spike.” Applejack thanked once more before turning back to the farm where buckets of apples are waiting for her with Ono ready to help her out. “That was mighty kind of you. But now I have chores that need tendin' to, so see you later.”

But Spike wasn’t about ready to leave after what they did for him. “What chores? I'll do them!” He suddenly offered

“That's sweet, but you don't have–“ Applejack kindly tried to decline when he suddenly appears right under the basket of apples.

“What the…?” Ono questioned while startled by his sudden appearance.

“It's the least I can do! You saved my life! I need to repay the favor.” Spike insisted on helping her out.

“Shoot, Spike, that's what friends do for each other.” Applejack again repeated.

“You don't need to repay the favor.” Ono added. “Besides I got how to get Applejack to buck down more apples with one kick.”

“Yes, I do!” Spike himself eagerly repeated.

“Sugar, it's okay, it's not necessary.” Applejack tried once more to be kind and polite about.

“Applejack, you don't understand! This is something I really need to do!”

Seeing that Spike isn’t taking no for an answer, Applejack and Ono both share a look before nodding they can arrange for something for him to do. “Well, I'd hate to get in the way of doin' somethin' you need to do...”

“Great! What should I do?”

“Apple Bloom's over yonder givin' little Piggington a bath. I was gonna lend her a hoof, but maybe you could lend her one instead.” Applejack offered.

“On the double!” Spike went ahead to do so.

“Well at least now we don’t have to worry about him getting in the way of applebucking.” Ono commented to Applejack once Spike was out of earshot.

“Eeyep.” Applejack nodded. “I suppose one favor should suffice.”

“I don’t see why not.” Ono shrugged. “Although he seemed really insistent on wanting to help out with something.” He couldn’t help but find it odd of Spike to really want to do something for them so badly even when they told them they expect nothing in return.

Nevertheless, Spike made his way over to the pig pen where Apple Bloom is giving the pigs a good ole cleaning.

“Applejack said I could help you!” Spike told the filly scrubbing a large pig with a blue bow on her head.

“Great!” Apple Bloom gladly accepted his help. “I could use all the help I can get!”

Once he grabs a scrubbing brush, he immediately gets started on cleaning. “Heh, wait 'til Applejack sees how you sparkle!”

By the time Applejack and Ono were both done unloading bags of flour into the barnyard cellar, both Apple Bloom and Spike have successfully cleaned little Piggington to the point she is clean as a whistle.

“Ta-da!” Spike along with Apple Bloom present the sparkling clean hog who oinks in delight.

“Nice.”

“Good job, you two.”

Both the cowgirl and egret liked what they saw.

“Applejack, is it okay if I get goin'?” Her little sister asked. “I don't wanna be late for my Crusaders meeting. We're gettin' fitted for water skis!”

“Heh, you definitely don't wanna be late for that.” Applejack allowed her to be on her way.

“Water skiin' cutie mark, here I come!” The filly exclaimed while running off to meet with her friends.

“Bet you two bits that won’t last more than an hour.” Ono whispered.

“Nope.” Applejack nodded in agreement while shaking on it before turning to the faithful dragon assistant. “Spike, you can head on out too. I reckon you have repaid us in full so we are officially even Steven.”

Spike however, still wasn’t satisfied. “What? Ohhh no. We aren't even close to being even Steven!” He then moved to be on his knees begging to continue helping out. “Please, Applejack, Ono, you must allow me to assist you two further!”

Both Applejack and Ono shared surprised looks with each other before Applejack responds with their thoughts. “I dunno, Spike. Just don't feel right to have you, uh, doin' things for me.“

“Please?”

“Really, you don't–“ Ono kindly tried to decline.

“Pretty please?”

“It's just not necessary–“ Applejack once more stated before he moves to cling onto her leg.

“Pretty pretty pretty please?” He pleaded with buttoned-up baby eyes like he is going to cry.

“Oh, all right.” Ono reluctantly accepted further help unable to say no to him with a face like that and neither can Applejack.

“You can help Granny Smith and us bake some pies.” Applejack then said to which Spike was more than happy to help out with.

Spike proved to be a big help in preparing apple family pies when it came to putting together the ingredients while Ono helps go over the instructions and guides them every step of the way. But even so, Applejack and Ono both feel like Spike has done more than enough to help them out.

“Appreciate all your help today, sugarcube.” Applejack thanked once more. “…but... we can take it from here.”

“Don't be ridiculous!” Spike still persists with an honorable bow. “It is my honor and my duty! Today's just the beginning!”

“Beginning?”

“What's that now?”

Both the farm pony and egret inquired.

“You both saved my life!” He said once more before belching up a card with his fire breath. “According to the "Spike the Dragon Code", I owe you two a life debt and must serve you.”

“Now, what about Twilight? Doesn't she need your help and such?” Granny Smith pointed out.

“Yeah.” Ono agreed. “Surely she won’t let you go off so easily.”

“Huh, you're right.” Spike realized. “I better break the news to Twilight. I just hope she doesn't take it too hard... Be right back!“

Spike went back over to the Golden Oaks Library before stopping at the front door with the thought of potentially breaking the mare who raised him as a son.

“Come on, Spike, this is your personal, moral, ethical dragon code we're talking about! You have to do this! It's not like you and Twilight won't be friends anymore... but it won't be the same...” He said to himself and paced around rather anxiously for a minute or two with the thought of breaking her heart again still lingering before finally working the courage to enter and face her with this. “But it has to be done.”

Spike entered the room where Twilight is still reading her books. She turned around when she heard him come in by the sound of his footsteps.

“Hey, Spike.” She happily greeted him while getting up from her sitting pillow to approach him. “Enjoy you day off. Do everything you wanted to do?”

“Yes, I did.” Spike positively answered before speaking seriously. “Listen Twilight…” He began with a calming sigh. “Applejack and Ono just saved my life from horrible, dragon-eating timberwolves!”

“What!” She exclaimed in shock. “Are you okay?”

“I’m fine really, not a scratch on me thanks to Applejack and Ono.” Spike assured her before continuing. “But I’m sure you’re aware of what this means don’t you?”

“Mm-hmm...” She sadly sighed knowing where he is going with this.

“And, as you are aware, I adhere to my dragon code, and this means I must serve her for the rest of my natural born days! I'm sure you understand.”

“But Spike…” She began trying her hardest to be strong here. “…what about everything we’ve been through together. I mean sure we’ve had our ups and downs and I get how important this dragon code is to you but…please…” She pleaded with tears threatening to come out of her eyes. “…don’t leave.”

“I’m sorry Twilight, but I have to do this.” Spike still insists on doing this before embracing the mare that raised him.

“Mm-hmm...” Twilight choked with tears falling from her eyes while returning the hug with both hooves wrapped around him knowing that this is going to be the last time until who knows when that she will have him by her side again.

“It's... been an honor... being your faithful assistant.” Spike said his last words before leaving to serve Applejack and Ono for the rest of his life.

“Sounds good.” Twilight accepted his decision while calming herself down and wiping the tears away from her eyes.

After Spike had left the library, Twilight turned back to her desk where she would continue reading her books. She then would smile to herself confident that she’ll come back to him and even help her out some while he’s at it.

Spike made his way back to Sweet Apple Acres to tell Applejack, Ono, and Granny Smith the good word. “She said it was okay.”

“Really?” They asked in surprised unison.

“So, with Twilight's blessing, I'm free to follow my code and serve you both forever!” Spike vowed to the ones who saved him once more.

“Hapana.” Ono softly groaned seeing that he is not going to stop until he fulfills his debt to them starting with baking a pie for his crush Rarity.

“Listen, sugarcube…” Applejack began once more in an attempt to understand he is in no obligation to do this. “…we completely respect your "dragon code"...truly we do. But we just can't cotton with you permanently servin' us.”

“Yeah! I mean Applejack’s got enough help whenever me, Kion, or Beshte all come over to help her out with her chores every now and then. Plus I’ve already have my work cut out when helping Fluttershy, Rarity, Twilight, and Kion whenever they need help.” Ono further exemplified to get Spike to reconsider but he still wasn’t backing off.

“Please, Applejack, Ono, my dragon code is a part of me!” He further pleaded.

“Come on, Spike.” Ono prodded. “You’ll still be the same dragon you are right now even if you don’t.”

Both Applejack and Ono are both trying their hardest to be polite while firm about it but Spike is still insisting on wanting to give his lifelong servitude to them. “I have to be true to myself! If you don't let me do this, I won't be a noble dragon anymore!”

“What do we do, Applejack?” Ono whispered to Applejack of how to approach this.

“Just let him have his fun before we send him back home.” Applejack whispered her reply before turning back to Spike after shifting her eyes around looking for a suitable task for Spike to do. “Oh, well, I can't have you feelin' like you're not a noble dragon now, can I?”

“Very well.” Ono reluctantly accepted.

“Great! Then from here on in, your wish is my command.” Spike returned with another bow leaving the two stunned that he is treating them like royalty.

“Seriously.” Ono flatly asked with a dull expression.

“Oh, uh, okay...” Applejack just said before giving him a task while handing him one of the apple pies he helped make earlier. “I would like you to help me take this here pie you made to over to Rarity.”

“Rarity?” Spike asked with love-struck eyes with his heart having increased beating at the mention of his crush.

“Yep.” Ono flatly answered with the same expression before they all followed after Spike to the Carousel Boutique when she greets the lovely marshmallow coated unicorn his fine baking.

“I helped bake it.” Spike just finished telling Rarity who takes a bite into her first slice who finds it rather delicious.

“Wow!” Rarity voiced her amazement with how well it tastes.

“You even look good when you're chewing...” Spike commented while blushing at his crush. “W-who looks good when they're chewing?” Rarity returned a friendly smile while wiping her lips clean of pie crumbs. “Aren't you gonna have some more?”

“Oh, I wish I could but I just had a big breakfast.” Rarity politely declined. “Maybe sometime later in the day I’ll have another slice.”

“Maybe you could take her plate back to the kitchen and wash it off?” Applejack asked of him who immediately obeys.

“As you wish!”

“What was that all about?” Rarity asked Applejack and Ono after Spike left.

“We saved Spike from some timberwolves in the Everfree Forest, and now he thinks he has to serve us forever.” Applejack explained with a sigh.

“But about Twilight?” Rarity brought up. “Why is he doing all of this for you and not her?”

“Because it’s part of his noble dragon code and says that Twilight is okay with it. But I strongly think otherwise.” Ono added on to her explanation. “I think she took it pretty hard and only let him go off because she felt she had to respect his wishes on serving me.”

“I can’t imagine whatever heartbreak she is going through.” Rarity couldn’t help but wonder what kind of pain she is going through right now before thinking of an idea to help her friend out.

“I get havin' somepony to do things for you would be a dream come true. But I don't feel right havin' Spike thinkin' he owes me somethin'.” Applejack further explained.

“Well would it help if I took him off your shoulders?” Rarity offered.

“Huh?” Applejack and Ono questioned of her approach when she expresses her delight at the thought of him serving her.

“Oh, what I wouldn't give to have somepony or in this case some dragon forever in my debt! I'd get them to organize my closets, and give me pedicures, and help me with my sewing…”

Just then Rainbow Dash came by flying having overheard their conversation along with Fuli who leaped up to the window.

“AJ, Ono, Rarity, what's happening?” The blue Pegasus asked.

“Applejack and Ono saved Spike's life and now he has to serve them forever.” Rarity shortly explained to them.

“Really?” Fuli questioned with a grin. “Does he got some kind of special dragon code he has to follow?”

“Yes.” Both Ono and Applejack replied rather unsatisfied which left Fuli surprised herself that her guess happened to be spot on.

“Sweet! What are you having him do?” Rainbow then asked. “Wash your laundry? Clean your room? Help you with your unfinished novel? Mine's about this awesome Pegasus who's the best flyer ever and becomes the captain of the Wonderbolts!”

“How ever did you come up with that ingeniously woven intricate plot line?” Rarity sarcastically asked.

“Just came to me.” Rainbow just said even though the unicorn and cheetah both eye each other knowing full well of the truth behind it.

“Thing is, neither of us don't really want him to serve us forever.” Ono further expressed his thoughts on the manner. “But we don't know how to get him to stop. I can’t just tell him to buck off and have a repeat of Mean Fluttershy. You all saw how that turned out.”

“Yeah, that was a very unpleasant sight.” Fuli nodded while recalling the memory even though she, Kyoga, Applejack, Ono, and Rainbow Dash were the only ones not driven to tears by her vicious insults.

“That's easy!” Rainbow commented with an idea. “Just make him help you with something really, really hard.”

“I dunno. I don't want him to get hurt.” Applejack voiced unsure about that idea along with the idea of risking her friendship with Twilight again.

“Puh-lease.” Rainbow assured it won’t be a problem. “He'll quit way before there's even a chance of getting hurt!”

“Shh.” Ono quickly hushed her to alert them that Spike is coming back with a gesture to point to them just when he is entering the room.

“Leave this to me.” Rainbow whispered to Applejack and Ono before speaking to the dragon entering the room. “Sooo, Spike, Applejack was gonna help me stack some hay so I could practice smashing through it, but I'm feeling extra, extra powerful today.”

“You are?” Both Applejack and Ono asked.

“Yeah, I am.” Rainbow quickly replied to the two. “So instead of hay, I'm gonna smash through rocks!”

“Rocks?” Spike asked while twiddling his fingers to make sure he heard her right.

“Yeah!” Rainbow repeated with a hoof wrapped around his neck. “A huge tower of rocks! And you're gonna build it!”

“I am?” Spike again asked thinking what is proposing is insane.

“Yeah, I mean, unless you don't wanna help Applejack...” Rainbow replied in a way hoping he’ll take the bait.

“I do! It is Spike's dragon code!” Spike immediately obliged with a bow. "And I will serve them and them alone!" He then stated which shot down Rarity's idea to take him off of the two's hooves and wings much to her silent disappointment.

“Then get to it!” Rainbow told Spike who went forth to do so before whispering to both the orange earth pony and white egret. “Trust me. This is gonna work like a charm!”

Unfortunately, Spike’s determination proved to be superior at the meant to be impossible to complete task since he managed to actually create a tall tower of rocks.

“Huh. I was sure he'd give up after, like, three rocks.” Rainbow voiced to the others along with Kion and Fluttershy who had just arrived watch on the creation of Spike’s impressive feat.

“Hevi Kabisa! What is going on here?!” Kion asked.

“Spike’s building a tall rock tower that looks like one of this tall towers from that fancy European state while making the impossible possible.” Ono flatly answered.

“Oh, goodness. If it'd been me, I'd have just pretended I didn't have anything for him to do.” Fluttershy voiced her thoughts while Kion tries to process what is going on in front of him.

“Why didn't I think of that?” Applejack asked herself.

“Probably because Spike would have killed for something to do.” Ono answered.

“Is this high enough?” Spike yelled down to the others from the top of the tower.

“That's plenty high! Come on down, Spike!” Applejack called up in response before Spike made his way down with ease.

“Bad news: He actually ended up building the whole rock tower. Good news...” Rainbow said nervously. “…I've got a rock tower to knock down.”

“You’re in no obligation to do so Rainbow!” Kion tried to tell him but her mind was made up feeling she can’t back out of it now.

“Sorry Kion, but I asked of him to do this, so now I got to live up to it and smash rocks.” Rainbow said back before flying up to do so.

“Rainbow…” Kion quietly pleaded once more while everyone starts backing away for safety.

“Haha, yeah! You can do it!” Spike encouraged her with a cheer. “Haha, hahah, alright, yeah!”

Rainbow then focuses on the tower in front of her while gritting her teeth knowing of how much this is going to hurt. But still following through with what she said she will do quickly flew forward to knock it down.

“Ouch…” Fuli winced at the painful sight. “She’s sure going to feel that in the morning.”

“No kidding.” Kion agreed after opening his eyes unable to watch her injure herself like that.

“That... was... awesome!” Spike cheered even after having a large boulder crash on top of him while Kion and Fuli quickly rush over to the rainbow-maned Pegasus.

Good news, she’s not injured, the bad news however, she’s knocked out silly from charging head-first into all of those hard rocks which was unquestionably painful for her.

“Are you okay?!” Kion asked when she pulled her head up.

“Yep.” Rainbow replied with spinning eyes before falling on her back again. “Never better.”

“Wanna do it again, Rainbow Dash?” Spike asked. “Applejack can rebuild it for you. And when I say "Applejack", I of course mean me!”

“Sure…why not?” Rainbow returned still dazed while having stars float over her head.

“Actually…” Fuli spoke up while moving to guide the Pegasus off of the destroyed pile of rocks. “…I think Rainbow has crashed into enough rocks for one day.” Fuli immediately replied in a gentle tone.

“Yep!” Applejack nodded. “I don't think Rainbow Dash needs any more of your help. My help. Ono’s help. She doesn't need it. Right, Rainbow Dash?”

“Yeah. I guess I'm good. For now.” Rainbow returned to confirm it.

“And so am I!” Applejack added. “I just can't think of one more thing I need help with, so you don't have to do anything else.”

“W-What do you mean you can't think of anything else I can help with?” Spike asked.

“Exactly that!” Applejack repeated. “There's nothin' else. I don't want you to do anything.”

“You’re good.” Ono added while flying over. “You have nothing else to worry about. You are under no circumstances under obligation to keep serving us.”

“If I don't help you, how will I know I'm a noble dragon?” Spike asked still not feeling satisfied.

“Well…” Ono tried to say until Spike suddenly interrupted him.

“Maybe there's things you need help with, but you don't even realize you need help with!”

“If she needed help, I think she'd realize it.” Fluttershy pointed out.

“Yeah, I’m sure if Applejack and Ono need your help they will tell you.” Kion added trying to talk some sense into him but he still won’t listen.

“Maybe not! Maybe Applejack and Ono need help realizing what she needs help with. Like... maybe your back itches!” He then leaped onto the cow girl’s back and then scratched her back.

Applejack tried to speak up against wanting one but when he did so anyway he felt her back was actually feeling much better now. “Huuuuh... that does feel... good...” Applejack then admitted while Ono still kept flapping his wings not wanting one.

“Don’t even think about….”

But Ono suddenly finds himself pulled down and given one against his will. But like Applejack he actually found it quite soothing admittedly.

“See?” Spike replied while making his point across. “Or you might need help remembering your favorite song!” He then proceeded to sing a little song. "The dragon is the finest creature ever, there's more to him than just guarding treasure..."

“Since when does Applejack have a favorite song?” Kion questioned with a raised eyebrow.

“I don't think that's her favorite s–“ Fluttershy tried to interject only to be suddenly interrupted.

“Or... you might need help breathing!”

“Breathin'?”

“I certainly do not–“

Both Applejack and Ono protested until Spike quickly ran off and came back with a bellow and inserted the tip into their mouths to fill them up with air one by one. They were both pumped up into balloons to the point they looked like they were going to pop. But just like balloons, they released air and were both sent flying around the area until the air in their systems were all let out.

“See? There are plenty of things I can help you with, and you don't even have to trouble yourself with thinking of them!” Spike further explained of how his help is a necessity.

“No, I'll think of 'em. Lemme think of 'em.” Applejack told him.

“When we come up with something for you to do, we’ll tell you.” Ono added.

“As you wish.” Spike obeyed with another fateful bow to them.

“Oh, brother.” Ono groaned while rolling her eyes.

“Keep him busy while Applejack and I go over to Twilight to see if we can get him to come back to her.” Kion whispered to the egret.

“Affirmative.” Ono saluted without even looking before flying over to give him something to keep him busy. “Hopefully, there’s something around here to keep him from someone getting injured around here.”

In the meantime, both Kion and Applejack have made their way over to the Golden Oaks Library with the hopes that they can help Ono and Applejack out.

“Twilight? Twilight, are you there?” Applejack called for her just when she and Kion both see Twilight still reading her books.

“Twilight!” Kion called out loudly to which slightly startled her due to the louder volume he used.

“Yes, I’m here.” Twilight replied while placing a hoof on her ear to make sure her hearing’s still working.

“Sorry, we didn't mean to scare you.” Kion apologized when she turns back to face them after putting her book down.

“No, it's okay, I need to take a break anyway.” She assured them it’s no big deal. “What's going on? How’s Spike been doing?”

“I know Spike told you that he was gonna follow his dragon code, and serve me and Ono forever for savin' him from the timberwolves, and that you were okay with it, but the thing is…I don’t feel comfortable with him serving us for the rest of our lives.”

“Why is that?” Twilight asked.

“Because he’s been non-stop in wanting to help me out even when we don’t need it.” Applejack responded. “Whether it’s me or Ono, he won’t stop being around clinging for something to do because his dragon code says he needs to do this. Not even if you get him to create a large rock tower.”

“Well, he did take after me.” Twilight replied finding the feat impressive itself. “Once something is asked of me or Spike neither of us will stop until the job is done.”

“Wow!” Kion was likewise impressed. “You sure raised him well.”

“That’s true I did.” Twilight humbly replied before Applejack asks a serious question.

“And I’m guessing that wasn’t enough to get him to convince him otherwise when he told you.” Applejack brought up when Twilight has her eyes looking down not wanting to relive the memory.

“Not even a little…” She sadly replied.

“I should've realized you wouldn't have let him go so easily.” Applejack figured now that it makes sense. “Well, now that you know what's goin' on, maybe you could talk some sense into him! Because he is not planning on stopping until he feels his debt to us is fulfilled and wouldn't even trade his services to us with Rarity and she was even open to the idea.”

“Oh, Applejack, I wish I could, but this is dragon code we're talking about.“ Twilight again reminded her. “Surely you know how important the dragon code is to a dragon!”

“I sure am startin' to.” Applejack replied given with how relentless Spike is about wanting to find a way to help them out as much as he can.

“Hm…” Twilight thought for a moment before proposing an idea that will work “… there's only one other way Spike is gonna fulfill the debt he feels he owes you.”

“You don’t mean…” Kion brought up.

“Yes, Kion.” Twilight confirmed. “Arranging for Applejack and Ono to be saved by him.”

Back at Sweet Apple Acres, Ono has managed to find something for Spike to do to by him and Applejack time so the others can put together their plan.

“Seventy, seventy-one, seventy-two, seventy-three, seventy-four, seventy-five...” Spike counted when both Ono and Applejack get a peek at him doing so before heading back inside where the rest of the Guard is.

“All right, y'all, here's the deal. Spike needs to save me and Ono’s lives.” Applejack began when Pinkie suddenly interrupted.

“And you want us to shoot you out of a cannon towards a hornet's nest and give Spike a butterfly net so he can catch you mere seconds before you hit the nest and are stung by a thousand angry hornets!” She rambled while presenting her party cannon, placing bee hive hats on Twilight and Kyoga’s heads, butterfly nuts in Fluttershy, Rainbow, and Kion’s mouths, before putting on a mustache. “I'll wear this mustache.”

“Oh, oh….” Bunga suddenly popped up. “Can I too wear the mustache?”

“Here you go!” The pink earth pony happily handed him one who immediately put it on and flexed his muscles.

“Oh, ho, yeah!” Bunga liked how he looked much to Kyoga’s eye rolling annoyance.

“No.” Applejack immediately shot it down before revealing the plan they are going to do. “We’re gonna be attacked by a timberwolf!”

Everyone but Twilight all gasped in shock at the proposal.

“Hapana?!”

“Huh?”

“What?”

“Really?”

“Are you insane?”

Ono, Beshte, Kion, Fuli, and Kyoga all questioned as if she is crazy to suggest an idea like that.

“Can I still wear the mustache?”

“Yeah me too?”

Both Pinkie and Bunga both asked while still wearing their mustaches and appearing next to Applejack who glanced an irritated look to the two before leading everyone to the crumbled rock tower carry this staged attack out.

“When I give the signal, Pinkie Pie, Bunga, and Rarity will come runnin' out of the woods, bein' pursued by the timberwolf.” Applejack began while drawing her hoof into the dirt to create drawings of them doing so. “I'll start to run too, but then pretend to get my hoof stuck while Ono comes flying out of the forest pretending to be knocked out.” She presented said drawn images of them doing just that. “I'll ask Spike to help me dislodge it, and he will, then carry Ono to safety, and I'll be able to get away from the terrifyin' timberwolf! Havin' saved me from certain doom, Spike will then consider us even. Everybody get it?”

“Uh-huh.” Everyone all nodded in agreement before setting out to carry out their roles

“I'll do my best.” Twilight vowed before she and Fuli move to get the fake timberwolf set up while Fluttershy straps on buckets to her hooves.

“At least it’s a fake timberwolf.” Kion felt pleased that the plan didn’t involve a real timberwolf.

“Nope.” Applejack nodded to reassure him.

“Just one question.” Pinkie asked on behalf of herself and Bunga.

“Yes?” She asked the two who quickly put on their mustaches. “No.”

“Aww.” Bunga groaned before putting his away.

“Suit yourself.” Pinkie added with a sigh along with pushing aside the party cannon.

Rarity then cleared her throat before approaching Applejack with a question in mind for her. “We are all ready to play our parts, ahem, but are you sure you are ready to play yours, Applejack?”

“What d’you mean?” She asked what she means by that.

“Show us your best "damsel in distress" move.” Rarity responded while briefly patting her mane curls.

“Uh... Oh, well, aheh, how's this?” Applejack began awkwardly before giving it a shot. “Hooooooo.” She attempted rather mediocrely while moving her hoof to the side.

“Absolutely horrendous!” Rarity immediately shot it down. “Okay, this needs some serious work! Now, first, you must lift your foreleg up to your forehead, like so–“

“Applejack? Ono?” Spike’s voice called out to them.

“No time! Here he comes!” Applejack alerted everyone who quickly got in their positions to be ready to execute the plan just when Spike come running over to them. “Uh... over here, Spike!”

“You said you had something else you needed me to do?” Spike brought up while taking the time to catch his breath.

“Oh, yes, I, I was just hopin' you could maybe, uh, sweep up all those leaves for a compost pile, and–“ Applejack pointed towards said pile of leaves in front of them while the others spying on them quickly dropped out of sight before Spike could catch them.

“But of course.” Spike obliged without question when Applejack hands him a rake. “Oh, by the way, there are exactly twenty-four million, five hundred and sixty-seven thousand, eight hundred and thirty seven blades of grass at Sweet Apple Acres.”

“Really? That many?” Ono quietly asked very astonished that he once more succeeded at that very long task from the bushes.

“I can't believe you counted every single one of 'em...” Applejack voiced just as astonished as the egret ducks back into position when the orange earth pony winks the signal towards Rainbow Dash accompanied with Fluttershy, Beshte, in her hiding spot.

“You asked me to.” Spike reminded just when Rainbow holds back a silent snicker before taking a deep breath along with Beshte. “And, as a noble dragon and follower of my dragon code, I–“

A thunderous roar was released from both the Pegasus and hippo together which shook the ground around them while Fluttershy covers her ears.

“That was very convincing!” She admitted in slight fear just when Rarity, Pinkie Pie, and Bunga emerge from the bushes screaming.

“Timberwolf! We are doomed!” Rarity dramatically cried while lying on the ground in front of the baby dragon before running off.

“Run for it!” Bunga screamed while running ahead of the girls before they dropped the act once they moved ahead out Spike’s eyesight.

“See? Like that.” Rarity whispered before walking ahead along with Pinkie.

Next up, Twilight and Kyoga worked her magic in moving the paw-crafted creation of a timberwolf by Fuli towards Spike in a menacing manner with snarling growls provided by both the unicorn and lioness. So far, Spike was buying the act, when Rainbow and Beshte release another combined timberwolf roar together.

“Hapana!” Ono screamed while flying out of the forest before crashing in front of Spike. “Ow!”

Seeing Ono make his entrance, Applejack moved over to the small pile of pebbles to play her role in the damsel in distress. “Oh no! I seem to have got my hoof caught in between two rocks!” Applejack cried unconvincingly to which Twilight, Kyoga, Rarity, and Fuli all face-palmed themselves feeling mortified by this terrible acting of her’s when the wooden timberwolf moves it’s jaws over the orange pony’s head. “I cannot run away! I am a damsel in distress! Help me, Spike!”

Spike then suddenly stopped trembled when he caught on to something. “Wait a minute.”

“Oh, no.” Kyoga flatly voiced seeing that the gig is up when the others pop their heads out from their hiding spots upon seeing that with Twilight turning her back towards the forest looking around inside for something with the lioness’s back turned.

“No, no, don't wait a minute. Save me from the terrifyin' timberwolf!” Applejack tried to keep the act up even though Spike could tell this is all an act before approaching her when Ono peeks open an eye and tilts his head up upon seeing the plan failed.

“Well, he would be terrifying if he wasn't a fake!” Spike pointed an accusing finger at the wooden model before giving a brief analysis on the cheetah’s hand crafted work. “You got the clomping on his claws...” He placed a claw on the wooden paws. “...The roar was spot on…” Spike added to which Fluttershy, Rainbow, and Beshte high-five each other for nailing it. “…and the detail on his face is pretty good.” Fuli felt pleased with her handiwork. “But you forgot one thing: his breath!” He added before approaching the still lightly stunned earth pony with a smug smile. “You could smell a real timberwolf's breath from a mile…” He then suddenly catches a really bad whiff of bad breath nearby along with Applejack. “Too late, I'm already on–“ Spike returned still not fooled when Twilight suddenly appears in between them screaming before running away.

“Timberwolf!”

“Run!”

Both Rainbow and Fuli shouted before the others follow suit and flee just when the three timberwolves that attacked Applejack, Ono, and Spike earlier reappeared but bigger and stronger from the combined wood of a dozen more timberwolves.

Now Spike knows that this is the real deal and that this was not planned at all.

“Timberwolf!” He screamed before he and Applejack run ahead with Ono flying ahead.

Acting quick, Applejack ran up the top of the rock pile before sliding a slab onto the charging timberwolves pursing Spike once more which crushed the trio into multiple pieces once more.

Spike pleased that Applejack saved him once more, gave him a thumb’s up with Applejack waving back to him in relief. But it ended up being short-lived when the slab Applejack was leaning on gave way and sent the farm pony falling to the ground.

“Whooooah!” She screamed she then tumbled downwards with another large slab landing right on her left back hoof. “Ow!”

Of course, thanks to the magic of Scar and the Timberwolves ability to pick themselves up back together, the wood is reassembling all into one giant timberwolf.

“Uh oh...” Spike commented upon seeing this frightening sight while Scar sinisterly watches from the shadows upon seeing this creation come together. “Applejack, come on!” He shouted to the pony now really struggling to move due to that rock on her hoof.

“I can't!” She grunted unable to free herself. “I'm really stuck!”

“No more messing around! Let's go!” Spike frantically alerted her to hurry up to which she really tries to free herself.

“Come on...” Applejack said to herself just when the giant timberwolf towers over the two drooling saliva before roaring over them which caught Ono’s eyes.

“Hapana!” Ono exclaimed before quickly rushing over upon seeing that Applejack and Spike are still lagging behind. “I’m coming!” He shouted before flying in to shove his beak into the wooden beast’s nose.

He moved to fly around the timberwolf’s face to get him bite his jaws and trip him up who briefly struggled to keep his footing like before. But even still it wasn’t enough to buy them time when Scar quickly sent magic to electrocute him to allow an opening for the timberwolf to knock down hard into the ground.

“Ow!” He exclaimed before stumbling on his two feet. “Does anyone smell something burning.” He added before passing out when the timberwolf roared once more.

“Forget it, Spike! You gotta get out of here!” Applejack ordered of her while still moving to try to free herself to no avail. “Would you just forget your dragon code already and go?!”

Spike determined not to leave them behind still stuck to his guns and came to their aid. “No! I have to save you!” He would move to toss a pebble right in the timberwolf’s throat which had him choking and gasping for air. “Let's get out of here!” Spike told them while using a twig to pry the rock off of Applejack’s back hoof before scooping up Ono and making their escape together.

The giant timberwolf continued to huff and cough unable to dislodge the rock out of his throat and breathe properly until he couldn’t breathe no more and ended up falling over and breaking apart into a million pieces after croaking his final breath. And this time for good to which Scar frowned at the sight unable to do anything about without blowing his cover.

Once the threat was fully taken care of, the three all rush away from the scene and regrouped with the others who retreated to another part of the apple orchard.

“There you all are!” Kion exclaimed upon seeing them.

“What happened to you guys back there?” Twilight asked. “Thought you were right behind us!”

“My hoof was stuck, Ono got knocked out, and that timberwolf was coming right at me!” Applejack explained while gesturing to her previously stuck hoof along with the egret coming to from the attack.

“Wait, you were actually stuck?” Rarity asked in surprise.

“Uh-huh!” Spike nodded.

“And Ono got knocked out?” Fuli also asked just as surprised.

“Uh-huh!” Spike repeated.

“But Spike picked up a pebble, and rocketed that thing right at the huge timberwolf's mouth, and saved my life!” Applejack explained.

“It ended up choking that timberwolf to death.” Ono added. “And boy, we would never have gotten out of there alive if that hadn’t happened.”

“Aw, it was nothing.” Spike humbly thought nothing of it with a slight blush.

“Nothing?” Ono inquired feeling very relieved. “It was more than nothing.”

“It was somethin' alright!” Applejack added in agreement before confessing while helping Spike up. “'Course, we wouldn't've needed help if we hadn't been tryin' to stage a fake timberwolf attack in the first place.”

“Yeah, what was that all about?” Spike asked for an answer in regard to that attempted setup.

Applejack and Ono both looked aside before the former begins explaining her reasons with a sigh. “I know this code thing's important to you, but if somethin' like this comes up in the future, think maybe we can go back to my code, say "that's what friends do" and leave it at that? I promise I won't think of you as any less noble.”

“Me neither.” Ono added before regaining his strength to fly again. “Because we both know that you’re noble for being a very good friend."

“Sounds good to me.” Spike accepted with everyone looking on pleased to see this. “But, maybe let's just try to avoid situations where one of us actually needs the other one to save their life?”

“We can arrange for that no problem.” Ono nodded before offering his wing to shake on it.

“You got yourself a deal.” Applejack accepted while offering her hoof to shake on before the latter sees that the former doesn’t have fingers before moving to fist-bump to cement their new friendship code.

“Glad to see that everything is back to normal.” Twilight commented feeling happy that this all now settled before approaching his son-like figure. “You ready to go back home with me Spike now that your debt to them has been fulfilled?”

“Yes I am.” Spike happily accepted while hugging the unicorn who likewise returned in kind before they both headed home together.

With everything back to normal, everyone all heads on home with Spike riding on Twilight’s back after deciding to go back to her.

Scar watching them leaves narrows his eyes upon seeing that Applejack, Ono along with the rest of the Guard that were all lucky to escape another death trap before slinking back into the shadows quietly and slowly while walking backwards.

“Soon, Lion and Pony Guard, soon…” He ominously said before vanishing into the darkness of the Everfree Forest.

Later that night, Twilight continues to read her books while having difficultly doing so in the dark. At least until Spike provides a lit lantern to help give her some light to help make it easy for her.

“Thanks, Spike.” Twilight warmly thanked him.

“Happy to help!” He happily replied.

“Don't know what I'd do without you.” She responded before flipping the next page on her book when Spike suddenly clings onto her leg

“No, really! I'm really really really happy to help you!” He further expressed while hugging onto her.

“Oh...” Twilight awed at the sight of his adorableness before returning an affectionate head scratch on his scales. “Glad to hear it.”

Even with all things considered, Twilight still treats him like family and has proven that he will always be by her side no matter what.

Author's Note

For starters. I'll start by saying I didn't quite like Spike's incompetence nor Twilight's moment of initial obliviousness towards Spike in canon so having said that I altered them to correct them.

Other than that and moving on, is Spike owing a life of debt to both Applejack and Ono after a close call with timberwolves even though neither of them felt it was absolutely necessary. Initially they didn't mind until he started insisting on doing something for them at every second. And that's where they decide to set things up so that Spike saves them.

Of course, with Scar lurking around, he is quick to seize in another opportunity to quietly try to take care of them from the shadows. Luckily for both Applejack and Ono, Spike was quick to help them escape from harm's way before they all managed to emerge alive with the baby dragon returning to Twilight once everything was all settled.

Next up is "Keep Calm and Flutter On." where the Arc Villain of the Season 2 opener returns with the princess and king counting on Fluttershy and Beshte to bring out Discord's good side and reformation.

Episode 17: Keep Calm and Flutter On

Episode 17:

Keep Calm and Flutter On

On another beautiful day in Ponyville, Spike along with the Lion and Pony Guard minus Applejack, Fluttershy, Ono, and Beshte all waiting around expecting both Princess Celestia and King Simba to meet with them in the meadows outside of Ponyville. They both have something important to discuss with them to which none of them not even Twilight knows what it is. But whatever it is they’ll explain when they get here.

“I love it when Princess Celestia and King Simba comes to Ponyville!” Bunga commented in excitement along with Pinkie.

“I know!” Pinkie expressed in a similar manner. “I even got my hooves shined just like Rarity for the occasion.” She then presented her shiny hoof to the pony spraying herself with perfume to which both Rainbow and Fuli both turned away due to not liking the smell of it. “Ya like?”

“I certainly do!” Rarity approved of while getting a good look at herself from the shiny reflection it produced.

“Speaking of the king and princess, what’s taking them?” Kyoga asked Twilight and Kion with the latter pacing around and the former deep in thought with a hoof on her chin.

“I don’t know.”

“Honestly, I'm surprised they're not here yet.”

The two leaders expressed while facing each other.

“I wonder what's taking so long?” Spike asked with an annoyed sigh finding it unlike of them to be running late with nothing to expect from them other than meeting here.

“And where are Applejack and Fluttershy?” Twilight asked.

“Along with Ono and Beshte?” Kion added.

“Fluttershy and Beshte are detained helping Applejack and Ono with a mishap at Sweet Apple Acres. They'll be along.” Rarity answered while still gazing upon herself upon the reflection from Pinkie’s shiny hoof along with Bunga seeing himself flex his muscles.

“But, I still don't get why the Princess would be so late.” Spike couldn’t help but wonder.

“Yeah, it’s not like them but whatever it is, it must be important.” Kyoga deduced.

“She's bringing an important visitor. That could be part of it.” Twilight brought up just when Rainbow flies over to complain to her.

“They did say that.” Kion remembered them saying that.

“A visitor who's important and slow.” Rainbow irritably voiced her annoyance of being kept waiting.

“Like a turtle?” Fuli guessed while voicing she is not fan of someone in the slow lane.

“Maybe it's somepony or some Pride Lander so terribly important, they still had many more terribly important things to do before they got here.” Rarity suggested.

Spike turned around and then gasped in fright. “Maybe the visitor has a deer antler, a goat leg, a bat wing, and a snake tail!” He exclaimed while tugging onto Twilight’s tail.

“Yeah, right. That's Discord.” Twilight replied with a smirk finding it a joke along with Rarity who smirked along with Fuli.

“Discord?” Fuli scoffed amusingly. “That would be a laugh if they did.”

“Why in the wide, wide world of Equestria would Princess Celestia bring along someone like that?” Rarity asked.

“M-m-maybe you should ask... her!” Spike told them just when they both arrive on separate chariots each pulled by four Pegasus guard ponies with a third chariot of four more guard ponies carrying the very statue of Discord himself appearing exactly in the same frightened and panicked pose when the Guard defeated him.

“Huh?” What?!” Fuli exclaimed upon seeing his petrified body while the others look on with widen eyes of shock. “I was kidding?”

When both Princess Celestia and King Simba both got off of their chariots, both Twilight and Kion were the first to approach them with the former being the first to question this more directed at the alicorn princess since it was pretty much her idea.

“With all due respect, Princess Celestia…” Twilight calmly began before shouting off the top of her lungs to the point she can be heard echoing across Ponyville. “How could you bring Discord here?!” She then cleared her throat to recompose herself and then politely added. “Your majesty.”

“Yeah, what is he doing here?” Kion asked rather puzzled that she would bring one of their most dangerous foes to date to them to which the white alicorn calmly took it in before explaining why.

“Yes, I know what you’re all thinking and I'm fully aware that the last time Discord was here, he created serious havoc.” She began to everyone.

“If by "serious havoc" you mean "turning Ponyville into the chaos capital of the world"...” Rainbow brought up.

“…and slamming me aside hard into the ground…” Fuli added.

“…and tricking us all into being the opposite of our true selves...” Rarity also added.

“…and tricking me into thinking I saw Scar and losing my self-confidence…” Kion included.

“And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight! Not a single dollop!” Pinkie further complained rather unnecessarily to which Kyoga and Fuli rolled their eyes in annoyance to that compliant.

“I know right!” Bunga agreed while still frowning at the frozen state of their enemy. "Why is he back?”

“Yes, I understand.” She calmly replied. “But I have use for Discord's magic if it can be reformed to serve good instead of evil. This is why I've brought Discord here, because I believe that you are the ponies who can help him do just that.”

“What?” Kion asked rather baffled by what she had just said.

“Reform Discord?” Fuli added rather incredulous.

“This will never work!” Spike exclaimed frantically. “This is a disaster! How will we ever control him?! We're doomed!”

“Need I remind you that you are the ponies who turned him back into stone like this in the first place?” Princess Celestia pointed out.

“Along with two lions who both have the Roar and magic that helped them out big time.” Simba added with a confident expression towards them.

“That’s true.” Kyoga accepted.

“Yeah.” Kion reluctantly acknowledged while Twilight after giving it much thought then sees this as an opportunity to utilize going forward.

“I suppose we can just use the Elements of Harmony against him again if it gets out of hand.” Twilight added in the same tone to the Leader of the Lion Guard who turned to his father for his say in the matter.

“And you agree with this, Dad?” The prince asked.

“Honestly I didn’t at first…” Simba calmly began to assure his son. “…but then after listening to her explanation, I decided it was worth giving a chance because if it works then it will mean one more powerful ally to have on our side for the next time Scar strikes again.”

“Well, yes, I get it but…why?” Kion again asked still flabbergasted with his approval of this.

“Aside from it being a necessity to protect both Equestria and the Pride Lands, it is also because I feel that Discord has the same desire deep down that Makuu wants when he came to the Savannah Summit. A second chance.” Simba explained to which Kion softened a bit upon remembering the young crocodile proving that he really is a changed croc after some maturing when they last saw him.

“Uh, w-w-we probably need a volunteer to run away from here right away to get them. I'll do it!” Spike volunteered so he can have an excuse to flee.

“No need, Spike.” Celestia stopped him with her still gentle voice while gesturing to two guards placing down the chest containing said elements. “I have them right here, and I've cast a spell so Discord can't take them and hide them again.“ She then looked around looking for the rest of the Guard still not here yet. “Now where is Fluttershy along with Beshte? I believe they may know best how to begin reforming Discord.”

“Fluttershy? Beshte? Really?” Rainbow asked why she thinks they are the best solution to this approach.

“Yes, because the Lion Guard’s Strongest is one the most kindest members of the Guard alongside Fluttershy.” Simba explained in response while looking around for them. “Who speaking of which along with Applejack and Ono aren’t here yet.”

“They’ll be here, Dad.” Kion assured. “Just as soon as they are done with their beaver problem back at the farm.”

“What kind of mishap is going on at the farm?” Bunga curiously asked.

“Well…” Kion began.

At Sweet Apple Acres, the mishap going on there is a beaver problem. Apparently, the beavers have set up a dam in the river there which is flooding their orchard. Both Fluttershy and Beshte have been asked to convince them to take it apart before the apple orchards get overwatered and move it somewhere else.

“What's he goin' on about now?” Applejack wanted to know what he is saying while standing in the overflowing stream of water ankle deep while Ono and Fluttershy hover above it.

“Anything good?” Ono also asked in a similar manner.

“Yes, Ono.” Beshte happily replied. ”Mr. Beaverton Beaverteeth has agreed to take his dam apart and move it.”

“Well, it's about time.” Appejack felt satisfied yet frustrated with that he is now finally cooperating. “My apple trees are so waterlogged, I can practically hear 'em gargle!”

“And I believe you.” Beshte replied managing to hear the gargling too.

The beaver then loudly complained to which Fluttershy translated.

“And what’s the catch.” Ono asked expecting he wants something in return.

“But he says first you'll both have to apologize for calling him "a nuisance".” Fluttershy explained to the farm pony and egret.

“What?!”

“Apologize?”

Both Ono and Applejack could not believe what he expects from them.

“He's lucky I didn't call him a varmint!” Applejack commented back.

“Or worse such as that you are a…” Ono added to which the rest of his words were muffled out by the beaver’s loud complaining mouth.

The two got nose to nose with each other along with Applejack until Fluttershy floated over and separated them while gasping at the beaver’s chattering along with Ono’s words that both Applejack and Beshte didn’t quite hear.

“Mr. Beaverton Beaverteeth! Ono! Such language!” She scolded them before turning to Applejack than the former will not settle for anything less.

“Fine, fine.” She relented deciding it was best that she does. “I apologize.”

“Me too.” Ono begrudgingly did so as well with the beaver blowing a raspberry at them to which he and Applejack both growl back at the smug critter while being held back by both Beshte and Fluttershy.

“Take it easy, Ono.” The Lion Guard’s strongest advised when the beaver pulls a twig that caused most of the logs holding up the dam to fall over allowing the water to properly flow through the river and give the trees much needed relief.

“Thanks, Fluttershy, Beshte. Don't know what I would've done without you.” Applejack said with a relieved sigh.

“Yeah, thanks.” Ono added

“Glad I could help.“ Fluttershy happily replied.

“Me too.” Beshte added just when Rainbow suddenly arrives.

“Hey, slackers! Double time it on over to Ponyville, would ya?! We're all waiting on you!” Rainbow impatiently said to them before doubling it back over to where the others are waiting for them.

Back where the others on the hill outside of Ponyville, Princess Celestia and King Simba both explained to Applejack, Fluttershy, Behste, and Ono with what they have told the rest of the guard. The princess has also told Fluttershy and Beshte that they are the ones that would know the best approach in reforming Discord.

“I realize that this is a tall order, but I wouldn't ask if I weren't confident you could get him to use magic obediently of his own free will.” The alicorn princess told them.

“Really?”

“And... you really think I'll know best how to do that?”

Both Beshte and Fluttershy returned with the latter more nervous than the former.

“Yes.” Simba nodded. “Because you two were the only ones that were able to beat Discord’s mind games. Therefore, you both have what it takes to reform him.”

“So do I.” Celestia warmly added while placing a hoof on the Pegasus’s chin with a matching smile to which had the girl looking aside with a blush before the princess made her way back to her carriage.

“Now, we must return to Canterlot for Equestria's royal summit. You may release Discord when ready.”

“Huh?” Kion was surprised seeing they are both quick to leave. “You’re not staying?”

“I wish we could but we feel that Discord might pull some rather mean pranks that I personally do not want to be around to give him that opportunity.” Simba explained. “Mostly because given Celestia’s history with him.”

“Makes sense, I guess.” Kion didn’t argue further since Equestria and the Pride Lands do needs it’s king and princess before letting them go.

“Good luck, my little ponies.” Celestia bid them farewell when her chariot takes off.

“Be safe.” Simba advised when his chariot takes off as well.

“I still can’t believe they actually think this will all work out in the end.” Ono still voices that this is a bad idea.

“I can’t believe we have to deal with him again.” Fuli added in agreement.

“Yes, yes, I know.” Kion acknowledged his friend’s complaints with his eyes tilted upwards not liking it either when Twilight leads her friends to the chest where the elements are held inside. “But it’s the princess and king’s orders and if they think we can do it. Then we can do it too.”

“Well said.” Kyoga nodded in approval.

“Okay, ponies, guess it's time to get started. Let's just hope this releasing spell works combined with your magic and the Roar.” Twilight told everyone while levitating the girl’s elements to them.

“Or... let's not.” Spike nervously suggested while hiding behind Twilight’s tail.

“We could but we won’t.” Twilight said to him to remind him this is what the king and princess want. “Worst case scenario we know how to turn him back to stone.” She added seriously before turning to the others. “We'd best keep our elements on at all times 'til further notice?”

“Check!” The rest of the Mane Six all said together in agreement when Twilight turns to Kion and Kyoga.

“You both ready?” She asked them.

“Ready!” They both said in unison as they both got in ready postion so they can do their part.

Twilight starts off by activating the magical aura on her horn. Once the magic from her horn is shining bright with powerful magic, the magic from the other elements were activated. The six ponies were all lifted into the air when the elemental magic from Twilight’s tiara creates a sparkling rainbow that passes through each other’s elements.

When the Mane Six’s rainbow was in full circle ready to undo the magic that turned Discord inot stone, both Kion and Kyoga locked eyes on the rainbow before the former unleashed the Roar and the latter unleashed her magic when the rainbow magic made its way over to the petrified body of Discord. The combined power of magic proved just as powerful as before and ended up cracking the stone and freeing Discord who released a powerful scream and groan.

“Oh! Ooh! Ooooh!” He moaned in pain while shaking his body around freely. “Well, it's about time somepony and some lions got me out of that prison block. What a relief!” He happily expressed feeling pleased that he is free once more wasting no time turning an innocent squirrel into a muscular wood eater with a snap of his fingers.

Everyone gasped at what Discord had done before Twilight demanded an answer for doing so not even a minute after being freed.

“What do you think you're doing?!”

“Why, stretching, of course.” Discord simply replied trying to act like he is doing nothing wrong. “When you're a creature of chaos, stone bodysuits aren't your typical go-to fashion choice.“ He added while repeating the process with a nearby bunny turning him muscular and buck-toothed who roared ferociously before hopping off.

“Hey!” Bunga exclaimed calling him out for that. “ What’s the idea turning that bunny into a monster?!”

“Make that bunny cute again! Now!” Pinkie demanded.

“Oh...” Discord replied with a snicker ignoring the two’s demands. “He's adorable the way he is.” He added while scratching under his chin. The bunny however did not agree before attempting to chomp his teeth onto his finger to which he quickly retracted before he could get bitten.

Discord crossed his arms in response and returned a raspberry at him before continuing to speak to the Guard shooting glares at him. “You know what else is adorable? You ponies truly believe that you can reform me, and that you're putting your faith in these two here to make it happen.” He said while inspecting the two closely with his magnifying glass before pinching their cheeks while wearing an elderly grandmother outfit and makeup. “Makes me wanna pinch your little horsey and hippo cheeks...”

“How'd you know about that?!” Kion demanded.

“Being turned to stone doesn't keep me from hearing every word Celestia and Simba says, Kion.” He replied while leaning towards the lion cub. “Although I admit it makes rolling my eyes a challenge.” He added while literally pulling out his eyes, rolling them across the ground like dice and then magically appeared with his eyes back on his face.

“I warning you, Discord.” Kion growled threateningly. “Unless you want me to use the Roar on you, you’ll return those animals back the way they were, now!”

“Oh…” Discord mockingly returned. “The Roar. I’m so scared.” He laughed at the thought before waggling a finger at him to warn him against doing so. “Just be careful now. You wouldn’t want to risk becoming like your grand uncle Scar now don’t you?“

“I am not like Scar.” Kion gritted his teeth trying to restrain himself from letting his anger get the better of him.

“Aren’t you?” Discord returned unconvinced before smirking and turning to the scarred unicorn. “Your best friend sure seems to be following in his paw prints.” He snapped his fingers to have Twilight appear sporting a small goatee beard along with a slicked back black mane, green eyes, and reddish-orange colored coat of fur just like the evil lion himself. “Honestly, I think you should be wary of her if you ask me.”

Kion could only growl at him constantly trying to push his buttons and get him all riled up while Twilight still looks on unamused with his antics before ripping the Scar costume off and tossing it aside like a throw rug.

“And I think unless you wanted to be turned back to stone, I suggest you zap all those animals back the way they were, pronto!” Twilight sternly warned him.

“Oh, you wouldn't dare turn me back to stone and risk disappointing your precious princess.” Discord retorted unconvinced they would do that to him.

“Try us, "Dip-cord"!” Rainbow retorted they will if it comes to that.

“And we’ll see who’s disappointing both the king and princess.” Fuli seriously added to back that up.

“Especially if you got no respect for the Circle of Life and friendship.” Beshte seriously added when Fluttershy gets up into the Lord of Chao’s face.

“You think you can treat poor defenseless animals like that and get away with it?!” She exclaimed while glaring at him who looks on amused finding it rather cute when she tries to get angry.

“You go, Fluttershy!”

“Tell him!”

Both Rainbow and Fuli cheered for her.

“You'd best watch your step, buster, or I'll give you... the Stare!” She threatened while getting up in his face.

“The Stare? Oh no, please, not that! Anything but your disapproving eyeballs!” Discord suddenly felt scared for his life before laughing it off which led to Fluttershy unleashing her Stare on him. “Oh no! No no no, stop! No, no! I can't! Stop! I can't take it anymore! I'll do whatever you say! Because... “ He further pleaded until he burst out into laughter revealing that he is immune to it. “You're hilarious!”

“If it turns out we need to use our elements against you, I'm sure we can convince Princess Celestia and King Simba it was for a good reason!” Twilight firmly warned him.

“That’s right!” Kion said in agreement which had Discord groaning while realizing they’re right.

“Mmm... I suppose that's correct.” Discord relented while returning everything back to normal with a snap of his fingers but secretly snapped his fingers behind his back to turn a group of beavers eyes red with his tail to which Ono spotted with his keen sight. “Oopsie!” He whispered to the frowning egret before speaking to everyone else. “Well, it looks like I know where I'll be crashing while I'm being "reformed"...” He said while motioning his fingers while saying that last word with a tone of falsetto before placing an arm around Beshte’s back and nuzzling Fluttershy while ruffling her mane. “With you, Fluttershy and Beshte.”

“Oh, dear.” Fluttershy said to herself already feeling what she is for along with Beshte.

“No kidding.” He likewise returned with slight worry while the others could only imagine what he can do to them as well.

With that said, Fluttershy lead Discord back to her cottage under the watchful eye of the Guard. There Fluttershy starts rearranging her home to accommodate her new guest.

“He may be horrible, but that doesn't mean we have to act the same way. We should at least try to be hospitable.” She told everyone before turning to pet Angel and asked. “You don't mind giving up your favorite spot on the couch, do you, Angel Bunny?”

Angel did mind considering he quickly moved to futility try to get Discord who is currently sitting there off of the couch before releasing an angry squeak of protest before turning away

“Oh, I'm sorry about Angel. Are you alright?” Fluttershy apologized on his behalf before asking.

“Oh, yes. Thank you, Fluttershy, for your concern.” Discord happily replied. “If only your pony and Lion Guard friends could be as considerate...”

“Maybe if you had given us a good reason to trust you maybe we would consider it.” Ono grudgingly responded.

“Yeah, don't listen to him, Fluttershy!” Bunga added while speaking up. “He's just trying to drive a wedge between us like he always does.”

“Now why in the world would I ever try to do a thing like that?” Discord asked with faux innocence to which had Rainbow join Bunga in getting face to face with him.

“So we can't unite and use the Elements of Harmony against you, that's why!” Rainbow answered with glaring eyes while hovering right in front of him

“I never thought of that...” Discord spoke still pretending to act innocent.

“You big liar!” Rainbow retorted not fooled by the attempted charade.

“We weren’t born yesterday. And if we were we’d be wearing diapers.” Bunga added to which Discord mischievously took the opportunity to have diapers magically appear on both Rainbow Dash and Bunga along with baby bibs and pacifers on their heads and mouths. “Hey!”

The two quickly removed the diapers and baby accessories before rejoining their friends.

“Now, look who's a liar. Anyone can plainly see that I'm not big at all.” Discord remarked by shrinking in size to which Angel saw this as an opportunity to get back on her favorite couch. But of course, Discord was quick to re-size himself to immediately boot him off the couch. But he ended up accidentally knocking over the lamp on the table side. “Oops.” He apologized before putting back together with another snap of his fingers. Or more accurately, fixed it to his liking which was him with the lamp cover being worn as a skirt while holding the actual light bulb. “There, all better.” He said very pleased with his magic-craft while tail-slapping Angel off of the couch again.

“I can't watch...” Applejack remarked while burying her hat in her face in shame before turning to walk away.

“Me neither.” Ono groaned in disgust before following after her along with the others.

“We'll be outside.” Rainbow added while glaring at Discord along with Bunga still peeved at his childish trick on them leaving Beshte, Twilight, Kion, and Kyoga the only ones who hadn’t left yet.

“You sure you're okay with this?” Kion asked Fluttershy to make sure she’ll be fine along with Beshte.

“I know it's not gonna be easy, but Princess Celestia's counting on me.” She acknowledged and reassured him. “And... I think I actually know what to do.”

“You do?” Twilight asked liking what she is hearing while Beshte notices that Angel is still angrily protesting Discord taking over the couch before moving to take action to calm him down.

“Now come on Angel.” He kindly urged him to try to let it go. “It’s only for a day.”

“I think the key is to befriend him. Being kind to him and letting him be my house guest is probably the best way to do that.” Fluttershy further explained to the three.

“And you really think that'll work?” Kion asked once more.

“I think it's worth a try.” Fluttershy confidently answered.

“And you’ll be okay with that too, Beshte?” He asked of him who had just got Fluttershy’s pet bunny to calm down.

“I’m pretty sure we’ll manage, even though I’m not really comfortable having to deal with him either.” Beshte honestly replied.

“Okay, then we will trust you both to take it from here.” Kion reluctantly accepted their decision before turning to leave.

“But if you need us, all you need to do is whisper "help", and we'll be back here with our elements along with Kion’s Roar and Kyoga’s magic.” Twilight advised before catching Discord tormenting Angel by holding him upside down. “So watch that goat-legged step of yours, pal!”

Discord quickly stopped what he was doing before donning an eloquent outfit along with chairs for them to sit on with both sporting cups of tea in their paws. “Wh-what?! Look at me! I'm practically reformed already.”

“Just stay out of trouble if you know what’s good for you.” Kyoga sternly said to him before leaving along with both leaders of the Guard while Fluttershy closes the door after them.

When they met up with the others outside, they discussed their thoughts on the matter.

“She's really alright with him staying there?” Rarity asked Twilight.

“That's what she said.” Twilight replied.

“And Beshte is okay with being around him?” Fuli asked Kion.

“Yes, even though he doesn’t like it.” Kion answered. “And neither do I.”

“Can’t blame you.” Fuli agreed.

“Personally, I think we should come up with a backup plan, in case this whole "befriending" business doesn't work out.” Rainbow spoke up.

“Rainbow Dash is right.” Rarity supported her suggestion. “This is Discord we are talking about, girls. It wouldn't be a bad idea to have another trick up our sleeves.”

“And I think I know just the trick.” Twilight then thought of an idea while feeling confident about going forward with this.

Back inside the cottage, Discord is still lounging on the couch eating something from a bowl using a fork while Fluttershy and Beshte make their way back to the living room.

“So far so good.” The hippo said to the Pegasus.

“Yep.” She nodded. “Let’s just hope we can keep it going.” She added before walking inside the living room to check up on Discord. “Discord?” Fluttershy looked where she thought he was before finding him right where they left him. “Oh, there you are. Listen, Discord, I just want to make sure you know that if there's anything I can do to uh, umm…” She and Beshte suddenly see that Discord is eating paper.

“Are you eating... paper?” Beshte asked.

“Am I?” Discord pretended to act surprised once more. “Huh, how odd of me.”

“Okay...” Beshte could only say not even going to bother to comment even further on that.

“Well, um...” Fluttershy paused before saying what she was going to say. “We’re just heading out, so you just make yourself at home while we’re gone.”

“Really?” Discord asked feeling surprised by what he had just processed.

“Yes.” Beshte nodded. “We’re just going to check up on her friends and let them know that everything’s going good so far.”

“Really?” Discord asked once more feeling pleased until Beshte gave him a serious look.

“But don’t get too comfortable to it, because we’ll be back and we will know if you’ve been causing trouble around here.”

“Oh, of course.” Discord acknowledged expecting that response in return. “How silly of me.” He giggled before the two head out of the cottage. “Buh-bye, have a nice time! Everything is fine here. Bye bye... Bye bye...” He waved after them while carrying a cup of hot cocoa and wearing a sleeping robe.

Once he was certain they were both gone, he dropped the smile after shutting the door after him before turning to Angel with a malicious grin. “You like carrots, Angel?” He asked him while pulling a carrot out of his ear before slapping him with it. “I'm playing your owner for a fool!” He laughed with his face appearing on the carrot looking down towards the confused bunny. “How d'ya like them carrots?“

Angel screamed before running away with the carrot transforming back into Discord’s tooth sticking out to which he puts back into place.

“All according to plan.” He said to himself while twiddling his fingers before evilly chuckling to himself.

At the Golden Oaks Library, Twilight along with Kion and Spike are looking around for all books containing a specific spell that Twilight can use later on should the befriending plan fail but to their surprise the search is not going well. “That's weird.” She commented upon coming up empty-hooved. “The spell I had in mind isn't in here. Spike, Kion, where are the other books I asked you to pull?

“Right here, Twilight.” Spike presented all of the requested books in his arms with Kion gently and carefully bringing them over one at a time until Twilight used her magic to levitate them all at once. “I really want to have a reforming spell up and running pronto.”

Kion then had a personal question in regards to her approach. “Are you sure?” He asked with a conflicted glance. “Because it sounds like you’d be doing exactly what Discord would do if you were in his hoof steps or paw prints?”

“Sometimes you have do things you don’t like in order to get what you want.” Twilight simply said not even denying of how amoral it is while continuing her search for the spell she was looking for.

“But what if he makes the Elements of Harmony disappear like he did last time?” Spike brought up. “Or tries to strip Kion of the Roar or Kyoga of her magic?”

“Not going to happen.” Twilight asserted. “Discord can’t lay a claw on Kyoga and Kion’s Roar can only be stripped if he used it for evil. Besides, Princess Celestia cast a spell protecting them, remember?” She continued looking through the books before uttering something when a thought occurred to her. “Uh-oh.”

“What's wrong?” Spike asked.

“Princess Celestia didn't cast a spell protecting our books!” Twilight explained before flipping the pages of one to show one of the pages ripped right out of it. “Everywhere I thought I'd find the reforming spell…”

“Is gone!” Kion finished. “Then that’ means…”

Said culprit is just finishing off the last page of paper by wiping his mouth with it like a napkin before tossing it into his mouth while having the cottage rotating around and around up in the air.

“Are you sure this isn't overdoing it?” He asked while lounging on the couch with Fluttershy the only one to be able to stay eye to eye with him because she can fly while Beshte is finding himself rolling around the house like a hamster on a wheel. “You said to make myself at home while you were gone, but I wouldn't want to overstep my bounds.”

“Whoa! Discord! Fluttershy!” Beshte cried unable to stop himself from rolling around to which Discord snickered at the sight.

“What’s wrong?” Discord asked. “I thought you like rolling around.”

Fluttershy didn’t find it funny seeing it was a mean joke targeted at the hippo’s expense. “...I did say that, so... if this makes you more comfortable... by all means, please feel free.” She didn’t mind too much but added. “But at least have Beshte not tumble around like that.”

“Oh, of course.” Discord complied while snapping his fingers so that Beshte is able to control himself while floating alongside the other two. “Sorry.” He said to the hippo before turning back to Fluttershy with his claws and paws on her shoulders. “You're so very kind, my dear Fluttershy. I always knew that you were the understanding one, not like those nasty friends of yours.”

“My friends aren't nasty!” Fluttershy responded with an offended gasp while pushing him away. “They’re the best friends a pony could ask for so watch that mouth of yours.“

“Yeah!” Beshte exclaimed taking offense to Discord’s comment too. “I’m being just as hospitable as you and I have never said one bad thing about you.”

“Well, of course you'd say that.” Discord returned somewhat insincerely. “It just goes to show how understanding you two truly are. You know, I think Princess Celestia is right when she singled you two out as the ones who could reform me. You're both off to such a good start, I'm seriously considering actually being reformed.”

While Discord was talking to the two Guard members, Discord had another head appear on the back of his head so he could blow a raspberry at Angel’s direction since he was the only one unable to stay afloat with a bowling ball crashing into him.

“Fluttershy! Beshte! Can you hear me?” Twilight’s voice called out to them.

“Are you both okay?” Kion’s voice also called out to them.

“Goodness! I hear Twilight!” Fluttershy recognized.

“And Kion!” Beshte added before Fluttershy grabbed onto him and Angel so they can safely float down to the ground. It wasn’t easy due to Beshte being a hippo since she really had to maintain a good grip around his waist to ensure a safe descent, but it was doable.

“Fluttershy, Beshte, what's going on? Are you both okay?!” Kion asked hoping for something good to come out of it.

“We're fine.” Fluttershy positively answered. “Everything's going great. Isn't it, Angel?”

Angel didn’t really respond due to being dizzy from all of that spinning around before hopping off away.

“Really?” Kion asked Beshte not convinced.

“Believe it or not, he so far has been on his best behavior.” Beshte honestly replied while looking up at the spinning cottage before turning back to the others “So what brings you here?”

“We've come to get you away from Discord!” Kion answered with a tone of urgency. “He's just terrible and, from the looks of it, completely out of control!“

Twilight however had an expression of disagreement. “From the looks of it, he hasn’t done anything other than rotating Fluttershy’s cottage around in the sky.”

“Huh?” Kion returned rather dubious by that statement.

“Oh, but you're wrong!” Fluttershy insisted otherwise. “We're making great progress!”

“Seriously?!” Kion and Spike questioned like she is crazy.

“We’re earning his trust by giving him a little space to be himself.” Fluttershy further explained.

“Hate to break it to ya, but he used that "space to be himself" to tear out all the reforming spells from the library!” Spike brought up while holding up one of the books with said page torn out of it.

“That does explain the paper eating...” Fluttershy now understood what kind of paper he was eating earlier.

“He ate them?!” Twilight exclaimed in disbelief. “Ugggghhhh!” She then groaned and rubbed her head in frustration with the fact that she had a bunch of books ruined because of him. “Now I got to get new books.”

“But we aren't gonna need a spell.” Fluttershy assured her. “He's already really considering being reformed! He said so.”

“And you believe him?” Twilight asked if that’s something she could believe.

“Of course.” She nodded. “If I'm going to be his friend, I have to start by giving him the benefit of the doubt!” She then thought of an idea to prove it. “Tell you what. You both bring all of the others from the Guard over for a dinner party this evening, and I'll bet his manners will have really improved by then. I'll even get him to put the cottage back on the ground first.” She happily added before flying back up inside.

Kion and Spike then turn to Beshte if he has something else he can share than would help them feel more comfortable that Discord is someone they can handle having dinner with.

“If you ask me that sounds doable.” Beshte honestly said. “So far he hasn’t really done anything really evil.”

“At least not yet.” Spike grumbled.

“Come on, Spike.” The Lion Guard’s strongest tried to encourage him to think otherwise. “Remember how Makuu was given a chance before?”

“Yes, and he actually pulled through and proved himself.” Spike answered begrudgingly.

“But Discord is different. He’s unpredictable and has done worse than Makuu.” Kion protested. “There’s no way of knowing if he’s just playing her and waiting for the right moment to betray her.”

“Only one way to find out.” Twilight spoke up to point out before turning back to leave. “We better go on over and get the others on over here for dinner.”

“Alright.” Kion sighed reluctantly. “Dinner it is.”

Both Twilight and Kion would then gather everyone back on over to the cottage for tonight’s special dinner with Discord. And unsurprisingly, many members of the Guard have reservations about all of this.

“Ugh, I can't believe we're having a dinner party with Discord!” Rainbow complained.

“Me neither.” Ono agreed.

“This evening is sure to be a disaster.” Rarity also spoke up while wearing a purple dress. “Glad I didn't bother wearing my fanciest outfit.”

Kyoga rolled her eyes at the fashionista. “Glad that’s the only thing you got to complain about that.” She muttered under her breath before Twilight explains to everyone what Fluttershy and Beshte have told them.

“Look, I know none of you like this but Fluttershy thinks this is the way to reform Discord and asked us to give it a chance. And I think we should give it to her.”

“I don’t know.” Bunga voiced in slight disagreement. “His kind of fun sounds a little chaotic for me.”

“Well, hopefully Discord can be on his best behavior tonight.” Was all Kion could say about it when Discord opens the door to greet them.

He was wearing a black tuxedo with a matching tie and mustache, white shirt and matching gloves, and a red vest when he opened the door. “Oh, our Pony and Lion Guard guests!” He said in an upper class voice before rolling out a red carpet from his tongue. “We're so delighted that you've come.” He added with a bow to them before teleporting back over to inside the house. “Please, do come in.”

Everyone all came inside with Twilight leading the way before finding Fluttershy in the main dining room polished up with fancy plates, silverware, and pillows on a table fit for fifteen guests.

“See what a beautiful job he did helping?” Fluttershy told the crew pleased with what she is seeing. “Discord set the entire table himself. I'm so proud.”

“May I take your...” Discord offered while clearing his throat and gestured to the girl’s necklaces along with Twilight’s tiara. “…hats, ladies?”

“No, thanks. That wouldn’t be necessary.” Twilight politely declined the offer with a smile before turning to the girls with a whisper. “Hang on to your elements, girls. It's gonna be a bumpy night.”

Soon dinner is served with everyone spread across the table with Fluttershy and Twilight sitting next to Discord.

“So far so good.” Twilight thought to herself having no discomfort sitting next to the Lord of Chaos when Fluttershy speaks up.

“As you all know, Princess Celestia hoped we'd help Discord use his magic for good instead of evil.” She told everyone before turning to Pinkie and Bunga digging into their mashed potatoes. “Pinkie Pie, Bunga, would you both care for some gravy?”

“You bet!”

“Sure!”

They both happily accepted.

“Allow me.” Discord offered before using his magic to have the gravy boat come to life. It moved like a dog and licked both Pinkie and Bunga before pouring gravy on their mashed potatoes and they both couldn’t help but gush over the thing like a puppy dog begging for attention with the former even petting it like a dog.

“Aww, how cute!”

“Oh, what a cute little gravy boat you are! Yes you are! Yes you are!”

“That's one creepy little gravy boat if you ask me.” Rainbow commented finding it very disturbing.

“Oh, come on now, Dashie. You're not even giving this a chance.” Fluttershy scolded just when the gravy boat moves on over to Rainbow Dash and Fuli.

It poured gravy onto the former’s leg and nearly landed on her crotch before she flew up in the air and dodged the bullet with the latter quickly sprinting to the other side of the room before any gravy could spill on her.

“Hey! That's hot!”

“Watch it!”

They both remarked.

“Whoops! I'm so sorry!” Discord quickly apologized when Fuli makes her way back to her seat while still keeping a watchful eye on the gravy boat.

“He did that on purpose!” Rainbow immediately accused with a pointing hoof.

“Oh, well, I don't know about that.” Discord trying to act like it was an accident although Fluttershy and Beshte were both giving him the stern look for that. “Mistakes happen. Oh, look, everypony, dancing candles!” He added when the candles start dancing at the center of the table to which Spike found the sight very entertaining at least until Rainbow quickly blows them all out still not buying it.

“I'm not falling for that! Discord's just trying to distract us from–“ She complained before finding herself constantly poked by the candles. “Hey! Knock it off! I suppose that's another "mistake"?”

“No, I think you just made them mad.” Discord answered with the egret flying up from his seat which a skeptical look at the candles surrounding Rainbow.

“There's something fishy going on.” Ono suspiciously brought up to which Discord has the ceramic fish tea pot squirt tea into his face to knock him backwards along with Spike.

“Discord?” Beshte asked of him for the meaning of this.

“Well, it's hardly my fault if the soup tureen finds the term "something fishy" to be offensive.” Discord said in his defense which did little to convince him and Fluttershy that he is innocent.

“Come now, look what you’re doing to our friends.” Beshte pointed to the tea pot moving to squirt Rarity.

“Not the dress! Not the dress!” She desperately cried to no avail.

The tureen then turned to do the same to Applejack and Kion only for both to block the attempt with a hoof and paw.

“That tureen's only doin' what you're makin' it do!” Applejack said while continuing to block off the pot’s efforts to spray her and Kion.

“And it’s not funny either.” Kion added while keeping the tureen at bay.

“Now let's not jump to any conclusions.” Fluttershy tried to insist to everyone.

“Fluttershy!” Rainbow responded while finally getting the candles to back off. “Can't you see what he's doing? He's playing innocent with you so you'll never agree to use the Elements of Harmony against him!” She is then suddenly greeted with soup being sprayed in her face by the tureen.

“Oh, well, that's a bit harsh, isn't it?” Discord commented while pretending to be hurt by that accusation when Rainbow places a container over the tureen to get it to stop.

“You see what I'm saying, right, Fluttershy? Fluttershy!” Rainbow turned to her for to see that Discord is pretending to be reformed.

“You know what I see? I see that Discord's far from perfect, but I also see none of you giving him a chance!” Fluttershy responded to which had the Guard minus Twilight and Kyoga complaining in protest.

“Beshte?” Ono asked upon seeing the hippo’s expression that agrees with Fluttershy.

“Sorry Ono, but I haven’t really seen anything out of the ordinary or do anything evil.” Beshte firmly yet gently answered to which had Rainbow and Ono demanding answers. "Even if he is messing around with us, we still really shouldn't be too hard on him."

“What's gotten into you?!”

“Why do you keep cutting him so much slack?”

They both asked of them.

“Because that's what friends do.” Fluttershy firmly answered while placing her arms around Discord.

“We're friends?” Discord asked taken aback by that response like it’s the first time anyone has ever said that to him.

“Why, of course!” She warmly confirmed. “I can't remember my house ever being this lively before you came along.”

“Oh... Well, I've... never really had a friend before.” Discord returned not sure what else to say.

“Well, now you do! Two friends I might add.” Beshte added with a friendly smile to which had the others speechless with Ono dropping his jaw in shock by this statement with Kyoga closing his mouth without even turning to him. “And trust me when we tell you that.”

Just when everyone but Twilight and Kyoga are still processing what has just happened, Angel came busting inside through the window with urgent news to tell them.

“Now is not a good time, Angel. We're having a dinner party.” Fluttershy gently said to him while he stills tries to tell everyone what’s going on.

“Hold up! I-I think he's tryin' to tell us somethin'!” Applejack pointed out when he pours water on his head while holding up an apple before plopping it into the jug of juice.

Kion being quick to translate Angel’s demonstrations figured out what he is saying to them. “Flooding at Sweet Apple Acres.”

Angel nodded before he mimicked a beaver to which Ono immediately understand what’s going on. “Beavers are behind this.”

“And we all know who's behind that now, don't we?!” Rainbow added with a glare directed at Discord.

“I should have known.” Bunga scowled.

“Who, me?” Discord responded still acting innocent to which isn’t fooling anyone not even Fluttershy and Beshte.

“Oh, give it a rest!” Rainbow raised a hoof at him before flying out of the house with the others minus Twilight, Kyoga, Fluttershy, and Beshte following suit. “What do you think of your "friend" now, Fluttershy?”

Discord turned to the others with a shrug to which was only meant with sighs and slight shakes of their heads before they moved to join their friends heading on over to the farm.

“Let’s just get going.” Twilight said to the others before leading the way on out the door.

As soon as they all left, Discord looks on pleased hearing that the beavers he secretly transformed are doing their part and playing right into his claws and hooves.

At Sweet Apple Acres, chaos ensued with all of the flooding going on there with the entire orchard transformed into a island with trees buried halfway deep in water due to the dams the beavers have constructed. Luckily for Applejack, the rest of his family was unharmed and are all floating in wooden baskets while salvaging the apples that fell into the over floating river.

“I've never seen the floodin' this bad! They've built dams 'round here before, but never like this!” Applejack commented in horror at the sight before turning to Ono who returned from a quick flyover the drowning orchards. “What's goin' on, Ono?“

“The apple orchards are flooded with overflowing water but the rest of your family is okay.” He reported while Fluttershy tries to talk to the beavers currently building another dam to get them to stop to no avail with strong chattering mouths in response to her kind and gentle request.

“Such language!” Fluttershy gasped before flying back over where the others are standing and watching the scene unfold. “It's no use. They won't listen to a word I say!“

“You see Discord's behind all this, right?” Rainbow asked while flying over to her.

“Oh, of course I do!” She replied which caught the others minus Twilight, Beshte and Kyoga off-guard. “Do you all think I'm a silly, gullible fool?”

They all were left at a loss for words of how to respond to that before Fluttershy moved forward with her approach in dealing with Discord.

“I've just been trying to gain his friendship any way I can, so he'd come to trust and listen to me! And Beshte is trying to do the same as well.” She explained to everyone which left them with nothing else to say when Discord calls out to them.

“Hey there, Fluttershy, Beshte, do either of you want a turn? The water's great!” He greeted the two kindest members of the Guard with a wave while waters skiing across the over-flowing body of water with two magically powered tureens’s pulling him at a fast speed.

“Time to see if it worked.” Fluttershy said hoping for the best. “Ready, Beshte?”

“Ready.” Beshte nodded adopting the same serious expression along with the Pegasus.

“Fluttershy, Beshte, oh there you both are. A sight for sore eyes.” Discord greeted upon landing on dry land.

“As you can see, there's a big mess down here at Sweet Apple Acres.“ Fluttershy seriously directed his attention to the chaos at the farm and apple orchards.

“Oh, yes. Awful business, that. Mm.” Discord responded like it’s none of his concern while drying himself clean.

“It is awful.” Beshte stated while chastising him. “This is Applejack's home, and it's being destroyed by innocent creatures who would never be acting this way if it weren't for your reckless behavior. You need to fix this.”

Discord took a moment to think about before responding with his answer. “Oh, yes, very well, I will fix it. I only ask one thing in return.”

“Yes?” Both Fluttershy and Beshte asked.

“I ask that you never use your Element of Harmony against me. As a sign of our friendship.” Discord replied while pointing a finger at Fluttershy’s necklace.

Fluttershy thought for a moment while turning her head towards the Guard along with Spike with everyone sans Twilight and Kyoga shaking their heads against saying yes. She turned back to Discord clasping his claws together feeling confident that he has set up his winning move on the girl.

Staying true to herself then gave her reply when she took of her necklace. “I will never use my Element of Harmony against you.” She promised while tossing it aside into Spike’s claws.

“Fluttershy?!” Kion quietly voiced his disbelief while Twilight continues quietly watching to see where this is going.

“Excellent!” Discord said pleased feeling that he has won before snapping his fingers to fix the mess…

…But instead turns the flooding farm into an ice rink with Discord already donning a pair of ice skates to skate across the ice. “There, much better! I do prefer ice skating to water skiing! Don't you?”

While he skates, three Discord duplicates cheer for him while giving him three perfect ten’s for his performance.

“Discord!” Fluttershy furiously addressed him before making her way onto the ice to confront him for that. “That's not fixing it! Why, I oughta...”

But because ice is slippery, she finds herself sliding across instead of stopping right in front of Discord.

“Where are you going? What's wrong, pal?” Discord asked before skating over to the angrily glaring Pegasus trying to keep her balance on the ice with Beshte following after them while slowing walking across the ice to keep his balance.

“Don't call me your pal!” Fluttershy refused to accept that since he did the opposite of what she asked of him.

“And that’s not how pal’s treat each other.” Beshte angrily called him out for his double-cross before finding himself breaking through the ice because of his weight. “Whoa!” Luckily, he’s okay but stuck half-sunk into the freezing cold water.

“Oh, pfft.” Discord scoffed before having a pair of ice skates magically appear in his hands. “Come skating with me, and we'll let bygones be bygones.”

Spike seeing this quickly skated over to offer Fluttershy her necklace back. “Here you go, Fluttershy! Game on!”

“He fixes this or he goes back to being stone!” Kion issued the ultimatum. “Princess Celestia and my dad will understand!”

“Yeah, come on!” Bunga yelled out to her. “Put back on so we can blast that guy right back to where he came from!”

There was a long suspenseful pause when Fluttershy was faced with two very tough choices, but she still stayed true to her word while refusing to put back on her necklace and taking the ice skates instead. “I made a promise not to use my element against him, and I'm going to keep it.”

Everyone sans Twilight and Kyoga could not believe what they were hearing and seeing from Fluttershy. Rarity looked like she was going to faint, Applejack buried her hat in shame, Ono dropped his jaws once more with Kyoga closing them again, and Bunga feel face first into the snow.

“Hahah! You see?” Discord triumphantly taunted the group. “She wants to have fun with me because we're friends. She can't use the elements against me because we're friends. I'm free forever!”

Fluttershy’s eyes furrowed in fury before tossing the ice skates away. “Not. Your. Friend! And! Neither! Is He!” She growled before turning to try to free Beshte who is starting to sink into the freezing cold water under the ice not that it mattered to Discord now that he ensured that the elements can’t be used against him.

“Who cares? I can do whatever I want, whenever I want. I'm Discord, the master of chaos!” Discord asserted his victory. “You think you can boss Discord around? You think I'm just going to turn all this back because you say so? Because if I don't, I'll lose the only two friends I ever had?” But then he paused when those last words suddenly registered in his head. Sure he managed to secure his freedom but at the cost of the friendship he had gained and came to value. “Oh. Oh. Well played, Fluttershy. Well played.” He said with tears in his eyes before skating on over to lift Beshte out of the hole along with Fluttershy just when they were about to fall into the water that would have had caused them to suffer hypothermia.

He paid no attention to the surprised looks of the two before skating over to sit on the top of an apple tree to sadly lament of what he has done while returning order to Sweet Apple Acres.

“Hapana!” Ono exclaimed.

“I don’t believe it.” Kion voiced in astonishment.

“Me neither.” Bunga added in the same tone.

“Both Fluttershy and Beshte actually did it.” Fuli whispered before she and the others made their way over to congratulate them for their success with a group hug.

Discord then suddenly reappears beside the group after regaining the courage to face them.

“Thanks.” Beshte said to the now humbled spirit.

“Think nothing of it.” Discord simply said not expecting anything in return. “I like it better my way, but... I guess when you're friends, you can't always have things exactly your way all the time, eh?”

“Well like my dad used to say, you don’t know what you’re throwing away until it’s gone.” Beshte happily replied to which Discord chuckled getting the saying.

“And that sure is something that I just nearly did for a second. And for that I’m sorry.” He added to the two. “Especially you Fluttershy.”

Fluttershy returned a forgiving smile in his direction while Twilight and Kyoga both look on pleased to see the results with the former looking on seeing that it was exactly what she and the princess wanted.

Sometime later in the day, Spike along with the Lion and Pony Guard gathered together with Princess Celestia and King Simba to report their success in reforming Discord.

“So…” Simba inquired of him.

“Yes your majesties, I'm ready to use my magic for good instead of evil. He vowed with a bow before adding under his breath. “Most of the time.”

“Very good.” Simba returned very pleased with his response.

“Congratulations on your success, ponies, Lion Guard.” Celestia warmly commended them. “I definitely sense a big change in Discord.” She then whispered to Twilight secretive with a sense of distrust in Discord. “I'll leave the Elements of Harmony with you, Twilight. Just in case.”

Twilight nodded in response before speaking up. “You were right when you said Fluttershy and Beshte would be the ones to find the way to reform Discord. By treating Discord as a friend, they got him to realize that friendship was actually important to him. And something that, once he had, he didn't want to lose.”

“Go on.”

“Say it...”

The Lion Guard’s Strongest and Pony Guard’s Kindest members encouraged.

“Alright.” Discord groaned before saying it rather quickly. “Friendship is magic.”

“See? He can be a real sweetheart once you get to know him.” Fluttershy said with a smile in his direction with most of the Guard including the king and princess all returning awkward grins and glances with each other with the term she had used to describe him.

“Kind of a stretch there if you ask me.” Fuli commented with a chuckle.

“Oh well….” Discord casually responded while literally stretching his body to which had him appear all the way across town while doing so. “…It is the long truth.”

Everyone could only shake their heads finding it rather funny and admittedly amusing with some members even laughing finding it funny…

…. All while being seen by Scar’s watchful eyes from the palm of his magic. He liked what he saw transpire while holding up copies of the books with the reformation spells in his other paw. To which he secretly managed to obtain while everyone was busy discussing the plan to have Discord freed from his petrified state and reformed.

He then locked eyes with both Twilight and Princess Celestia when the latter presents the case for the former to store the elements in her home. When the rest of the Mane Six take off their necklaces upon seeing they don’t need them anymore for the rest of the day, Scar evilly smiles very pleased that the elements are now under Twilight’s care. Exactly what he was wanting out of all of this, with confidence that he can arrange on how to deal with Discord in the future. And it won’t be long until that happens…

Author's Note

In this episode, we have the return of the Arc Villian from "Return of Harmony." Discord who is being given the chance to be reformed so that his magic can be used for good instead of evil with the hopes he'll aid them against dealing with the threat of Scar.

Since Beshte is one of the kindest members of the Guard it seemed fitting that he'd help Fluttershy out in seeking out Discord's reformation, and he does it by following Fluttershy's example in being as nice as possible like he does to most Pride Landers he comes across on a daily basis even when Discord is having fun at his expense.

And true to form, showing nothing but kindness up until the point where Discord plays out his cards ends paying off since the Lord of Chaos came to realize how much he valued friendship and performs a Heel-Face Turn as a result.

With Discord reformed, all seems to be looking up for them...

...although even with all things considered, Scar is still prepared for the possibility of that outcome, and is still content with what happened because for him everything went exactly as planned.

Next up is "Just for Sidekicks." where the Cutie Mark Crusaders and the Lion Guard fan club get together for a pet babysitting episode filled with wacky hijinks and a crazy adventure along the way while the Lion and Pony Guard are out of town.

Episode 18: Just for Sidekicks

Episode 18:

Just for Sidekicks

At the Golden Oaks Library, Spike is currently mixing up ingredients together in the kitchen. He is currently preparing to make a jewel cake with cake batter and jewels he had been saving for months. Jewels that are so valuable to him that Twilight had to keep out of his reach before he eats them all because last time her had some jewels he wound up eating them all before he could bake them in the last cake he baked.

“Spike is great...making a jewel cake...for a cake that is divine...” Spike sang to himself before mixing up his ingredients together. “Ah, ha, everything is all mixed together. Now for the gems.” Just then he hears a knock on the door. “I wonder who’s knocking on our doorstep this early?” He wondered before moving to answer the door.

It’s the mail pony with something for Twilight. “Here’s your mail.”

“Of course, thanks.” Spike accepted the presented mail before shutting the door. But then he realized… “Oops!” He quickly opened the door and presented a blue sapphire gem as a tip for him. “Here you go.”

He then gently closed the door before sorting out the unicorn’s mail. “Let’s see here, bill, bill, jury duty for me, letter from Princess Celestia, and oh….” He eyed the letter containing the crystal heart on the envelope. “…and one from the Crystal Empire.”

That meant only one thing, Twilight’s sister-in-law Princess Cadance has written to her and from the looks of it, it sounds like she wants to see her. And that’s exactly what she written to her for. A letter to invite her and her friends to visit to the Crystal Empire to help greet the inspector who decides the Equestrian Games to be hosted by the Crystal Empire.

Needless to say, Twilight was quite pleased she could barely hold her excitement in when she read Cadance’s letter to her. “This is great! Do you know what this will mean?”

“The Crystal Empire getting to host the games along you getting to see Princess Cadance again?” Spike returned already knowing the answer to which Twilight nodded in response. “That’s great! I gotta get my jewel cake baked so I can eat it before we go!” He rushed off to get his cake in the oven but then realized as soon as he put it in the oven… “But wait!” He quickly said to Twilight. “That’ll leave Owlowiscous alone.”

“Good point…” Twilight acknowledged before trying to think of someone who can do it in short notice. She scratched her chin in deep thought before thinking of an answer to that “…I think I might know the perfect group of friends for the job.” She thought of...

…at the same time the Cutie Mark Crusaders are all wearing goggles and helmets standing on top of the tallest tree in Sweet Apple Acres. While their young Pride Lander friends watch from down below the ground.

“Ready, girls.” Scootaloo asked the other Crusaders who both nodded. “Then let’s do this. Operation get our cutie marks in skydiving!”

“Yeah!” They all cheered together before they all leaped down from the tree with their large blankets used as parachutes. “Whoa!” They suddenly shouted when they started to plummet down harder then they expected and ended up crashing through the tree branches down towards the ground.

“Ooh.” Kambuni winced along with the others. “That’s gotta hurt.”

“Eeyup.” Shauku didn’t even deny how painful that looked. “And it ain’t pretty.”

“Nope.” Gumba agreed while shaking his head.

“Are you girls all okay?” Mtoto asked them.

“Yep.”

“Super duper.”

“Never mind.”

They all answered slightly dazed before falling backwards still feeling knocked out from the crash landing.

The next morning, the Cutie Mark Crusaders along with the Lion Guard fan club gathered at the library where the Lion and Pony Guard are with their luggage in tow ready to head out on their trip to the Crystal Empire. The Mane Six all have their pets all present and accounted for just outside so the young ones will know what they need to do to take care of them while they are away. And needless to say for the three fillies if it means another opportunity for them to earn their cutie marks they’ll take it.

Fluttershy was the first to express her delight at the kid’s for their generous offer before presenting her basket of belongings that’ll last Angel for the time they are away with a not too pleased Angel riding on her back. “Oh, thank you, thank you! So while I'm gone, you'll take care of Angel, and tomorrow is Tuesday, which is his tail-fluffing day, and it's really important for him to look good. So be sure you get plenty on his tail, or it won't get as poofy as he likes it.” She asked of the foals and kids.”

“Okay.” Apple Bloom nodded with the other girls when Rainbow hands her care of her pet turtle over to the kids.

“We’ll try, Fluttershy.” Mtoto vowed.

“As long as you remember that Tank's got a strict flying regimen, and-and someone needs to make sure that he doesn't slack off while I'm gone we’re all good. You got that Scootaloo?”

“Absolutely!” Scootaloo confidently replied just when Tank winds up crashing into a shelf of books accidentally.

Rainbow quickly tended to him while helping him on his feet to which is likewise greeted with an affectionate lick on the cheeks to which both Rarity and Gumba both awed and snickered at the sight.

“You know...” Rainbow continued while blushing. “…the two of us are very diligent.”

“Of course.” Scootaloo replied. “I haven’t forgotten about all of the fun times you’ve had with him.”

“Good.” Rainbow said satisfied with her little sister figure’s response before Rarity takes her turn and had quite a long list of caretaking instructions in regards to her pet.

“Yes, yes, more importantly, as for Opal, she likes to eat every thirty six and a half minutes, you groom her with her silken brush, head to toe...”

During this Spike quickly took notes for her little sister out of love and a show of good will for the filly.

“...Oh, and don't forget to pooch her pillow out in the middle, that's where she likes it. And the temperature in the room should always be exactly eighty one point four degrees. That's the only way she can get to sleep.”

“Okay, got it.” Sweetie Belle replied feeling much more relieved that Spike was able to jot it all down for her.

“Oh, good, so thanks for your help and good luck to you.” She finished with Pinkie Pie next to hand over her pet.

With Pinkie Pie there really wasn’t much to be said about Gummy’s needs other than making sure he is Pinkie-like happy. And with Applejack all her pet dog really needs is her daily exercise along with time to be able to play with her caretakers to which she doesn’t find a problem since Apple Bloom knows her very well.

“Looks like you got a regular pet day care in here, Spike. You'll still be able to get some good play time with Winona like you said though, won't ya? She tends to get a little wild if she doesn't get her exercise.” Applejack reminded her little sister.

“Of course, big sister.” Apple Bloom happily responded.

Needless to say, Kion was quite surprised to see the gathering when he arrived. “Okay everyone, are we all ready to go…Whoa! I don't remember seeing pets on the invite list.”

“That's 'cause we're leavin' them here with the Cutie Mark Crusaders and their friends.” The orange earth pony explained. “They're gonna do a little critter-sittin' for us.”

“Oh, really?” Fuli returned wondering how well this is going to end upon seeing that they are all actually going to try to tackle this huge responsibility on their own.

At that moment the train from the Friendship Express blew its whistle from the train station, signaling to the Guard that their ride is here.

“Come on everyone, or we're gonna miss the train.” Kion told everyone who all before Winona came over to say goodbye to Applejack.

“One more for the road?” The dog’s master asked before affectionately rubbing her tubby when she was flat on her back and waggling her tail. “Oh, you little puppy-wuppy, come on here!”

Pinkie then said her goodbyes to Gumby. “No, no no no. I love you more. No, I love you more!” She shouted the second part assertively before returning to her cheerful manner. “I love you more!!!”

When nobody was looking, Rainbow secretly gave Tank a noise kiss goodbye for a split second to avoided being spotted and teased while Fuli did the same with the white kitty. Neither of the Guard’s Fastest glanced at each other nor said a word before quickly making their way out of the door.

“Oh, I promise it'll be okay.” Fluttershy assured her unhappy bunny friend still looking away with crossed arms. “I'll fluff your tail twice next week.” Angel’s ears lowered in refusal. “Three times?” Angel’s ears perked up before turning back to nod to which Fluttershy gave him a little head scratch and hug to show that the former does appreciate Fluttershy’s love and care for him.

“Oh, I know. It's a chilly eighty one point two in here.” Rarity said to her pet cat while placing a warm blanket around her. “Sweetie Belle, take care of this, would you please?”

“You got it!” She quickly moved to do what her big sister asked of her.

“Now are you all absolutely sure you can do this?” Twilight asked the kids once more to remind them of how much of a big job this is.

“Of course.” Mtoto confidently replied. “Wouldn't have agreed to it if we couldn't.”

“Piece of cake.” Shauku spoke up before suddenly seeing the jewel cake Spike had made. “Speaking of cake, I got a little something I need to attend to.”

“Yeah, like keeping an eye on a house full of critters.” Spike sternly reminded him before he could even touch his cake. “Not my cake.”

Spike quickly rushed over and snatched his cake away and out of the house deciding he’s going to have to take it on the go.

“It’ll be all right, Twilight.” Kwato again insisted kindly. “If we can handle ourselves against a group of hyenas then we can help the Cutie Mark Crusaders handle a group of pets.”

“Exactly!” Gumba agreed before adding. “I mean, how hard can it be?”

“Depends on who you ask.” Twilight cautiously answered before turning to join the others who all started headed out. “But since you all are really sure then I guess we’ll all head out.”

“Good-bye.” The Cutie Mark Crusaders called to their big sisters before they all returned hugs before heading out.

“See you later, kid.”

“Try to stay out of trouble now you hear.”

“Take good care of Opal, darling.”

Once the Lion and Pony Guard have left, the kids were now alone to take care of the pets they were entrusted with.

But as soon as the kids turned their attention back to them, they see that their troubles have already started and they all need to take action to put a stop to an already bad start since Twilight would not be pleased to see the damage they have already done to her library.

Opal was scratching the curtains, Winona was chasing a teasing Angel around, Gummy was pulling out random books, and Tank was aimlessly flying around and sent Owlowiscious flying across the room nearly hitting the kitten trying her hardest to stay out of the crossfires of the chaos.

Thinking quick, Apple Bloom used her right hoof to whistle at them to get them to stop and pay attention to her. “Alright, everyone, front and center!“

Winona was quick to obey her command with the rest of the others rounding them all up. Scootaloo quickly brought Tank to earth, Mtoto quickly snatched up Gummy from tearing up Twilight’s books, Sweetie Belle pulled Opal away before Spike’s bed, and Kambuni was able to bring Owlowiscious down to earth with them. The sweet kitten was the only pet not doing anything but cowering under the tables from the sight of chaos inside.

“One, two, three, four, five...” Kwato counted each and every one of them only to see there is one missing.

“Argh, who's missing?” Gumba spoke up.

“But who?” Shauku wondered before they all spotted the smirking bunny just outside of the doorway before running off in a dash. “Angel.“

“Of course.” Gumba grumbled. “One minute we are trusted to handle a group of pets and then the next minute we now having a missing rabbit.”

“It’s okay.” Kwato was quick to ease her friend’s frustrations. “We just got to get him back.”

“But what about the rest of the pets?” Kambuni brought up. “He are we going to take care of them and watch over them at the same time?”

“We split up.” Apple Bloom stated taking charge of the situation. “We’ll take Angel. The rest of you watch over the rest of them. Bring them over to the clubhouse and we’ll meet there. Got it?”

“Got it!” Everyone stated together before the trio of ponies set out together.

“Cutie Mark Crusaders! Operation get our cutie marks in pet sitting is a go!” Apple Bloom declared before they all shouted their team chant and set out together.

“Angel!”

“Angel!”

“Angel!”

“Well…” Shauku spoke up before turning back to the mess the critters have left in the library. “…guess we leash them up and start cleaning.”

“Probably for the best unless we want to upset Twilight.” Gumba agreed with a sigh.

“Now come on now.” Kambuni encouraged them with a cheerful attitude. “Remember what Pinkie Pie would do if we were the Pony Guard?”

“Right!” Kwato understood while trying to mimic her. “Now let’s all get moving and cleaning because we are about to have ourselves a party!” Confetti suddenly burst from nearby.

“What the…?” Gumba questioned before seeing Angel suddenly appearing with Pinkie’s party cannon.

“How did he...?” Shauku added when he suddenly runs off when the Cutie Mark Crusaders come running by trying to catch him.

“Angel!”

“Come on!”

“Get back here!”

The trio of fillies shouted after him.

“I don’t know.” Mtoto shook his head in reply before thinking of an idea. “But I think I just thought of an idea of how they get Angel to corporate with them.

“What are you thinking?” Kambuni asked. “Like saying party!”

Angel suddenly sent confetti right at while snickering at her before quickly running off to avoid being caught.

“Ooh!” Kwato smiled upon realizing. “I get it. Party!”

Another confetti blast is blown right at her courtesy of the mischievous bunny.

“Party time right here!” Gumba goaded the bunny towards him who immediately took the bait and shot more confetti at him.

“Party time!” Shauku shouted with confetti sent his way.

“Party time!” Mtoto shouted while he and the others all circle around them allowing the Cutie Mark Crusaders to nab him when he was busy laughing his furry butt off having fun with the confetti cannon.

His happy-trigger phased him out enough times that he wasn’t even aware nor cared of why he was running in the first time. But he didn’t care because he actually loved the attention the Cutie Mark Crusaders gave him. And that gave the others time to clean up the damage the Mane Six’s pets have caused inside the library.

“Awww, little fluffy Angel Bunny-kins!” Sweetie Belle cooed while the pleased bunny rapidly thumps his foot in place just when the others get finished cleaning up the Golden Oaks Library. “You're so cute! The natural weaves in his fluff are to die for!”

“I know!” Kambuni sweetly added not realizing that she is giving a bunny that’s been giving the majority of the group quite some trouble in just the first few hours alone with them some extra attention. “Isn't Angel just the cutest thing you've ever seen?!”

None of the pets were pleased with the bunny’s attitude especially when he blew a taunting raspberry in their direction.

“At least the tree-house is now cleaned up.” Gumba sighed in relief.

“Yep.” Mtoto agreed with tired eyes. “All of the books Gubby tore apart along with the curtains Opal tore apart have been sewn back together thanks to Sweetie Belle.”

“Who would have thought that learning from your big sister could come in handy someday?” Sweetie shrugged with an equally tired sweat on her forehead.

“As handy as having helping hooves in doing all of those chores.” Apple Bloom responded while rubbing her sore hooves.

“Taking care of pets sure ain’t easy.” Shauku commented after tossing aside the cleaning towel he used.

“No kidding.” Kwato agreed.

“How're we gonna take good care of them without treats for when they're good?” Apple Bloom then wondered with both Sweetie Belle and Scootaloo adding on what they’ll need.

“And we'll need beds for when they're tired!”

“And toys! They need toys!”

“But wait!” Sweetie Belle cried when a thought occurred. “How are we going to pay for all that?”

“Not a problem.” Apple Bloom answered while producing a green gem she had hidden in her big pink bow.

“How did you…?” Mtoto asked before seeing his mischievous friends Gumba and Shauku grinning at him.

“Apple Bloom told us where Applejack keeps some of her gems.” The mongoose answered.

“Figured she won’t mind if we borrow one of them.” The young baboon added.

“Even without asking?” Kwato asked feeling unsure that was wise.

“Relax. It’s just one gem.” Apple Bloom assured them. “She wouldn’t miss it.”

“And I’m sure my big sister would agree with me there.” Sweetie backed Apple Bloom up here.

“All right.” Scootaloo cheered before rushing off ahead with her fellow Crusaders following after her. “Let’s do this!”

In a short amount of time the Cutie Mark Crusaders have received all of the necessary supplies the one gemstone they were provided and in a short time they all made back to the tree-house ready to put their grooming skills to the test in another bid to earn their cutie marks. In an effort to surprise the Lion and Pony Guard fan group they asked them to wait outside while they all work their magic on them.

“But pink feathers would look so good with your eyes!” Sweetie Belle commented from inside.

But then Scootaloo shouted. “Has anyone seen Tank's head? Where's his head?!”

Mtoto quickly called out while knocking on the window from outside. “What’s going on? What happened to the turtle?”

“Nothing! Everything’s fine! False alarm!” Sweetie Belle quickly assured.

“We just forgot he could do that.” Scootaloo added with an embarrassed giggle before allowing the others inside to see their attempts and needless to say their efforts were quite mortifying to say the least.

Literally, their attempts to try their hoof in grooming were quite chaotic enough for Discord’s taste. Tank had paint splatters all over his shell, Opal was shredding claw marks on the wall, Gummy made bite marks on the tub with Angel evasively hopping away from his efforts to bite him, and Owlowiscious had gum all over his fur coat. It was so shocking no one had any words to say at the moment.

“Yeah, so, pretty sure critter-sittin' cutie marks are out.” Apple Bloom commented in defeat.

“And our critter-grooming cutie marks probably aren't going to appear anytime soon either.” Sweetie Belle added.

“No worries.” Kwato spoke up still smiling even seeing the mess created in front of them. “We’ll just help you clean up.”

“…again.” Kambuni added with a forced smile with a pained sigh threatening to come out of her mouth.

So that meant giving every single one of the dirty pets another bath and replacing the curtains Opal tore apart (again) and placing them under the giant fan they managed to purchase. Something that Winona really loved being under it enjoying the cool breeze it produced.

Even so, the two parties promised the Guard that they would take care of them and do what they usually love doing. Walking them across Ponyville while doing the Guard a little favor like they are on patrol in town is no problem but something didn’t feel quite right to them. Like there is something they really need to get them to remember their petting sitting as a day they’ll never forget.

And before any of them could think of any ideas of how to go on about that while on patrol, they heard the conductor shout “All aboard!” that’s when an idea sprung in their minds specifically the Cutie Mark Crusaders when Angel eagerly smiled at the idea in their heads.

“You thinking what I’m thinking.” Scootaloo asked the bunny who nodded in response.

“Thinking about what?” Mtoto asked not picking up what they are proposing.

“A train ride!” Shauku immediately exclaimed upon seeing the train ahead of them with passengers boarding it.

“That sounds exciting!” Gumba immediately agreed.

“Now hold on a second…” Mtoto spoke up trying to warn the excited eyed companions. “…we aren’t supposed to leave Ponyville.”

“Did the Lion and Pony Guard say we have to stay here?” The baboon pressingly asked the young elephant.

“No.” He admitted with his trunk tucked in. “But still…”

“Relax!” Shauku interrupted to assure him. “We’re just going to ride around a little and be back here before the Lion and Pony Guard come back.”

“Exactly!” Scootaloo chimed in. “Heck there could be a once in a lifetime adventure waiting for us on that train.”

No sooner than she said that, the conductor made one last call with a destination that perked the filly’s interest. “All aboard for the Crystal Empire!”

“Crystal Empire?!” The girls asked in unison with sparkled eyed excitement along with the rest of the fan club.

“I've always wanted to see the Crystal Empire!” Kwato suddenly expressed her sudden interest.

“Me too!” Scootaloo added.

“I wish I were dressed for it, but still...” Sweetie Belle added with an excited squeal before exclaiming once more. “THE CRYSTAL EMPIRE!”

“We're not really going?!” Mtoto asked everyone while trying to remind them of how much trouble they could get in. “That’s where the Lion and Pony Guard are!”

“That’s right!” Kambuni suddenly voiced. “I don’t think we should go!”

But Angel never one to miss out on an opportunity for adventure immediately jumped the gun and immediately hopped onto the caboose of the train just when the trains started departing from its station. He blew a raspberry directed at Mtoto before leaping through the window of the last cart on the train.

“Next stop, the Crystal Empire!” The conductor announced before being the last pony to board the train before it departs from the station.

“Aw, why do have to do this to us?!” Kwato exclaimed in an exasperated tone after gaining a conscious.

“I don’t understand why Fluttershy named him Angel?” Kambuni brought up.

“Don’t know, don’t care!” Shauku stated before taking off after him along with Gumba. “We’re going after him!”

“Come on!” Gumba agreed before joining his mongoose friend in running towards the caboose.

“Till the Pride Lands and Equestria’s end…” Mtoto began while leading everyone after them.

“Lion Guard and Cutie Mark Crusaders defend!” The others finished before they all pursed the train starting to leave it’s station.

With quick thinking, they were all able to run on over to the train station and hopped onto the caboose of the train before it could get up to full speed while having to help those over the railing in order to get on the train. The fillies, mongoose, baboon, and ostrich were all able to grab on and pull themselves over no problem. But Mtoto and Kwato both needed some help pulling their weight to which the Cutie Mark Crusaders were all able to work together to pull them over.

Now that they got everyone on board, they all have to ride the train out all the way to the Crystal Empire and back. Mtoto wasn’t very pleased of having to be dragged into this but will let it slide as long as they get Angel and everyone back to Ponyville before anyone knows they were gone.

But on the bright side everyone and all of the pets are all enjoying the ride so far and they found Angel relaxing in one of beds. He wasn’t even bothering to make a further effort to escape from them because he got what he wanted out of that. A trip to the Crystal Empire and back for a little excitement.

“You know…” Kwato was the first to speak up when their train ride reached the Crystal Empire borders. “…this is actually pretty fun!”

“Of course it is!” Gumba quickly responded while playfully jabbing her shoulder. “Nothing like a little sight-seeing with the Pony Guard’s pets.”

Shauku quick to prove his point then said. “We just arrive at the train station. Do a little sightseeing. Then we pop back on the train back home and no one will ever know we were there. Not even the Lion and Pony Guard.”

The Cutie Mark Crusaders just as excited as the others definitely were filled with enthusiasm in wanting to know what the Crystal Empire is like.

“So it seems like the Crystal Empire would be really cold, but I've heard that it's not! It's as warm as can be!” Apple Bloom first spoke of her thoughts.

“Do you think the walls are crystal?” Scootaloo asked before gasping when she had another thought occurring. “Maybe even see-through! Can you imagine see-through walls?”

“Well it’s named the Crystal Empire for a reason.” Kambuni inputted. “Surely it’s gotta be.”

“No doubt about that.” Kwato agreed.

“Oh this is going to be so great!” Gumba voiced his excitement once more.

Unfortunately for them, the Mane Six’s pets even the cute kitten have caught interest when Pony Joe who happens to be catering on their ride happens to be riding by with a cart of doughnuts to which they all got hungry at the sight of the sweets. And while they were all busy conversing with one and another, they all bolted from the room and pursued that cart of treats.

“Oh no.” Sweetie Belle quietly voiced seeing the trouble they are getting themselves into again when they charge into the cart and ended devouring all of the pastries and left the poor chef covered in icing.

“Oh, sweet sour dough.” Gumba remarked with a face palm before quickly charging over there along with Shauku and rushing all of the pets away from Pony Joe before he can see and piece together what happened.

The two quickly darted their pet companions back inside their cart with Pony Joe storming around the hallway wondering who and where the culprits went. He didn’t see the kids nor the fillies or the pets when he looked around the rooms to see if said culprits darted in there before moving forward back to the front of the cart.

“Wow!” The mongoose commented upon barely escaping punishment. “That was a close one.”

“No kidding!” The baboon didn’t hesitate to comment there.

“What were you thinking?!” Mtoto exclaimed to the pets feeling very baffled with the stunt that nearly got them in trouble. “Risking our train ride back home for a snack?!”

The pets all responded with apologetic looks before slurping the remaining bits of food they snagged from the dessert cart while smiling in satisfaction. While they were sorry for what they did, they still felt it was worth it.

“Apparently, they were thinking it was worth it.” Kwato remarked their exact thoughts just when their ride pulls up to the Crystal Empire station.

“Oh! We’re here!” The ostrich quickly exclaimed upon seeing their ride has arrived at the station.

“So beautiful!” Scootaloo remarked with a wide open happy smile liking the place already. To her, it was like what she had always dreamed about seeing.

“I could stay here all day!” Kambuni shouted with glee while flapping her wings.

“Well, enjoy it while you can because we only have a five minute window until we're headed back to Ponyville!” Mtoto warned everyone.

“Of course!” The mongoose and baboon stated in tone of understanding along with the fillies who were quick to rush out the door.

“Besides there is no way, no how, we're comin' all the way to the Crystal Empire without lookin' around!” Apple Bloom said before leading the other Crusaders out of the train along with the Mane Six’s pets while the others watched from the windows.

“Uh-oh!” Mtoto spoke up with wide eyes and raised ears upon seeing a troubling sight.

“What’s wrong?” Kwato asked upon sensing his sudden worried tone of voice.

“Look!” Mtoto directed the zebra’s attention to the group of friends preparing to board the train with their saddle bags in tow.

Just luck would have it, this time not in their favor, since the Lion and Pony Guard have all just finished up their business there and are ready to head back home.

“The Lion and Pony Guard!” Kambuni stated in alarm upon seeing them before they all quickly lowered their heads out of sight before they can be spotted.

“They see us we’re dead!” Shauku commented while feeling the heat already.

“If they catch us we’ll wish we were.” Gumba corrected. “And they’re headed this way.”

“Quick follow them!” Mtoto ordered of the two before quickly sneaking his way up to the nearby white chest-shaped suitcase to follow after them.

The Cutie Mark Crusaders didn’t get too far as promised. They only made their way to the nearby souevnier stand where the trio of fillies are all admiring the displayed snow globes featuring the Crystal Castle.

“Whoa, just whoa.” Scootaloo remarked while the other fillies giggled.

“Ah! I'm in crystal heaven!” Sweetie said in excitement while trotting her front hooves in place.

“Shh!” Mtoto quickly hushed them with the mongoose and baboon quickly moving and ushering them to take cover.

“Lion and Pony Guard at 1:00!” Shauku alerted.

“Or maybe more like 1:05.” Gumba commented.

“Roger that!” Mtoto quickly said before they all ducked for cover before they can be spotted. “Let’s get back inside!” He quickly whispered to the girls before they used the nearby suitcases for cover to get back unspotted.

“All aboard!” The conductor at the train station

“Phew!

“We made it!”

Both the mongoose and baboon said while wiping the sweat of their foreheads before they all retreated back to their hiding place and caught a glimpse of the Lion and Pony Guard all taking their seats in an empty train cart nearby the kid’s hiding spot.

“Mission accomplished!” Mtoto quietly whispered to everyone in a tone of satisfaction having succeeded in managing a little mini-visit all without getting caught.

During the train ride back to Ponyville, the pets all happily embrace their caretakers as thanks for this little trip and everything they have done through their efforts in taking care of them. Something that the kids all smiled appreciatively in return.

“I can't wait to scratch the belly on Winona. Oh, I miss her.” Applejack expressed upon being the first pony to set her hooves back in Ponyville.

“I can't wait to see Owlowiscious!” Twilight added.

“I can’t wait to go home and get some rest!” Bunga added before falling face first onto the platform. “What a day!”

While the Lion and Pony Guard were all just getting off of the train, the kids and the pets all quickly snuck out the way they all got on the train before making their presence known to them.

“Lion and Pony Guard! Hey!” Mtoto eagerly greeted the group.

“Hey Mtoto!” Beshte kindly greeted likewise whole everyone else moves to do the same. “What are you all doing here?”

“We are all just having such a great time together that we couldn’t wait to tell you all about how much fun we had together!” Kambuni explained just when Sweetie Belle quickly greets her older sister.

“And hear all about the Crystal Empire, and find out if you brought us one of the crystal snow globes that they sell at the train station!” She hopefully asked much to her confusion.

“How did you know about the snow globes?” Rarity inquired to which froze the kids in their tracks with what the filly had just said.

“Um... lucky guess?” She quickly answered to her slightly skeptical older sister along with the egret.

“Really….?” Ono spoke unconvinced feeling they somehow snuck a quick ride over here.

“Of course!” Kambuni quickly backed the filly up. “It’s a well-known souvenir that many gifts shops around here have.”

“What did you think we somehow snuck a little mini-trip here and back without your knowledge.” Kwato rhetorically asked the group.

“While that sounds likely but not so very considering you know wouldn’t do something like that.” Kion answered while feeling a little beat up whether that they would actually do it.

“Of course!” Shauku quickly spoke to avoid arising suspicion. “Like we would even think of actually doing that.”

“Well in any case…” Twilight then spoke while smiling at the children while everyone all reunites with their pet companions. “I've gotta hand it to you all. You did a really good job of taking care of the animals.”

Fluttershy upon reuniting with her pet bunny really liked what she was seeing on his fluffy tail. “Oh, Angel looks perfect! You all did such a good job fluffing his tail.”

“Aww! Thanks!” Kambuni responded while slightly blushing at the endearing compliment.

“Yeah, well... we're like this now.” Gumba said proudly with his fingers crossed to which earned him a hoot from Owlowiscious knowing full well of what the truth really was. “You know who.” He quickly said to him before being gently and playfully swatted on the back of head in a friendly joking manner to let him that their secret will remain just between them.

Twilight couldn’t help but smile at this friendly gesture upon seeing that the Lion Guard fan club along with the Cutie Mark Crusaders have all managed to spend some quality time with their pets before turning to head back home with both Spike and Owlowiscous.

“Oh, jewel-crusted pastries!” Spike suddenly exclaimed before quickly rushing over to the train station and returning with the jewel cake he made earlier. “Phew! Good thing I remembered you my delicate treat you!” He then flung the cake up into the air and then plopped it all down his stomach into one bit and gulp.

His now inflated stomach growled before he released a huge powerful burp that released a large green flame that nearly burned the feathers off of Ono.

"Whoa! Hey!"

“Oops.” Spike chuckled slightly embarrassed at the frowning egret before saddling himself on his back while patting his full tummy. “Worth it!”

Author's Note

In this episode, the Cutie Mark Crusaders and the Guard fan club have joined together for a little babysitting adventure by watching over the Mane Six's pets while they are away at the Crystal Empire.

For starters, Spike is not the main character here because personally, I never really understood and liked the way he was excluded from the trip especially considering he saved every pony there in the season opener.

Moving forward, I chose the kids for this episode because it seem more fitting for the kids to get into some crazy adventures whether it's for a mission or another attempt to gain cutie marks and knowing what their true passion is.

And babysitting for first timers, goes as one would expect, especially since Angel is known to be a mischievous fellow when Fluttershy is not around. And it sure took them a wild ride around town, cleaning up a trashed library, and a little quick out and back adventure to the Crystal Empire while avoiding detection from the train conductor and latter the Lion and Pony Guard just about heading their way back.

But since all of the pets had a great experience along with having managed to avoid getting spotted, it was a definitely an experience the kids and pets alike will never forget.

Next up is "Game Ponies Play." where we get to see what the Lion and Pony Guard with Spike included have been doing while this was happening.

Episode 19: Game Ponies Play

Episode 19:

Game Ponies Play

“Now are you all absolutely sure you can do this?” Twilight asked the kids once more to remind them of how much of a big job this is before heading out on her trip to the Crystal Empire with the rest of the Guard.

“Of course.” Mtoto confidently replied. “Wouldn't have agreed to it if we couldn't.”

“Piece of cake.” Shauku spoke up before suddenly seeing the jewel cake Spike had made. “Speaking of cake, I got a little something I need to attend to.”

“Yeah, like keeping an eye on a house full of critters.” Spike sternly reminded him before he could even touch his cake. “Not my cake.”

Spike quickly rushed over and snatched his cake away and out of the house deciding he’s going to have to take it on the go.

“It’ll be all right, Twilight.” Kwato again insisted kindly. “If we can handle ourselves against a group of hyenas then we can help the Cutie Mark Crusaders handle a group of pets.”

“Exactly!” Gumba agreed before adding. “I mean, how hard can it be?”

“Depends on who you ask.” Twilight cautiously answered before turning to join the others who all started headed out. “But since you all are really sure then I guess we’ll all head out.”

“Good-bye.” The Cutie Mark Crusaders called to their big sisters before they all returned hugs before heading out.

“See you later, kid.”

“Try to stay out of trouble now you hear.”

“Take good care of Opal, darling.”

“Hurry up, Twilight! We can't miss our train!” Rainbow called out to her who quickly ran her way over to catch up with them at the train station.

“Tickets.” The conductor called for ponies seeking to get onboard before letting them go forward.

While the Guard waits their turn to get on their ride, the Lion and Pony Guard along with Spike all express their excitement for this upcoming trip.

“Oh, this is gonna be a real treat.” Applejack began. “Princess Cadance said she'd never seen the Crystal Ponies so excited.”

"Are you kidding?" Spike remarked feeling excited already. "They haven't been this excited ever since King Sombra was defeated."

“Duh!” Rainbow inputted it should be no brainer while flying around in the air. “Of course they're excited. They're up for the Equestria Games. It's only the biggest sporting event in all of Equestria.”

“And bigger since should all go well and should it be decided that the Pride Landers will be allowed to attend and maybe even compete.” Kion added seeing this is a very important day for them to do well on.

“I know.” Fuli couldn’t agree more. “It would very nice to actually be able to bring home some gold medals for being the Fastest in these running events they have.”

“How about we first focus on ensuring the games are secured at the Crystal Empire before we decide on who’s competing.” Kion suggested with a chuckle knowing Fuli very well.

“Of course. How silly of me.” Fuli giggled somewhat sarcastically.

Recalling a time where the Equestria Games didn’t go to a place had Rainbow slump on one of the nearby rooftops.

“Didn't Cloudsdale host the Equestria Games one year?” Rarity asked.

“No.” She bitterly answered. “Cloudsdale should have hosted the games one year. I'll never forget when we got the bad news.”

She recalled the memory when she was a filly expecting the good news holding up the small pennant with Cloudsdale’s flag on it with the Pegasus pony delivering the news on a podium looking over every eager and anticipating pony down below.

“The Equestria Games go to... the city of Fillydelphia.” She announced much to the poor filly’s sadden horror.

“NOOOOOOOOOOO!” She screamed.

“Any idea how that happened?” Kyoga asked.

“No idea.” Rainbow glumly answered. “Only rumors have it that whoever was welcoming the inspector didn’t go well due to a mixup.”

“Interesting.” Kyoga had nothing else to say. “One wonders how that happened.”

Rainbow could only shrug before continuing the importance of this visit. “These Crystal Ponies lost a thousand years to an evil king's curse. They've had enough bad news. No way we're letting them experience the pain of losing out on these games.”

“Exactly.” Twilight spoke up in agreement seeing that Rainbow’s got the right idea. “Princess Cadance is counting on us to do our part to convince the Games Inspector to choose the Crystal Empire. And we are not gonna let her down. Are we?”

“NOOOOOOOOOOO!” Pinkie and Bunga both dramatically screamed on their knees which earned them confused looks from their friends.

“What?”

“We were just answering Twilight's question.”

They both innocently defended to which the unicorn rolled her eyes in annoyance with their antics.

“Tickets.” The conductor called for the final time.

“We better get on board.” Twilight quickly ushered everyone to the train so they can have their tickets checked before departing for the Crystal Empire.

On the way towards the Crystal Empire, the Lion and Pony Guard each take turns performing the welcome routine along with the accompanying cheer.

“Four, three, two, one!”

“The Crystal Empire, that's the one!”

The two teams both traded the chant once more from their seats.

“Okay, everypony, great job!” Pinkie cheered from her megaphone. “Sounds like we're ready.”

“We sure are.” Beshte happily agreed while everyone cheers.

Twilight on the other hoof wasn’t very convinced deep down but let it slide since they have performed it enough times it’s hard to forget and because they were just about ready to arrive at the Crystal Empire.

When their train arrived, everyone immediately got off and headed straight towards where Princess Cadance would be meeting them. During which Pinkie and Bunga both quickly bought a dozen cinnamon rolls so they can snack on the way over.

Along the way, they also saw the many happy crystal ponies sprucing the empire up from rooftops to the crystal ground. Everypony there was ensuring that everything is spotless for the biggest day of their lives.

“Wow! The Crystal Empire looks crystallier than ever!” Pinkie commented.

“I know.” Spike couldn’t agree more upon setting foot in the place he is well known for being a hero in. “It feels so great to be back here.”

“Ooh!” Bunga gazed on his reflection on the crystal floors. “Shiny!”

“They must have everypony in the Empire out sprucing it up!” Applejack added.

“Right down to every inch of the place.” Ono said while examining the cleaning job the crystal ponies have done. “And they have done a very remarkable job in getting every spot on every inch of the Empire.”

“This must be why we were asked to handle the welcome committee routine.” Twilight figured while they walk by the ponies shining up the Crystal Heart.

“And it's probably also because we'll be awesome at it.” Rainbow stated feeling they’ll have no problem pulling this off.

“Princess Cadance was right. These ponies do look pretty darn excited.” The leader of Lion Guard remarked upon seeing all of the happy faces around them.

“And it’s sure would mean a lot to them if we can get the Equestrian Games secured here.” Kyoga added with Twilight motioning to everyone to pick up the pace before leading them to a spa building where Cadance requested them to meet her there.

“We're here.” Twilight told everyone before spotting the pony she is very happy to see once more. “Cadance!”

“Twilight! There’s the girl I’ve been looking forward to see.” The pink alicorn with the three-color mane happily greeted before the two raced towards each other and performed their signature greeting.

“Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!“

While the two sisters-in-law happily greet each other, Rarity, Beshte, and Ono, take a very great interest at the sights of the crystal spa. From massages, mane cleaning, and manicures, it was everything the Ponyville Spa couldn’t possibly even dream of having.

“I sure could use one of those.” Ono commented on one of the ponies currently getting a massage.

“Oh, my. This is spectacular.” Rarity expressed her amazement. “Please, everypony, stand back! I need air!”

“You sure you don’t need help breathing.” Ono sarcastically quipped to which he and Beshte chuckled behind her back.

“This is a very nice place here, Princess Cadance.” The Lion Guard’s Strongest complimented.

“Thanks.” Cadance returned while wrapping a hoof around Rarity. “Go ahead and try whatever you like. It's all complimentary for the welcome committee.”

“Ooh-hoo-hoo-hoo!” Rarity giggled before spotting a pool of a green substance with one of the ponies emerging from it with a shiny sparkling coat of fur. “And what is this over here.”

“That over there is a crystal mud bath, which relaxes your body and rejuvenates your coat.” The alicorn princess explained.

“Really?” Ono inquired. “Odd?”

“I don’t know?” Spike shrugged to the egret. “Only one who knows the logic would understand that.”

Cadance still smiled still this is the first time they have been introduced to this kind of mud both before explaining. “And I can assure you both that there is not much to it other than it gives you a special relaxing feeling. Now, I realize it can be kind of strange to climb into mud, but if you'll just give it a chance, I'm sure–“

“Woo-hoo!”

“Cannonball!”

Both Pinkie and Bunga shouted before leaping into the mud bath.

“Pinkie!”

“Bunga!”

Both Twilight and Kion scolded when they both plopped into the pool.

“Ahh, so relaxing!”

“Totally!”

“Pinkie Pie! Bunga! Honestly!” Twilight chided them.

“Aw, come on, Twilight.” Bunga encouraged her to lighten up. “Don’t be such a Scarface.”

Twilight did not like hearing that insult come out of his mouth as evidenced when black smoke emitted from her scar once more. “Want to say that again?!” Twilight growled with a low voice and gritted teeth which suddenly had Pinkie back away slightly in fear.

“What?” Bunga innocently asked with a nervous smile. “I just said don’t be such a Scarface. I didn’t mean anything by it.”

Kion and the others instantly got worried upon seeing that Twilight was ready to tear the honey badger apart when she pulled him out of the mud bath with her magical aura to force him to look at her in the eyes. At that point, Bunga realized his unintentional insult touched a nerve in Twilight’s mind when he sees she is giving him a furious glare that could kill someone on the spot alone with just that.

“Easy, Twilight. He didn’t mean it!” Kion quickly and gently attempted to urge Twilight to calm down to no avail.

Luckily for him, Princess Cadance quickly calmed her down by placing a hoof on her chin and placed some of the green crystal mud gel on her scarred eye to have her let go of her magical grasp on the frightened honey badger. Once he was released he fainted and sunk into pool in shock with Pinkie quick to keep him head up.

Cadance with another calming technique on hoof to help her further soothe her anger. She breathed in with a hoof on her chest to which Twilight repeated after her. She then breathed out with Twilight repeating after her once more. And just like that Twilight felt more relaxed and calm now.

“It’s okay, Twilight.” Cadance assured her before encouraging her to join Pinkie and Bunga in a much needed relaxation in the crystal mud bath. “No harm done.”

“Thanks.” Twilight kindly returned while sitting back on the edge of the pool with Kion and the others sighing in relief that another potential outburst has been stopped before it could even happen. “I really needed that.”

“Go ahead, have a good time while I get my ceremonial headdress done.” Cadance urged everyone to sit by and relax while she moves sit in one of the lounge chairs.

“Three…two…one…” Ono counted down with a stoic expression expecting another gasp of amazement from the fashionista.

To which she does exactly as she predicted. “Ceremonial... headdress?”

“What’s the ceremonial headdress?” Kion asked.

“When meeting with important guests, it was tradition for rulers of the Crystal Empire to weave crystals into their manes in a very specific way.” The pink alicorn princess explained. “The Games Inspector is known for doing her homework. She'll certainly be expecting my look to reflect the importance of her visit.”

“Wow! Sounds she’s done well in school if that’s the case.” Kion remarked on how serious this games inspector is on making these decisions.

Just then, the crystal mail pony came rushing inside with an urgent message for the princess. “Princess, if I may have a word...” She quickly reminded herself to bow to her. “I-I have two pieces of news for you. First, your mane stylist has the flu and won't be able to make it for fear of you catching it, too.”

“Oh. Well... I hope she's better soon.” Cadance took the news in stride before turning to the other spa workers in the building. “Do any of the other stylists here know how to do the traditional royal ceremonial headdress?” She hoped but unfortunately their empty-hooved responses make it clear that none of them do.

“That’s not good.” Kyoga whispered to the others.

“No kidding.” Spike nodded.

Cadance wasn’t very pleased but performed her deep breathing exercise to keep her cool. “Oh. Just a... small detail.”

“Whoa, whoa, whoa!” Rainbow spoke up not very pleased to hear this. “You're trying to land the Equestria Games here. There is no such thing as a small detail!”

“Keep it together, Rainbow Dash!” Twilight sternly warned from the pool.

“I suppose... I could give it a shot.” Rarity offered.

“Oh, Rarity, you would do that for me?” Cadance spoke of her delight to hear that.

Rarity nodded with both Spike and Rainbow Dash liking her stepping up when no one else will.

“You can do it.”

“Way to step it up, Rare!”

They both applauded.

“Fortunately, I have all the precise instructions right here.” Cadance then presented the white-furred unicorn said list of instructions that are in fact quite long and precise.

“Hevi Kabisa!”

“Oh, my!”

“That sure is quite a lot of instructions for one special mane style.”

Kion, Rarity, and Ono commented.

“You sure you're up to this?” Princess Cadance asked once more.

Rarity was definitely stunned but wasn’t about to disappoint the princess during a time to where her skills are needed. “Working on the hair of royalty on such an auspicious occasion is the opportunity of a lifetime! I will give it everything I've got!” She assured with certainty that she can pull this off.

“So will I.” Ono offered while examining every detailed instruction. “Because from the looks of this list you might need some keen eyed assistance.“

“Good idea!” Kion nodded his head in approval.

“See? No worries!” Twilight assured everyone while emerging from the mud pool and dried herself up before rejoining the others.

“Besides, the Games Inspector isn't expected for several hours.” Rarity voiced it shouldn’t be a problem with assistance. “I'll have plenty of time to figure out exactly how to... do... this...”

“Oh, Rarity, that's wonderful!” The princess voiced very pleased to hear it even though the unicorn is still feeling lost on the directions before turning to the messenger. “You said you had a second bit of news?” She inquired.

“Yes, quite. The Games Inspector, Ms. Harshwhinny, will be arriving on the... next train.” She reported.

Everyone gasped in terror hearing this since this is all suddenly last-minute instead of a few hours in advance like everyone expected.

"Hapana!"

“WHAT?!” Rainbow exclaimed in angered shock. “You couldn't have told her that news first!? That's fifteen minutes from now!”

“Oh, my goodness!” Fluttershy softly exclaimed in worry.

“Hevi Kabisa! How are we going to get there in time?!” Kion exclaimed at a loss of what to do while everyone else panics.

Everyone but Twilight who is quick to speak of the best course of action after performing the deep breathing exercise Cadance had just taught her. “How long before Cadance is ready?” She asked Rarity and Ono.

“Hmmmm...” Rarity examined the paper along with Ono. “I'm sure to find some shortcuts.”

“Although we can’t quite guarantee it.” Ono replied with a voice of disagreement.

“Can you have her back at the castle when we're done?” Twilight asked of them.

“Should be doable.”

“Done.”

They both responded with a firm tone that it’s doable.

“I’ll stick with them in case they need help.” Spike volunteered.

“Okay.” Twilight calmly nodded while examining the note that tells them more about the inspector they’ll be greeting before leading everyone on over to the train station. “Everypony, everyone, just be on the lookout for the pony with the flower print luggage.”

“Should be doable.” Kyoga commented feeling no pressure about the task itself.

“Easy peasy, pudding in the freezy!” Pinkie happily agreed while bouncing her way over.

“We bring the Games Inspector back to the castle, put on our big welcome committee how-do-you-do and then...” Twilight explained to everyone of what they’ll do.

“Put the pudding out to thaw before you eat it or you'll crack a tooth?” Bunga randomly added.

“What?” Fuli inquired rather baffled by his response.

“Eh, live and learn.” Bunga shrugged while Rainbow rolled her eyes.

“I'll just ignore that.” Fuli decided it was best that way.

“Good idea.” Twilight replied before finishing what she was going to say. “Anyways, we do just that and we are good.”

“We need to remember that the Games Inspector arriving early is probably part of a plan to psych us out.” Rainbow further reminded everyone.

“What do you mean?”

“You’re not saying that the games inspector is trying to catch us off-guard?” Beshte curiously asked.

“Uh, yeah!” Rainbow answered before turning to Twilight. “You said it yourself. She's got a rep for trying to catch hosts off-guard, just to see if we can handle the kind of massive pressure that comes with hosting the Equestria Games.”

“You sure it wasn’t just a miscommunication or is that your wings doing the talking.” Kyoga quipped while eyeing her flapping wings.

“No! Thank you!” She asserted. “What I mean is we need to always stay one step ahead and don't fall for any of her mind games. Anything she throws at us, we just need to remember she's testing us and roll with it.”

“Well now’s a good time to start because here comes the train.” Kion told everyone with Twilight taking the lead.

There they spotted a mare with a cream coat of fur, green mane and tail, and red glasses carrying a dark purple suitcase with orange flowers on it. It seemed just like the right description to which had the Guard thinking they found it her.

“Pony with flower suitcase, sounds right?” Kion said out loud his thoughts.

“I don’t know.” Kyoga commented unsure upon closer examination of the mare. “That doesn’t look like a games inspector.”

“What do you mean?” Bunga asked clearly confused. “She said be on the lookout for a mare with a flower-printing on her luggage didn’t she?”

“Yes, but the mare has a chicken for a cutie mark and her suitcase has a small tear on the side.” Kyoga answered while pointing out the little details that have her feel that this isn’t the mare they are looking for to which Twilight silently agreed with her there.

“You don’t suppose that isn’t Ms. Harshwhinny?” Fluttershy asked unsure of whether this is the right mare they should or shouldn’t be greeting.

“Only one way to find out.” Kion replied before Rainbow quickly jumped the gun to do so.

“Excuse me, ma'am?”

“Yes, what is it?” The mare harshly replied which worried some of the group.

“Oh, no!” Fluttershy whispered.

“Not looking good.” Bunga also whispered just as worried.

“It’s okay.” Beshte calmed the two down before approaching the mare. “Well, I know you're not expecting us, but we're here to personally welcome you to the Crystal Empire.”

“The whole lot of you came to do that?” The mare inquired the Guard (sans Twilight and Kyoga) now sporting forced smiles.

“Uh, well, um... yes!” Kion honestly answered.

“Well, darn tootin', ain't that the cat's meow!” The mare suddenly dropped her serious expression for a more excited one before shaking Kion, Twilight, Pinkie, Bunga, Beshte, and Applejack’s hooves and paws. “Y'all didn't need to do that. Why, I hardly expected anything like this.”

Hearing that had the Guard sigh in relief seeing that they got the right mare in front of them although Twilight and Kyoga weren’t completely convinced.

“Whew! The Princess wouldn't have had it any other way.” Applejack happily said to her.

“The Princess? Princess Cadance?” The mare excitedly returned finding herself wandering into the Crystal Empire at a perfect time.

“None other!“ Kion replied.

“Well, tie me up and throw me down! This just keeps gettin' better and better!” The mare further expressed happily while briefly standing on her luggage.

“Can we help you with your bags?” Fluttershy offered.

“Don't mind if ya do!” The mare allowed her to do so.

Fluttershy was quick to find out that the bags are really heavy to the point she could barely lift them off of the ground.

“Here…” The Lion Guard’s Strongest offered while using his hippo to take control of the lifting. “…let me help out with that.”

“Oh, thanks Beshte.”

“You’re welcome, Fluttershy.”

“Our first stop is the castle.”

“Where we got a big razzamatazzy welcome planned for you!”

Both Pinkie and Bunga both declared with the mare further delighted with every passing minute.

“The castle? Are you kidding?! Hot-diggety-dawg!”

While everyone heads on back to the Crystal Empire, Twilight pulls Kyoga aside for a quick word at the train station. “This is not the mare we’re looking for.”

“Nope.” Kyoga shook her head. “I assume we should go tell them.”

“No.” Twilight shook her head much to Kyoga’s surprise. “Let’s greet her ourselves.”

“Are you sure?” Kyoga asked to make sure she really wants to do this. “Don’t you think we should let them know what’s going on?”

“I’m sure.” She firmly stated.

“Okay…” Kyoga accepted her decision even though it would be better if she spoke up and said something about before letting them be.

The two then turn their attention back to the train station where they come across a mare with a brown fur coat, blonde mane and tail, dark blue eyes, gold trophy cutie mark, and a purple business suit.

“And this is definitely the mare we are looking for.” Twilight whispered to Kyoga pleased to see that her gut instincts were correct before approaching the mare first to greet her. “Hi. Are you Ms. Harshwhinny?”

“Yes I am.” She answered rather grumpily when looking at her watch before looking at the lavender unicorn. “Am I to assume that you two are the welcoming committee I’m expecting?”

“Yes we are.” Twilight nodded with a small smile before offering her hoof for a hoof shake. “I’m Twilight Sparkle, and this is Kyoga.”

“Hello, nice to meet you.” Kyoga politely waved.

“Well that’s a first…” The mare stoically commented while accepting the unicorn’s hoof shake. “…a welcoming committee that’s actually here to properly greet me.”

“What do you mean a first?” Kyoga inquired.

“I mean that’s because every city and empire wants to host the Equestria Games. So, it means I have to go through all the big phony-baloney song and dance, though of course, I'm never getting the real inside scoop and getting a real insight experience of what the city or empire is really like.” She explained while voicing her disgust from past experiences.

“Really?” Twilight asked looking surprised that she frowns upon dance and song routines.

“Yes really.” She bluntly remarked. “I mean really I would rather just like one tour where I actually get to see more of the city or empire’s really like and why it should be considered to host the Equestrian Games for once.”

“I see.” Twilight said sounding intrigued by the mare’s taste in reception before sporting a small smile and responding. “Well, I can assure you that for once it won’t be one of those times because here in the Crystal Empire we want all of our guests to get to know the place and why it is the most qualified the host the Equestrian Games here.”

“This should be good.” The inspector muttered to herself before walking alongside her and a slightly reluctant Kyoga.

“I guess it’s a good thing we didn’t do that song and performance.” Twilight whispered to the lioness.

“Probably for the best.” She whispered back before being to give the inspector a tour of the empire alongside Twilight.

Meanwhile at the spa, Rarity is at work in fixing up Cadance’s mane while Spike hands her the requested items while being her assistant, and suffice to say she is currently facing her toughest challenge yet at this elegant and complex hairstyle. Every step of the instructions had to be followed precisely and if it weren’t for Ono’s insistence that she follows every step exactly she would have skipped step twelve.

“So, uh... how's it going so far?” Cadance asked the unicorn working hard on her mane.

“We’re getting there.” Rarity replied while carefully examining the list Ono is holding up for her.

“Yes…yes….” The egret nodded at her doing exactly what the list says. “No…no…don’t skip it. It’s not optional.” Ono then shook his head.

“Oh, I'm so sorry... It's just... oh so complicated.” Rarity apologized with a nervous laugh. “I can fix it!”

“Fix what?!” Cadance asked just when Spike turns to see the alicorn's mane in progress.

Rarity stammered a little while being honest. “Well, I-I was looking for shortcuts and I thought step twelve was optional! But it's not!”

Spike nearly cringed at the sight of what could have been had Ono not spotted the near-mistake.

“And it’s a good thing I caught it in time.” Ono remarked. “Always need a keen sight even when you’re working on a tight deadline.”

“Oh, well excuse me for trying to find a way to get the princess looking great at the last minute.” The fashionista remarked in slight offense towards Ono for being a smarty feathers.

“Well excuse me for trying to help.” Ono likewise fired back feeling just as offended too.

“Rarity, Ono!” Cadance interrupted gently yet firmly. “Now is not the time to argue. Just focus on making sure my mane is prepared exactly as detailed on the list, okay.”

“Okay.” The two responded by setting it aside in favor on focusing on what’s really important.

"Phew." Spike sighed in relief before smiling and speaking in a jokingly manner. "Once again it is the Princess of Love to the rescue."

"That's right, Spike." Cadance warmly smiled at the comment while Rarity gets cracking on fixing her mistakes.

Elsewhere, the Lion and Pony Guard minus two have all arrived at the Crystal Castle with the tourist pony in tow. So far, none of them have picked up the hint that the mare they are greeting isn’t the games inspector.

“My golly, the crystal castle! Why, I've seen pictures, but I never expected to see it with my very own eyes!” She marveled at her surroundings while a little disoriented from the lights from the tall ceiling. “From the inside...” She trembled and gulped at the sight.

“Oh, my gosh, she's so nice!” Fluttershy sweetly commented.

“You're letting her lull you into a false sense of confidence.” Rainbow immediately chided. “Watch that. It's all part of the game.” Fluttershy immediately nodded in response.

“Speaking of watching…” Kion spoke up noticing that they are missing two friends of theirs. “…where’s Twilight and Kyoga?”

“I don’t know.” Fuli replied while looking around having just noticed they’re not around. “They were right behind us.”

“Oh, my, I'm so excited.” The mare further voiced while walking around the room.

“No time!” Rainbow quickly whispered to the leader of the Lion Guard before quickly rushing over to take charge of the situation by flying over to the tourist pony. “If you would be so kind and have a seat, won't you?”

“Mind if I take a quick run outside first?” She asked while moving her legs around and looking uncomfortable while trotting in place. “It was an awfully long train ride and my legs could use a stretch.”

“Don’t worry.” Rainbow insisted while gesturing her to take a seta. “Oh, well... we were just about to start.”

“Oh! Never you mind.” The mare relented and complied with her wishes. “You go on ahead. I'm listening.”

“She was probably testing us to see if we could remain in control of a complex situation.” Rainbow whispered to Fluttershy and Bunga with the latter on the former’s back. “Looks like we passed.“

Rainbow began. “Bump–“

“–cha!” Fluttershy and Bunga finished with a hoof and fist bump together.

“Okay.” Kion voiced feeling they don’t have a choice here before beginning the intro to their dance routine. “We'd like to thank you for this opportunity to introduce you to this wonderful kingdom!”

“Oh, why, the pleasure is all mine.” The mare returned with a friendly smile while Kion continues.

“And since we're not even from here ourselves, who better than us to let you know just how welcoming this place can be!”

The Lion and Pony Guard got together and formed a pyramid while performing the chant that goes with it.

“Two, four, six, eight!

Name a place that's really great!

One, two, three, four!

Keeps you coming back for more!

Two, seven, nine, three!

The place that we all wanna be!

Four, three, two, one!

The Crystal Empire, that's the one!”

With well-placed use of Pinkie’s party cannon along with Rainbow leaving a heart shaped in front of the formed pyramid of friends the performance went through flawlessly.

The mare eagerly applauded them for their performance. “Ooh, yeah!” She whistled in excitement. “Ooh, I tell ya! I have traveled far and wide, but I have never, ever been welcomed anyplace in the fashion that y'all have done here today.”

“That's great to hear!” Kion remarked very pleased that it was met with positive reception. “Princess Cadance would be so glad to hear that!”

“Honestly, I'm surprised she knows anything about me at all!” The mare commented which had the Guard blinking in confusion by what she had just said.

“Huh?” Bunga spoke up clearly lost feeling it shouldn’t be a surprise. “Of course she does! She's been looking forward to your visit for weeks!”

“Why am I suddenly surprised?” Fuli whispered to Kion finding something is wrong here.

“Oh, goody! Is she here?” The mare asked while looking around the castle for the alicorn princess.

“Um well...” Beshte looked around and saw that she isn’t here yet. “Good question?”

“Where the heck is she anyway?” Applejack whispered to Kion. “Wasn't she supposed to be here by now?”

“Oh, that's all right.” The tourist pony assured it’s no big deal before gulping at the sight of the ceiling again. “Maybe I-I-I'll just take my little run outside now.“ She quickly ran outside to the balcony to take some deep breaths before sighing in relief.

“Or, if you like, we could give you a tour of the castle!” Rainbow quickly offered while flying over outside in a flash. “That way you could be learning and stretching all at the same time!”

Although the recent words the mare the Guard thinks is the games inspector are having dithering thoughts about what they are all doing right now.

“Dash!” Kion quickly whispered to the Pegasus trying to get ahead of herself. “We've hardly ever even been here before!”

“It's just another test!” Rainbow confidently whispered back. “We gotta roll with it, remember?”

“Oooh! Lemme give the tour!” Pinkie immediately volunteered.

“Yeah, me too!” Bunga immediately offered as well.

“I'lldoit, I'lldoit!”

“Letmeletmeletme!”

“What should we do, Kion?” Beshte asked uncertain of how to handle this.

Kion thought for a moment before speaking up to both the hippo and cheetah along with the rest of the Mane Six still around. “We keep up treating her as a guest. You all start giving her the tour, and I'll go see what's keeping Cadance and find out where Twilight and Kyoga are.”

Kion then heads out of the castle through the back doors to barely catch a glimpse of Twilight and Kyoga giving the real games inspector a tour of the Empire to which she is really liking what she is seeing so far. But for Kion he barely got a look at what he had just saw since they all immediately turned the corner and the lion had just turned his head in the direction the three immediately disappeared to.

“Huh?” Kion said to himself feeling he could have sworn he just saw who he was looking for with another pony. But he continued forth and made his way back to the spa where Princess Cadance is still having her mane done just when the lion prince arrives.

Before Kion could talk to her, he is quickly intercepted by a completely alarmed Rarity who clearly wasn’t expecting him. “W-What are you doing here?”

“Well…” Kion began rather surprised by this greeting before continuing. “…We finished the welcome committee song and we just wanted to introduce Ms. Harshwhinny to Princess Cadance.”

Kion tried to look for her only to be constantly blocked off by the fashionista frantically waving her hooves. “No, no! Princess Cadance isn't ready.”

“Why not? What’s going on?!” Kion inquired and then insisted. “I need to speak to the Princess.”

“Everything’s fine.” Ono quickly flew over and assured while Spike helps out with the mane fixing. “We’ve just nearly came across a near fatal mistake in regard to fixing her hair. Apparently, somepony decided to try another shortcut in regard to step twenty-five.” He added with a sharp glance at the flustered unicorn.

“Well how was I supposed to that would be a must.” She defended before turning back to the lion standing before her. “Anyways. She's in the middle of a delicate conditioning rinse that must go perfectly if there's to be any hope for her hair!”

“Are you not just being overly-dramatic” Kion tried to laugh it off as a joke. “How bad can it be?”

“Imagine her mane turned into a porcupine.” Ono answered with a tone that tells his friend that he is better off not seeing it with Rarity briefly styling his mane as a demonstration.

"Yeah..." Spike spoke up. "...it's that bad."

“Sorry I asked.” Kion responded while slightly cringing at the thought and sight before speaking seriously to them. “But who else can I turn too?”

“What about Twilight’s brother?” Ono asked. “He might be around prepping the ponies competing for the games.”

“Of course!” He realized before feeling satisfied. “Thanks Ono!”

“No problem.” Rarity returned while quickly pushing her friend out the door. “Now please go! I will bring her back from the brink of tragedy, but you have got to buy me some time! There's no other way!”

She immediately shut the door after her which left Kion taken aback by what had just happened. But none of the less, pressed forward to find Twilight’s brother knowing exactly where to find him.

He makes his way over to the stadium to where he finds the Pony Guard leader’s unicorn brother wearing a red sports cap and a whistle around his neck coaching the athletes down at the track. The athletes representing the Crystal Empire are either running on the track, clearing hurdles, stretching, along with other exercises.

“Hey!” Kion greeted.

“Kion!” Shining happily greeted the lion he sees like a younger brother. “How have you been?”

“Been doing well!” Kion positively replied. “How about you?”

“Doing just about the same here.” Shining Armor returned just as positively. “Getting these ponies ready and practicing for the upcoming Equestrian Games and hoping that me and Cadance will finally get married sometime soon.”

“Hopefully we can get our hooves and paws crossed for that.”

“Yeah and I’m hoping that Twilight will still be my Best Mare once we can finally have it.” Shining Armor added while still feeling guilty over the way he treated her. “I would have asked her the last time she was here but she was busy saving the Crystal Empire and giving me the cold shoulder.”

“Yeah…” Kion looked aside at that memory before adding with a smile. “…But at least she’s forgiven you and me for what happened the last time.”

“That’s true.” He acknowledged feeling relieved. “She did.”

“Anyways…” Kion then spoke trying to focus on what he really came to him for. “…I was hoping you could help me out with something?”

“Everything okay?”

“Well…” He started trying to put it into words. “…I left the rest of the Lion and Pony Guard behind giving the Games Inspector the castle tour but the more time I spend with her the more I feel something is off about her.”

“Like what?”

“Maybe because she looked more like an interested tourist than an inspector pony.” Kion admitted the more he thinks about it. “…come to think about it, I’m starting to get the bad feeling that might not be the inspector we were just talking to.”

“Just a second…” Shining politely excused himself so he can bark orders to the athletes. “Come on, gang! Are we gonna gallop, or are we gonna trot!?” He then turned back to the leader of the Lion Guard. “Is that so? I'm pretty sure if this mare turns out not to be the inspector and we need to clear things up, I can give you a hoof with that.” He then turned back to the athletes. “Let's move, move, move!” He barked at them before speaking to the lion cub with a tone of assurance. “Everything's gonna be okay.”

“I sure hope so…” Kion returned calmly though still feeling a bad pit in his stomach.

But before anything else could be said the tourist pony along with the rest of the Guard arrive on the pony’s tail.

“I'm outside!” The mare gasped and then laughed in delighted relief before running onto the track while flying by the other ponies training. “Feels so good to stretch the old legs!”

“Uh, what the–“ Shining asked in confusion by this sight before turning to Rainbow along with Kion.

“What’s going on?” Kion demanded of the cyan eyed Pegasus.

“Turns out the crystal castle doesn't have a gymnasium.” Rainbow sheepishly replied before their attention was drawn back to the crazy excited mare flying around the place while getting in everypony’s way.

“Watch it!” He shouted after her before turning to the blue Pegasus with a glare. “Make her stop! Now!”

“But, that's the Games Inspector! Let her do her thing.” Rainbow insisted it’s perfectly normal until she started getting reckless and destroying everything in her path while getting her head stuck in a big flower vase during her wild runabout.

“Oh! Oh, get me outside for a run!” She shouted with her voice muffled by the vase on her head while running around aimlessly with her sight completely obscured.

“Look out!“ Beshte attempted to warn albeit a little too late since she already burst through a wooden door leading to the exit of the stadium.

Shining Armor shot Rainbow a glare for her misjudgment which had her seeing what needs to be done. “Yeah, okay, we need to stop her.” Rainbow then said before taking off after her along with Fuli and Fluttershy.

While the tourist pony runs around the Crystal Empire rather crazy and frantic with no sense of direction while nearly splashing Twilight, Kyoga, and Ms. Harshwhinny when running by a nearby puddle to which the former blocked with her magic.

“What…?” Twilight thought to herself when Fuli, Fluttershy, and Rainbow Dash pursue after the muffled and hysterical mare not even noticing the three their fast speed pursuit has sent her and the games inspector’s mane’s standing tall as porcupines. “What do you say we take a side trip to the spa and relieve some of that tension from today?” Twilight then offered.

“I could gladly use it.” The mare accepted without second thought before they walked on over there with Kyoga racing after the Guard members pursing the mare wanting to know what is going on and why the mare they are chasing has a vase stuck on her head.

“Where's she going in such a hurry?” She asked herself at the same time Fluttershy is asking Rainbow Dash who along with Fuli pulled ahead to try to catch and stop her.

“Closer... closer...”

“I think we've got her...”

The Guard’s Fastest traded with the cheetah managing to successfully pounce on her at the same time Rainbow manages to pull the vase off of her head.

“Yaaaaaaah!” Rainbow then screamed when said pull and sudden halt sends herself flying into the glass ceiling of the spa before sliding down back to the ground.

“What was that?” Spike wondered at the same time Rarity and Ono turned their backs to the source of the sound only for Rainbow to slide out of view.

“I don’t know.” Ono returned before flying up to the ceiling and spotted Rainbow Dash falling off down onto the ground. “But I’m going to find out.” He added before flying off while Rarity puts the finishing touches on her crystalized mane.

Just after Ono had left both Twilight and Ms. Harshwhinny have arrived at the spa with the latter looking very pleased with doing a successful job in showing the inspector of what she wanted to see.

Now that the mare got her run in along with loosening her wheels she is now feeling better than ever. “Hoo-eee! Oh, that felt good! Nothing like a great run to shake the cobwebs off these old bones.”

“Sure is.” Fuli replied feeling relieved that they were able to stop her from hurting herself. “Along with having pull the breaks on you to keep you from crashing into someone.”

Rainbow having taken the hard hit from the impact crawled her way over to both Fluttershy and the tourist.

“Hey there, speedy.” The energetic mare greeted. “Ah, these wide open spaces y'all got here remind me of home. This is great!”

“Oh!” Rainbow said while catching her breath. “So you're…” She breathes heavily again. “enjoying your visit?” She pants once more. “Well, I'm so…” And again. ”…glad!”

“Oh, good golly, yes. I just love to travel and see new places. Such a beautiful spot you got here, too!” The tourist happily returned just when Shining Armor and everyone else running on over to her.

“Why... thank you so much!” The stallion said to her before introducing himself. “I'm Shining Armor.”

“The Prince!” The mare gave an admirable gasp to the handsome pony.

“What's going on?” Kyoga asked Rainbow trying to get to speed here. “And why was that mare running around the empire wearing a vase over her head?”

“Long story short, she got her head stuck in it during her wild run around town and we just had to chase after her and get it off of her.” Fuli replied with a summed-up response.

“From the looks of it, just locking up the games for the Crystal Empire is all. Ain't no thing.” Rainbow confidently added just when the tourist is further gushing over the Crystal Prince.

“My, oh, my... I never met a Prince before...”

Shining returned a flattered chuckle in response. “I'm surprised. I'd think in your line of work you'd meet princes all the time.”

“Hardly.” She replied otherwise which further increased Kion’s worries. “Just an ordinary wild mustang from Mustangia here to enjoy a little vay-cay. Never thought I'd also be meeting royalty to boot.” She added with a flirty giggle to which Shining shifted his eyes away in a cringed manner since he is a soon to be married stallion.

Feeling he has to confirm his growing worries Kion asked the mare. “You... are Ms. Harshwhinny, the Equestria Games Inspector, aren't you?”

The mare returned a blank expression while slightly tilting her head. “Inspector what-now?”

Both Kion and Rainbow widen their eyes in horror when the truth dawns on them.

“We got the wrong pony?!” Rainbow exclaimed upon realizing their mistake.

“NOOOOOOOOOOO!” Pinkie and Bunga both screamed dramatically on their knees.

“How could this have happened?!” Kion voiced under panic.

“Probably because we were all given little information on what she is really like.” Fuli suggested while trying to calm her lion friend down.

“If that’s not the games inspector then who and where is she?” Beshte asked while looking around their surroundings.

“Well…” Kyoga tried to say before being interrupted by Pinkie.

“Well... definitely not the spa. I mean what's the point of checking there? That's where Cadance is. If Ms. Harshwhinny is there, well, then, game over, right?”

Everyone all gasped at the thought before immediately rushing on over there.

“Everyone wait!” Kyoga tried in vain to stop them but they all rushed off ahead on their way over there.

There both the games inspector and Twilight are both relaxing and getting back massages as well as removing any tension they have on their faces.

“Well I got to say Twilight. You have done a remarkable job in showing me around.” The business women told the unicorn having her face plastered with a mud mask. “I can definitely tell you right now of what this means.”

“Really?” Twilight responded with a pleased tone. “That’s great to hear!”

“Yep.” Ms. Harshwhinny returned with a nod. “You have proven without a doubt that I’d be making the right choice.”

“Well I sure every pony here will be very pleased to hear that.” Twilight said with their conversation being seen by the rest of the Guard.

“Oh, there she is!” Rainbow commented on the pony they are looking for. “We're in luck! I don't think either of them knows yet that the other one's here!”

“Along with Twilight.” Ono pointed out to the mare sitting by her side.

“So that’s where’s she’s been this whole time?” Kion asked rather befuddled that is why she strayed away from them. “Why didn’t she didn’t say anything?”

“Don’t know!” Rainbow responded before heading inside with his head. “But we’re going to find out.”

The Lion and Pony Guard all burst inside the room just when both Rarity and Spike turn their attention back to the group.

“Wonderful news, look!” Rarity gestured everyone to the alicorn princess with Spike presenting to the group the mare with her newly crystalized mane style and wearing an elegant blue crystalized dress. “Princess Cadance, better than new!”

"An appearance fit for a princess." Spike complimentary added with both arms gestured in her direction.

Ms. Harshwhinny immediately snapped out of her relaxed state before making her way over for some questions in a crossly manner. “Princess Cadance? So, this is where you've been! And just what exactly did you have in mind when you said you had a welcoming committee for her?”

“I don’t understand! What was wrong with your welcome?” Princess Cadance innocently asked.

“Only two members of Guard, Twilight Sparkle and Kyoga were there to welcome me.” Ms. Harshwhinny pointed to the lavender mare leaping up from her massage looking just as surprised as everyone else.

“What is going on?” Princess Cadance said to the Guard sans Twilight in a slightly cross manner expecting an answer of how this turned out.

“This should be good.” Spike added with crossed arms wanting to know as much as the princess.

Kion prepared to step forward on behalf the guilty party until Rainbow placed a stopping hoof so she can take full responsibility for this. “Princess, we gave our welcome to the wrong pony, left the right one waiting at the station, and completely ruined everything by assuming that everything that was a test to try to throw us off our game.”

“Hapana!” Ono softly exclaimed upon realizing why that was what Kion wanted to try to speak with the princess before joining the others in hanging their heads in shame.

“Cinnamon bun?” Pinkie nervously offered with a squeaky grin in an attempt to lighten the mood to which Fuli placed a paw on her arm to lower the treat away.

“Not helping.” She whispered slightly aggravated. “We’re in enough trouble already.”

“When I was a little filly, I wanted so badly for Cloudsdale to win the Equestria Games.” Rainbow further continued with her apology. “But it didn't happen. So I thought I could make up for that disappointment by helping the Crystal Empire win the chance to host the Games. But it looks like I ruined your chances instead.”

“Not so fast, speedy.” The tourist immediately spoke up in a tone that says otherwise. “Considering that you still gave me one of the warmest, finest, most fabulous reception I’ve ever had, I’d say you all did pretty well with all things considered.”

“Really?”

“Even after the whole misunderstanding?”

Kion and Bunga both spoke up looking confused.

“Of course.” The business mare agreed with a tone of certainty. “Considering they were some details I failed to mention before hoof and thanks to both Twilight and Kyoga showing me exactly what I wanted to see, I can see that this is just what I’m looking for. Which can only mean one thing...”

“The next host of the Equestria Games is... the Crystal Empire!” The Princess of Love announced to everyone gathered in front of the castle who all cheered in excitement of the good news with all of her friends and family along with the games inspector and tourist all standing by her side.

“We did it!” Rainbow exclaimed while hugging one of the young fillies in the audience.

“Congratulations, Crystal Ponies!” Princess Cadance told every happy pony who generated enough love into the Crystal Heart to produce bright colors in the sky.

With everything all settled, the Lion and Pony Guard all head back to Ponyville later in the afternoon.

"The Equestria Games are in the Crystal Empire. Aw, yeah!" Spike cheered while making their way to their ride home.

“Phew! What a relief!” Ono remarked while waiting to the board train ride home.

“No kidding!” Bunga agreed. “I almost thought we blew it there!”

“I know.” Kion couldn’t have said it better. “Moreso, if one or two of us hadn’t realized it sooner.”

“Sorry.” Twilight quickly apologized while looking aside for a brief second. “I thought you all would have followed after me sooner after realizing that the mare looked more like a tourist that a business mare but apparently I pegged wrong instead of saying something.”

“Well, even so…” Kyoga spoke up feeling she can’t be too harsh on Twilight even if she should have spoken up before. “…it actually turned out for the better since Ms. Harshwhinny would have frowned up that song and dance routine you had originally planned for her and considered turning away from there.”

“Really?” Applejack spoke up with a surprised chuckle. “How about that?”

“I never would have guessed.” Fuli said figuratively before then speaking of her excitement. “But it all worked out in the end which means there the Equestrian Games is ready to see the Fastest of the Fastest in action.”

“You said it!” Rainbow replied before giving a calming sigh feeling glad of what they accomplished together. “You know, it feels good to help others get something you always wanted but never had. Almost as good as getting it yourself. Almost.” She added on the last part with a tone of slight bitterness.

“We'll still be able to come back here and watch the games when they're played.” Twilight assured.

“You're right.” Rainbow immediately dropped the grudge she felt years ago. “That'll rock!”

Everyone boarded their train with everyone all preparing to head back home while Scar watches the scene from the magic produced from the palm of his paws looking very satisfied that the Equestrian Games is going to be held in the Crystal Empire.

Author's Note

In this episode, the Lion and Pony Guard are traveling to the Crystal Empire to help secure the Equestrian Games. Just a simple meet and greet for the pony who serves as it's inspector should be easy, right?

Well maybe, if there was more information other than a flower printed suitcase it would be to which the Guard had the misfortune to quickly assume a tourist pony was the pony they were supposed to be greeting. And needless to say with bottom things considered, thing sure went south from there.

Luckily, some members of the Guard were quick to pick up on this before moving to greet the inspector herself, and that combined with showing the mare what she wanted to see, as well as explaining the misunderstanding that led up to this, gave the Crystal Empire the benefit of the doubt. Which means they will be hosting the next Equestrian Games when they happen next time around.

Next up is "Ono and the Egg." where Ono and Fluttershy look after a mother bird's egg while she seeks out to create a new next for her soon to be born baby bird.

Episode 20: Ono, Fluttershy, and the Egg

Episode 20:

Ono, Fluttershy, and the Egg

On another patrol on another peaceful day in the Pride Lands, Rainbow, Fluttershy, and Ono perform a flight scout of Mizimu Grove for any signs of trouble. So far everything was good with nothing urgent to tend to.

“All quiet in Mizimu Grove, Kion!” Ono reported.

“No danger here!” Rainbow added to which had Fluttershy sighing in relief.

“Thanks, Ono, Rainbow Dash, Fluttershy.” Kion nodded before turning to press forward. “Let's check out Hakuna Matata Falls, then we can head to...” Suddenly they heard the ground rumbling down below. “You guys hear that?”

Pinkie’s tail started twitching while shaking and vibrating in place. “Yep. I…feel…it…tooooo.”

“It sounds like... A stampede?” Fuli guessed while Ono and Rainbow take a look of what’s going on from the skies.

“Yep.” Rainbow answered. “It's a stampede, all right.” The source of the stampede proved to be smaller than what they initially expected.

“What the…” Kyoga said in a surprised tone.

“A stampede of hyraxes!” Ono added when said hyraxes come running by.

“Aww, It's a stampede of cuteness.” Beshte awed which had the lioness shaking her head in dismay that’s what’s causing the nearby commotion.

“I wonder what's got them so upset.” Fluttershy curiously wondered while both her flying partners looked up to investigate.

“That's what!” Ono reported directing everyone’s attention to a big silver-furred flyer in the skies.

“A harrier hawk!” Twilight immediately recognized.

“And it looks like she's hunting those hyraxes!” Ono added.

“What?!” Fluttershy gasped.

“She can't hunt here.” Kion commented strongly against the flyer’s actions. “This isn't hawk territory.”

“Yeah. But does she know that?” Fuli inquired since it’s not stopping her from swooping down and snatching up one with her claws.

“Nope.” Kyoga shook her head.

“She will in just a second!” Fluttershy furiously said with locked eyes on the predator. “I’ve got this!” She stated before flying after her.

“Wait for me!” Ono called after her before following suit.

“Lion and Pony Guard, let's go!” Twilight said to the others to follow after them on the ground.

Elsewhere, a brown-furred hamerkop is tending to an egg in her nest.

“You just wait, my little itsy-bitsyboo!” She affectionately said to her soon to be born baby. “This will be the best nest in the whole...” She suddenly gasped and ducked when the hawk swoops in and nearly hits her. “A hawk? Here in the Pride Lands? Gracious... Oh!” She then ducks again when both Fluttershy and Ono fly after the hawk with the former very determined not to let that hyrax suffer on her watch. “That was Ono and Fluttershy of the Lion and Pony Guard!” She immediately recognized. “Did you see him?” She said to her egg to which she realized was rather pointless. “No, I guess you didn't. Go, Ono, Go, Fluttershy, go!” She then excitedly cheered for them.

The hawk had managed to get ahead of them to the point she felt like she can feast on her prey.

“I am so excited to eat you!” She eagerly expressed to the frightened prey in her clutches. “I've never had tree hyrax before!”

“Hey you!” Fluttershy angrily called after her while flapping her wings to catch up to her. “Put down that hyrax now!”

“Sorry, young flying pony.” She remarked with a smirk. “This hyrax is my small bite. Not enough to share!”

She quickly turned away and flew ahead, but Fluttershy wasn’t backing down before flying after her with Ono pulling ahead. The egret then advanced on her tail feathers before nipping one right off of her.

“Ouch!” She exclaimed in pain before turning to the egret following her. “That hurt! Why'd you do that?”

“So you'd stop looking where you're going.” Ono told her while Fluttershy moves forward for a sneaky approach.

“Stop looking where I'm...” The hawk questioned until finding the hyrax snatched from her claws. “Hey! What do you think you’re…whoa! Oh!” She suddenly finds herself shielding her eyes when Fluttershy performs The Stare on her. “No! No!” She screamed and squawked for her life trying her hardest to resist it to no avail.

“Now you listen closely...” She scolded while still looking at her in the eyes fiercely. “…This is not your territory to hunt in, so if I or anyone from the Guard catch you harming so much as a single bunny or another helpless animal here again, consider yourself banished from the Pride Lands. Is that clear?!” The hawk fearfully nodded. “Then get out of here!”

The hawk immediately flew the heck out of dodge upon being released from her mental grasp and once she was gone she immediately softened up. “Aww, it’s okay little guy.” She smiled to him before fluttering back to the ground. “You’re safe now.”

“Great job, Ono, Fluttershy.” Kion commended them. “We couldn't have stopped that hawk without you.”

The hyrax squeaked out a thankful chatter and hug to both of his rescuers.

“Aw, thanks.” Fluttershy returned it kind.

“Just doing my duty.” Ono humbly said to him while patting him on the back.

“That Ono and Fluttershy are true heroes.” The hamerkop acknowledged having watched the scene from afar before getting an idea with her egg. “Which makes him the perfect bird to watch you while I build us a new nest. With hawks around here, this place will never do!”

She picked up her egg with her claws before flying over in their direction to a tree that Ono recognized.

“Thanks for walking me back to my nest.” He said to the gang once they arrived. “And thanks for offering to help me settle in.” He added to the animal loving Pegasus.

“You did a great job today, Ono. You too, Fluttershy.” Kion once again congratulated. “But now you should rest. Okay?”

“Affirmative.” He nodded before flying up to his nest. “See you guys later!”

“Bye, Ono!”

“See ya!”

“Later!”

“Let us know if something comes up.”

“Take it easy, partner!”

“Take care!”

Bunga, Pinkie, Fuli, Kyoga, Applejack, and Beshte all said while heading out with the others leaving Fluttershy and Ono along with the former tending to the latter.

Just when Ono was getting settled in with Fluttershy helping him feel more comfortable with a soothing massage they are suddenly greeted by the hamerkop with her egg in tow.

“Hello.” She happily greeted the surprised duo.

“Oh, hi.”

“Hello, miss…”

“Kulinda. Just Kulinda will do.” She answered before turning to her egg in tow. “Anyways, can I ask you both a favor?”

“What you need?” Ono asked before noticing her egg. “Is it about your egg?”

“Shouldn’t you be resting it in your nest?” Fluttershy wondered.

“Yes and that’s just it.” She responded before getting to straight to the point. “I need to build one but I can’t watch my baby at the same time while I do it with worrying of that hawk returning to try to snatch it away from me. And after seeing you two take her down, I thought you two would be the perfect to look after it.”

“So you would like for us to watch over your child?” Ono inquired.

“Yes, please? Who better than the Pony Guard’s Kindest and The Lion Guard’s Keenest of Sight?”

“No better than us that’s for sure.” Ono replied with a confident smirk before nodding to Fluttershy who was very eager to want to help out.

“Of course, we’ll help out.” Fluttershy nodded to her request.

Kulinda felt very pleased to hear this before delicately placing her egg into Ono’s nest. “Thank you both so much! I’ll be back as soon as I can.” She immediately flew off leaving the two along with the egg.

“Okay let’s see…” Ono said while examining the egg itself using a light peck of his beck. “…not very hollow so that mean’s it’s close to hatching.”

“Ooh…” Fluttershy flapped her wings in excitement. “That means the baby bird’s almost born!”

“Yep.” He replied before turning back to the egg. “So. Let's figure out precisely what you need. My bottom's not as large as a mama hamerkops, so we'll need to maximize warmth.” He then moved to perch on top of the egg. “There, the perfect approximation of hamerkop egg-sitting!” He then suddenly sees how awkward this is for him. “Hmm. I hope no one sees me like this.”

Fluttershy giggled. “Don’t worry I won’t tell.”

Elsewhere, Kulinda has gotten some sticks together for her nest, but by then a storm started brewing with lightning striking and startling her to the point she lost the sticks she obtained.

“Oh! Fiddle leaf figs!” She said to herself upon losing the sticks. “There go my sticks!” She then pressed forward not making a big fuss over it. “Oh, well. Plenty more where those came from!”

The dropped twigs ended up flying into Bunga’s face. “Hey! Who's throwing sticks at me?” He complained.

“No one, Little B.” Beshte answered to ease his annoyance. “It's just the rainstorm.”

“A very wet and icky rainstorm.” Rarity now wearing her rain hat, coat, and boots on once more expressed her disgust.

“Could be worse.” Applejack pointed out.

“Really? Like what?” Rarity expected an answer to that when Pinkie suddenly had another twitchy tail moment.

“Something…bad about to happen to those hares…” She answered between stutters.

“…Up ahead!” Kyoga stated in sudden alarm upon seeing the danger up ahead.

Kion recognizing the sound of their rumbling immediately recognized what’s about to happen above a group of hares in harm’s way. “Uh-oh. I know that sound... Mudslide! And those hares are right in its path!”

“C'mon!” Twilight ushered everyone before charging ahead to stop it.

At the same time, the hawk that Fluttershy had cowered into submission is still lurking around and just happened to be nearby.

“Now, what yummy tidbit can I taste before I head home?” She questioned herself before spotting the distressed animals down below. “Ooh! Red rock hares! Such a delicacy. Nobody should notice if one of them just happens to go missing during a mudslide.”

She moved to advance on her targeted pray with a screech but they all reacted very quickly to the point they were all able to run for cover in the nearby dens. The sole hare unable to is quickly approached by the Lion and Pony Guard while clinging onto the Pony Guard’s leader’s foreleg who kindly patted the terrified mammal in return.

“The Lion and Pony Guard? Again?” She voiced her frustration with their sudden appearance before realizing. “But if they're here, then they're not watching the rest of the Pride Lands! Tasty treats, here I come!” She said to herself before flying off to capitalize on this.

“Are you okay?” Fuli asked the hare.

“I am…” She confirmed before turning their attention to the nearby dens. “…but the others ran into the aardvark dens to hide! The mud's headed right for them!”

“It could bury them inside!“ Beshte gasped.

“And leave them buried forever!” Applejack exclaimed in horror.

“Then we have to get them out. C'mon.” Twilight quickly led the team ahead to do so.

“Till the Pride Lands and Equestria’s end...” Kion began.

“Lion and Pony Guard defend!” The others finished.

Back at Ono’s home with the dark clouds nearby with the storm having yet to unleash rain on them, Fluttershy decided to take a turn keeping the egg warm by using her long pink tail to cover it up.

“Thanks, Fluttershy.” Ono thanked. “Somehow I think my tail feathers fell asleep.” He then groaned when the Pegasus’s tail started shaking

“Oh, oh my…”

She moved her tail to seeing the shaking egg is now cracking.

“Hapana! You're hatching!” Ono realized when the egg broke apart to reveal a new-born silver-furred baby bird with a blue beak and dark brown eyes.

“Oh. What a cute little bird!” Ono awed while suddenly surprised with how big the baby is. “Okay, maybe not so little.”

Fluttershy happily gasped and gushed her eyes on this adorable new born chick. “Aww, Hello there, baby hamerkop!” The bird tweeted in response before walking around Ono. “What are you doing?”

“Oh!” Ono suddenly realized. “Of course. You're doing the Hamerkop Family Dance. That way we'll be bonded as a family...” He then also realized what that meant before quickly pleading to the happy baby. “Wait! Baby hamerkop, you don't understand. I'm not your family! Really! This is all a case of mistaken identity!” He pleaded to no avail. “My friends have gone to get your mom! And I hope they find her soon.” He then groaned and face-palmed himself with his wing to which Fluttershy had a disagreeing expression with Ono’s refusal to accept this kind gesture. After all, everyone in the Guard has a sibling like relationship with one and another and they each would have no problem either way.

At the same time, both Applejack and Beshte who work like brother and sister on the farm are both trying their hardest to force the bay with Twilight and Kyoga assisting them with her magic while the others move to get the hiding hares to safety.

“Twende Kiboko! Okay, guys! Get 'em out!”

“And hurry!”

Both the Guard’s Strongest called for them while Twilight continues to focus her magic on the incoming mud to help them keep it at bay.

“Hello hares! Time to get out!”

“Hey hairy-airy-airs! You can't be in there! The mud's coming!”

Both Pinkie and Bunga called to them from outside of the dens.

They all reluctantly poke their heads out of their hiding spaces with Kion, Fuli, and Rarity each caring one of them to safety.

“It's too scary out there!” One of them commented to Bunga still not budging along with his hiding companions. “Can't you just let us hide?”

Bunga wasn’t about to let that happen. “No can do. I gotta get you outta there. One way... Or another!” He then released gas from his bottom to get the hare to come out in discomfort from his terrible stench.

“Oh, I say!” One of them complained before Rainbow swooped in wearing a nose plug to fly them all away to safety joining Kion when he manages to carry away one more hare in tow.

“Is everybody out?” Kion then asked them.

Everyone of the hares looked at each other while Twilight does a head count until one of them speaks up seeing that one of them in fact is not with them. “Where's my sister?”

“I'll get her.” Rainbow immediately stated before quickly flying towards the mud with Twilight following after her while working hard to magically levitate all of the incoming mud aside.

The whole Guard watched in deep worry for the both of them when the mud starts to engulf them and they dive in deep down in the flowing pit for several seconds to get to the sole hare trapped down there.

“Rainbow Dash?”

“Twilight?”

Both Fuli and Kion called out for them worrying the worst has happened to them for a second until they suddenly reemerged with Twilight carrying the hare in her hooves with Rainbow carrying them to safety. Everyone cheered for them when they both managed to come in for a safe landing upon seeing that they are both okay and have managed to save the hare.

“You okay, Twilight?”

“You okay, Rainbow?”

Both Kion and Applejack asked of them.

“Never better.”

“Muddy, wouldn't want to do that again, but otherwise fine.”

Both mares assured them just when the rainstorm started to die down.

“Well that’s a relief…” Applejack expressed before noticing that the skies are starting to clear up “…especially now that’s it stopped raining now.”

“Oh, thank goodness.” Rarity expressed her relief before eyeing both the mare’s muddy fur coats. “At least you’re both okay and that’s what’s important no matter how much mud you both have fur and mane.”

“Yep.” Twilight nodded when the fashionista quickly pulls out a private cover and a bathtub to give the both of them a good bath now that the rainstorm is over.

“Oh, no.” Rainbow grumbled before finding herself being the first to be volunteered against her will into taking one.

Twilight giggled just out of ear-shot when she is dragged behind the shower curtain and into the tub by the tail before moving with the others to clear the mess created from the mud-slide with the sound of Rarity’s voice to call her back over when she is ready to give her a bath too.

Back at Ono’s nest, both Fluttershy and Ono look over the baby bird with the former wondering what they can do to wait until the mother bird comes back. The answer to that question is answered when the baby eyes a bug to snack on.

“Oh my goodness!”

“Hapana!”

Fluttershy quick flew over and caught the baby before it could fall out of the nest while swiftly using her tail to nab its desired snack.

“Phew.” She sighed in relief before handing the hamerkop the bug with her tail while looking aside.

“You really need to be more careful.” The egret chided. “You could have fallen into the thorn patch down below.”

The baby bird simply chirped before nuzzling its head into Fluttershy’s long pink mane. “Aww.” She likewise returned the nuzzle while bringing it in close. “Are you such a cutsie woostie birdie.”

The bird released another cheerful chirp before turning to Ono with a pleading look at smile hoping that he’ll come over and play to which Ono couldn’t release saying no to.

“Oh, all right.” He reluctantly returned before approaching the baby.

Elsewhere, both Twilight and Rainbow are both sparkling clean from their baths with Rarity looking on pleased with her work. Twilight normally doesn’t mind a little mud but she knew that Rarity was one never one to see a friend of hers carry around all of that filth on her fur. So she was couldn’t say no to her insisted generosity there.

“Thanks, Rarity, although you really didn’t have to do it.” Twilight said to the marshmallow-fur colored unicorn.

“Oh darling, I had to.” Rarity felt the need to justify. “I just couldn’t bear to see you walk around with all of that filthy mud on you.”

Twilight giggled when Rainbow spoke of her contempt towards the fashionista. “Maybe you could have.” She grumbled.

“Now, Rainbow Dash. What’s the matter?” Rarity teasingly asked.

“These…” She gestured to her mane being prettied up like she is about to attend the royal ball. “…was that really necessary?!”

“Of course. Now you look rather styling.” She remarked at the frowning Pegasus still pouting over being put in something to girly for her.

“I’ll get you for this…” She muttered under her breath before flying ahead and encountering something that caught her eye. “Hello, what do we have here?”

“What that…?” Twilight questioned up seeing it. “…that’s a nest.”

“A pretty big nest.” Kion commented upon seeing it.

“That's not a nest. It's a mountain in a tree!” Bunga suddenly says otherwise.

“Sure does like that way.” Pinkie said.

“Well whatever kind of nest that is, it’s still a nest.” Rarity acknowledged. “Question is what kind is it?”

“One way to find out!” Bunga replied before quickly moving to get inside.

“Bunga, wait!”

“Don’t!”

Both leaders of the Guard warned him against doing so uninvited but he paid no attention to their words.

“Rather rude!” Rarity reminded him who still decides to take a look inside against the other’s wishes.

“Hello? Anyone home?” He called from inside. “Whoa! This place is un-Bunga-lievable! I bet even Beshte could fit in here! What a nest!” He commented from his surroundings before finding an appealing sight that watered his lips. “And it's got grubs!” He started munching on them. “I could get used to this place.”

“Well, don't! 'Cause it's already taken!” The nest’s owner and creator told him before appearing with more twigs for the final touches on her nest.

“Oh! Hey Kulinda!” Beshte greeted upon recognizing her.

“And pardon Bunga’s behavior.” Rarity added. “We didn’t know who’s it was while walking by.”

“It’s all right.” She replied before making the finishing touches to her nest. “I had just finished making it. And now with these twigs in place it is ready.”

“Ready? Ready for what?” Kion asked.

“For my egg that’s about to hatch.” She answered.

“Where is it?” Twilight asked seeing that she doesn’t have it right now.

“Oh just under Fluttershy and Ono’s care.” She once again replied to which had both the leaders of the Guard turning to each other in confusion.

“I don't get it. If you already have such a great nest, why'd you leave your egg with Ono and Fluttershy?” Kion wondered still trying to make sense of it.

“You think this just happens?” She started with a tone she wouldn’t if she didn’t have a good reason for doing so in the first place. “My nest wasn't ready yet! There. Now it's perfect!I needed a safe place to keep my little wudgie-cakes while I built this nest! But now I can't wait to bring my egg back home.” She then thought and reacted with sudden frantic alarm in her voice. “There's nothing wrong with my egg, is there? Is that why you came? Because something's wrong?”

“No. Everything's fine.” Fuli quickly replied to calm her down.

“We just happened to come across you, and couldn’t help but wonder what was going on here.” Applejack added.

“And it’s greatly appreciated.” The mother bird kindly returned.

“Would you like some company?” Kyoga offered.

“I'd love the company. Thank you.” Kulinda accepted.

“Then, let's go!” Kion then moved to lead the way until noticing that someone is missing. “Uh, Bunga?”

“Coming!” He called out while emerging from the new nest with the grubs the mother bird had just gotten for her child. “Snack for the road.”

“I do hope Ono and Fluttershy really didn't mind too terribly watching my egg.” Kulinda hopefully expressed.

“You kidding?” Beshte asked if she was joking. “Ono and Fluttershy are the best when it comes to animals.”

“Yep! I bet he, she, and that little eggy are all cuddled up warm and snug right now.” Bunga added in agreement.

Elsewhere, the baby hamerkop has decided to hop and run off ahead with Ono following after him, a friendly game of tag while Fluttershy floats and watches from the skies.

Usually a game of tag when be fun and games for anyone, although it’s not quite very fun when Ono finds himself unable to keep up with the baby even though he isn’t really trying. The baby hamerkop even managed to give him a hard time by taking it through the field of tall grass. Fluttershy giggled seeing this while Ono was groaning just trying to through the tall grass while trying to keep up with the baby bird.

“Finally.” He said upon emerging from the grass before spotting the young bird eyeing another flying insect to want to snack on the edge of the cliff. “Hapana!” He exclaimed in horror to see the baby in a dangerous position before quickly shoving him away before he slip and fall into the stream of water nearby.

“What were you doing? Do you have any idea how dangerous that is?” He sharply scolded.

“Ono…” Fluttershy quickly intervened. “…She’s just a baby, he or she doesn’t know any better from just being born after an hour.”

“But Fluttershy I was just….” Ono tried to say in his defense.

“…be gentle.” She firmly reminded him. “Don’t be too hard on her.”

“I know but I didn’t help still on that egg till it hatched just to watch the baby get hurt.” Ono further argued.

“Baby steps.” She gently insisted. “Baby steps.”

“Okay…” He calmed down before turning to the confused baby. “Baby hamerkop, let’s going back to my nest to wait for your mom before anything else happens. You understand?” The baby hamerkop simply yawned in response.

Ono taking Fluttershy’s advice decided to go easy on him instead of forcing him back over to the nest. “Okay. Fine. We'll stay here a minute and rest. But in the tall grass, where it's safer.” He quickly gestured him to follow him back over there.

The baby hamerkop followed after him before leaning his head on the egret’s shoulder.

Ono despite what he said earlier allowed it while bringing the baby bird in with his left wing. “Uh... That's okay. You can lean on me if you want. You know, you're kinda cute when you're not getting into trouble. Sleep tight, baby hamerkop.”

Fluttershy smiled at this adorable scene before getting distracted when she saw the hawk she stared down from earlier fly by unaware that she is around.

She looked around for something that sparks her interest. “Nothing here... Hmm.” She suddenly sees one of the vultures Mpishi tailing her from a distance so she quickly turns around and surprises him by appearing right in front of him. “You following me, vulture?” She quickly demanded the startled vulture.

The vulture was left fumbling with his words. “Oh! Why, uh, yes. Yes, I was!” He quickly cleared his throat so he can speak more clearly. “You're a hawk, you know. And where there's a hawk, there's bound to be some food to pick over!”

“True.” The hawk acknowledged before allowing him to fly alongside him. “We hawks are quite the hunters!”

“With an eye for delicious meals, if I might say so.” The vulture said in a flattering manner before remembering he had yet to introduce himself. “Oh, I'm Mwoga, by the by.”

“Hello, Mwoga. I'm Mpishi.” The eagle casually returned the greeting.

“So Mpishi, what're you doin' 'ere in the Pride Lands? This ain't your territory.” He reminded.

“I've tried all the food in my territory. I thought I'd come here and try something new.” She calmly explained before adding in frustration. “But every time I try to grab a succulent bite around here, the Lion and Pony Guard's there to stop me.”

“The Lion and Pony Guard?” He remarked. “Oi, if they're on your tail, you're outta luck.””

“Maybe I just need a little help outwitting the Lion Guard.” She then thought of an idea. “What do you say? Wouldn't you like a fresh meal?”

Mwoga didn’t really sound interested before expressing his disgust. “Fresh? Bleagh! This beak only touches Grade-A carrion!”

This got Mpishi expressing her disgust in return for his special taste in food likewise. “Carrion? Leftovers? You call that a meal?”

“Well, yeah.” He answered with a water-mouthing slurp at his idealistic taste. “Tender. Tasty. And it never tries to run away!”

“Maybe…” She didn’t even deny his point made. “…but a truly great meal is fresh!”

A Real Meal

Seeing the differences in their preferred diet, Mpishi then proposes a compromise in exchange for his help.

“How about this? You help me, and I will let you have all the scraps you can eat.”

“All the scraps I can eat?” He was surprised. “I might 'ave to talk to the committee 'bout it...”

“Now or never, Mwoga.”

“Mpishi, you got yourself a deal!” He answered with a smirk to Mpishi who smirked back before flying off together with a mutual agreement.

Fluttershy having witnessed this knows this needs to be dealt with before it could happen.

Back at Ono’s tree, the rest of the Guard along with the mother bird have all arrived ready to see the baby and it’s caretakers.

“I bet Ono and Fluttershy will be happy to see you!” Kion said to the baby’s mother.

“Yes. And I can't wait to see my eggie-pie!” She happily expressed before flying up to the nest expecting the three to be up there. “Here comes Mommy!” She gasps when she sees that they are all not there along with the broken egg shell remains. “My egg!”

“What about it?!” Rainbow urgently questioned before flying up to see what’s gotten her so frantic. “Whoa! It hatched!”

“Yes! And it's gone!“ Kulinda cried out to which awoke the baby bird from his nap.

The baby bird was delighted to hear the sound of the mother’s voice before hopping on over there.

“Hapana!” He exclaimed after awakening and seeing that the baby bird ran off again.

Kulinda was very relieved and overjoyed upon seeing her baby is okay. “There you are! My little one! I'd know you anywhere!”

Just when both mother and daughter are doing their special bonding dance together, Ono comes flying over with great worry on his face. “Where's my baby?”

Everyone was suddenly surprised with what came out of the egret’s mouth. Throughout the time they’ve spent together, Ono’s grown a very family-liking bonding with the baby.

“Uh, what'd you call it?” Fuli asked with a teasing smile.

Upon realizing what he just said he hastily tried to correct himself. “Uh... The baby. Her baby. Your baby.”

“Sure you were, darling.” Rarity returned unconvinced with a knowing smile when the two birds resume their bonding dance together to which Ono saw as a lovely sight.

“Aww, that's nice. She really is your baby.”

“Oh, Ono, thank you so much for watching her.” The mother bird thanked. “I knew you and Fluttershy would be perfect for the job!”

“It was nothing, really.” Ono humbly replied when Kulinda just noticed Fluttershy's not here.

"Speaking of Fluttershy where is she?"

"Observing us from up high..." He answered before seeing that she is not around. "...or at least was around."

"Where did she go?" Twilight wondered when Kulinda suddenly realized something else was missing...

Suddenly the baby hamerkop has once more disappeared from Ono’s sight after finding another insect to snack on.

“My baby! Where is she?” Kulinda gasped.

Ono quickly flew up and used his keen sight to spot her. “Oh, where'd you go this time?” He wondered before managing to spot her at the river again and turning back to alert everyone. “She's at the river! We need to hurry!”

“On it!” Fuli and Rainbow both stated before quickly flying after her just when she reached the edge.

By then Fuli was just a fraction of a second late from catching her. “I missed!”

“I got this!” Rainbow assured before quickly flying over to the log she fell on and snatching her out of harm’s way since the log was headed straight down a big waterfall.

“Phew.” She sighed in relief before quickly spotting something that had her holding on tight to the bird and plopping down into the water on her back.

“Hapana!”

“No!”

Both Ono and Kulinda exclaimed when the hawk from earlier swooped by once more.

“Whoa. Didn't see that comin'.”

“Me neither.”

Bunga and Pinkie both commented in surprise.

“It's that hawk again!” Kion recognized before leading the Guard in the hawk’s direction. “We'll follow them and see what we can do!”

“Leave the baby hamerkop alone!” Ono demanded when Rainbow shielded the baby bird from the predator trying to attack her on water.

“And leave the Pride Lands without trying at least one of its specialties? I don't think so!” The hawk refused to back down before suddenly meeting herself face to face with Fluttershy again. “What! Not you again!”

Fluttershy wordlessly focused her stare once more on the hawk which had her cowing into submission while futilely shielding her eyes from her powerful glare. This bought time for Rainbow to just coolly slide back to watch the show before flapping her wings when she reached the end of stream leading to the waterfall. In addition, this left the hawk distracted to the point she didn’t see Ono and Kulinda both move in to slam into her which sent her spiraling down towards the ground.

Rainbow smiled very pleased to see that while unaware that the vulture is advancing on her…

…at least until Pinkie suddenly appeared along with Bunga and tackled the vulture to the water at the bottom of the waterfall.

“YAAAH!!!” The vulture screamed upon plummeting into the water from a high fall.

Both Pinkie and Bunga emerging from the water unharmed both high-five each other for their success before pulling the knocked out vulture out of the water so the former can use her party canon to launch the vulture back into the Outlands.

When Mpishi got back up on her feet she suddenly finds herself surrounded by the Lion and Pony Guard seriously frowning towards her for her actions.

“For the last time, hawk, leave the Pride Lands! Now!” Fluttershy aggressively repeated.

“And don’t even think about coming to Equestria!” Twilight crossly added.

“I hear you. Fine.” She relented with raised wings. “I won't hunt in the Pride Lands anymore or even set foot in Equestria. No dish is worth this aggravation. Especially if you hit with that powerful stare. Oh, it’s so scary.”

She quickly flew away back to her territory before facing further punishment from them to which had Twilight very pleased with her cooperation.

“Good.” She said before Rainbow moved to give Kulinda her baby bird back on the ground to where mother and daughter both share an embrace together.

“Kulinda. We're so glad you and your baby are back together again.” The Lion Guard’s strongest happily expressed.

“Well, we wouldn't be if it weren't for all of you.” She replied while turning to her biggest saviors of the day. “Especially you three, and that's why I want to thank you with something special. I want to name my baby after you, Ono.

“Two Ono's?”

“Won't that be confusing?”

Both Bunga and Pinkie questioned in confusion while Fuli and Rarity both found Kulinda’s name choice very endearing.

“No. The baby's a girl, so I'm naming her "Ona."” Kulinda corrected them.

“And that is a very fitting name for her.” Kyoga agreed with the mother’s choice with the baby bird chirping in delight.

“Hey...She likes it!” Ono chuckled before speaking to the baby himself. “I'm gonna miss you, Ona. But I promise I'll visit, okay?”

“Me too.” Fluttershy softly added when the baby bird suddenly moves to hug Rainbow Dash to thank her for catching her.

“Me three.” Rainbow added while rolling along with it since Ona really likes her for saving her.

“You're all welcome anytime.” Kulinda informed them. “But we consider you family now, so when you do visit, you know what you have to do.”

Ono sighed slightly but smiled before agreeing. “Okay. I'll give it a try.”

The three birds share their bonding dance and chirps together with both Fluttershy and a slightly reluctant Rainbow Dash joining in with most of the Guard awing at the adorable sight.

The hawk then flew back to her territory in defeat before flying towards her nest.

“Dang, Lion and Pony Guard!” She cursed to herself. “I would have gotten away with it if it weren’t for that pesky egret and that horribly glaring Pegasus!”

“I know right.” A sinister voice spoke to her, a voice that belongs to Scar who immediately appears lounging right next to her nest to which startled her. “The Lion and Pony Guard is such a nuisance.”

Mpishi was left startled by his sudden appearance. “What, Scar?! But how?!”

“How is not important.” He simply responded to the wide eyed hawk. “What’s important is that if you want to get you want in life, you’re going to need some help. And fortunately for you…” He added while offering a fried mouse on a stick. “…you have someone willing to give you that opportunity. That is of course, if you’re willing to listen to what I have to say…” He tempted with a matching smirk while waggling his offering to her now on a silver plate.

Mpishi wasn’t sure what to say, but at the same time he was offering her a once in a lifetime opportunity that is hard to pass up on. So she moved to accept his offer. “What do you have in mind in particular that’ll help me?” She inquired while smiling and listening intently.

“Well…” He motioned her to come close so he can whisper the plan to her.

Mpishi listened and then smiled with what he is hearing. “Oh…” She liked what she was hearing. “…I see. Count me in!”

“Excellent.” Scar sinisterly spoke with a pleased and sadistic smirk plastered on his face with his eyes glowing green to show that his hunger and thirst for power is growing stronger with each passing day and is about nearing its fruition.

Author's Note

In the last Lion Guard episode in Season 3, we have both Ono and Fluttershy watching after an egg with a soon to be born baby inside of it while it's mother tries to build a nest for in order to have a safer environment once her baby is born.

For starters, I found some highly questionable marks in regards to leaving the egg in Ono's nest without consulting him about it first, so I fixed it up a little with that bit of dialogue to resolve that.

Other than that, it was pretty much straightforward with the dynamic between the two with Fluttershy playing the kind and gentle mother to Ono's hard and slightly over-protective father mode. And with Fluttershy's kind insistence to Ono, he was able to lighten up to the point he is just a protective father-like figure to the baby bird who is then named Ona.

As the episode's antagonist is defeated after her failed attempt to snag a meal outside of her home, she then moves to accept a once in a lifetime opportunity for revenge and getting meal entitlements by the Big Bad whose new plan to take over the Pride Lands is nearing right around the corner with Season 3 nearing it's end.

Next up is "Magical Mystery Cure." where I'm sure everyone knows what it's store for Twilight in this upcoming musical packed episode which I will note will serve as the penultimate episode of Season 3 to set up the upcoming four-part finale I have planned for sometime in late September / early October so stay tuned until then.

Episode 21: Magical Mystery Cure

Episode 21:

Magical Mystery Cure

Another day in Ponyville is another day of friendship and smiles for everypony. And today was certainly a very special day here since everyone is in a cheerful and musical mood today with Twilight for the first time since the wedding starting the morning with a very cheerful tune.

“Morning in Ponyville shimmers.

Morning in Ponyville shines.”

Twilight sang as she walked by Spike’s bed before trotting outside of the library.

“And I know for absolute certain, that everything is certainly fine.”

She trots into town and jumps onto the fountain as the mayor passes by talking to two ponies holding notepads in their mouths while Ma Tembo and Mtoto along with his mother are all going out for a walk around Ponyville.

“There's the Mayor en route to her office. There's the sofa clerk selling some quills. And there’s Ma Tembo walking with friend and her son across town.”

She sang as she walks by the pony holding a quill in an open case.

“Morning, Twilight!” Ma Tembo happily said in Twilight's direction as she walked by.

“Good morning.”

“Yeah! Good morning, Twilight!”

Both mother and son happily greeted as she walked by.

“My Ponyville is so gentle and still.”

She continued to sing as she passes by the café and runs up to a couple of fancy ponies where the male pony is reading a menu and the lady is sipping on tea.

“Can things ever go wrong? I don’t think that they will.”

At that moment she stood on the table and tap danced while the fancy couple smiled at the sight as the waiter decided to get on the nearby table and tap dance the same moves Twilight had just performed as well before helping her down from the table along with the male pony as she continued to sing as she made her way through town.

Kion having arrived at the café just in time to see Twilight’s cheerful mood and dance walked by her side while getting in on the singing while she trotted ahead.

“Morning in Ponyville shimmers.

Morning in Ponyville shines and I know for absolute certain that everything is certainly fine.”

“Watch out!” Ono’s voice cried out to them before Fuli quickly tackling both Twilight and Kion away before water could splash onto them.

“Rainbow Dash, how many times do we have to tell you? That’s not funny!” Kion scolded the pony responsible for this.

“About that…” Fuli began before the culprit’s voice spoke up to which was something that Kion didn’t expect to hear at all.

Said voice came from their white-furred unicorn friend, Rarity. “Terribly sorry, darlings. I'm afraid I'm... I'm not good with the thundery ones.”

Upon close inspection both Twilight and Kion see that Rarity has Rainbow Dash’s cutie mark on her flank instead of her three blue jewel mark. And not only that, they also see that Ono’s Mark of the Guard is orange instead of grey.

“What…?” Kion gasped.

“Something tells me that everything’s not going to be fine.” Twilight then said with sudden worry in her voice.

“It sure is looking that way.” Fuli agreed with a serious tone of voice.

“What are you doing?” Kion inquired as he and Twilight walk up to her. “And why is your Mark of the Guard a different color?” He asked the white egret.

“What happened to your cutie mark?” Twilight asked Rarity while pointing the mismatched mark on her flank.

“I don’t know, Kion.” Ono replied to the best of his knowledge upon taking a glance at it.

“Whatever do you mean, Twilight? I'm simply doing what I've done since the day it first appeared. Does my sky look fabulous or what?” She asked her as she pointed a hoof to the sky where multiple clouds cover Ponyville both snowing and raining at the same time.

At that moment Rarity is suddenly faced with an angry mob for the bad weather she is inadvertently casting with both leaders of the Guard struggling to poke her head up to directly speak to her.

“Everypony just calm down!” Ono ordered of everyone why appearing on the scene. “The weather has just been experiencing some pony mismanagement but we’ll be getting it fixed shortly. Please don’t crowd around the unicorn trying to get a handle on this!”

Before Kion could try to step in and intervene, Twilight placed a hoof on his chest to stop him. “Let’s let Ono handle this because these ponies are really making it difficult to talk to her.”

“I’d hate to say it…” Fuli admitted. “…but I’d have to agree with her. We better get the rest of the Guard together if we want to be able to get her out of this.”

As much as Kion doesn’t like doing this, both Twilight and Fuli are right. They need more help from more of the Guard in order to help Rarity get the angry mob off of her back.

After Twilight briefly strays away from both Kion and Fuli so she can fetch Spike before rejoining them they then head on over to Fluttershy’s cottage.

Spike released a sleepy yawn as they reached the cottage still trying to wake up. “I still don't know what you had to wake me up for. I love sleeping in the rain.” He asked just when they both catch up to their friends.

“Well regardless of what you like sleeping in, it’s because whatever the reason is, is important.” Fuli replied.

“It's not about the weather, Spike.” Twilight explained. “Rarity had Rainbow Dash's cutie mark while Ono had a differently colored Mark of the Guard and it’s said this was Rainbow Dash's cottage.”

“Something strange is going on...” Kion deduced when they arrived at the front door with Twilight knocking on it.

The door opened slowly revealing a nervous Rainbow Dash instead of Fluttershy like they expected.

“Hey, guys.” The blue Pegasus greeted rather embarrassed of being seen here.

“Rainbow Dash? Why is Rarity is doing your job?” Twilight asked just when they suddenly heard a crash inside causing Rainbow Dash to rush back in.

“And what in the Pride Lands is going on in…here?” Kion also asked as Twilight opened the door with her magic to reveal many animals acting hectic inside. Hundreds of animals are roaming freely as Rainbow Dash tries and fails to take control.

“These animals don't listen, no, not one little bit”

Rainbow Dash sang, picking up Gummy and putting him in a bird cage.

“They run around out of control and throw their hissy fits.”

She sang as she observed a cat hissing and tearing up the curtains.

“It's up to me to stop them, cause plainly you can see.”

Rainbow Dash sang as she tried and failed to catch a bird only to crash face first into the wall as the bird escaped into a mouse hole.

During the ruckus, Fuli quickly rushed over and scooped up her kitten friend before a glass plate can fall and crash onto her.

"It's got to be my destiny, and it's what my cutie mark is telling me.”

Rainbow Dash sang as she showed her friends Fluttershy’s cutie mark on her flank to explain to them why she is here.

“What?!” Both Kion and Fuli softly exclaimed at this startling sight while Twilight looks on while tilting her head to side without a hint of emotion on her face.

Nevertheless, the three would then make their way over to Sugarcube Corner where they arrive to see Fluttershy along with Bunga blowing into balloons to try to please the audience of ponies they are facing. Bunga managed to do well at it but as for Fluttershy however, the tip of the balloon escaped her mouth and flew away causing her to release a nervous grin.

“I try to keep them laughing, put a smile upon their face.”

Fluttershy sang as she follows Bunga’s lead and puts on a gag pair of glasses with a fake mustache and eyebrows yet the crowd still isn’t pleased.

“But no matter what I try, it seems a bit of a disgrace.”

Fluttershy continued to sing as she along with Bunga blow into a party horn which finally gets laughter from the ponies.

“I have to entertain them, it's there for all to see. It's got to be my destiny, and it's what my cutie mark is telling me.”

Fluttershy sang as she looked her flank showing she has Pinkie Pie’s cutie mark at the same time Bunga takes a brief unconcerned glance at his lavender gray Mark of the Guard.

“Poor Fluttershy.” Spike commented in pity while tossing the funny face glasses away.

“What is going on?!” Kion asked of his best friend while eyeing his different Mark of the Guard.

“I wish I knew.” Bunga simply shrugged before focusing his efforts in further attempting to coach Fluttershy in the field of comedy. “I wake in the morning expecting to entertain the crowd with Pinkie Pie only to be greeted with Fluttershy instead when she appeared having party balloons on her butt.”

“Any idea where Pinkie ran off too?” Kion asked while trying to ignore his friend’s misuse of proper wording.

“I think so.” He replied thinking he does know the answer before singing it.

“She said so to me before leaving

Something about heading on over to Sweet Apple Acres

After apples appeared on her butt.”

“Any chance you can try to say flanks more properly?” Fuli asked with a tone of slight disgust of his poor word choice.

“Sorry but no promise.”

Bunga added in song with a stiffed chuckle at his own joke.

“Ugh!” Fuli rolled her eyes before heading on out with the others.

There at Sweet Apple Acres where they came across Beshte along with Pinkie Pie attempting to shake the apples of the trees. While Beshte having a talent in strength was able to do so no problem even when his Mark of the Guard is colored light blue instead of gray. Pinkie however, had trouble even with her hooves only her hair was completely straighten and drained of excitement and having Applejack’s cutie mark on her flank instead.

“I don't care much for pickin' fruit and plowin' fields ain't such a hoot. No matter what I try, I cannot fix this busted water chute!”

Pinkie sang as an apple fell on her head before unsuccessfully trying and failing at performing work at the farm with only the kind assistance of the Lion Guard’s Strongest to try to guide her through it.

“I've got so many chores to do, it's no fun being me.”

She sang as she carried a cart of live chickens with one chicken laying an egg on her head.

“But it has to be my destiny, cause it's what my cutie mark is telling me.”

She sang as she tried to get more apples down from the tree only to have a few land on her head instead of the bucket.

“I wish I knew what was going on?

All I know is Applejack’s cutie mark changed overnight.

And when I came here

Applejack was on her way over to the Carosuel Boutique

And Pinkie Pie arrived here.”

Beshte sang in melody to the group.

So with that, the trio leaving Pinkie Pie be for now as they decided to head on over where Applejack is who is currently at Rarity’s boutique trying to sew up a dress. And suffice to say it is not going well for her.

“Lookie here at what I made, I think that it's a dress. I know it doesn't look like much, I'm under some distress.

Could y'all give me a hand here and help me fix this mess?

My destiny is not pretty, but it's what my cutie mark is tellin' me.”

She sang as she sadly looks at her flank which shows she has Rarity’s cutie mark to confirm why she is here.

“How?” Fuli whispered to the others. “How is this possible?”

“I think I might now what?” Twilight answered after some deep thinking.

“What do you mean?” Fuli asked before nodding when Twilight gestures her to discuss this somewhere else.

While the three head on back to the library they pass by Rarity along with the other ponies with their mixed up cutie marks on the way back.

“I'm in love with weather patterns, but the others have concerns

For I just gave them frostbite over top of their sunburns

I have to keep on trying, for everyone can see.”

Rarity sang as she kept every cloud in a fashionable pattern instead of regulating each in order to promote a normal weather pattern even with Ono trying to help her out.

“No, no, no, Rarity!

Too hot! Too hot!

No!

Too cold! Too cold!”

Ono sang while being the unfortunate victim of Rarity’s accidental weather handling.

“It's got to be…”

“It's got to be…”

Both Rarity and Fluttershy sang.

“My destiny.”

Both Pinkie and Applejack sang before everyone finished together.

“And it's what my cutie mark...”

It's what my cutie mark.

Yes, it's what my cutie mark is telling me!”

The three got back to the library where Twilight immediately goes straight to the source of what might have caused all of this. One of the newer books she had just received earlier.

“What’s going on? Why is this happening?” Kion asked trying to understand all of this.

“Yeah, what he said.” Spike repeated in agreement.

“Last night when Spike was taking one of his seven-hour bubble baths, I got a special delivery from the princess.” Twilight explained to both Kion and Fuli as she recalled accepting a package from the mail.

Said package contained a journal and a letter inside.

“Dear Twilight Sparkle,

The spell contained on the last page of this book is Star Swirl the Bearded’s secret unfinished masterpiece. He was never able to get it right, and thus abandoned it. I believe you are the only pony who can understand and rewrite it.

Princess Celestia.”

Twilight eagerly smiled before flipping to said page to find out what said spell is.

“From one to another, another to one. A mark of one’s destiny singled out alone, fulfilled.” She recited trying to figure the spell out while seemingly unaware when the magic from her tiara transferred onto the other’s necklaces with her back turned before retiring for the night.

“I cast the spell so I could find out what it was, but nothing seemed to happen. But now I know something did happen. The spell has changed the Elements of Harmony! That must be why their cutie marks are all wrong!” Twilight further explained before eyeing both Kion and Fuli’s marks on their left shoulders.

And what she saw was nothing very alarming. The Mark of the Guard’s on their arms are still there although Fuli’s is silver and Kion’s is a more lighter shade of orange to the point it’s barely visible at all.

“And it seems that’s not the only the spell I cast did.” Twilight added while holding up their arms to show them of what else happened. “Because everyone’s Marks of the Guard are all mixed up too.”

“Hevi Kabisa!” Kion exclaimed upon seeing his barely visible cutie mark. “I didn’t even notice that!”

“Whoa!” Fuli exclaimed finding the color very odd on her coat of fur. “Me neither! What is this Freaky Friday expect on a Tuesday?”

“So just cast a counter-spell to switch them back.” Spike offered a suggestion.

“Mmh.” Twilight quickly skimmed through the book that contained the original spell she casted with hopes for said information, but found nothing. “There is no counter-spell.”

“Huh?” Both Kion and Fuli questioned sounding bewildered by that statement.

Spike then thought for another moment and then smiled when got another idea. “Why don't you just use that memory spell you used to fix everypony when Discord was here?”

“It's not their memories, Spike. It's their true selves that have been altered!” Twilight immediately rejected that idea.

“Zecora’s cure for the cutie pox?” Spike further suggested.

“Oh, really?” Fuli remarked with faux surprise. “How did we miss the spots on our and their faces?”

“I don’t know?” Spike replied feeling really lost on how to answer that while recalling they really don’t have the spots on their body.

“Well that’s because none of us have the cutie pox.” Fuli answered for him. “And if one of us did we’d be running around with non-stop talent and I’d running here and back every two seconds.”

“Besides, That won't work either...” The lavender mare added in a tone of forced guilt as she put her hoof on Spike‘s shoulder after closing the book and handing it to him before turning around to head up the stairs.

“Well…” Spike sighed trying to sound optimistic about the situation. “Maybe it won't be so bad. Maybe our friends will grow to like their new lives.”

“Maybe Spike. But they're not who they are meant to be anymore. Their destinies are now changed. And it’s all my fault.” Twilight responded as she continues making her way up the stairs and to her room acting very downcast of what she has done.

As Twilight heads up the stairs, the trio of friends inside could only look up feeling sorry for her while knowing she didn’t mean for this to happen with both Spike and Kion feeling very sad seeing her like this.

Just then Kyoga walked inside the library with something on her mind. “Kion, there you are.” She greeted having not noticed his back faced in the upstairs room at first. “I was just looking for you. I don’t what’s going on but it’s like Freaky Friday on a Tuesday here in Ponyville with…” Fuli turns to face her with a serious expression to let her know they’re aware. “…okay. Never mind.”

The four slowly tiptoe their way up the stairs so they can all check up on Twilight to make sure she isn’t feeling too blue in her darkened room with the current rainstorm going on outside. And from the sounds of it, it doesn’t sound very good from the tone from her singing.

“I have to find a way.”

She sang as she looked out the window.

“To make this all okay.”

She sang as she placed a hoof on the window looking at a now lifeless Sweet Apple Acres with a depressed Pinkie looking around to her empty surroundings with Beshte the only one around watching from afar not sure of what to do to help her.

“I can't believe this small mistake could've caused so much heartache.”

“Oh why, oh why?”

She sang as she smiled seeing Rarity with her mane completely drenched and everypony still furious at her even with Ono trying to defuse the situation to the point everyone refuses to talk to her even when her neat and tidy mane is wet and soaking.

“Losing promise

I don’t know what to do.”

She sang watching Applejack condemning Rarity’s shop from afar by nailing the windows shut along with closing her business down for good. Along with that Rainbow is sitting in the middle of the cottage inside having given up on trying to tame Fluttershy’s family of critter friends. On top of that, Bunga is futilely trying to cheer up a disheartened Fluttershy lying on her back in defeat at the unhappy group of ponies around them.

“Seeking answers I fear won’t get through to you.”

“Oh why, oh why?”

She finished singing just when her friends come inside the room with both Kion and Spike the first to approach her.

“Oh, what have I done?” Twilight said in despair to the point she is about to cry with the only thing Kion could do is place his paws on her shoulders in an effort to comfort her.

“Aw, come on, Twilight, you'll figure out a way to fix this.” Spike attempted to assure her. “These are your friends.”

“And we hold nothing against you for what happened.” Fuli added with sincerity. “Sure you can change our marks, but you can’t change who we are.”

“Exactly, Twilight.” Kion supported that statement paying no attention to his different colored mark on his shoulder. “And even different marks and colors don’t define one’s passion and true talents.”

“You’re right.” Twilight then said with a sudden resolve before leaping off of her bed and trotted towards her closet to pull out the chest containing the Elements. ”And I know just what to do.”

“You do?” Spike asked while smiling at her regained confidence when she places her tiara on her head.

“I may not be able to remind them of who they are, but I can show them what they mean to each other. They'll find the part of themselves that's been lost so they can help the friend they care about so much!” She said to them before levitating the chest into his arms before leading the way. “Come on, Spike, Kion, Fuli, Kyoga!”

“Well, that was quick!” Fuli remarked very impressed with her quick recovery. “Just my style.”

“Never one to give up.” Kyoga added with a small chuckle. “Even when she is starting to sound like me.”

“Come on!” Kion ushered everyone after her with a smile seeing that the unicorn is now back on her hooves.

The five friends all made their way through town and found their first friends Fluttershy and Bunga up ahead with the former dragging her bag to the nearby hot air balloon having decided to leave town due to being unable to draw laughs from everyone here.

“Come on Fluttershy! Don’t go!” Bunga pleaded the mare dragging her bag on the ground.

“I’m sorry, Bunga.” Fluttershy apologized. “But I’m afraid I don’t have a choice. My sense of humor isn’t quite as funny as you.”

“But what about the Lion and Pony Guard?!” Bunga argued. “You can’t spell teamwork without everything letter in it.”

“I’m sorry but I must go.” Fluttershy slightly asserted before preparing to head the owner of the balloon her bits.

“Fluttershy, wait!“ Twilight called out to her just before she can make the exchange.

“Oh... Hey, Twilight...“ Fluttershy sadly and flatly responded with her head and sprits down and low.

“Where are you going?“ Kion inquired.

“I'm moving back to Cloudsdale.” She answered while continuing to look away. “I don't know what's wrong, but I can't seem to make any pony laugh…” She said in the same tone as she deflated a whoopee cushion with a very flat sound causing Twilight, Kion, Fuli, and Spike to give each other “okay?” looks.

“Probably would have done it better had you arranged it for someone to sit on it.” Bunga advised before snatching the prank toy and quickly moving to trip up Kyoga’s legs to have her accidentally sit on the cushion. “See like this!” He laughed while Kyoga looked on at him with an annoyed expression and tossed aside the deflated novelty aside.

“Not really.” She whispered to Bunga clearly not amused by his prank.

Focusing on what’s more important Twilight approached her friend. “Before you go, I was wondering if you might be willing to help Rainbow Dash. She's really struggling with her animals.”

“But... I don't really know anything about animals...“ Fluttershy replied unsure of herself as she rubbed her hooves together.

“But you do know something about Rainbow Dash.” Twilight reasoned to which causes Fluttershy to think about for a moment of deep thought before answering with regained confidence.

“I... know that she's a true friend, and I'll do anything I can to help her.” Fluttershy answered now smiling again.

“That’s the spirit!” Fuli said pleased with Fluttershy’s restored faith in herself before they all make their way back to the cottage.

Just when they get to the door they hear a banging sound on the door from inside along with a cry of help from the mare inside. “Help.”

“Rainbow Dash!” Twilight exclaimed as she opened the door, revealing the sight of all the animals going crazy holding forks and spoons in their paws circling around the tied up Pegasus in the cauldron.

“Hevi Kabisa!” Kion exclaimed at the sight.

“That bad that fast huh?” Fuli remarked looking on pretty surprised that they would go that extreme over something not to their liking.

“How did that happen?” Bunga wondered.

“Help! I'm trapped!” Rainbow Dash pleaded for mercy from the animals preparing to make a meal out of her.

“Hurry, Twilight!” Can't you do some sort of spell to get her out?” Fluttershy asked her urging her to do something about it.

“No.” Twilight shook her head. “Fluttershy, you're the only one who can help! Rainbow Dash needs you!” Twilight assertively told her that this something she and only she herself can fix it.

Fluttershy looks around before stepping forward to try something. “Um... Hello? Little... woodland creatures?” She kindly started to ask to get their attention but it was not enough as they kept rampaging throughout the house.

“I know that you're all very upset and feel like giving Rainbow Dash a hard time, but we'd all really appreciate it if you'd calm down and, um, maybe... rest for a bit?” Fluttershy continued to kindly ask them to listen to her not giving up and that was now enough to get the critters attention as they all stop rampaging and focused all eyes on her as they approached her.

Her friends smiled seeing that Twilight’s plan is working.

“Oh! Uh... look!” Fluttershy then said as she quickly flew to get a bowl of salad “Here's some nice, juicy leaves for you to munch on.” She placed the bowl down on the floor allowing the bunnies, mice, and squirrels to happily munch on it before placing nuts and acorns on the floor in front of the other mice and squirrels.

“And some crunchy, munchy acorns too." She added and addressed the mice and squirrels who happily munch on them too. “Uh, wouldn't you like to take a break and have a little snack?” She asked the other angry critters at the cauldron and pointed them towards the pile of food.

They shrugged and put their utensils down to join the rest of them. All of the animals were now having a feast.

“Aww, look at that. I guess you were all just cranky because you were hungry.” Fluttershy said now pleased to see that all of the critters have now calmed down and are happy again.

Angel looked back to see Fluttershy and immediately hopped in her hoof to hug her. “Oh, you are very welcome, little friends.” She is then scooped up for a great big hug from Harry the bear to thank her for quickly resolving the issue.

“Goodness, it's like I can understand them” Fluttershy said in realization with a pink aura glowing around her body. Fuli quickly takes this opportunity to get Fluttershy’s element out of the chest and around her neck. “I... I feel strange, like... like this is what I'm meant to do, like this is who I am! My destiny!” At that moment Fluttershy’s memories were restored. “Wha... what happened?” She asked upon feeling the surge going through her mind and body.

“Fluttershy look!” Kion told her as he pointed towards her flank which has her true cutie mark on it which Fluttershy immediately notices and is delighted by the sight of it.

Twilight seeing that her plan worked then happily bounced around her restored friend in delight. “It worked! It worked! Oh I’m so glad you’re back to normal! Now we need your help!”

With a new way to fix the damage created, Twilight began singing to lift everyone’s spirits up.

“A true, true friend helps a friend in need.

A friend will be there to help them see…”

A squirrel suddenly noticed that the mouse didn’t have the chance to receive his snack, so the squirrel offered the acorn to the mouse which he happily accepted.

“A true, true friend helps a friend in need, to see the light that shines from a true, true friend.”

Both Twilight and Fluttershy both sang together when both Kyoga and Rainbow Dash called out to the two girls.

“Um, girls?” The former interrupted briefly while gesturing to the latter.

“A little help here!” Rainbow Dash also called, reminding them she was still tied up. “Friend trapped inside, remember?”

“Oops.” Twilight giggled before coming over to help her out. Once she was free she continued singing.

“Rarity needs your help, she's trying hard, doing what she can.”

Twilight sang directing Rainbow’s attention to Rarity currently still strugglingwho is struggling to control the clouds.

“Oh thank goodness you’re here

Because as you can see it is a messy rainstorm here.”

Ono sang while flying over to the weather pony.

“Would you try, just give it a chance. You might find that you'll start to understand.”

"Pretty please?"

Fluttershy and Fuli both sang separately to encourage her to which Rainbow Dash does so reluctantly.

She flies up still unsure of herself before working the courage to kick it causing it to dissipate. Rainbow personally was silently amazed with herself with how easy it is. “It’s like I was meant for this.” She thought to herself.

Rarity crying under the rainy weather in distress over her predicament in emotional pain is suddenly greeted with clear skies thanks to Rainbow Dash clearing them all away in ten seconds flat. Much like the skies and Rarity’s mood, it was all smiles and sunshine here in Ponyville.

Her friends quickly run up to her with Twilight putting on the blue pony’s element around her neck allowing her memories to be restored along with her cutie mark.

“A true, true friend helps a friend in need

A friend will be there to help you see

A true, true friend helps a friend in need

To see the light that shines from a true, true friend.”

Twilight, Fluttershy, Kion, Fuli, Kyoga, and Bunga all sang together when the elements magic has Rainbow shining bright and better than ever.

“Uh, what just happened?” Rainbow Dash asked with the flow of her memories just coming in.

“There's no time to explain.” Twilight said. “But we need your help. Applejack's trying to make dresses!”

“Say no more!” Rainbow Dash returned with a confident smile while everyone turns to Rarity who gives a confused look wanting to know what her friend is talking about.

To be given proof in the pudding she is led on over to her boutique store where she finds Applejack is tiredly held herself near the sewing machine with sweat dripping on her face. She then cried when she failed once more with the sewing machine breaking down as a result from it being worked too hard.

“Applejack needs your help. She's trying hard, doing what she can.

Would you try, just give it a chance. You might find that you'll start to understand.”

Rainbow Dash sang to Rarity as she looked around her surroundings while being very hesitant to do anything as she walked up to the distressed farm pony.

After a moment, the fashionista worked the courage to work her true talents starting by levitating the fabric off of the table.

“Don’t need these anymore.” Kyoga commented while wheeling Applejack’s terrible creations out of the room.

“Affirmative.” Ono nodded.

“A true, true friend helps a friend in need.

A friend will be there to help them see. A true, true friend helps a friend in need.

To see the light that shines from a true, true friend.”

The Lion and Pony Guard member’s presents sans Applejack sang together, all while Rarity quickly restores the place to its former glory before Twilight approached the unicorn and levitated her element around her neck so her memories and true cutie mark can be restored.

“Oh my, what a terrible dream I had.” She said in relief when everything all comes back to her before turning to Applejack who grinned nervously while standing beside her recently created and unsuitable dress… “Or maybe I’m still having it.”

"Oh this is all real, Rarity." Ono told her. “Otherwise we wouldn’t be telling you ourselves.”

“True, darling, true.” Rarity nodded before facing Twilight who had something urgent to tell her.

“Rarity, Pinkie Pie is about to lose the apple farm. We need Applejack's help! We need Applejack’s help!”

“Lose the apple farm?” Rarity asked while turning to and approaching Applejack. “Well we can't let that happen, now can we?”

“Pinkie Pie is in trouble.

We need to get there by her side. We can try to do what we can now.

For together we can be her guide!”

Rarity sang while leading Applejack back over to the lifeless farm alongside their friends where they come across the troubled pink pony struggling to fix and lift the water chute.

Applejack was quick to jump on the crate she was standing on before placing it back together for her while smiling at her. Pinkie returned a relieved smile to thank Applejack for her help.

“A true, true friend helps a friend in need!

A friend will be there to help them see. A true, true friend helps a friend in need.

To see the light that shines from a true, true friend.”

Everyone minus Applejack sang together as they helped bring the farm back to life by helping carry the filled apple buckets while Applejack bucks the apple trees free from the fruit on their branches. She then later spreads corn seeds through the farm while on a wagon carried by Big Macintosh with Applebloom burying them in dirt before they all regrouped with Granny Smith.

As Applejack stood by her family who are all proud of what she has just accomplished, Twilight placed her element around her neck allowing her memories and cutie mark to be restored. Upon seeing her true cutie mark restored she skipped around happily.

“Yee-haw! Not that’s more like it. What’s next?” She exclaimed in excitement upon seeing that everything is back and swinging right at the Apple Farm.

“The townspeople are furious. We need the old Pinkie Pie back.” Kion answered.

“I'm on it. I know just the thing.” Applejack replied knowing what to do while turning to the confused and deflated mare.

“The townspeople need you, they’ve been sad for a while.

They march around, face a-frown and never seem to smile. And if you feel like helpin’…

“If you'd get up there and spread some cheer from here to Canterlot!”

Applejack sang to Pinkie as she rides on her back with everyone following after them and make their way back into town where they come across everypony in a ready bad mood as evidenced by their bickering and yelling at each other.

Kion quickly slapped Pinkie’s element around her neck with Applejack slapping the funny glasses on her face before pushing her on over towards the middle of the fountain.

Pinkie Pie immediately regained her memories, poofy mane and tail, and cutie mark as she threw her glasses out in cheer. “Come on ponies, I wanna see you SMILE!” Everyone all dropped their previous grudges towards each other before immediately cheering out her name strongly and welcoming her back in open arms.

With the mission accomplished and the Guard all back together they all sang together with everyone nearby singing along from behind the marching group of friends.

“A true, true friend helps a friend in need

A friend will be there to help them see

A true, true friend helps a friend in need

To see the light! (To see the light!)

That shines! (That shines!)

From a true, true friend!”

Everyone all shared a group hug together once their song came to a conclusion, at the same time the Lion Guard's Marks were properly restored to their respective members with every one of them having the right mark that matches their respective coats. And once they all saw what had happened, they all smiled in delight to see that their mission in restoring order has once again succeeded.

Just then, Twilight came to an immediate conclusion on Star-Swirl the Bearded's unfinished spell. "That's it!”

“What’s it?” Bunga asked.

“I understand now!”

“Understand what, Twilight?”

“I know how to fix the spell!" She said in realization before quickly heading back on over to the library with the others (minus Kion, Fuli, and Kyoga) following after her wondering what she is talking.

“From all of us together, together we're friends. With the marks of our destinies made one, there is magic without end!” She wrote down what she spoke out loud.

With the spell finished she presses on the dot strongly at the end of her sentence to signify her own accomplishment and then proudly places the book back on the shelf. Just then suddenly her own element released a burst of magic towards all of the other girl’s elements which pushed them away from her when the elements were suddenly activated.

“Hevi Kabisa!” Kion said in alarm. “What’s going on?!”

“I don’t know!” Twilight replied looking just as surprised as everyone else before being completely consumed by the extremely bright light that had formed around her and shined throughout the library.

After forcing themselves to shield their eyes from the glare they all opened their eyes trying to figure what had just happened before seeing the scorched mark left on the ground from where Twilight was standing.

“Holy ship!” Bunga stated in shock at the sight.

“What happened?” Fluttershy squeaked.

“Where’s Twilight?!” Kion immediately cried with small tears coming out of his eyes desperately looking around for his best friend.

“I don’t know!” Ono exclaimed. “She disappeared after the Elements were activated!”

“But we didn’t even activate them on our own!” Rainbow quickly said to avoid accusation of murder.

“Holy ship!” Bunga repeated.

“But how did that even happen?!” Fuli also exclaimed herself rather baffled herself. ”And what did happen?!”

“It looks like she got incinerated by the elements?!” Ono said while examining the ashes left on the carpet.

“Holy ship!” Bunga repeated once more before they all panicked and looked around inside and outside the room desperately hoping that Twilight is still alive and around here.

Elsewhere, the alive unicorn herself appearing in a strange atmosphere and could only wonder out loud where she is as her voice echoed in the void.

“Hello?” Twilight echoed her voice in the area while looking around. “Where am I? What is this place?”

No sooner that she spoke up she suddenly sees a pair of familiar faces approach her the sun monarch and the lion king themselves.

“Congratulations, Twilight. I knew you could do it.” Princess Celestia warmly greeted her with a hug when her student trotted over to her.

“Princess... I don't understand. What did I do?” Twilight asked while turning to the proud fully grown adult standing beside the princess.

“You did something today that's never been done before…” Princess Celestia told her while levitating Star Swirl’s journal. ”…Something even a great unicorn like Star Swirl the Bearded was not able to do, because he did not understand friendship like you did.” She further explained while turning to the page the new spell Twilight had just written in. “The lessons you've learned here in Ponyville have taught you well.” She added as she smiled proudly at her. You have proven that you're ready, Twilight.”

“Ready? Ready for what?” Twilight questioned while turning to Simba seeing that he knows what’s going on too.

“Just wait and see.” Simba said to her before they followed after Princess Celestia together through an invisible hallway full of Twilight’s memories from day one.

"You've come such a long, long way. And I've watched you from that very first day.”

To see how you might grow

To see what you might do

To see what you've been through

And all the ways you've made me proud of you…”

The princess sang while revisiting her memories with Twilight’s eyes sparkling immensely before Simba himself sings to the alicorn’s protégé.

“It's time now for a new change to come

You've grown up and your new life has begun

To go where you will go

To see what you will see

To find what you will be…”

“For it's time for you to fulfill your destiny!”

"Your destiny!"

Celestia sang the last verse when her wings spread strongly with pink magic quickly surrounding the unicorn forming a bright light around her. She was lifted up when she undergoes a powerful transformation of what she needs to fulfill her destiny as the light around grows immensely.

Back in Ponyville a great bright pink star appears in the sky catching the others attention as they shielded their eyes from the glare as the star descended back onto the ground. When the light cleared up, Twilight herself was now back in Ponyville and on the ground.

“Twilight is that you?” Applejack asked being the first to speak as she shielded her eyes from the glare the light produced with Kion quickly moving to help her on her hooves.

But when she stood up she unveiled something new…

…a pair of new wings on her back that spread out accompanied by a bright shining light that forced Kion to back up and shield his eyes from the glare it produced.

“Hevi Kabisa!”

“Poa!”

“Whoa!”

“Wow!”

“Amazing!”

The Lion Guard all quietly spoke at the stunning sight while the others gasp in amazement at the sight.

Twilight upon noticing the wings herself placed a hoof on them to observe them, just as amazed as everyone else.

“Wha... I-I've never seen anything like it!” Applejack expressed in disbelief as she approached her to get a closer look at them.

“It’s Un-Bunga-veilable!” Bunga gasped in awe with his hands on his cheeks.

“Ha! Twilight's got wings!” Rainbow Dash cheered while touching her new wings. “Awesome! A new flying buddy!” She excitably added while hugging her.

“And another training buddy once you get up to speed with those wings.” Fuli added with a pleased smile while placing a paw on her left shoulder. “Once again, you never cease to amaze me.”

Twilight smiled at the cheetah expressing her prideful compliment when Rarity and Ono are the next pair of friends to approach her.

“You've become an Alicorn.” Ono said while examining her new wing while Rarity marvels at her friend’s new appearance.

“I didn't even know that was possible.” Rarity expressed in delight.

“Me neither.” Ono shared when Pinkie swings by with streamers and confetti on a rope. “Or that.” He added while trying to make sense of what she was swinging on.

“Alicorn party!” Pinkie Pie screamed out loud, while wearing a party hat and blowing into a party kazoo.

“You look amazing, Twilight.” Beshte complimented.

“Yeah…” Kion agreed. “…who would have ever guessed this would happen.”

“You look just like a princess!” Fluttershy softly added while approaching her.

“That’s because she is a princess.” Princess Celestia spoke up while appearing and landing in front of them alongside King Simba causing them to return confused expressions at what the alicorn had just said.

“Hold on a second!” Pinkie Pie paused as she brought out a glass of water she somehow was able to obtain from out of nowhere. She poured some water in her mouth and then immediately spat it out so she can purposely do a spit take which ended up spraying the cheetah in the face.

Fuli understandably irritated by that quickly growled at her to warn her that she will rip her apart if that happens again with the party pony herself quickly raising her hooves in an apologetic and understanding manner.

“A princess.” Twilight questioned when Princess Celestia placed a hoof on her shoulder.

“Since you've come to Ponyville, you've displayed the charity, compassion, devotion, integrity, optimism, and of course, the leadership of a true princess.” Princess Celestia explained as Rarity lifted her head up proudly at hearing charity being mentioned, Fluttershy bending downwards at hearing compassion being mentioned, Rainbow Dash confidently spreading out her wings with a matching expression at hearing devotion being mentioned, Applejack placing her hoof to her hat in a saluting-like fashion at hearing integrity being mentioned, Pinkie Pie happily jumping up into the air at hearing optimism being mentioned.

“Not only that…” Simba added before taking his turn to explain to her. “…because since you and my son formed the Pony Guard, you have also displayed the fierceness, bravery, speed, strength, wisdom, and keen sight of a true princess.”

As the lion king speaks to her, Kion confidently smiled in support that she is fierce in the face of danger, Bunga proudly flexed his muscles in admiration of her bravery, Fuli winked at her direction, Beshte proudly smiled at her in agreement to the king’s assessment, Kyoga returned a nod and smile of approval when wisdom is mentioned, and Ono gave a nod of respect to the alicorn when keen sight is mentioned.

“So does this mean I am no longer your student?” Twilight asked.

“Not in the same way as before. I'll still be here to help and guide you, but we're all your students now, too. You are an inspiration to us all, Twilight.” Princess Celestia gently explained to before bowing to her.

Immediately after seeing everyone else followed suit with Bunga to treat this with casual indifference for a second before realizing he has to do the same and quickly and accidentally plopped his face hard into the ground.

“Ow!”

“So what do I do now?” Twilight asked still wondering what’s going to happen now. “Is there a book about being a princess I should read?”

Princess Celestia giggled at her curiosity-filled questions along with Simba. “There will be time for all of that later.” She calmly answered to which her now former student releases a very pleased grin while looking around the proud group of friends and family like everything went exactly as planned.

Later the week, everyone from both worlds have gathered for her huge coronation to officially make her a princess with the Alicorn princesses. Even Makku the crocodile decided to show up since to him she was the only one in the Guard who didn’t express any hostility towards him when he tried to prove that he is now a changed croc and was willing to give him the benefit of the doubt like Simba. The Lion and Pony Guard are all standing on the top of the stairs alongside the other princesses along with Simba, Nala, and Kiara while everyone else who have gathered stand in front of them row by row. Everyone who is attendance including Twilight’s proud teary-eyed parents has dressed very nicely including the princesses for the memorable occasion.

Once everyone pony was settled in Princess Celestia began her speech.

“We are gathered here today in celebration of a momentous occasion. My most faithful student, Twilight Sparkle, has done many extraordinary things since she's lived in Ponyville. She even helped reunite me with my sister, Princess Luna. But today, Twilight Sparkle did something extraordinary. She created new magic, proving without a doubt that she is ready to be crowned Equestria's newest princess. Fillies and gentlecolts, may I present for the very first time, Princess Twilight Sparkle!”

The doors opened to unveil the newest alicorn in flesh proudly walking forward with her wings spread out with the ponies carrying a banner with her cutie mark on it from behind began to sing.

“The Princess Twilight cometh

Behold, behold

A Princess here before us

Behold, behold, behold.”

The choir sang when the alicorn reached the top of the stairs, where Spike carrying her new crown on a pillow approaches her. There, Princess Celestia levitated it with her magic and placed it delicately on her head.

Twilight then looks back at the others where Applejack, Kion, Beshte, Fluttershy, Kyoga, and Rarity all give her proud looks, Rainbow Dash, Ono, and Fuli all wink at her, Bunga and Pinkie Pie happily wave before looking on to everyone proudly watching on with even Makuu from deep in the crowd giving her a proud smile. Kion himself was exceptionally proud of her before the alicorn herself is escorted outside to the balcony by both Princess Celestia and Princess Luna along with King Simba and Queen Nala towards a crowd of ponies and Pride Landers gathered outside awaiting her presence.

“Behold, behold (behold, behold)

The Princess Twilight cometh

Behold, behold (behold, behold)

The Princess is

The Princess is here!”

When the choir finishes singing the crowd is cheering while Twilight returns a friendly wave to everyone down below as Princess Celestia walked up to her and placed a hoof on her shoulder to whisper something to her.

“Say something, Princess.” She encouraged.

Twilight after clearing her throat approached the balcony before beginning her speech.

“A little while ago, my teacher and mentor Princess Celestia sent me to live in Ponyville. She sent me to study friendship, which is something I didn't really care much about. But now, on a day like today, I can honestly say I wouldn't be standing here if it weren't for the friendships I've made with all of you. Each one of you taught me something about friendship, and for that, I will always be grateful. Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you, everypony!”

With the conclusion of her speech, everyone in the crowd cheered for before being escorted back inside where she is immediately greeted by Shining Armor and Princess Cadance.

“Twilight! I’m so proud of you!” Shining Armor congratulated her as he hugged her slightly, revealing teary eyes when pulling back.

“Are you crying?” Twilight asked, with a little laughter in her voice.

“Of course not, it’s… its liquid pride.” Shining Armor quickly denied while wiping away the tears from his eyes. “Totally different thing.”

“Sure it is.” Twilight teased.

“Nothing to be ashamed of.” Kion said from behind.

“Really?” Shining returned with a teasing smirk. “Have I seen you cry before?”

“No. I can’t say that you did.” Kion returned with a slight chuckle knowing with how true that is…

…well aside from that one time when Fluttershy badly insulted him.

The three all laughed together before Princess Cadance moved to congratulate her by embracing her in a hug.

“Just look at you, Twilight! Congratulations! Words cannot express of how proud I am of you. From the filly I used to foalsit to a princess just like me.”

“Thanks.” Twilight gratefully returned with a humble blush on her cheeks and a hoof up to her chin feeling very touched inside by her compliment.

“And we’ll definitely be looking forward to seeing you when we have our wedding.” Cadance added.

“As my Best Mare.” Shining included with a grin to which had Twilight slyly smiling in return.

“Oh I’ll be there B.B.B.F.F.” Twilight replied. “Assuming when and if it’s happening.”

“You better believe its happening because we will be expecting you.” Her brother returned while affectionately ruffling her mane to which Twilight urged him to knock it off before embracing each other. “And in case if I hadn’t told you before, thanks for forgiving me.”

“No…” Twilight said with a calm narrowed smile with something else on her mind. “…Thank you.”

“Way to go Princess!” Applejack cheered with the others joining them.

“Best coronation day ever!” Pinkie Pie screamed loud.

“We love you, Twilight!” Fluttershy added while initiating a large group hug between them.

Twilight would then walk herself outside to finish up her coronation where she gets into a carriage pulled by two royal guards. Once she was pulled out, Twilight began waving at every pony watching in the crowd.

“Life in Equestria shimmers.

Life in Equestria shines.”

Twilight sang as she caught a bouquet of flowers from the crowd. Once she saw the girls along with Kiara and the Lion Guard crew ahead of her, skipping in a trot, she jumped off the carriage and joined them.

“And I know for absolute certain…”

She sang as the girls joined in on the song.

“That everything (that everything)

Yes, everything (yes, everything)

Yes, everything is certainly fine

It’s fine.”

Everyone all sang together.

As Equestria’s newest princess proudly trots off into the distance Princess Celestia and Princess Luna along with Simba and Nala look on in pride at the sight of her with the latter two seeing that she really is like family to them

“Yes! Everything’s going to be just fine!” Twilight said to herself while flying around in the air very pleased with what had just happened.

“Oh it sure will be, Princess…” Scar agreed while watching the scene along with Twilight flying around and nearby from the nearest and tallest mountain from Canterlot nearby the castle. “…for me since everything is going according to plan.”

He then teleported away and to the Outlands where all of his followers appear before him including Queen Chrysalis and the changelings.

“And now that Twilight has now become an alicorn princess, here’s what I all want all of you to do…” He then said to everyone while perching on a tall rock over everyone’s shoulders who all likewise return eager and vicious grins ready for whatever diabolical scheme Scar has prepared for them in taking over the Pride Lands.

Author's Note

In this version of this musical conclusion of the show's Season 3 finale, is a musical journey of Twilight having to come to terms with another one of her mistakes when it ends up resulting in the mix up of not only the cutie marks, but also the Marks of the Guard due to a spell that Twilight had casted without realizing what it actually does.

Thanks to both Kion and Fuli who were by her side while reminding her it's the personalities and passion they have deep down not the marks that define themselves and nothing can change that. And that gave Twilight the drive to resolve fixing the mix-up and figuring out how to fix the spell.

And by doing so, Twilight comes to ascend to becoming an alicorn princess ready to fulfill her duty and destiny to becoming a very powerful one that nobody will ever forget and that everyone will remember her as.

And with her ascension in light, Scar is now ready to enact his plan to take over the Pride Lands in this upcoming 4-part season finale "The Rise of Scar." where things are really going to heat up now with Season 3 about to come to an end.

Episode 22: Rise of Scar Part One

Episode 22:

The Rise of Scar Part One

In the Pride Lands, Celestia’s sun rises with its bright yellow light shining across the very kingdom. And today, is a special and serious day of importance for the Lion and Pony Guard on patrol because today marks the official beginning of the Pride Lands’ dry season where there is less food and water and it is really hot outside in the Savannah.

Fujo

Therefore, the Guard has more responsibilities to tackle in order to keep the peace here. Once both Ono and recently crowned and transformed alicorn princess, Twilight Sparkle fly over to where the rest of the Guard are, they all head to get started on morning patrol once the latter gives the nod to Kion that they are ready to go.

Since Twilight now has wings, she has decided to fly overhead on patrol alongside Ono, Rainbow, and Fluttershy in keeping an eye on things on the horizon and is so far doing a great and serious job while on the aerial lookout even though she has just recently earned them.

After running and flying by a family of gazelles drinking water out of their pond. They moved to guide a herd of exhausted zebras to where there is shade and water around. With Ono’s keen guidance along with Rainbow’s urging them to move it along, and Twilight and Fluttershy using their wings to help shield the zebras from the hot sun, they were all able to get there with no further incident.

Once that was done, Rainbow was quick to assist Fuli in guiding the animals away from the nearby rockslide, while Fluttershy was quick to scoop up the bunnies that were about to get squashed by a dead tree Beshte lifted with his back before it could hit the ground. Along with that Twilight was quick to flare her magic and assist Kion in getting Janja to back off from another one of his illegal hunts before they all pressed forward with patrol together.

Next up, were a group of hippos stuck in the drying mud to which both the strongest members of the Guard, Beshte and Applejack were quick to help them out of the thick of the mess. Followed by Kion and Fluttershy clearing an opening for the hyraxes to get out of a hole they got stuck in before blocking off the herd of antelope from running into the crocodile float preparing for hibernation in the their sleeping cave for the duration of the dry season guided by both Bunga and Pinkie leading them inside.

During this a pair of skinks, one a smart-looking female red colored one along with a dim-witted yellow male one with his blue tongue sticking out observe this unnoticed before they both slithered away seeing that this is to their liking.

Along the way, Ushari once again finds himself nearly getting run over by the Lion and Pony Guard members running by before Bunga accidentally ran into him. Fluttershy having kindness and compassion for the snake quickly flew over and untangled him along with giving him another apology before quickly regrouping with her friends in helping assist the drained family of hyraxes on over to the watering hole where Kiara and her friends are.

While the Guard is on patrol, Zazu flies over to Pride Rock to give Simba, Nala, and the alicorn sisters the good news of their successful patrol in the Pride Lands. At the same time Rafiki has been making new painting in the Lair of the Guard with Zecora’s assistance before they both headed when the mandrill listens to what the Great Kings of the Past ask of them.

By the time the bright blue sky is shining across the kingdom, Twilight lands by Kion’s side as they both oversee their success so far.

“Lion Guard…”

“Pony Guard…”

“Let’s go!”

The two leaders ushered their companions away to their next order of business. Freeing a giraffe that got her neck stuck in a tree which proved to be no problem thanks to both Fluttershy and Bunga breaking off the branches trapping her.

“Thanks, Lion Guard.” The female giraffe thanked before running off ahead.

Just then Twilight, Rainbow, and Ono come flying by with another emergency to report.

“Everyone! Everyone!”

“Ma Tembo and the elephants.”

“They're under attack!”

“Another emergency?” Kion groaned.

“Un-Bunga-lievable!” Bunga added in disbelief before hopping off of the tree.

“Well I’ll be willikers.” Applejack said in dismay. “That's the fifth one today.”

“And it's still morning!” Beshte added.

“And this is just the start of the dry season!” Kion further added.

“Huh, guess it's gonna be one of those days.” Fuli remarked with a grin.

“Yep.” Kyoga nodded. “Sure looks that way.”

“C'mon everybody, let's go!” Kion led the way on over to where the elephants are. “Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!”

The elephant herd is currently running for the lives and causing a stampede nearby thanks to Janja and his crew chasing them around seeking to make meals out of them.

“You sure about this, Janja?” Nne questioned his boss.

“Sure I'm sure.” He confirmed. “Elephants are delicious this time a year! ‘Specially the little ones.” He added while eyeing Mtoto who is the most slowest and helpless elephant in the pack.

“Come here, elephant!”

“Yeah! We just wanna eat ya!”

Cheezi and Chungu said in the frightened child’s direction.

“Agh! Get away!” Mtoto screamed when they closed in on him.

Luckily for him, his mother came to his rescue by knocking them away with her trunk. “Don't let them frighten you! Keep the young ones in the center of the herd!” Ma Tembo ordered of him and some of the nearby elephants while they keep themselves out of harm’s way.

Just then, the Lion and Pony Guard arrive on the scene to see what is going on from the top of the nearby hill.

“Oh, what are the hyenas even thinking taking on elephants?” Fuli commented in dismay at their idiocy.

“I know, haven’t they ever been told they shouldn’t be picking off more than they can chew?” Rarity agreed.

“It sure is pretty darn foolish of them to be messing around with them.” Applejack shook her head in disgust.

“Like my dad always says. "Live long enough, and you'll see everything!"” Beshte said.

“Well, I've seen enough!” Kion stated before focusing his attention on the hyena clan down below with the skies behind him forming when the young lion prepares to use the Roar of the Elders.

“Yeah! Give'em the Roar, Kion! Send those hyenas flyin'!” Bunga cheered.

But Kion calmed himself down and instead had another idea. “No. It's way too crazy down there. If I use the Roar, I might hurt the elephants, too.” He reasoned before giving orders. “Bunga. You, Twilight, me, and Ono will chase the hyenas out of the herd. Fuli, Rainbow, Kyoga, Fluttershy, you four round'em up. Beshte? Applejack? Pinkie? You three send'em flying.

“You got it, Kion!

“Yes sir!”

“Can do!”

The three obliged before they all split up and carried out their tasks.

“Yaaaahhhh!” Bunga shouted upon leaping on Cheezi leaving him yelping and whimpering struggling to get him off since he is tugging his ears.

“Get! Away! From the elephants!” Ono angrily emphasized while constantly flying around and pecking at Chungu.

“Hey! Watch where you're pointin' that beak!”

Once again Janja and Nne have caught up and closed in on Mtoto leaving the poor elephant at their mercy.

“Now we got ya!” Janja said while looking on their helpless little prey ready to pounce on him.

But suddenly, he is greeted to narrowly avoided a magical blast from Twilight’s magic who then swooped in and punched Janja and Nne in the faces with one hoof followed by Kion leaping in front of the knocked back duo.

“Janja!” He growled stopping the two dead in their tracks.

“Kion! Twilight! Uh, have ya both met Nne?” He asked trying to act friendly while introducing the backstabbing hyena to them. “Nne? Kion. Twilight. Talk amongst yourselves!”

Janja quickly turned and ran the other way leaving Nne alone with the leaders of the Guard. The alicorn responded with crossed arms and an unimpressed expression while the lion cub quickly released a dangerous growl to get him to back off before they teach him a lesson the hard way.

Nne was quickly intimidated into following suit before following after his leader. “Wait for me Janja!”

The hyenas having regrouped together quickly tried to flee only to be cut off by both Fuli and Rainbow Dash.

“Oh, no you don't!”

“You’re not getting away that easy!”

“Uh...C'mon, boys! This way!” Janja quickly led the retreat in another direction to escape from them.

But Kion still wasn’t about to them escape this time around. “Beshte! Applejack! Pinkie Pie! Now!

“Twende Kiboko!”

“Yeehaw!”

“Party’s over!”

The three shouted with body weight, strong back hooves, and a party cannon ready to send them away.

“Oh, no...” He muttered upon seeing what’s coming for them.

First comes Beshte plowing right into them, followed by Applejack bucking them back into the air when they came hurling in her direction into Pinkie’s cannon, who them lit the fuse on the device and sent them hurling straight into the Outlands.

“And don’t come back!” Pinkie angrily shouted in their direction off the top of her voice through a megaphone which had everyone covering their ears. Expect for Twilight who was prepared to have ear plugs in her ears before she did so. Once Pinkie was done with the megaphone, Twilight quickly took them off and looked on towards the direction of the Outlands Volcano looking very satisfied with how everything played out.

Ushari having the misfortune of nearly getting run over and trampled once again looked on with venomous hatred towards the Guard before slithering away from the scene.

“Guess we showed them!” Bunga proudly stated before he and the others turn back to the elephants to make sure they are all okay.

“Is everyone all right?” Kion asked the matriarch of the herd.

“Yes, thanks to you and the Guard.” She assured everyone.

“I still can't believe the hyenas would try to attack you elephants.” Fuli further expressed her exasperation that they would be that stupid enough to attempt something like that.

“I know. Even I’m not brash enough to try something like that.” Rainbow added while ignoring a brief teasing smile from the lioness looking at her direction.

“I expect there isn't much left for them to eat in the Outlands.” Ma Tembo deduced the reason for this.

“Maybe if they respected the Circle of Life they'd still have food to eat.” Kion firmly returned while slightly sympathetic for their plight.

“Perhaps.” Ma Tembo agreed before adding. “But the dry times are hard for everyone. Even us elephants.”

“It sure is.“ Fluttershy softly said.

“Have you found a new water source for your herd?” Ono asked the elephant leader.

“No. But this is my first time leading the search.” She answered. “Hearing the underground water is a bit more difficult than I expected. And attacks from hyenas don't help.”

“Not to mention the fact that Scar is still lurking around somewhere.” Pinkie rapidly added in a motor mouth fashion.

“We know.” Applejack agreed. “And there is no way of telling of what he’s up to now and what he is planning.”

“Well whatever it is, I’ll pound him and make him regret the day he crossed paths with us and scarring Twilight!” Rainbow angrily added while pounding her fists together.

“Just remember to make sure you’re eyeing the right face, okay.” Twilight dryly remarked to remind her that she too has Scar’s mark too.

“Uh, Right. Of course.” Rainbow somewhat sheepishly replied while still regretting the events that led up to that.

“Well now that they're gone, you're safe to keep looking.” Beshte happily told Ma Tembo that she has nothing to worry about.

“Yes, Ma Tembo! Keep looking!” Another elephant Zito also encouraged.

“Water, here we come!” The young elephant cheered along with the other elephants.

“Yes. Here we come.” Ma Tembo said with a tired voice feeling the burden of her responsibilities already before whispering to both Kion and Twilight with her trunk placed on the backs of their necks. “Caring for others during the dry season is a bigger responsibility than I was expecting.”

“I know exactly what you mean.” Kion returned understanding of her plight before she led her herd away to resume their search.

“Ono, Fluttershy…” He then said to them. “…keep an eye on the elephants in case the hyenas come back.”

“Of course.” Fluttershy meekly shuddered at the thought of the mean predators.

“Affirmative!” Ono saluted before he and Fluttershy flew off after them.

“We heading back to Canterlot?” Fuli asked Kion since they have no more emergencies on hand right now.

“I'll meet up with you there.” He assured before turning in the other direction. “I need to talk to someone first.”

While Kion moves to find a nice quiet private space so he can talk to his grandfather’s spirit, Twilight on the other hoof turned in the direction heading towards the portal to Equestria. “And I got some planning to do back in Canterlot.”

“Preparing for the upcoming Summer Sunset Celebration?” Rarity figured.

“Yep.” She nodded before spreading her wings out and flying on over there. “And I got to get over there right away.”

“Race you there!” Rainbow immediately flew after her with Fuli following after them. “You’re going to need your flying coach to tag along for the ride.”

“Along with an extra set of speedy paws to oversee your form from down below.” Fuli added to which Twilight slightly giggled at her speedy friends joking banter before they all headed on over there together.

“Ooh…” Rarity suddenly realized before racing after them along with the others. “…wait for us princess!”

Meanwhile back in the Outlands, Janja and his clan have all came to screaming crash landing back in front of the volcano. “Ugh! Man that party cannon from that pink pony sure makes being blasted by the Roar equally painful.”

“No kidding!” Chungu remarked.

“Yeah!” Cheezi agreed. “Scar is definitely not going to be happy when he hears about this.”

“Actually…” Said lion voiced before appearing while literally looking down on them. “…I am pleased with what you all have done because everything went exactly as planned.”

“Huh?”

“I don’t get it?”

Both Cheezi and Chungu responded clearly confused to which Janja places a paw on his face at their idiocy.

“Well of course you both don’t and for future recommendation I suggest going after something more your size from now on.” Scar sarcastically quipped at them rather dryly.

“Because that’s part of Scar’s plan.” Janja irritably told them while forcing the two off of him before getting themselves up on their paws.

“Exactly, Janja!” Scar nodded before turning to Janja's dimwitted companions. “Because the point of that was to distract the Lion and Pony Guard while buying myself time to plant the seeds for the next part of the plan.”

“There’s more?” Cheezi questioned.

“Yes.” He sinisterly responded while pulling up a magical image of Twilight Sparkle flying on over to the castle with her fast companions by her side. “And this will require the services of Equestria’s newly gifted princess to carry out the task. Such a wondrous occasion for her to become an alicorn just like both Princesses Celestia and Luna. Although when you look at her more closely, you’ll see that she is a lot more like me.” He added while seeing Twilight’s scar emit black smoke from her left eye with the flying alicorn unaffected when it happened. “And it’s only a matter of time now until we can re-take the Pride Lands and put an end to Simba’s reign.”

Scar then cancels the current visual of the current events going on around them before leading the hyena clan back on over into hiding while tossing them a zebra leg from behind his shoulder as a reward for doing their part to which the clan were all scrambling to get as many bites as they can out of it.

While Scar moves forward he looks back to a time when he was leading the Lion Guard and before he got his scar.

They had just successfully ran off the hyenas once more with a young Scar known as Askari back then looking pleased with the team’s success.

“Great work everyone!” He complimented his comrades.

“Thank you, Askari!” The Guard’s strongest replied sharing the same look of satisfaction like his leader.

“We never disappoint you!” The Guard’s Keenest of Sight returned a look of respect for the Guard’s Fiercest.

“Well of course you all don’t.” Askari chuckled. “And if you all did you’d all be flying backwards to your doom by the power of the Roar.”

“What?” The Guard’s bravest questioned rather startled like he was serious there.

Askari light-heartedly punched him on the shoulder to let him otherwise. “It’s a joke.” He said before adding in a rather deadpan manner. “I do that.”

The other Guard members laughed together upon getting the joke before the Guard’s Keenest of Sight spotted something afar in the Outlands.

“What is it?” Askari inquired.

“I’m spotting a rather strange looking lion on the horizon of those rocks.” The Guard’s Keenest of Sight directed his leader's attention to said strange lion with a scar over his right eye. “What should we do?”

“I’m going to go check it out.” Scar answered before moving forward towards the Outlands nearby the den to where the strange lion has been spotted.

“By yourself?” The Guards’ bravest asked hoping he is joking again with a forced chuckle in the face of his boss’s serious demeanor.

“Yes.” He responded with his expression not changing even when he turned his back to him.

“You’re not joking are you?” The brave lion figured since he is not cracking a smile this time.

“No.” He seriously spoke before turning forward. “Go ahead back to the Lair while I see what this strange lion is up too.”

“Okay.” The Guard’s Keenest of Sight reluctantly obliged to his orders. “Whatever you say.”

While the rest of the Guard heads back towards Pride Rock, a young Askari on the other paw makes his way towards the strange lion’s direction to see for himself to what he is up to and wherever if he should be treated with caution. And from the looks from the get go, he is definitely a lion he plans to keep an eye on. But even so, the Lion Guard's Fiercest plans to be ready to pull the stops on him should he threaten his family, expressing a silent look of confidence that he will prevail regardless of the outcome.

But what he himself doesn’t realize is that even with his cunning and intelligence, he wasn’t prepared for what happened the second he made his way forward towards the strange lion, because said lion would set forward a chain of reactions that led to tragedy, heartbreak, and growing darkness in one’s heart, with scars soon to follow.

Back in Canterlot, the Lion and Pony Guard have regrouped there and are all walking across the hallway where the stained glass portraits have been placed all across the windows across the hallway.

In addition to the recent glass portraits of the first royal wedding along with the attack on the Crystal Empire, there is now a new portrait of a peaceful and calm Twilight Sparkle floating in mid-air with a big purple star over her head and an appropriately fitting book at the bottom of the image. And needless to say, it is definitely a sight to behold.

“Poa!” Beshte voiced his amazement at the sight.

“You look amazing, darling.” Rarity complimented. “They've really captured your regality.”

“I suppose.” Twilight shrugged although Rarity feels she is being too humble about it.

“Oh, don't be so modest. It's everypony's dream to someday wear a crown and have their coronation ceremony preserved in stained glass for all to see.”

“I don't know if it's everypony's dream.” Rainbow responded with her arms crossed.

“Especially considering some weren’t destined to rule at first.” Kyoga added to back Rainbow up there.

“Most of my dreams are about frosting!” Pinkie randomly added to which Bunga really loved the very mention of it.

“Ohohohoho...yeah!” He said while drooling and dropping saliva on the hallway to which Fuli was quick to close him jaws to get him to stop.

“Ugh!” She groaned while shaking her tail having narrowly avoided touching spit. “Gross.”

“Anyways…” Fluttershy spoke up trying to move forward with the subject heading towards the exit. “…We'd better get going. We don't want to miss our train.”

“Fluttershy's right.” Applejack agreed upon remembering. “Don't know about y'all, but I've still got bushels to do to get ready. The official celebration may be here in Canterlot, but hoo-wee, has the Mayor put us in charge of one heck of a party back home.”

“Sure must be fun.” Twilight responded with a subdued smile.

Seeing this had the others feel they are leaving her further disheartened and alone like before.

“Aw, come on, Twilight, she didn’t mean it like that.” Beshte tried to assure her.

“Yeah.” Applejack was quick to clarify. “You get to be right there with the other Princesses when Celestia raises the sun.”

“And I'm honored. Really, I am. I’ll be fine.” She likewise was quick to reassure everyone while speaking her thoughts. “It's just that the Summer Sun Celebration is what first brought us all together. It just doesn't feel right not getting to spend such a special day with my Ponyville friends along with my Pride Land friends.”

“It doesn't feel right to us either, darling.” Rarity spoke up to assert that they aren’t pleased with this separation too. “If only the Mayor wasn't so desperate for our assistance, we'd most certainly stay here in Canterlot. And of course we do understand that your royal duties must come first.”

“It’ll be okay…” Fuli assured the alicorn while keeping up her confident demeanor true to form. “…It’s not like we won’t see each other anymore on patrol anymore.”

To back that statement up Applejack directed everyone’s attention to the portrait of them using the elements and the Roar together for the first time. “The Summer Sun Celebration may have brought us together, but it's something much bigger that'll always keep us connected. Exhibit A: The six of us are united by the Elements of Harmony. No amount of royal duties is gonna change that. Right, everypony? Everyone?” She asked everyone who all nodded and said yes in agreement.

“Right, Pinkie Pie?” Applejack turned looking around for said mare standing alongside the honey badger.

“Little B?” Beshte called out to him when they didn’t respond to the sound of their voices.

Both Pinkie and Bunga were more absent-mindedly more focused on all of the icing and frosting they’ll be indulging in when the celebration comes by.

“Creamy, creamy frosting...”

“Oh, ho, ho, yeah!”

“You should take that as a yes.” Fuli quickly advised with a grimace at the duo being blissfully unaware of their surroundings before they all headed out towards the train station with Twilight following after them for one last goodbye before carrying out her new princess responsibilities.

Kion having remained silent throughout the conversation was because he honestly didn’t know what to say to comfort her since even though he is a prince, he never experienced what it is like to separated from his companions and loved ones due to royal obligations and felt like what he’ll say might only make her feel worse.

During the walk to the train station, Kion thought back to his conversation with his grandfather during his alone time.

“Kion. Something's troubling you.” Mufusa began upon appearing in the skies.

“Yes, Grandfather.” He replied before explaining. “The dry season has just started and the Guard's been busier than ever. It seems like everybody needs the Lion and Pony Guard's help. What did they do before we were here? Can't they take care of themselves?”

“Sometimes, there are some things that requires the Guard’s extra assistance.” He said in response.

“Yeah. I guess.” He reluctantly agreed with his point there.

“The Lion Guard has done a wonderful job protecting the Pride Lands during the wet season. But the dry season will bring even more challenges.”

“I know. There's less food and water, And the heat slows everyone down.”

“And you know what happens when animals are tired, hungry, and thirsty.”

“They don't always make the best decisions. The dry season's even got me feeling kinda snippy.”

“I know and it’s okay. Just remember to stay in control of yourself.” Mufusa gently reminded.

“I know. I'll be careful not to lose control of the Roar.” He nodded before expressing something else on his mind. “And to keep an eye out for whatever Scar has in mind for us.”

“Indeed.” He seriously said grimly at the mention of him. “You can never be too careful of whatever he has in store. He's not only very dangerous but sneaky to the point you never know what he is planning until he has you cornered.”

“Yeah.” He agreed while still visibly thinking back to the day Twilight got her scar from the day everyone learned of his return. “I just really hope Twilight is okay, I would hate to see anything bad happen to her.”

“As long as she has her friends by her side at every step of the way, she’ll be fine.” He assured once more.

“Of course. Thank you, Grandfather.” He said now feeling more comfortable with his wisdom before he disappeared upon seeing that his help is no longer needed.

Upon turning back towards the portal, he is unaware that a couple of bystanders, Ushari along with a young-looking mandrill have been secretly watching him converse with his grandfather.

Back to the present, Kion’s confidence is now feeling disappointed with himself that he didn’t speak up and say something to help his best friend feel better But nevertheless walked by her side back to the castle. There she is getting her preparations in order with the help of his trustworthy assistant Spike while his father Simba discusses royal business with the two sisters.

“Check, check, check, check, and... check!” Spike checked off every covered to do item so far. “Huh, whaddaya know? We're way ahead of schedule! I credit your extremely competent assistant.” He proudly stated.

“Impressive as always, Spike.” Kion complimented before turning to Twilight in mid-air while flapping her new wings thinking about something.

“So do I.” She happily agreed before joining him back on the ground.

Seeing that his mother-like figure is so deep in thought right now has him proposing an idea to the root of what he thinks it is. “The Celebration isn't until the day after tomorrow. We could still fit in a quick trip to Ponyville and the Pride Lands and be back in plenty of time to finish off these last few things before the main event!”

“That sounds doable to me.” Kion liked the idea but Twilight had different thoughts than what they thought.

“That would be nice, Spike…” Twilight expressed her appreciation to him before politely declining the idea. “…but I’m afraid I going to have to pass.”

“Why?” Kion asked.

“Because these are the first royal duties Princess Celestia has given me. I can't risk letting her down!” She reasoned.

“And I’m sure you won’t.” Kion tried to insist otherwise. “Because even with the few times she uh…hasn’t been happy with you…” He briefly struggled on his choice of words for a second there. “…but she always knows of how much you mean well to her.”

“Truer words have never been spoken.” The princess standing at the doorway agreed with every word he just said along with the lion king. “And I know that for sure.”

“Your highness's!” Spike said completely caught off-guard before he quickly bowed before her along Twilight much to Kion’s confusion.

“No need for that now, Spike.” She kindly insisted against the formalities to which the lion prince gets.

“Sorry.” Twilight apologized.

“No need to apologize.” Celestia returned with a giggle.

“Sorry!” She repeated to which Simba chuckled while stroking the young alicorn’s mane affectionately.

“It’s all right. There are times like now when the formalities aren’t necessary.” He told her before they walked inside the room together.

”And I must admit that it is wonderful to actually be looking forward to the Summer Sun Celebration.” Celestia then said looking very happy today.

“What do you mean?” Kion asked wondering why to which had the sun monarch’s smile fade when she turns to the nearby window.

There, everyone sees Princess Luna on another tower raising the moon with her magic. “For my subjects, it has always been a celebration of my defeat of Nightmare Moon. But for me...” She sighed sadly. “…It was just a terrible reminder that I'd had to banish my own sister.”

“Sorry I asked.” Kion quickly apologized while looking aside for asking that in the first place.

“It’s okay.” She gently assured taking no offense with her spirit now uplifted. “Because now it has become a wonderful reminder of her transformation back into Princess Luna, and our happy reunion. I am so pleased that you will be playing a role in the festivities.” She said to newly crowned alicorn while noting of what she thinks are her concerns at the moment. “I know it must have been difficult to see your friends return to Ponyville without you.”

“Maybe a little.” Twilight admitted trying not to sound too worked up about it with a frown.

“You may no longer be my student, Princess Twilight, but I hope you know along with Kion that I will always be here if you need me.” She gently referred to her with a warm smile while leaning in towards her face seeing the beautiful mare she knows deep down even with the mark on her face. “Just as I hope that you two will always be there when I need you.”

The princess brings the pony she shares a mother-daughter bond with for a warm nuzzle along with Kion just when Spike taps a claw on the smaller alicorn’s shoulder.

“I think this guy needs you?” Spike addressed her apologetically to the messenger pony with an envelope in his hoof.

“Uh, a message for Princess Twilight.”

“I wonder what it is.” Twilight figured what the message is while levitating it but keeping it a far distance from her.

“Why are you…?” Kion started when…

…A sudden burst of confetti blew out of the envelope thus answering the question he was about to ask. “…Oh. That’s why?”

“A letter from Ponyville, I presume?” Simba asked with a knowing grin.

“And I presume you know who that is from.” Kion asked his father.

He let out a laugh while taking a liking to the silly pink mare. “I have a pretty good idea.”

“Never mind.” Twilight quickly dismissed while teleporting the letter away. “It's not important. Now Spike, where were we?” She asked the little dragon.

“About to call it a night?” He hopefully asked.

“Going over the checklist one more time?” Kion predicted.

“Yes.” Twilight positively answered much to Spike’s disappointment but he figured she would say that.

“I knew you were gonna say that...” He sighed while the leader of the Lion Guard chuckled from knowing Twilight very well during the time they spent together.

“Come on Kion.” Simba urged his son to follow him out along with the princess. “It’s time to head back home.”

“Okay, dad.” Kion didn’t argue there after releasing a tired yawn before turning back to his best friend. “See you tomorrow, Twilight. Try not to stay up too late.”

“I will try my hardest.” Twilight responded to assert she can’t make it a promise. Not even a Pinkie Promise.

“I'll leave you to it.” The sun princess politely excused herself out of the room while heading out with both lions heading towards the exit of the castle while she goes in the opposite direction.

As soon as Princess Celestia turns down the hallways and around the nearby corridor to leave she is then suddenly startled by a sudden wisp of green magic catching her off-guard.

“Who’s there?! Show yourself!” She demanded like someone is lurking around and stalking her before suddenly meeting face to face with a familiar foe from the past.

“As you wish your majesty!” Scar complied with an evil teeth sporting grin before leaping up to attack and subdue the white alicorn princess who only managed a faint gasp before being quickly defeated.

Once she was taken down, he levitated him up with his magic before focusing his sights on the Princess of the Night, her sister Princess Luna who had just finished raising the moon and heard strange noises coming from the nearby staircase.

“Halt! Who goes there?!” She shouted in the stranger’s direction before being suddenly knocked backwards into the railing and knocked unconsciousness when she hit her head against the hard surface.

Just before the mare blacked out when she was struggling to try to get to her hooves she caught a glimpse of her attacker approaching her carrying to what she thinks is her sister.

“That’d be me.” Scar whispered to her before her vision went out and when he leaned in to levitate her as well.

Just outside of the castle grounds are both father and son discussing Ma Tembo’s difficult situation due to her struggles in trying to find the Pride Land’s water source for the dry season.

“I know it's frustrating, Kion.” Simba acknowledged his son’s concerns and wishes to help. “But leading the elephants is Ma Tembo's responsibility. There's not a whole lot we can do. Elephants are the ones with the ability to find water. Not lions.”

“I know. I just wish I could help.” Kion acknowledged as he expressed. “I know what it's like to be a new leader with new responsibilities. And so does Twilight now that she is a princess.”

His father smiled seeing the similarities between themselves. “Yes. That's something we both have in common. Something we all have in common now.”

Path of Honor

During the walk on over to the portal, the father and son both share a heartwarming and bonding walk together while admiring the scenery of the peaceful kingdoms and all of the subjects they have both came across.

During the walk over, they both think to a time when Kion was just taking his first steps in learning how to walk. Back then, he struggled at first but with his father’s silent encouragement he managed to gain the footing to be able to start walking with ease.

By the time, their song had finished the two had just arrived at Pride Rock.

“I guess life is full of responsibilities. And we all have our own to take care of.” Kion said while looking upon their kingdom.

“Yes. And I'm very proud of how much you've grown as the leader of the Lion Guard.” Simba shared to his son by his side. “You and Twilight.” He added.

“Thanks, Dad.” Kion thanked very pleased with his gentle praise.

While the two shared their father and son bond together, it was a scene not unseen by Scar secreting spying on them from the very top of Pride Rock who looked down on them with a bitter frown since it brings back memories to where he didn’t get the same luxury as his great-nephew.

Back then, Scar looked on similarly to when he sees his father praise his older brother Mufusa.

"Well done my son.” He said to the golden fur lion who is sporting a spitting image to his father aside from the color of his mane and eyes.

Askari was calm and cool about it, but the anger and jealousy was still visible on his narrowed expression. Even though Ahadi has made it clear that he loves both his children equally, he along with many of the Pride Lands are really looking up to Mufusa’s accomplishments when coming to other animals aid as much as his younger brother.

One time when Askari had just managed to keep the hyenas from over-hunting once more, Mufusa had just gotten back from managing to get the herd of zebras to come to a fair and reasonable agreement in regards to sharing their water supply during the dry season. The king of the Pride Lands was greatly pleased to the point that every animals was very grateful for his successful negotiations that Askari’s success of stopping another hyena hunt was completely ignored.

Granted, he doesn’t always expect praise near and far for coming to everyone’s rescue and was always humble about, but the most recent attack required the entire Guard to have to deal with while this was all going on and instead of being even acknowledged worthy of the two expected words “Good Job.” it was completely sidelined in favor what his older brother had done. And that left the black-maned lion’s scorned with bright fiery green eyes burning with heated jealousy and leaving him starting to think that he should be king instead of his older brother Mufusa.

Askari then turned away in silent anger from the very moment his efforts in protecting the Pride Lands are starting to be overlooked in favor of his brother’s growing success into becoming a strong and mighty king like their father.

In the present day, Scar quick turns away out of their sight before quickly disappearing in a flash.

Later in the night back in Canterlot, both Twilight and Spike were currently sleeping when the former then awakes sensing something is upon sensing that neither of the royal sisters are around and inside the castle. She moves towards her bedroom window to see the royal guards are running around looking for them. Seeing this means things are starting to get underway.

“Spike?” She gently motioned the baby dragon to wake up who was still muttering in his sleep.

“Check-check-check-check-check-check...”

“Spike!” She repeated louder to get him to wake him successfully this time around.

“Ungh... What time is it?” He asked.

“It's the middle of the night! But it could be morning. That's just it! I can't tell!” Twilight answered while directing his attention to the sky from their window.

Both the sun and the moon are both up at the same time. “Whoa. That is weird.”

Twilight was quick to lead his dragon companion out the door. “Come on, Spike, we have to find out what's going on.”

Outside of Canterlot, many ponies have taken notice of what is happening in the sky and are all trying to wonder what this is all about along with some of the Pride Landers along with Ono.

“Odd.” Ono remarked to himself. “Both the sun and the moon are up. How very unusual.” He then sees the commotion down below.

“What do you think it means?!” One of the lady ponies asked.

“I don’t know.” Laini responded while shuddering. “I hope it doesn’t mean something terrible is about to happen.”

“I just hope it doesn’t mean we’re in great danger.” Muhungus who had Muhunga by his side greatly worried.

“I just hope it doesn’t mean I have to stay awake.” Thurston complained.

“Seriously?” Bupu deadpanned. “Aren’t there more important things in life other than thinking about yourself?”

“Yes there is.” The clueless zebra replied.

“Urgh!” Bupu groaned. “Sometimes I wonder why I even bother talking to you.”

Just then Twilight arrived on the scene along with Ono spotting her.

“Princess Twilight will know!” One of the ponies quickly spotted her come outside and it didn’t take less than a second for everyone nearby to start crowding around her hoping for answers to why this is happening.

“What is going on?”

“Why is this happening?”

“What should we do?”

Bupu, Lanini, and Thurston all asked just when two royal guards arrive on the scene.

“Your Highness, you must come with us.” One the guards addressed her before leading her, Spike, and Ono inside.

Once they were all inside Ono was the first to ask the question. “What in the name of Canterlot is going on here?”

“It's Princess Luna and Princess Celestia.” The first guard addressed the three.

“They're gone!” The second guard added.

Spike and Ono gasped while Twilight could only muster a surprised look on her face.

“Hapana!” The latter exclaimed.

“But I don't understand! Where are they?” Twilight asked still trying to sound shocked at what she is hearing.

“We don't know.” The first guard answered empty-hoofed. “It seems that Princess Celestia and Princess Luna have simply... vanished.”

“Vanished?!”

“Oh…”

Both Spike and Ono were left both shocked to the point of fainting.

“This is why we have come to you.” The first guard explained their presence before bowing to her along with the other guard.

Immediately, Twilight took charge of the situation. “I want you to continue the search for Princess Luna and Princess Celestia. We have to find them before ponies start to panic. There must be some clue that can tell us what's happened to them. If you find something, anything, let me know immediately.” The guards immediately saluted and ran out to carry out her orders before she turned to the egret. “Ono, fly back to the Pride Lands and get King Simba and the Lion Guard over here right away.”

“Affirmative!“ Ono also saluted before immediately flying off.

“Way to take charge, Twilight.” Spike commended her upon reawakening.

Although it didn’t last long when another guard immediately barged inside. “Your highness! News from Ponyville! The Everfree Forest appears to be... well... invading!” He reported to which had Spike fainting once more.

“We’re on our way over there! Join the other guards in search for the other princesses.” Twilight said to the guard who immediately saluted and carried out her orders.

“Of course, your majesty.”

Once the guard had left, Twilight secretly smiled to herself seeing that everything is on the way to being resolved.

In Ponyville, at the home to all critters in Ponyville are all of the friends and family to Fluttershy all holed up inside her cottage greatly shaken with fear in their hearts.

“Excuse me... Oh, pardon me...” The yellow Pegasus said to every critter she comes across without stepping on anyone’s tail. “Are you all right?” She asked the squirrel she picked up curling her tail together before jumping inside her long pink mane. “My goodness, what is it that has caused you all such distress?” Harry the Bear released a terrified grunt while gesturing towards the door with his eyes covered to warn her that what scared them is why. “Whatever it is, I'm sure it's nothing you need to really worry about.” She then tried to assure everyone before opening the door…

…only to suddenly screamed at the sight of overgrowing black thorned vines emerging from the ground. With her eyes widen in complete horror she immediately retreats back inside. “Oh, no, you were right. You should be worried! Very, very worried!”

This vine problem that has been suddenly emerging at her cottage isn’t the only place to where it’s popping up because it is also popping up at Sweet Apple Acres too and it didn’t take too long for the whole Apple Family to try to make an effort stop it.

“Come on, y'all! Put your backs into it!” Applejack barked while she tried to chew them all along with the others.

But none of them could remove the overgrowing plant infestation. Not even the strongest pony who finds himself completely and swiftly outsmarted by them.

“Eeyup. Nope.” He grunts every time he thinks he’s got the weed but every time he doesn’t.

“Dagnabbit.” Applejack cursed while straining from her futile efforts. “We ain't never seen this kind of trouble with weeds before.” She then looks at the plants up close. “Now that I think about it, I've never seen these kinds of weeds at all! Have y'all?” She turned and asked her brother.

“Nope.” He answered while getting bumped in the rump by another vine.

“Where the heck are these things comin' from?” She wondered while noticing that these plants are sticking to just the ground. “And what in tarnation is goin' on with the sky?!”

Said blue thorns are appearing in black colored clouds from above.

”Oh, no, you don't!” The town’s weather pony cried trying to assert her hoof on the matter. “This is Ponyville territory, and we aren't due for rain until after the Summer Sun Celebration. You Everfree clouds need to just head on back to where you belong!”

She quickly charged at the cloud to make it dissipate only fly right into it before dropping down towards the ground like she flew into one of Pinkie’s bubblegum trampolines.

“Whoa!” She yelped and then saw that these are clearly these are tough clouds before regaining her ground and flying back up to try it again. “Gonna make me do this the hard way, huh?”

The cloud not only did so, but brought four more clouds over to assault her with lightning bolts until she flew off burnt in defeat.

At Carousel Bouitque, Rarity so far aware of what was going on outside yet, has opened the curtains from one of her windows with her magic.

She hummed to herself until she got a look at the sky. “Hmm. Something strange about the sky.” She shrugged before turning away to help herself to a cup of tea. But the magic the vines are produced had slipped inside and onto her horn causing her tea pot to perform tricks on her. “What in the name of calming chamomile is going on?!” She exclaimed when the tea pot poured hot liquids on one of her sunhat.

Once it was drenched the runaway teapot flew straight towards her pet cat to do the same. “Opalescence, darling, I'm so sorry!” She quickly apologized. “I promise I am not doing this on purpose!” She licked her hoof and canceled the aura surrounding her magic to which canceled out the chaotic magic thus the tea pot falls down to the floor while breaking and spilling tea on the carpet. ”It wasn't me, I swear!” She quickly said to Opal who still gave her the stink-eye for what happened before turning and walking away with her head up high.

Good things there were more important things than spilled tea and a broken tea pot to worry about at the time.

“Ooh, Sweetie Belle!” She grimaced before calling her little sister’s name thinking she is behind this. “If this is some sort of prank you and your little Crusader friends are pulling, I find very little humor in it!”

Said filly was floating around upside down by the same chaotic magic into the same room as her. “Rarity, you have to help me! I think something's wrong with my horn!”

Said scene was observed by Scar just outside and unnoticed. “Correct, little filly.” He whispered in her direction before disappearing.

Back in the Canterlot Castle, Simba and the Lion Guard have all arrived on the scene and are meeting with Twilight thanks to Ono quickly relaying the information to them.

“Simba! Kion! Lion Guard! Thank you all for meeting with me on such short notice.” She greeted them now wearing her element-connected tiara. “I assume Ono told you of what’s going on?”

“Yes, he did.” Simba answered. “And whatever is going on around here is not good.”

“It’s not.” Twilight seriously stated.

“It sure is a weird time for both the sun and moon to be up.” Bunga commented

“How in Equestria did this happen?” Kion asked trying to make sense of the sky.

“That’s the part I’m still trying to find out.” Twilight quickly answered. “And we have no time to waste. Both Princess Luna and Princess Celestia could be in great danger.”

“And from the looks of it, it looks like Scar is setting his plan to takeover in motion and has already started by capturing them.” Kion deduced.

“All the more reason to find and rescue them.” Simba added with a resolute tone. “Go on head to Ponyville! Get the Elements together!” He ordered of the Guard. “I’ll catch up with you shortly once I calm everyone down.” Kion and Twilight nodded before leading the group on over there.

Once the Guard got outside, Twilight flew up in the sky at full speed with Spike in tow. “I’ll meet you all there!”

While Twilight and Spike flew on over there, the Lion Guard took the train on over there.

During the ride of there, Bunga was the first to notice the overgrowing vine infestation. “Whoa! What are those?” He pointed to the black vines with blue thorns on them.

“Hevi Kabisa!” Kion exclaimed upon noticing along with the others. “I don’t know! Ono?”

“Hapana?! I wish I knew!” Ono stated with nothing before flying out and examining the Everfree Forest nearby. “It looks like giant plants with sharp thorns are growing right out from the Everfree Forest! YAAH!”

One of them busted a hole through the windows sending their train ride split in half and off the tracks from the impact.

Kyoga acting quick created a force field from her paws around them and leaps forward with the Guard in tow away from the runaway train.

“Hang on!” She shouted while bringing everyone to safety while their ride crashes into the forest which disintegrated the vines into ashes.

With their ride destroyed, the Lion Guard has no choice but to make it to Ponyville on foot. “Let’s go!” Kion urged the group before leading the team on over there prepared to use his precise Roar of the Elders when needed.

It proved useful when the vines have attempted to try to attack and restrain them along the way. But most of the Guard was able to swiftly dodge and evade the vines from every angle.

“Huwezi!”

“Whoa!”

“Aah!”

Fuli, Bunga, Ono all shouted while narrowly avoiding getting ensnared by them.

But Beshte wasn’t so lucky, along with Bunga when he ended up tripping over a rock he didn’t see!”

“Aah!” Beshte screamed in pain just when a distracted Ono ended up getting knocked down to the ground by the impact of the crash landing

“YAAH!”

“Kion! Help!” Bunga cried to which Kion growled at the sight of his friends being in danger.

“ENOUGH!” He shouted before unleashing a very powerful roar to send all of the vines away and off of their roots flying far back into the Everfree Forest.

Once Kion calmed himself down having nearly lost control of the Roar there he turned to his recovering friends. “Are you both okay?”

“I’m okay.”

“Me too.”

Both confirmed while Beshte manages to get back on all four legs, thankfully, not a single scratch on him from the impact.

By then everyone was able to group together at the library where Twilight and the girls are already doing research for possible answers where Rarity is the first to express her relief that the Lion Guard were able to make out alive. “Oh, thank goodness!”

“We were beginning to worry about you.” Fluttershy added in worried relief.

“We’re fine. Thanks for asking.” Kion assured everyone.

“I dunno if you've noticed…” Pinkie then addressed. “…but the Everfree Forest is just a teeny-tiny bit out of control.” She said while rolling her eyes around in a jumbled manner before her tail started twitching once more before ducking.

When she did Rarity along with Ono were knocked aside by one of the vines bursting through the window unexpectedly.

“Affirmative.” Ono repeated before dropping his head to the ground again.

“Guess it turned out you were missin' something here in Ponyville after all.” Applejack told them while quickly shutting the window.

“Apparently.” Kyoga remarked before helping both Rarity and Ono up.

Both were okay after shaking their heads with the white unicorn turning to Twilight hoping she has answers on how to fix this. “But perhaps you already know what's causing all of this calamity. Has Princess Celestia sent you to dispel it posthaste?”

“Not exactly.” She replied trying to find the right words to describe it. “You see, Princess Celestia is, well... she and Princess Luna are both...”

Spike unable to hold it in while Twilight drags it out then blurts. “They're missing!”

Hearing this had the girls gasping in horror while Spike covers his mouth since he didn’t mean to say it like that.

“And from the looks of it…” Kion added. “…it looks like Scar is behind this in his plan to take over Equestria.”

“Which means…” Twilight pressed forward while retrieving the other elements from the nearby glass case and placed them around the Mane Five’s necks along with Kyoga’s amulet. “We’re going to need the Elements of Harmony and all of the magic we can get in order to stop him.”

“Oh, yeah, just like old times.” Rainbow cheered with her hooves pumped up ready for act while Fluttershy and Rarity look on confidently ready to face the evil lion.

“A-boo-yah!” Pinkie also cheered while sharing a hoof bump with Twilight.

“About time if you ask me.” Bunga cracked his knuckles ready for action.

“I told ya we'd always be connected by the Elements.” Applejack gently cemented her previous words to her alicorn friend with a heartwarming hoof on her shoulder to which Twilight just smiled in response.

Twilight would then think to herself thinking more and more about their surroundings. “Hmm...Half day, half night... strange weather patterns... out of control plants.” She said while thinking of something else that could have caused this. “I think I'm starting to get a pretty good idea of who we're really up against.”

“Who?” Kion asked in confusion.

“Yeah! Who else could it be in on it other than Scar?” Bunga asked in agreement.

“Someone who is capable of performing chaotic magic.” Twilight answered with a more focused expression before leading everyone outside.

“Discord, of course.” Kion realized upon seeing the slightly chaotic magic around them before following her lead.

Once they got to the middle of town, everyone all formed a big group circle when Twilight works her magic from her crown to activate the Elements. When the Elements activated, Kyoga activated her magic with Kion using the power of the Roar in the center of the circle towards the Element’s magic. When the magic cleared up, Discord appeared while treating himself to a bath.

“Winter Wrap Up, Winter Wrap-ooh!” He sang to himself before seeing the Lion and Pony Guard surrounding me. “Now, Twilight…” He playfully began with a laugh while quickly covering himself with a towel. ”…you know Princess Celestia said that you were to give me a heads up before you summon me with that little spell she gave you. In case you haven't noticed, I was in the middle of a particularly invigorating shower.” He then said before teleporting the towel away and shaking his rear end in front of the alicorn.

Kion evidently was having none of it before pushing it out of her face. “E-nough! Release Princess Celestia and Princess Luna, and stop the Everfree Forest from invading!” He demanded of the slightly taken aback draconequus.

“Why…” He feigned announce with a chuckle while briefly appearing as one of the vines wrapping itself around the alicorn. “…whatever are you talking about?”

“Don't you play dumb with us, Discord! We know you're the one behind all of this!” Applejack quickly confronted with an accusing hoof in his direction.

“And that you hired some help to do his dirty work!” Kion added furiously.

Discord slinked away in response before teleporting to one of the nearby houses and started taking pictures. “Don't get me wrong. I absolutely love what you've done with the place, but I couldn't possibly take responsibility. I'm reformed, don't you remember?” He added in reminder while kindly nudging at the two members of the Guard who greatly encouraged it.

Rainbow like many others weren’t in the moment of buying it by flying right into his face. “Yeah, right! This has got your cloven hoofprints all over it!”

“Admit it!” Ono demanded doing the same.

“I'll have you know that I have only one cloven hoof.” Discord irritably corrected before smirking while using said hoof to get them both a good kick in the rumps. “Such accusations. And here I thought we were friends.” He added with buttoned up eyes and a slightly hurt tone.

“Drop the act, buster! We're onto you!”

“Yeah! Confess your role to Scar already!”

Both Pinkie and Bunga seriously stated to them.

“Ladies, guys…” Discord still gently asserted while pinching the two of them on the lips. “I'm innocent. Would I lie to you?”

“Yes!” Everyone sans Fluttershy and Beshte all answered without second thought.

“Um, maybe?”

“I mean you do still have a tendency to pull some pretty mean tricks on us.”

Both Fluttershy and Beshte honestly voiced their thoughts.

“Well then, it seems we've reached an impasse.” Discord returned still asserting his stance. “I'm telling the truth, but you think I'm lying. What do friends like us do in a situation like this, Princess Twilight?” He then turned to the alicorn looking on stoically when he moves to place an arm around her body and stretched her cheeks. “Congrats, by the way, on the promotion. You totally deserve it.”

“Thanks…” Twilight replied without any change in emotion. “…and I believe you.”

“You do?” Everyone else minus Fluttershy, Beshte, and Kyoga all questioned in surprise while Discord asks looking pleased.

“Well, finally! Somepony willing to give me the benefit of the doubt.” Discord said. “The rest of you could learn a lot about friendship from my dear friends Shutterfly, Beshte, and Twilight here.”

“Um, it's Fluttershy.” Fluttershy quietly pointed out.

“Oh, right, whatever.” Discord quickly dismissed it.

“If you're not the one responsible, then help us figure out who is!” Kion demanded.

“I suppose I could, but after all the hoof pointing and besmirching of my good name, I just don't know if I'm up to it.” Discord refused while pretending to be hurt before nonchalantly knitting the black thorny vines much to the young prince’s growling frustration. “Why don't you ask your zebra friend if she knows anything?” He then suggested.

Speak of the zebra just happens to be carrying a cart full belongings in tow with Twilight the first to spot her very pleased to see her again along with the others. “Zecora!”

Upon seeing that she is struggling, the Guard quickly helps her unload before she hurts herself. Twilight and Kyoga used their magic to untie her from the wagon, while Pinkie and Beshte quickly scoot her wagon away, while Fluttershy and Rainbow Dash carefully lift her large overfilled bag off of her shoulders and onto the ground.

“From my home, I have had to flee! The forest has grown too wild, even for me!” She explained to everyone.

“Any idea why all this is happenin'?” Applejack asked before having to snatch back her hat when one of the vines tried to take it off of her head.

“And where the princesses are being held?” Fuli added.

“I'm afraid it is a mystery to me as well…” Zecora apologetically replied. “…but I may have something that, if combined with a spell...” She added before turning to her luggage and pulled out a big glass vial containing a purple liquid in it. “I do not dare to use it myself, the results would be tragic. It only responds to Alicorn magic.” She said while turning to the scarred princess. “Princess Twilight, you can turn the potion from purple to white. After a sip, you may see why the sky is day and night.”

Twilight without hesitation gave good concentration and focused her dark magic to turn the potion’s color from purple to white.

“Oooh!”

“Milk!”

Both Pinkie and Bunga expressed in awe with the latter considering of actually drinking it until the alicorn princess quickly levitated it away from him and took a good drink from it.

“Hmm.” Twilight said while licking her lips

“How do you feel?” Kion asked.

“Well….” She started before her wings suddenly spread out while her eyes suddenly flashed and glowed pure white leaving the Guard startled by what had just happened.

Next thing Twilight herself knows she finds herself in a throne room of a different castle.

“Not... another step!” Luna angrily stated with her wings spread out while emerging from behind the blue throne that matches her color scheme. “Did you really expect me to sit idly by while they all basked in your precious light? There can only be one princess in Equestria! And that princess... will be me!” She further shouted with her rising anger before slamming her hooves onto the ground creating a small crack and hole in the ceiling.

She then used her magic to levitate the moon right in front of the sun creating a solar eclipse which created black wisps of winds and dark magic to circle and engulf her. The magic surrounding her got intense when she is covered in a red-orange sphere of magic before she reemerged having undergone a powerful transformation. One that had her appearing with black-colored fur, having sharp fangs in her teeth, and decked in blue armor, boots, and a helmet. The same mare that the Lion and Pony Guard defeated… Nightmare Moon.

Twilight intently watches the scene unfold before her very eyes while everyone else in the present all watch on with worried anticipation wondering what their alicorn friend is seeing…

…Something that Scar is secretly watch from one of the nearby house rooftops unnoticed with a sinister expression feeling it is time for the alicorn to know the truth about what happened both for Luna when she became Nightmare Moon. Not only that, the truth of how Scar himself became the villain he is today…

Author's Note

In the beginning of this special, we have the beginning of the dry season where the Guard's challenges in keeping peace in the Pride Lands proves more difficult with less food and water along with extra heat which causes unrest among the Pride Landers along with stirred tension between one and another.

In the process, this has created some worries and self-doubt within the Leader of the Lion Guard at the same time, Twilight is getting accustomed to her recently acquired title and transformation into an alicorn princess as this story overlaps with the show's Season 4 premiere.

Meanwhile, Scar has now enacted his grand plan to take over Equestria, and he has managed to successfully capture both Princesses Celestia and Luna in the process and is ready to move on to the next part of it, which requires the Guard to make a venturous trip into the Everfree Forest. The very forest that brought them all together.

Also, we are now starting to get another glimpse into Scar's backstory a little more of how he became to be the villain he is today to which we will see how it all unfolded in this next and upcoming part while Twilight comes to witness a flashback of how Princess Luna became Nightmare Moon over one thousand years ago...

Episode 23: Rise of Scar Part Two (the 100th episode)

Episode 23:

Rise of Scar Part Two

Once Nightmare Moon is done her evil cackling after being transformed she immediately blasts magic at the ceiling causing parts of it to fall to ground. Twilight was quick to dodge them to avoid get hit by them. Once she lifts her head up she finds herself facing Princess Celestia who is facing off against her transformed sister with glaring anger in her eyes at the same time Nightmare Moon strolls up to her sister.

Princess Celestia then flies up as Nightmare Moon blasts magic form her horn at her sister to which she was quick to dodge as the blast struck the ceiling again causing the moonlight from the sky to appear visible from the castle.

“Luna!” Princess Celestia assertively addressed her while folding her wings. “I will not fight you! You must lower the moon it is your duty!”

“Luna” the dark mare questioned dismissively. “I am…Nightmare Moon! I have but one royal duty now: to destroy you!” She then shouted and shot out another powerful laser towards her older sister, causing her to jump and retreat after being caught off-guard by her sudden attempt to attack her. “And where do you think you’re going?” She called out to her while pursuing her in flight.

Twilight still observing the scene quickly opened her wings and took off after them to continue observing their fight from behind. Nightmare Moon relentlessly attempted to harm Celestia, but Celestia was able to dodge these beams of magic as if there was nothing else she could do just barely. These harmful magic attacks landed at the sides of the buildings and even destroyed a supporting arch. Even when Twilight had to quickly dodge and evade the falling debris to avoid being hit it didn’t stop her from pursing the two sisters at the same speed she has been maintaining.

However, it wasn’t long before Nightmare Moon finally managed to strike Celestia causing her to scream in pain as she falls down back into the castle through one of holes created from one of Nightmare Moon’s blasts. Nightmare Moon then cackles evilly again at her moment of triumph.

Twilight then flies down towards the knocked down princess back inside the castle with greater understanding of how their feud all happened just when Princess Celestia gets up on her feet after recovering from the attack who now looks on at Nightmare Moon’s direction with grim determination.

“Oh, dear sister. I am sorry, but you have given me no choice but to use these.” She spoke to herself with a tone of regret with what she is about to do as she used her magic open a secret chamber where a statue rises from the floor. It is the statue used to contain the Elements of Harmony with six gems on six separate pedestals.

The sun monarch flies up as she uses her magic to raise the six gems including the element of magic hidden in one of the stones and circle them around her causing a bright burst of magic to form around her. Fueled by the elements powers she rises up to face off against Nightmare Moon again and defeat her. Nightmare Moon glares her down reading her horn once more while Celestia does the same with regretful tears in her eyes as she prepares to banish her to the moon.

Nightmare Moon blasts a beam of magic from her horn as Celestia does the same with her horn powered by the Elements of Harmony creating a Beam War between the two. While Nightmare Moon initially holds her own, she finds herself overwhelmed by the elements powers as the beam battle goes in Celestia’s favor. Realizing what is about to happen all Nightmare Moon has to time to do is scream “NOOOOOOO!” as she is utterly consumed by a bright light and banished to the moon she will continue to remain there for the next thousand years.

Once Twilight recovered from seeing the vision she rubs her eyes and then sees she is now back in the present day where she stood as the others look at her in an odd way.

“Why are you all looking at me like that?” Twilight confusingly inquired.

After a moment, Applejack broke the silence to answer “It’s just you were mumbling to yourself…” She began to answer.

“Along with being rather quiet with what you were seeing, whatever it was…” Fuli added in concern.

“Ooh! Don’t forget all the thinking out loud you were doing.” Pinkie Pie included.

“We’re really worried about you?” Fluttershy added just as concerned as the cheetah next to her.

“Eh…” Discord shrugged while watching from the top of one of the spiky branches from the Everfree Forest. “…could have been better.” He then pulled out the images of what Twilight was doing while observing the flashback scenes. “Could have cried and made it more of a one-pony theater.”

“Are you serious?” Kyoga asked rather disgusted at his taste of humor at Discord who simply shrugged.

“Hey, it’s just my honest opinion.” He said to which Applejack and Rarity shook their heads in annoyance for how he said that.

“What did you see?” Kion then asked hoping that it provided the answers that they are looking for.

“Did you find out where Scar is keeping the princesses and where we need to find him?” Rainbow Dash asked while aggressively pounding her fists together.

“I saw something a long time ago.” Twilight merely answered. “But it didn’t explain what’s happening now.”

“Perhaps farther back still are the answers you seek.” Zecora suggested as she approached her, pulling up the vial once more. “Another sip of the potion will give you a peek.”

Twilight levitated the vial with her magic ready to experience seeing another flashback.

“You sure about this?” Spike asked while the rest of her friends give concerned looks as well.

Twilight simply drank the potion in response to Spike’s question.

“Sounds like she is sure about this.” Beshte said to the baby dragon just when Discord appears in front of them with an old-fashioned filmmaker rolling and dressed like a film-maker.

“Oh, I do hope she breaks into a song this time!” Discord eagerly spoke ready to start filming Twilight's reaction to her visions.

“You just love getting a kick out of seeing other’s cry don’t you?” Ono sarcastically asked him.

“Eeyep.” Discord didn’t even deny it.

“Ugh.” Was all Ono could say before turning back to see her the lavender alicorn finish drinking the potion her eyes her eyes glowed white again.

When Twilight opened her eyes to see the flashback clearly she finds herself seeing fish floating in the air even though there is no water. Upon seeing this she looks around the area like she has since this before as she turns to attention to the two sisters approaching somebody sitting on a chair in the distance with saddlebags on their backs and then quickly approaches them from behind so she can observe what is about to happen.

The figure in question turns out to be Discord who turns his chair around to face the Princesses who both look on clearly fed up with his antics. “Oh, this is so much fun. How about a game of 'Pin the Tail on the Pony'?” Discord jokingly asked as he holds up Celestia’s sparkling tail to which in reaction, she gasped when she looked back to see that her tail is no longer there.

Being further angered by Discord’s childish antics, she led Luna closer to him with glares of disdain towards him. “Playtime is over for you, Discord!”

“Oh, I doubt that.” He dismissed while swinging around a bag that was filled with what that looked like black popcorn kernels while munching them loudly. “Hungry?” The two alicorns only gave him a cold glare in response, even when the apparent food tapped them right on the face. “Suit yourselves.” As Discord continues to munch on his food, Celestia and Luna pulled out the Elements from their bags but they looked different by the they looked as if they had different appearance before Twilight and the others harnessed them.

“Oh! What have you got there?” Discord questioned without fear.

“The Elements of Harmony.” Celestia briefly and firmly answered.

“With them, we shall defeat you!” Luna added in the same tone.

While observing the scene, she examines the black popcorn kernels as they sink below down into the round, and figures to herself that the seeds that look the same color as the overgrowing vines that are invading Ponyville confirming to her that Discord’s past antics have indeed played a role in this.

Even when Discord is facing defeat he still laughed in the face of danger. “You should see yourselves right now. “The expressions on your face. So intense. So sure of yourselves!” He continued laughing while the two princesses connected each other’s horn as ready their magic to activate the Elements of Harmony. “Hilarious!” He chortled and laughed out, holding a claw out and his paw to his stomach just as the Elements magic landed onto him. He was immediately encased in stone in the same exact way Twilight and the others first found him.

Suddenly, her eyes were blinded again, and found herself taken someplace else. Midnight looked in amazement at the sight shining in front of her.

The princesses appearing there as well approached the highly mystical tree. “The Tree of Harmony!” Luna said as they reach the tree that is now right in front of them.

Said tree has Twilight’s cutie mark branded on the tree right above Celestia and Luna’s cutie marks to which the white alicorn flew up and sent out a beam of her magic at it.

“Are you sure?” Luna worriedly asked her sister as she flew up to join her sounding and acting unsure if what they are about to do is a good idea.

“We have managed to discover the only means by which we can defeat Discord and free the citizens of Equestria.” Celestia explained, and then began manually taking out each element inside, including Twilight’s which is now in her possession. “Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

“…magic?” Luna repeated in the form of curiosity yet understanding of her sister's explanation. She slowly approached the tree and placed a hoof on it. Suddenly, the tree flashed brighter for a second and Luna returned a small and quick yelp.

“Luna, are you alright?!” Celestia quickly met with her after that reaction worried for her well-being.

Luna stared at her hoof for a moment and then looked downwards at her chest. She gave a few sharp breaths before responding. “Yes…I’m fine.”

Before Twilight could see anymore, she was blinded again as she was now back to the present, now out of her vision.

“You okay?”

“So what did you find out?”

Both Kion and Spike instantly asked the mare as she shook her head recovering from the experience.

“I still don't know what's happened to Princess Luna and Princess Celestia” Twilight answered while lying at the same time. “But I think I know why the Everfree Forest is acting this way. Something's happened to the Tree of Harmony. I think it's in danger.”

“The Tree of Harmony.” Kyoga gasped upon putting the pieces together. “That’s it! That’s what Scar’s planning and where he is keeping the princesses.”

“Which means Scar will be there waiting for us.” Kion stated with a look of determination to stop him before leading the way in the forest’s direction. “Let’s go!”

“Ooh-hoo! I’m going to need more popcorn!” Discord reacted joyfully while appearing in his recliner chair, wearing 3-D glasses, holding an empty bag of popcorn, and drink, as if he was really watching a movie.

At the same time Scar keeps his attention on the Guard from above while keeping a close eye on them just when they all walk up to the entrance of the forest, leaving a highly familiar sight implemented in the girls minds. Only that this time around, there were large overgrowing plants around them.

“Seems like only yesterday we were heading into these woods to find the Elements of Harmony.” Rarity said recalling the night they met and worked together to defeat Nightmare Moon.

“It sure is.” Bunga agreed. “Seems only yesterday that the dark mare kidnapped me.”

“Seems like only yesterday I was foolish enough to think I should go after Nightmare Moon on my own.” Kion added while sighing at the painful memory of nearly losing one his friends to a villain but stating. “But knowing of what we're going to face in there, I know we need to face it together.”

The Lion and Pony Guard made their way inside the forest with Scar watching them closely from behind.

The group then made their way and came across the foggy swamp with water that looked acidic giving nobody any reason to touch it or even think about swimming across it at all. Not even Bunga dared to even think about swimming in it.

“We can use these to walk across…” Kion said to the group before moving to approach the stones above the water before Twilight quickly stopped him while shaking her head against taking that step. “…Huh?”

To prove her point, she flew up onto the stones to which they started shake because they turned out to be scales from a huge creature who emerged from the water who growled at them with the alicorn quickly flying off before she could be swung away.

“Oh, no.” Fuli quietly said in horror.

“Hevi Kabisa!”

“Hapana!”

Both Kion and Ono stated in more vocal horror.

“A cragadile! Run for your lives!” Rarity shouted out, leading to the others to all spread out to get away from him with the huge beast having his eyes set on Kion, Twilight, and Spike.

The targeted trio tried to only to run into a dead end thanks to a tree blocking their path leaving them cornered against the vicious reptile ready to pounce and eat them.

Twilight looking on without fear quickly flew up with her horn charged with powerful magic to stun him with Kion quickly following it up by using his claws to slash the creature’s face to buy them and Spike an opening to escape from him.

When the cragadile tried to recover, Beshte and Ono quickly charged at the creature with full force.

“Back off!” Ono shouted while constantly peaking at the reptile.

“Twende kiboko!” Beshte followed up while plowing straight into him to force him fall backwards.

Applejack followed it up by quickly lassoing the cragadile’s tail using one of the vines from the forest before the vengeful reptile could advance on the hippo to retaliate.

“Huwezi!” Fuli shouted while quickly running over to tie the cragadile’s mouth shut before it could snap his jaws on the farm pony’s head, and then used more vines to further restrain the cragadile to multiple trees nearby with help from the otherss. Twilight and Kyoga then used their magic in helping tie the cragadile’s limbs to the nearby four trees.

“Zuka Zama!” Bunga shouted while leaping on the cragadile’s snout and farted in his face. The cragadile ended up coughing and wheezing before passing out from the honey badger’s stinky smell. “That’ll teach you against messing with the Lion and Pony Guard!” He shouted at them before following after his friends away from in order to escape from being his dinner.

Once they were all far away from the subdued beast, they all sighed in relief.

“That was close. “ Twilight commented.

Applejack released a quick breath before responding. “A little too close, if you ask me. You sure you're all right?”

“I’m fine.” Twilight reassured. “Just avoided a close call there. That’s all.”

“We better keep moving.” Kion stated before leading the way on over to where the tree is with Twilight along with the rest of the Lion Guard quick to join him.

“Let’s…” Kyoga spoke in agreement.

“Hold up…” Applejack suddenly spoke up with a voice of disagreement.

“Huh…?” Kion asked when he turned to see that their pony friends aren’t following after them.

“Well, we were just thinking, and we’re thinking that maybe it be best if you went back to Ponyville and let us look for the Tree of Harmony without you.” Applejack spoke up her thoughts.

“What? Why?” Twilight inquired in slight anger at what she’s suggesting.

“For starters, you just about got eaten by a cragadilly.” Applejack further continued her reasons why.

“We all did. He wasn’t after just me.” Twilight defended.

“And it’s pronounced cragadile.” Kyoga added.

“Sure but the point is…” Applejack continued while approaching the princess. “…well, the rest of us aren’t princesses.”

“What’s that got to do with anything?” Twilight asked defensively.

“Princess Celestia and Princess Luna are gone. If something happened to you, I-I just don't think Equestria can risk losing another princess.” Applejack reasoned.

“No!” Kion asserted while standing in her friend’s defense. “The Lion and Pony Guard go in all together!”

“Yeah! Nobody but nobody gets singled out and left behind!” Bunga stated in agreement.

“Actually, Applejack does make a valid point.” Rarity said in agreement siding with Applejack. “Even if we manage to save the Tree of Harmony, it won't necessarily mean Princess Celestia and Princess Luna will return. Equestria will need somepony to lead in their absence.”

“You all do remember who my father is don’t you?” Kion reminded everyone else of the lion watching over in the princesses absence.

“Well yes, but we’re talking the need of an alicorn princess.” Rarity clarified.

Kion released an offended growl of what the Mane Five are saying while Twilight is now feeling hurt.

“But the Tree of Harmony!” Twilight protested. “I'm the only one who has seen it and knows what it looks like.”

“Huge tree, cutie marks on the trunk, probably being attacked by something hideously awful? Yeah, I'm pretty sure we'll know it when we see it.” Rainbow Dash responded as she flew down to the alicorn's eye level unconcerned.

Twilight could not believe what she is hearing and was left tearing up from the feeling she is being kicked off of the mission. “All of you feel this way? Feel like I shouldn't be here?”

“We don’t! Right girls?” Fuli voiced on behalf of the Lion Guard but the girls cemented their stance taking Applejack’s side when they decided not to speak up. “Girls?!”

“It is for the best.” Fluttershy said on behalf of the girls which further shattered Twilight’s heart looking on very hurt by her response.

“Girls!” Fuli shouted in disbelief that they are all seriously preferring that she goes back home. “You all can’t be serious?!”

Twilight simply flies away in the opposite direction while crying ignoring the pleas from the others.

“Twilight! Wait!”

“Come back!”

Both Kion and Beshte desperately called out for him on deaf ears. But Twilight didn’t listen nor turn back towards them while instead flying in the opposite direction of the group.

Kion then angrily turned to the rest of the Pony Guard for driving her away like that. “I’m going to go find and bring her back because like it or not she is going to be there for us for when we take on Scar and I do not intend on losing to him because she’s not there to back us up.”

Kion then stormed off in disappointment while running after in Twilight’s direction with Spike following after him.

“Congratulations…” Kyoga started with a tone of utter disgust and disappointment at them once more. “…you sent her away to protect her. But you also managed to drive her away in tears…again.”

“You all happy with yourselves?” Fuli sternly asked them while giving a disapproving glare at Applejack. “Was it really worth leaving her alone like that again? Huh?” The farm pony could only lower her hat down in shame. “I didn’t think so.”

“I mean honestly…” Kyoga added before turning to leave. “…when will you girls ever learn?”

“Come on, Lion Guard.” Fuli said to Beshte, Ono, and Bunga before following suit. “Let’s go get Twilight back.”

Fuli and the rest of the Lion Guard followed after Kion, Spike, and Kyoga leaving the ponies all feeling very regretful and heads hung in deep guilt of having shooed their friend away from them again.

“Thanks for speaking of the idea, Applejack.” Rainbow angrily then said to her.

“We all agreed it was the best thing, Rainbow Dash!” Applejack just as angrily fired back. “We were tryin' to protect her.”

“Expect we instead sent her away.” Fluttershy softly said sounding like she is going to cry.

“What were we thinking?” Rarity expressed slightly dramatically yet in an un-humorous manner.

“So what are we waiting for?” Pinkie asked everyone. “Let’s go over, catch up to Twilight, bring her back her, work together to beat Scar, and then save Equestria and the princesses.” She added in a motor-mouth fashion before rushing off ahead. “Not to mention the celebration party for afterwards.” She added loudly before everyone else followed after them.

Twilight flying off ahead in the Everfree Forest is still pretty upset and hurt to the core of being sent home but found herself quickly wiping away the tears when she found a nice open area for stop and pull herself together when she landed.

“Life’s not fair is it. Must be so disappointing when friends don’t treat you like friends, huh?” Scar said from right behind her back. Twilight quickly turned around and faced him upon hearing him looking rather alarmed by his sudden appearance before changing it to a more defensive ready to fight stance by flaring the magic on her horn.

“Don’t be afraid, Twilight.” Scar calmly said to her in the face of the angered mare. “I have no reason to hurt you.”

“And what reason do you have that’ll make me see that you are telling the truth?” She demanded unconvinced.

“Nothing more than my words of wisdom and vision alone.” Scar replied while demonstrating the truth from the magic from his paws showing her memories from the day he started spying on her.

“And you sure are off to great start of making me feel better by revealing of how you’ve been spying on me this entire time.” Twilight sarcastically remarked.

“Oh Twilight, it’s not about how you begin life…” Scar corrected. “…but how you move forward from it and strive to become better in life. Like me.” He then displayed a visual of him when he was an adolescent and before he got his signature scar. “Probably wondering how I got my scar are you?”

“Probably.” Twilight replied while still keeping her guard up. “Question is what does that have to do with me?”

“Believe it or not, I was about your age and not much older than Kion when it happened…” He answered before magically having the vial of potion appear in his paws. “…Back when I was leader of my Lion Guard.”

While reluctant at first to listen to him when he offers the vial so she can see for herself of how it all came to this, she then levitates the vial towards her and drinks another good sip from it before Scar takes it back and does the same so he can see it with her.

Suddenly their eyes flashed bright white before the two find themselves in the Pride Lands where they come across a younger Scar secretly making his way through the Outlands to spy on the strange lion he saw earlier.

“Who is that?” Twilight asked pointing towards the scarred lion.

“That is Hatari who I like to nickname Uovu.” Scar answered while seeing his younger self secretly monitor him talking to his snake companion. “Which also happens to be his friend’s name.”

“Look at it, Uovu.” The strangle lion said to his cobra companion. “An entirely wonderful kingdom chalked full of tasty animals and fresh water just waiting for me to rule.”

“And what about the leader of the Lion Guard, Askari?” Uovu inquired to remind him of what the fierce lion is capable of. “Are you sure you think we can pull this off? He might be on to us.”

“Not to worry my friend.” He assured undeterred. “Even if he was here right now knowing about what I’m about to do, he won’t be a threat to us at all.”

“And just what are you about to do?” Said lion asked while making his appearance well known after emerging from his hiding spot.

“Oh, nothing.” He lied to the lion who isn’t fooled at all and expecting an explanation for his open talks of his treachery. “Just talking to Uovu about how the Pride Lands here is a wonderful kingdom and how it deserves to be ruled the most powerful lion there.”

“The Pride Lands are already ruled by the most powerful lion there, my father who will see to it that you’re exiled for good if you even try to set foot here.” Scar crossly responded still not backing off.

“Right of course, my apologies.” Hatari said trying to act apologetic for not showing his due respect which did little to convince the suspicious lion in front of him.

“Cut the act and get out of here before I make you leave.” Askari warned once more. “If you know everyone here full well, then you’ll know of what I’m capable of doing and what I can and will do to you if you don’t do what I say.”

“All right, all right.” He backed off with raised paws. “I just thought since now you know that I might offer you something that might get you to change your mind.”

“And what would that be?” Askari skeptically asked while raising his left eyebrow.

“The opportunity to take what’s rightfully yours from the lion that’s going to be king soon.” Hatari explained.

“Well that’s going to be tough considering we’re equally matched in case if you don’t have brains to know that and have been more set when it comes to brute strength. And since you’re one of those lions let me make it clear that everyone knows that the first born to the king cannot be beat in a straight fight.” Askari responded rather dryly. “What miracle and special powers do you possess that make you think you have the edge over Mufusa?”

“Just the natural gift of saying the right words to get them to listen to me.” He answered with a confident smirk. “And maybe that might be enough to get you to be king instead of your brother.”

Askari thought about it for a moment and even though he is still not convinced he should trust him and is already the most powerful lion with the Roar, he admittedly thought to himself found his idea intriguing and actually considered listening him.

“And you actually listened to what he had to say.” Twilight commented upon seeing the listening smirk on past Scar’s face as he listens to the strange lion’s plan.

“Yes I did.” He admitted with a nod. “And I should have used the Roar on him when I had the chance.” He added while acknowledging his faults back then. “But at the same time I was already stewing with fury when my brother started getting more recognition for his accomplishments than me. He managed to actually treat me like a friend who really understood me very well and what I was going through unlike my brother or father who could never take the time to thank me for always looking out for them after everything I’ve done for them.”

“Must be a rare find finding the perfect friend you can trust nowadays.” Twilight quipped blankly.

“Yes it is.” Scar agreed before moving forward with the flashback to get closer to the point by showing said strange lion making his way into the Pride Lands later in the week. “Anyways, he planned on arriving in the Pride Lands where he would meet with both my father and brother in negotiating a stay in the Pride Lands. Even though he was clearly bad news from the get go, he managed to gain their trust along with the rest of my Lion Guard.”

“Seriously?” Twilight asked finding it rather surprising they he actually managed to pull it off.

“Seriously.” Scar responded with an asserting nod before shifting his eyes with a smirk. “You’d be surprised of how well manipulation works when you really get the hang of it.” He then focused his attention back on his younger self secretly watching his adversary spy on him. “And he knew how to play others like fiddles to the point he managed to turn the tables on me even when I caught on his true plan.” His younger self listened in on his private conversation with his snake friend. “He never actually intended to honor my heart’s desires to become king, but he intended to take over himself just like I predicted by plotting to kill them along with the rest of the Lion Guard. And as for me he planned on having his friend bite and scar me with his venomous fangs only offering a cure as long as I did what he said.”

“Is that how you got your scar?” Twilight asked ready to expect yes for an answer.

But instead came from his mouth was “Not exactly.” in response. Twilight was confused until Scar directed his attention to the main scene that started it all. “Probably best that you see it for yourself.”

Said scene involved his younger self angrily confronting the strange lion in front of Pride Rock where the rest of the Lion Guard along with his father and brother are.

“You might as well give up, Hatari! The jig is up!” He declared to the strangle lion who got up after being tackled by him much to the confused murmurs from his fellow teammates.

“Askari?! What is the meaning of this?!” Ahadi demanded.

“He is the meaning of this!” His bold and brave son assertively stated with an accusing claw pointed at his direction. “He’s up to no good and wants you and Mufusa dead!”

“Now come on, Askari…” Hatari tried to play it off like it’s no big idea but his accuser wasn’t letting up.

“Save it!” He firmly shut him up with a raised hoof. “I know what you’re doing! You’re buttering up everyone here so you could try to take over the Pride Lands!”

Hatari nervously chuckled at his hardening expression. “You don’t think I would honestly do anything like that…do you?”

“Yes I do! Now leave!”

Seeing he is not winning this argument, relents. “Fine! Since it’s pretty clear I’m not welcome here.”

“I’m not sorry!” Askari called out to the departing lion before taking a deep calming breath.

He smiled to himself feeling pleased that he just stopped and drove away a treacherous enemy that was going to end his father and brother’s life’s…

…But when he turned around he was suddenly met face to face with his angry brother.

“What?!” He asked wondering why he is looking at him this way.

“What is your problem?!” Mufusa angrily demanded. “Chasing away someone under false accusations?!”

“Because said accusations are true!” His brother defended just as angrily. “Don’t you see?! He wants you dead!”

“He would never do anything like that!” He crossly fired before slamming his paw on the ground. “He was only seeking refuge from the Outlands because he didn’t have enough food and water to make it through the dry season and it was going well…until you stepped in and chased him away!”

“Mufusa, you don’t understand…” Askari fired back with his temper rising in the face of his short-sighted brother. “…Hatari is not the lion you think he is…!”

Mufusa instantly raised a paw to get him to stop talking. “Oh, I understand fully well of who he is…and all I see is a jealous, pathetic, and selfish green-eyed monster who doesn’t trust his family and friends to give those who are misunderstood a chance to even see the good in others!”

Scar dropped his jaw in horror of what he just called him and is just left visibly hurt that he would have the nerve to say that to him even when he’s done nothing to him.

“That’s not true…” He defended while still stung by that harsh remark.

“Then find a way to fix it if you care!” Mufusa unsympathetically returned before storming off away from him. “I have to get back to Mzimu Grove at salvage what I can of the summit.”

Askari could not believe what had just happened and even more so when the rest of his Guard follow after him including his own father with looks of severe disappointment and disgust at the lion thinking he is flying off the handle and chasing away and insulting others for no good reason without second thought.

“Father…” He tried to explain himself.

“You have a lot to think about because I am very disappointed in you, son!” He coldly said to him without even looking at him or even letting him explain himself.

Twilight watching this was just left speechless with what she saw and the fact that his own brother, father, and friends have all coldly abandoned and left him alone even when hiss accusations in regard to the strange lion were spot on.

But back then unlike Twilight, Askari wasn’t giving up and breaking down on the spot. He was determined to stay one step ahead of Hatari no matter what others say about it.

He continued monitoring the strange lion’s every movement ever since he walked off and up until nightfall when he along with his cobra friend made their way to Pride Rock through the shadows just when the royal family was settled deep in their sleep.

Uovu made his way and slithered his way inside of the cave right towards where the king and queen are sleeping together with the strange lion following after him unaware that Askari was watching him from behind. Just before the two could carry out their secret murder attempt they were met with a low dangerous growl from the leader of the Lion Guard who slowly made his way towards them.

Seeing that he is caught red-clawed here, Hatari quickly attempted to go through with trying to take his parent’s lives only for to be quickly pounced on and tackled to the ground away from them.

Uovu quickly rushed over to try to bite Askari only to be quickly smacked aside into the nearby wall knocking him unconscious from the impact leaving his partner to fend for himself.

Askari then snarled while biting Hatari on his mane before slamming him hard into the ground and up against the back wall while trying to bit his neck to knock him out cold until to be forced off aside by his opponent.

The strange lion managed to retaliate by managing to slash Askari’s left eye after forcing him back when he attempted to finish him off when he likewise tried to use his claws to slash him and knock him out cold. Askari then growled in slight pain from having gained a new scar from the attack before regaining his ground and tripped his opponent up with his back paws before he could try to knock him aside.

Said commotion, immediately woke everyone up and drew their attention to the two lions brawling it out with paw swipes and attempted charges at each other with neither lion able to gain the upper hand on each other due to their surroundings.

“Get him!” Ahadi roared to which the Lion Guard’s Fastest and Strongest were quick to charge over and knock the strange lion back against the wall followed by a quick punch to the forehead by the Lion Guard’s Bravest to knock him out cold.

Askari then looks on with at the defeated lion with a hardened glare when he starts to wake him while groaning in pain from the hard hits he took in while his snake friend begins to slither around after recovering from the previous attack.

“AAH!” Uro screamed in pain to when she ended dropping to the ground because of Uovu biting her on the chest when everyone’s attention was focused on the strange lion.

Ahadi gasped in horror at what happened before quickly lunging over along with Mufusa to quickly corner the venomous snake with the former quick to grasp the snake by the throat before carrying him out of Pride Rock and towards the edge.

Uovu choked and gasped for air until the King of the Pride Lands released him once he was neutralized with the Lion Guard’s Strongest and Mufusa both carrying and tossing Hatari right over to where his defeated friend is lying helplessly in front of the Royal Family.

“Hatari…” Ahadi sternly began. “For the crime of attempted assassination of me and my wife you and your friend are banished from the Pride Lands. Leave now and never come back.”

“But…” Hatari weakly spoke in protest.

“He said now!” Mufusa gravely stated before his younger brother approached the two with his father and brother backing away from him knowing of what he is going to do.

Then, Askari used the Roar of the Elders to send them flying all the way back to the Outlands. But by then the damage had already been done since the snake bite was fatal and the queen of the Pride Lands had died shortly after being biten.

“Dear…?” Ahadi spoke devastated at what had happened.

“Mom? Mom! Mom?!” Askari desperately called out to her only for his expression to turn into devastation once it is clear that they have truly lost her.

“Mother…” Mufusa softly voiced before hanging his head in sorrow along with the rest of the Lion Guard with a single tear escaping from his right eye.

While Ahadi held his deceased wife in his paws placing his nuzzle around his wife’s own, his second-born son turned away from the heartbreaking scene and retreated to the Lair of the Lion Guard where he would sit himself on a stone pedestal before crying himself to sleep.

“It was a terrible tragedy of what happened that night.” Scar said to the horrified alicorn who was left saddened by what happened back then before changing the scene of him hugging his deceased mother goodbye at her funeral as many Pride Landers have gathered together and placed flowers over the poor lifeless lioness. “So terrible that my father had died in grief shortly afterwards.”

“I am so sorry that you went through all of that.” Twilight quietly said to the former leader of the Lion Guard trying not to cry herself. “I never knew you felt so alone.”

“It takes one who has been there before to see things my way.” Scar said with a solemn expression. “Like what you went through at the wedding, I too saw a potential threat to the Pride Lands yet I was pushed aside and treated like I was in the wrong. And because of that the one and only friend who truly understood me is now gone forever.”

With everything that is needed to show to her all done, the effects of the potion wore off allowing both Scar and Twilight to snap of the vision and returning their eyesight to the present day to where they are standing now.

“Face it princess…” Scar then stoically said to the mare who had nothing else to say to him when he bares his claws ready to attack her. “…like me, friendship has failed you too.”

Elsewhere nearby, the Lion Guard are around looking and searching for Twilight, yet are so far finding nothing through their efforts.

“Where is she?” Kion asked now starting to worry that something may have happened to her and it might be too late.

Fuli placed her nose on the ground to sniff out her scent and seems to be finding something. “She’s nearby, somewhere around here.”

“Ono, Spike, see if you two can spot her up high.” Kion asked of them.

“Can do!”

“Affirmative!”

The two did so without hesitation with the former climbing up a nearby tree with the latter flying up.

“Do you see her?” Beshte asked from down below.

“Let’s see…” Ono spoke while scanning the nearby landscape. “…wait a minute! Uh oh!”

“What, what?!” Kion anxiously asked.

“Twilight’s in trouble…” Spike spotted the lavender alicorn being forced against her heels in a fight against their worst adversary. “…and Scar’s got her cornered.”

“Hevi Kabisa!” Kion exclaimed now feeling like he is going to lose it. “Let’s go! And Spike…” He asked of him. “…get the rest of the Pony Guard on over here! Now!”

Spike quickly did so and it didn’t take long for him to be able to find them and tell them of what’s going on. “Twilight! Trouble! Help!” He quickly said to them.

Likewise, the Pony Guard quickly followed the baby dragon on over to where both Twilight and Scar are just when the latter knocked the former down to the ground.

Twilight herself feeling worn and beaten, heavily panted while struggling to get to her hooves just when Scar bares his claws ready to finish her off…

…when Kion quickly runs up in front of her baring his claws and teeth in her defense.

“Leave her alone!” He growled in anger at the conniving lion looking very amused.

“You really think you have what it takes to defeat me, Kion?”

“Yes he does!” Applejack stated when she along with the rest of the Guard quickly arrive on the scene ready to take him on. “You mess with one of us, you mess with all of us!”

“That’s right!” Bunga stated. “We’re not scared of you!”

“Oh really…” Scar’s amusement was increasing by the minute before readying himself for that fight. “…then bring it on!”

“You asked for it!” Kion stated just when both Fuli and Rainbow step forward rush over to charge right at him.

Scar, ready for their attacks quickly leaped out of the way while dodging their attacks.

Rainbow first tries to fly in at top speed to knock Scar right in the face, only for her opponent to counter the attack by magically conjuring fire and sending a blast of hot flames right at her to throw her off of her flight. Seizing this opportunity, Scar quickly leaped up with a fire-enhanced boost and sent the Pegasus away with a hard punch and swipe to the face sending her flying away deep into the nearby bushes.

Focusing his attention on Fuli, he quickly flew back down and traded swipes with the cheetah before knocking her aside when he backhanded her away in the jaw while quacking tripping up the honey badger from one of his back legs and then kicking and knocking him out when he sent him flying backwards into the nearby tree.

When his back was turned he is suddenly lassoed by the cow girl who tried to wrestle the lion down with all of her might while Beshte follows it up with a charge to knock him out hard. But even the Guard’s strongest wasn’t enough to weigh him down, when he planted his claws deep in the ground and pulled the orange earth pony off of the ground and sent her flying right in Beshte.

“WHOOOOA!”

“Twende….” POW!” “…kiboko.”

The strong duo were both knocked out silly with stars floating over their heads before passing out.

“Yoo-hoo! Come and get me!” Pinkie taunted while leaping around Scar.

“Don’t forget about me!” Rarity added with a charming smile while doing the same in the opposite direction along with Fluttershy.

Scar saw himself having the three evasive ponies circling around him before seeing that Ono is attempting to charge and peck at him to buy time for Kion and Kyoga to try to tackle and wrestle him down.

Rather than take the bait like the three ponies want him to do, he instead levitated the egret over to him while throwing him around like he is lassoed up. He then sued both front paws to whip the daylights out of the three ponies with three decisive blows to send them crashing down to the ground before quickly pouncing on Kion while kicking aside Kyoga.

“Nice try, Kion…” Scar complimented in a rather backhanded manner. “…but that wouldn’t be enough to defeat me.” He added while baring his claws once more to finish him off…

…before being suddenly knocked off and pinned to the ground by his father who suddenly arrived on the scene.

“Keep your claws off of my son!” He angrily yet coolly stated in the face of his struggling arch-enemy.

“Oh, no problem…” Scar calmly replied even when his nephew places a paw on him to choke him into submission. “…but be warned, I will be back!” He croaked while gasping for air before fiddling his claws to create a smoke screen while knocking Simba back with a swipe of his right paw and aside before making his escape.

Once the smoke cleared up, Scar himself was gone with no trace to where he disappeared to.

“Are you okay?” Simba quickly tended to both leaders of the Guard just when the Pony Guard’s leader was approaching him.

“I’m okay.” She reported.

“Me too.” Kion added when his father helps him up to his paws. “Thanks, dad.”

“Of course.” He warmly said to his son in an embrace while bringing in Twilight too. “

“Well hoowee, I sure am glad you came looking for us.” Applejack said to the lion king in delighted relief.

“Not as glad as I am seeing that you all found and came back to me.” Twilight added sounding very pleased to see them.

“The truth of it is…” Rarity began apologetically. “…we’re simply lost without you.”

“And we shouldn’t have sent you away like that.” Applejack added regretting even suggesting the idea in the first place.

“Yeah. Equestria may need its princess... “ Rainbow began.

“ ... But we need our friend.” Fluttershy finished while placing a hoof on the purple mare’s shoulder before the whole Guard gathered together for a group hug.

“Shall we move on?” Simba asked ready to move forward with the mission to rescue the two sisters.

“Let’s.” Twilight stated with a smile before leading the way on over there.

With all said and done, the Lion and Pony Guard along with Simba all went to the Tree of Harmony, where Twilight examines the tree that she saw in the flashback yet covered with plants and thorns. She flew up towards where her cutie mark was marked on. When she tried to stretch out a hoof to touch it, one of the roots immediately wrapped itself around her hoof, causing her to quickly react by using her magic to shoot a beam at it, splitting it in half. As the vines wrapped around that part of the tree she began thinking back to Celestia’s words from the flashback played back in her mind.

“Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

With that Twilight flies back to the others to tell them what they need to do to save the tree.

“Well…” Kion asked if she what they need to do.

“I know how we can save the tree.” Twilight announced before warning everyone. “But it comes at a cost.”

“Like what?” Bunga asked when the alicorn in the air turns her attention to the Mane Five.

“We have to give it the Elements of Harmony.” She told them to which had them react very stunned and concerned hearing this.

“What?!” Everyone in the Guard exclaimed.

“Whoa, whoa, whoa, heh. How are we supposed to protect Equestria?” Rainbow quickly brought up while landing in front of Twilight.

“How are we meant to rein Discord in if we can't use the Elements to turn him back to stone?” Rarity added also stepping forward.

“And how is Kion supposed to use the Roar if we don’t have to them to back us up with?” Ono asked. “Along with Kyoga using her magic.”

“Twilight... The Elements of Harmony...” Applejack further mentioned to back Rainbow Dash and Rarity up as she approached Twilight. “They're what keep us connected no matter what.”

“You're right about one thing, Applejack.” Twilight agreed. “The Elements of Harmony did bring us together. But it isn't the Elements that will keep us connected. It's our friendship. And it's more important and more powerful than any magic. My new role in Equestria may mean I have to take on new responsibilities, and our friendships may be tested, but it will never, ever be broken.”

The more she explains herself, the more everyone else begins to see things her way.

“You’re right, Twilight.” Kion was the first to speak in support of her. “Our friendship has indeed kept us connected even with everything that has happened so far. And even though the elements are necessary, the Tree of Harmony needs them now more than ever.”

“But Scar…” Rainbow tried to protest the necessity of having them.

“…will be defeated as long as we work together.” Kyoga asserted. “We’re already capable of protecting Equestria and the Pride Lands without the Elements. And if we can fend of the bad guys on a daily basis that I’m sure we can take on Scar as well.”

“And I believe I you.” Simba gently added in great support of her decision.

“Besides, I’m pretty sure the tree really needs them very badly.” Fuli added pointing to the nearly covered tree that’s about succumb to the rotten plants around them.

“Which means there's no time to lose." Twilight then said before flying back up in the air. "Everyone ready?”

“Ready!” Everyone stated.

Twilight then focused her magic to take the gems off of the girl’s necklaces along with Kyoga’s amulet and then circles them around her similar to how Princess Celestia did in the flashback before having the gem from her tiara join in. At the same moment, both Kion and Kyoga get ready to work their magic in backing her up.

At that moment, the vines reacted by grabbing her which causes the band of friends and allies to gasp in shock. Twilight after a little struggle then calmly continues using her magic to send the gems back into their respective stone cases on their respective cutie marks while the vines continue to consume her when she puts her gem onto wear Twilight’s cutie mark is.

At that moment before Kion and Kyoga work their magic in fueling the magic needed to further fuel the Element’s magic when all six elements now connected onto the tree again. The combined power and magic from Kion’s Roar along with Kyoga’s magic produced a bright light that magically shines the tree causing all of the vines to disintegrate thanks to the tree’s now restored magic.

The tree is then restored to its former glory as the brightness dies down as Twilight flies down to land in front of the girls as a pair of the last leftover vines disintegrate too.

When they disintegrate they reveal that Princess Celestia and Princess Luna were trapped by those vines as they awaken now free from their control causing the girls to smile to see that they have found them and that they are both okay.

Twilight acting relieved to see they are all right is the first to approach them in a warm embrace.

“We know how difficult it must have been for you to give up the Elements. It took great courage to relinquish them.” Princess Celestia told her while commending her for her actions as the girls look on in pride.

As Twilight continues to embrace the princesses she is drawn to the tree as it shines another light causing her to step forward towards the tree. Magic produced from the elements stream up to the element of magic causing a small rainbow stream on the tree to stream down through Celestia and Luna’s cutie marks through to the bottom of the tree’s roots as a flower is produced from the tree. Twilight touches it causing it’s petals to open up revealing a bright chest with twelve keyholes.

“What's inside it? How am I supposed to open it?” Twilight asked as the Princesses looked at the closed chest with her.

“Twelve locks, twelve keys.” Luna said while examining the chest. The two turn their attention to Princess Celestia for answers.

“I do not know where they are. But I do know that it is a mystery you will not be solving alone.” Celestia explained as the others smile in her direction as Twilight turns away to look at the chest seeing that the elements are back where they belong.

“Because you have all of your friends from the Lion and Pony Guard to help you out.” Simba declared to which they all smiled confidently ready to assist her to which Twilight returned in kind before leading the way back to Ponyville.

As everyone made their way out of the forest, Discord appeared with a party horn being heard in the background with a number one foam finger in his right hand while holding a colorful flag in his left with two number one wooden signs posted a small distance from them in the nearby field and banners with the six ponies faces on them with Rainbow Dash, Rarity, and Pinkie’s faces on one and Twilight, Applejack, and Fluttershy’s on the other. He also had two more banners in tow with the Lion Guard’s faces on them. Kion, Fuli, and Bunga on one, with Beshte and Ono and the other.

“Bravo, ladies, bravo, gentleman!” Discord cheered out loud as he wiggled his fingers right in front of Rainbow Dash and Ono. “How ever did you save the day this time? Blast the beastie with your magic necklaces, I presume? Where are those little trinkets of yours? You know the ones you use to send me back to my extremely uncomfortable stone prison?” He added as he noticed that the elements were gone as he appeared in a miniscule size while wearing a cowboy outfit on Applejack’s back to which the farm pony sighed in response, knowing what ideas he most likely would get if he found out what happened.

“Gone.” She honestly answered.

“Gone? Gone?” He repeated in an intrigued tone, tapping his paw and claw together while looking up with bad intentions.

“But our friendship remains!” Fluttershy immediately stated to him with a cross expression that had him dropping his smug grin. “And if you want to remain friends, you'll stop thinking whatever it is you're thinking and help us clean up.” She further scolded him to the point he slowly shrinked to miniscule size before he disappeared and reappeared in a maid’s outfit in his normal size.

“Fine. But I don’t do windows.” Discord returned defeated while holding up a feather duster.

“One thing I don't get. Why did all this happen now?” Applejack couldn’t help but wonder as they continued walking forward.

“I have no idea.” Discord answered just as surprised. “Those seeds I planted should have sprouted up ages ago.”

“What did you say?”

“Are you kidding me?”

“And this is coming up now?”

Kion, Fuli, and Ono all expressed upon hearing this come out of his mouth in contrast to Twilight’s silent knowing expression.

“Oh, why should I try to explain it when you can see for yourself?” Discord said while displaying a flashback screen via a TV he conjured which displayed of what Twilight saw with a snap from his fingers.

“Play time is over for you, Discord!” Celestia in the past sternly spoke to Discord a thousand years ago.

“Oh, I doubt that.” Past Discord scoffed before offering black popcorn-like kernels from his bag of snacks with some thumping on the sister’s heads. “Hungry?”

“Well, obviously things didn't go according to my original plan. My plunder seeds should have stolen the magic from the Tree of Harmony and captured Princess Celestia and Princess Luna thousands of moons ago.” He explained as everyone saw the seeds sink into the ground after landing. Sometime later the seeds started to grow roots which spread throughout the ground until they were directly under the Tree of Harmony. The protection spell the Element’s magic produced prevented the roots from reaching the top. “Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now, that is.”

Just after Discord explained, he snapped his fingers to make the TV disappear.

“You do realize that this is information we could have used hours ago?!” Fuli angrily pointed out.

“When we questioned you from the start?” Kion also brought up just as angrily.

“And rob you and your friends of a valuable lesson about friendship?” Discord asked while tugging and stretching Kion and Fuli’s cheeks. “What kind of friend do you think I am?”

“Not a very true and helpful friend.” Fuli remarked rather irritated that he deliberately didn’t say so when questioned about.

“Although I will admit I found the magic used to accelerate their growth was rather dark for my taste.” Discord added with honest curiosity. “I really wonder who could have done it because it was really powerful this guy used.”

“Are you sure that anything involving Scar doesn’t ring to you?” Kion asked if he’s been working with him or not.

“Scar?” He asked like the name doesn’t ring a bell to him. “The evil lion that has green eyes burning of jealousy, the black mane, and scar over his face with the loom that screams evil on first sight?“ He questioned while the prince looks on not sure whether he is telling the truth or not.

“Now wait just a darn minute.” Applejack stepped forward and inquired still finding it’s not quite adding up here. “You’ve never met Scar nor seen him himself?”

“Well I’ve heard about him…” Discord answered honestly. “But I’ve never actually met him myself nor heard of what he sounds like.”

“Really?” Applejack questioned yet senses he is telling the truth. “Not even a single word from the lion’s mouth?”

“Nope.” He replied before asking. “What does he sound like?”

“Well…” Twilight worked her magic in concentrating on her past memories of meeting the guy. “…like this!”

Scar’s voice is heard when he laughs.

“See what happens you defy the one true king!”

“And you all never thought you’d see me again did you?”

“Soon, my plan will take full force! First we take Canterlot and then all of Equestria and the Pridelands!”

“Ring any bells?” Kion asked once more.

Discord thought back to when he was first freed from being turned to stone. “All I remember upon being released from stone is hearing the fillies and kids from school arguing when they tried to figure out who I am. Although if Scar had the same dark magic he used to speed up the growth of the seeds, then I must have felt his magic free me. But that’s about it.”

“Hmm. Well that was very useful.” Ono stoically remarked. “And for once he was actually honest with what he said.”

“Really?” Fuli asked with the same expression. “How would anyone have noticed?”

“Well one thing’s for sure, is that the princesses and all of Equestria is safe.” Twilight declared. “And we thwarted Scar’s plan this time.”

“That’s right!” Simba agreed while looking down proudly at her. “And we have you thank even with all things considered.”

“Well what can I say?” Twilight shrugged like she thought nothing of it. “I do want I think is best for both Equestria and the Pride Lands.”

“Indeed you do.” Simba further commended to which the alicorn returned a slight blush like he is being really dotted like a father would to his little girl to which Kion chuckled at the sight while seeing that is something that he would do to Kiara whenever he is being playful and caring to her.

On the night of the Summer Sunset Celebration, the royal guards do their trumpet fanfare as every pony in attendance including the Mane Five watch eager for what they are about to see as Princess Celestia and Princess Luna with open wings both step forward to the stage passing by Twilight who is wearing her new crown waiting to do her performance.

“Citizens of Equestria” Celestia began announcing proudly. “It is no longer with a heavy heart but with great joy that I raise the summer sun. For this celebration now represents not the defeat of Nightmare Moon, but the return of my sister, Princess Luna."

The crowd cheers at the announcement as Luna flies up above a moon statue and uses her magic to lower the moon while Celestia flies up to above the sun statue using her magic to raise the sun.

Seeing the sunrise signals Twilight her cue to begin her performance as she flies up to begin. She flies up and dashed towards the middle as fast as she could while creating a huge bright pink star just like her cutie mark. Everyone gazes in awe at Twilight’s dazzling performance. Princess Celestia and Princess Luna landed back on the stage to watch Twilight pull off her landing perfectly as she turned back to them who look on smiling at her very proud of her and her accomplishments so far.

“Way to go, Twilight!”

“Poa!”

“Impressive! She’s got the speed and flair of the Sonic Rainboom!”

“No kidding!”

“Un-Bunga-veilable!”

“She is amazing!”

Kion, Beshte, Fuli, even resident speedster Rainbow, Bunga, and Ono all commented in awe with her performance.

Twilight smiles in their direction before shifting her eyes to the side with a smile of satisfaction ready for what’s about to happen next at the same time Scar watches her from the tallest mountain in Canterlot just behind the castle.

“Perfect!” He remarked looking very pleased that everything is turning out exactly to what he wanted from the start. “Everything is going according to plan…” He sinisterly added before teleporting away back to the Outlands where he looks on towards Pride Rock from the top of the only volcano nearby ready to begin his actual plan of taking over the Pride Lands. A kingdom that he has longed awaited to claim ever since the day he was given a second opportunity in life.

Author's Note

After witnessing how Nightmare Moon came to be before being defeated along with Discord's defeat, the Guard continues their search for the castle after learning where they have to go.

But of course, not without major bumps in the road, culminating with Twilight going her separate ways from the Guard after the Mane Five voiced that she would be better off going back to town should both Celestia and Luna still remain missing. Which for the record was not a good idea...

...which proved true when Scar showed himself to Twilight when she was alone.

And here we get to see my version of how Scar got his signature scar and his desire to overthrow Mufusa. Here I tried my hardest to make him sympathetic to the point you feel sorry for him, yet not too much to not want to see him defeated considering everything he has done up to this point.

Much like Twilight, he too saw the threat the strange lion along with his cobra companion pose to his family and friends, but as evidenced from above, they were ignored due to being gullible in the face of evil in plain sight. And through his efforts, he gets berated by his father, brother, and friends, scarred by the strange lion, and worst of all...

...loses his mother to the enemy's snake friend after a lethal dose of venom.

I mean don't get me wrong, Scar's canon backstory was fine in my opinion, although personally I felt like it could have been done better because I liked to have seen Scar to have a more deeper reason and somewhat understandable motives to why he would harbor resentment towards his brother in the original film rather than for some admittedly petty reasons.

Anyways, once the Guard was able to find her, they immediately come face to face with Scar once more who proves that he is not your everyday antagonist you can just beat around as they find the roles reversed in an intense battle to which requires King Simba to come to their rescue.

Again, another thing I did here was give Simba some more time in action than what canon did where he barely gets to showcase why he is their king.

Moving forward, the Guard was able to regroup with Scar gone and together they were able to save the princesses by giving up the Elements of Harmony so the suffering and sick tree can re-flourish with all of the sickly spiky vines vanquishing with the elements magic back in place.

With the princesses saved, the Summer Sun Celebration goes on as planned with Twilight...

...which is what Scar wanted from the beginning as this story shifts back to the Pride Lands since Scar's not even close to being finished with his plan since the whole tree and vine chaos was only the beginning of his master plan and one thing's for sure, things are not going to be pretty going forward...

...Oh and by the way this episode marks the 100th episode of the Pony Guard crossover series, so definitely the perfect occasion for both the rise of Nightmare Moon and the rise of Scar to come forward with flashback scenes of how it all came to this in full circle after three seasons with two more to come.

Episode 24: Rise of Scar Part Three

Episode 24:

Rise of Scar Part Three:

Just after Twilight's coronation, Scar had just finished explaining his plan to his loyal followers who have all gathered before her before moving to sing and dance to a tune while demonstrating his powers and abilities to everyone while in short summing up to everyone of what he just told everyone while Janja, Chrysalis, and Zira all join in to sing their support for their master.

During his performance he displayed a mastery of magic from teleportation to levitation along with what an alicorn princess is capable of. He also displayed his vision by making fire appear in his paws while using said fair to propel himself through the air to which he used to send a massive fireball straight across from the Outlands to knock down one of the pillars straight ahead and leaving it in flames.

I Have A Plan

Once everyone once more understands of how and what they need to do in order to push themselves to victory, they all cheer and chant out his name with the great understanding of unifying under his lead going forward, leaving Scar himself looking down with silent satisfaction now that he can now enact his plan to take over the Pride Lands.

Now that the sun and moon problem is resolved, with the Summer Sun Celebration going on as planned it is now back to work for the Guard in keeping the peace in the Pride Lands during the beginning of the dry season. And needless to say the problems remain the same like last time.

Animals are getting tired, hungry, and thirsty with limited resources around them, and the Guard is still as busy as ever in helping defend the Pride Lands, especially when the hyenas keep up the attacks even when it’s clear they aren’t welcome here. It has gotten to the point Kion nearly lost control of the Roar after the hyena’s most recent attack on the baboons.

For him it was endlessly frustrating for him, since they don’t know when to quit nor know that they are in cahoots with Scar who’s sending them out there in order to further distract the Guard and keep them busy long enough until he manages to achieve of what he needs out of it.

Even though it meant getting another whiplash from Kion’s Roar it was well worth it since it won’t be long until the Pride Lands are there’s for the taking. And after the most recent attack on the Pride Lands, Scar has gathered every one of the leaders of their respective packs for a very important meeting.

“So it’s true?” Janja started.

“The Elements of Harmony are no longer in the Pony Guard’s possession?” Reirei added.

“Which means we can no longer worry about getting blasted away by them?” Zira eagerly finished with Scar nodding in answer to their questions.

“Sweet!” Janja stated.

“Yep!” Reirei immediately agreed with the hyena for once. “No more having worry about them using their powers against us!”

“Along with having to worry about the Lion and Pony Guard to getting in the way all the time.” The changeling queen said with a vicious grin.

“Indeed. About time the Elements were disposed of.” Mzingo having recently hearing about Scar and his return along with his plan added.

“Yes! So very true indeed my friends!” Scar confirmed with a nod and a satisfied smirk. “And what that means is that today is the today, we will end Simba’s reign and destroy the Lion and Pony Guard!”

“Great!”

“Yeah!”

“Finally!”

“Capital!”

“Let’s!”

Janja, Reirei, Zira, Mzingo, and Chrysalis all stated ready for this moment.

“Tell your followers to be ready!” Scar then told the leaders of their packs with great enthusiasm.

“Uh, Scar…” Janja spoke up with something on his mind. “…just one question, how do we plan on taking down Simba, the Lion Guard, and the Pony Guard in the same day?!”

“Once again I have to agree with the hyena…” Reirei voiced in support. “…it ain’t going to be easy.”

“Yes I know.” Scar returned rather exasperated before collecting himself. “Which is precisely why I have brought in some help.” He then turned his attention to Chrysalis with a nod who immediately transformed herself to appear exactly like Scar.

“Whoa! Two Scar’s?!” Cheezi remarked with wide eyes upon seeing two lions exactly the same.

“Which one is which?” Chungu questioned his partner to which Chrysalis groaned upon briefly dropping her disguise to diffuse any confusion.

“I’m Chrysalis, He’s Scar!” Chrysalis irritably told them much to Janja’s embarrassment.

“Oh that makes sense!” Cheezi realized.

“Yeah!” Chungu nodded before getting confused once more when Phyrnax arrive shortly behind them. “Umm…” He again forgets who’s who. “Which one’s who’s who again?”

“The one on the left is Scar, the one on the right is Chrysalis.” Janja spoke up while placing a paw on his face. “Furbrains.” He muttered to himself while rubbing his nose pleading for them to just leave.

“Ooh….” Chungu realized but then with his brain clicking once more… “…so….”

Janja quickly clamped his paws on the two to shut them up. “Stuff it furbrains!”

Both Scar and Chrysalis roll their eyes in annoyance before turning to Phrynax since he clearly came with something on his mind he wanted to share with both of them.

“Yes, Phyrnax…” Chrysalis began.

“…what news to do you have for us?” Scar finished.

“First off, please forgive us, especially dumb and dumber…” The changeling lieutenant began before glaring at the two into quivering so they don’t go starting to play twenty stupid questions on him. “…but we happened to come across a cobra wandering into the Outlands all by himself. His name is Ushari.”

“Okay.” Scar replied while motioning his right front paw expecting a little more to spark his interest.

“So we headed up off near Broken Rock to question him of his presence here in the Outlands, or at least Cheezi and Chungu wanted to make a meal out of him…” He added while glaring at the nervously smiling hyenas again.

“…is this going somewhere…?” Chrysalis looked on while tapping her left front hoof on the ground.

“…Because you’re not coming through…” Scar added while starting to get bored listening.

Realizing he is unintentionally dragging it out here he quickly cuts to the chase turning to Scar in particular. “Like many of us here, he too is sick and tired of putting up with the Lion and Pony Guard, and he seeks to be able to meet with you so he too can see to it that they are defeated too.”

“Where is he now?” The reddish-orange furred tyrant asked the changeling.

“Still at Broken Rock.” He answered. “Should I bring him to you?”

“You may do so.” He responded with a gesture of his left paw to give him his permission.

Phrynax immediately saluted before flying back over to Ushari who is waiting patiently for something to pique his interest. “Well…”

“…this way.” The changeling gestured him to follow him who seemed rather reluctant and suspicious feeling this is a trap to catch him off guard for the hyenas at least until he saw the lion he was looking for at the top of the ledge from above.

“Welcome to the Outlands, Ushari!” He greeted with open arms which immediately released his previous concerns.

“So it’s true…” He sinisterly spoke looking very pleased to see Scar in full glory and in the flesh. “…you are alive after all. I do have to say its pleasure to finally meet you, Scar. I heard a lot about you.”

“Oh, the pleasure is all mine.” Scar grinned in response. “And I can assure you that this is all real.” As Ushari slithers his way up to where Scar he sees his band of his many followers seeing their newest member before them. “And don’t worry about them. We’re all friends here.”

“Yeah!” Janja laughed. “Welcome!”

“So…” Ushari began with his question directed at Scar’s followers. “…I see you have a lot of followers for your cause. Taking down the Lion and Pony Guard along with taking over the Pride Lands?”

“Not just that.” Chrysalis added while appearing in her true form. “All of Equestria.”

“That’s out there.” Ushari remarked.

“So what has sparked your hatred towards the Lion and Pony Guard?” The changeling queen asked.

“Oh, just the endless days of constantly getting run over them, every time I get anywhere near them.” Ushari hissed while recalling the many previous encounters whether he winds up crossing paths with them and having his lunch confiscated by Bunga. “And Bunga, who that honey badger really spikes up my venomous hatred for the Guard… I tell you there is never anyone else more annoying than him or that clown Pinkie Pie…” He thought back to all of the times Pinkie tried to cheer him up by shooting balloons and confetti from her party cannon which had the misfortune of sending him flying away. “…thinking sending me flying away with her so called party planning is a good idea to cheer me up and apologize to me.”

“Read you loud and clear…” Janja spoke in understanding. “…even when it’s just being sent flying away whenever we try to get something to eat we find ourselves having to deal with that annoying pony who’s all smiles and cupcakes which is something only stooges love.”

“Hey!” Chrysalis snarled. “I love cupcakes!”

“And I love smiles!” Zira angrily added before the two bared their teeth, fangs, and claws respectively at the hyena leader.

“Are you calling us stooges?!”

“Enough!” Scar commanded of them while Janja slinked away and decided to keep his distance from them and his mouth mostly shut from this point forward. “You were saying Ushari…”

“How about anyone in particular that feed you love and kindness…?” Chrysalis asked while expecting Fluttershy to be the pony to make any effort into doing so.

“Well…there is one pony…” Ushari looked aside while thinking back to the memories of Fluttershy opening up to him with her best apology gestures along with the one time he went on a picnic with her along with her critter friends at the cottage. “…and she is about the only pony who went well with treating me with respect…” His expression softened in gratitude for all of the times she came to his defense whenever he winds up in the cross-hairs of the Lion Guard’s Bravest and every other animal that treated him like some chew toy. “…it was actually quite pleasing…”

“…Okay! Stop!” Chrysalis immediately interrupted and stopped him from reminiscing all of the good times while holding a hoof to her mouth. “…I don’t need to know that. Just please before I get sick and throw up.”

“…So Fluttershy’s the only one in the Guard who’s actually managed to treat you with some respect?” Scar continued the conversation.

“Yes.”

“And no one else, not even Kion or Twilight?”

“Not even them…” He returned rather disgruntled before recalling his findings from spying on the Lion Guard’s Fiercest. “…Although in regards to Kion I did learn that he and the Guard have always been successful because he’s getting advice from the greatest lion to rule the Pride Lands. Mufusa.”

“Oh really…” Scar questioned while finding the term greatest to describe his brother a stretch there. “…makes perfect sense since he is well known for being wise.” He then spoke aside to both Chrysalis and Zira for a moment. “…if only he knew what he was getting himself into.”

“Yes…” Ushari repeated before thinking he made a sudden mistake with who's name he had just mentioned and said. “…and forgive me for mentioning your brother’s name to you. I...”

“Ushari…” Scar interrupted and raised a paw to get him to stop. “…It’s okay. No harm done.”

“And why is that?” Ushari questioned while still slightly worried he'll do something the second when he is caught off-guard.

“Because pretty soon everything is about to change starting today and you have arrived just in time.” Scar answered before directing his attention to all of the other Outsiders gathered before them at their watering hole. “And you have lots of allies to our cause.”

“And with you by our side...” Zira added with sadistic glee. “…we will restore the one and rightful ruler to the throne!”

“Yeah!” Janja stated. “Because today is the day we bring a legend back to power! And with the Lion and Pony Guard gone we will have all of the animals in the Pride Lands for out taking. All of it.” He added with a cackle.

“Yeah!”

“Mmmm!”

His minions added with their hunger and taste for victory savoring at the very thought.

“Couldn’t have said it better myself…” Chrysalis agreed. “…so much love out there just waiting for me and my fellow subjects.”

“And the long-awaited revenge on King Simba.” Zira added with a malicious teeth sporting smile.

With the villainous band of followers under Scar’s command, Janja, Reirei, Zira, Chrysalis, and Ushari all sing their praises to their leader watching over from a high pedestal of how they will all make him rise from the flames and on top.

Bring Back a Legend

Once they were all done, Scar then leaped down from the pedestal to bring everyone in so he can remind everyone of the plan once more before splitting everyone up. But not without one some final words before setting said plan into motion.

“The Pride Lands are about to undergo some changes. And once everything goes according to plan, things are going to be very different around here. Things finally going my way with me in charge over this kingdom."

“So are ready to get moving? Everyone all here?” Ushari asked everyone once more.

“We’re here and we’re ready…” His new boss told him. “…with one more that’s not here at the moment.”

“Oh?” Ushari inquired wondering who else is in on the plan. “Who?”

“You’ll find out soon…” He vaguely replied with his eyes set on Pride Rock once more. “…someone I recruited and has been helping me out every step of the way without them even knowing it. Our one very special ally.” He then chuckled to himself before Ushari leaped onto his back so he can hop on for the teleportation ride on over to the very top of the volcano while everyone else splits up to carry out their roles in their leader’s master plan…

Back in the Pride Lands, Rafiki is making his way to Pride Rock and towards the Lair of the Guard where the everyone from the Lion and Pony Guard are already there. The mandrill herself is Makini, who Rafiki had just starting training under is his new apprentice and she sure has a lot of young energy inside of her. In fact she is so excited she has one weakness inside of her. She just cannot stop talking once she gets started.

It got to the point where Rafiki had to firmly yet politely interrupt her quite a few times to get her to stop so she’ll understand the importance of patience and being quiet. But over than that, she was a very well-behaved student through and through and was even able to stay quiet long enough to be able to find the right stick for her staff.

“I’m so excited Rafiki!” The young female mandrill walking by her side happily expressed while they make their way over to the entrance of the Guard’s Lair. “I can't believe I'm finally starting my training! I can't wait to learn how to hear them!”

“This way, Makini. This way!” He gestured her inside to where the group of friends are all happily awaiting to be introduced to her while relaxing inside. “Lion Guard! Pony Guard! Come! I have someone I want you to meet. This is my new apprentice. Makini! Makini, this is the Lion Guard. And their Lair.”

“Hiya, Makini!”

“Hello!”

“Greetings!”

“How ya doing partner?”

“Nice to meet you.”

“Wonderful to meet you, darling.”

“Hi again, Makini.”

Bunga, Pinkie, Ono, Applejack, Beshte, Rarity, and Kion all greeted.

“Hi, Kion.” She started towards the prince she already met before turning to the others with happy continued excitement. “And wow! It's so fantastic to meet the rest of you! I mean, obviously I've seen you all before while you're going around the Pride Lands and all of Equestria, being all strong. And honest. And brave. And funny. And fast. And loyal. And generous. And kind. And wise. And magical. And keenest of sight!” She greeted each and every one of the Guard while getting in their personal space a bit to which those like Pinkie, Bunga, and Beshte didn’t mind while the others backed away while finding it slightly creepy. “And always saving the day!”

“Yep. That's us all right!”

“Always coming to other’s in an instant!”

Both Bunga and Pinkie proudly returned with the latter really liking the girl’s mouth when she immediately rushed from one part of the cave to the other before immediately appearing right in front of the young mandrill.

“And it's so exciting to meet you all up close and personal!” She shared when Pinkie giggled in response.

“Not as much as making a new close friend!“ She likewise shared.

“I'm sure it is.”

“Very.”

Fuli and Kyoga voiced while still keeping their distance from her in case she brings them into a hug without their consent.

“It is!” She stated. “But I have to say, I really admire you two the most, Fuli. Rafiki says you're the only girls to ever be on the Lion Guard! As in, ever!”

“Uh, we are?” She asked to make sure she isn’t hearing fables or anything.

“It is true.” Rafiki confirmed while turning to the Mane Six. “Not only that this here is the first Pony Guard ever which is an all-girl team too.”

“Yeah! You've all got to be so proud! I'm proud and I'm not even you!” Makini further expressed with glee.

“Thanks, Makini.”

“Always nice to hear.”

The two shared.

“Just protecting Pride Landers and everyone in Equestria is what we do.” Applejack added while briefly taking her hat off as a show of respect.

“You said it!” Beshte agreed before turning to the girl’s mentor. “So Rafiki, why are you taking on an apprentice? Are you okay?”

“Yes, Beshte, yes. I am fine.” He quickly assured before explaining. “You see, when Makini was born, the Lions of the Past told me that she would be the one to continue my role in the Circle of Life.” He said while said paintings do exactly that. “And now that the stripes have appeared on her face, it is time for Makini to begin her training!”

“Rafiki?” His student asked while admiring the scenery on the walls. “Did you do all of those paintings?”

“Only some.” He truthfully answered. “Most were done by those who came before me. And someday it will be your turn to paint them!”

“Okay...”

“Kion, Twilight, can you assemble the Royal Family on Pride Rock for Makini's formal introduction?” Rafiki asked of them.

“Sure, Rafiki. We’ll make sure we're all there. Come on, Twilight.” Kion replied.

“Oh, I’m right behind you.” Twilight said in his direction before following after him.

Shortly after they left, Makini had something she wanted to do know that she obtained and created her new staff. “So, Rafiki? Can I try out my bakora staff now?”

“Wait. Your staff can bring paintings to life too?” Bunga asked.

“If it’s a bakora staff I don’t see why not.” Rarity replied to the honey badger before eyeing the gourds on her staff. “Oh, nice choice on the colors of those gourds too.” She then complimented.

“Thanks, although Rafiki picked them out for me.”

“True, true, and we shall soon find out.” Rafiki said before giving her apprentice his permission to give it a try. “Go ahead, Makini.”

She stepped forward, looking a painting to test her new staff with before eyeing the painting of Scar using the Roar to destroy his Lion Guard. Once she saw it she tapped her staff on it making the painting come to life like Rafiki once showed to both Kion and Bunga.

“Whoa!”

“Whew!”

“Oh, my!”

Fuli, Applejack, and Rarity gasped with a chilled voice upon seeing that scene while both Ono and Fluttershy shuddered with the latter only looking on with one eye.

“Cool!”

“Look at that!”

Rainbow and Bunga expressed upon seeing its magic work on the staff.

“It worked! Makini cheerfully stated.

“It really works!” Pinkie stated just as cheerfully before bouncing and repeating it. “It works! It works! It really works!”

“I know right.” Makini repeated after her before they both shared a funny laugh together.

“I'll say!” Ono remarked rather surprised at the painting itself just when the two cease their laughing.

“It seems you have chosen your staff well, Makini.” Rafiki then complimented her while she eyes the lion of the painting she choose.

“That's Scar, isn't it?” She asked.

“Yeah.” Bunga scowled. “The worst lion to ever live in the Pride Lands!”

“Who has caused nothing but trouble for us ever since we met him!” Rainbow added while crossing her arms in disgust.

“Yeah…” Makini spoke having recalled what the other Pride Landers talking about him. “…I’ve heard somehow he’s back and has caused all kinds of trouble for everyone in both the Pride Lands and all of Equestria.”

“That’s because he has.” Applejack confirmed. “He nearly took over all of Equestria and Canterlot twice.”

“He allied himself with the changelings and Outsiders to help him do it.” Ono added.

“He scarred me, destroyed my home, and my pride!” Kyoga angrily stated.

“He even scarred Twilight and tried to kill us just days ago.” Rainbow added just as furiously.

“Honestly, the nerve of that scoundrel to try to kill the princesses and nearly endanger my little sister by having those nasty weeds growing all over Ponyville.” Rarity fumed at his most recent attack. “Sweetie Belle does not deserve to be endangered like that just because I’m her big sister.”

“He sure doesn’t care about family.” Fluttershy quietly added. “Nor does he even respect the Circle of Life.”

“He sure doesn’t.” Fuli grimly agreed.

“Nope.” Both Applejack and Ono shook their heads knowing with how true it is knowing Scar’s sociopathic nature.

“That guy sure means business because last time he turned us into whipped cream!” Pinkie demonstrated while presenting a whipped cream pie out of the blue before smacking herself down on the ground with it. “If it weren’t for Kion’s dad we’d all wouldn’t be here by now.”

“Ooh…” Makini gasped with her hands on her cheeks upon the mention. “…that’s a frightening thought.”

“It is.” Fuli said sounding a little grave wondering what Scar has in store for them next. “And there is no telling when or what he is planning now.”

“True, Fuli. He sure is very unpredictable.“ Rafiki nodded before enlightening everyone with a sudden upbeat attitude. “But we will still succeed as long as the Lion and Pony Guard are around ready for whatever Scar throws at you all.”

“No question about!” Rainbow cheered confidently while pounding her fists. “You hear that Scar! Bring it on!

“Yeah!” Bunga followed suit. “We’re not scared of you!”

Said lion was amusingly shaking his head at the bold and brazen words spoken from the Guard’s Bravest and most Loyalist members from his magical paws along with Ushari who just hissed at the sight of their arrogance.

Rafiki chuckled at the bold and brave attitude in the face of danger before turning to Makini. “Now, it is time. Time to present Makini to Simba, Celestia, and the rest of the Royal Family!” He laughed before leading her out of the Lair. “This way, Makini!”

“Good luck, Makini!” Beshte called after her while the two are leaving.

“Hope it goes well.” Fluttershy also wished in her direction softly. “Hope you they like you.”

“Of course they’ll like her.” Applejack smiled at the Pegasus certain that it will turn out well for her. “Anyone welcome here is a friend to us all.”

At that moment just outside on the slanted platform of Pride Rock were the Royal Family along with Spike and the alicorn sisters have gathered at Pride Rock so they can be formally introduced to Rafiki’s newest apprentice.

“I'm looking forward to meeting Rafiki's apprentice.” Nala began before asking her son. “You've already met her, Kion?”

“Unofficially, yeah.” Kion answered while rolling his eyes and recalling the first time he met her. It was just after his most recent conversation with Mufusa which he found a little unsettling before she explained herself. “She's, uh, very talkative.”

“Talkative on Pinkie’s level?” Twilight guessed.

“Amazingly so.” He admitted.

“Oh, wow.” Spike gasped while covering his mouth while snickering at the very thought of them together.

This had the elder alicorn sister giggle slightly. “My, my, my…just imagine her and Pinkie Pie together.”

“They sure would be talking nonstop together.” Twilight said while resisting the urge to chuckle before turning to the leader of the Lion Guard with an important question on her mind. “Any word on Ma Tembo's first water hunt?”

“According to Ono and Rainbow Dash's last report, she's still searching.” Kion answered.

“Hmm, indeed.” Luna grimly replied. “Tis dry season is starting to get everyone here on edge. Something must be done soon unless the Pride Lands descend into chaos.” She then glanced at her older sister. “And I don’t mean the kind that Discord would want to see.”

“Right…” Celestia agreed while remembering of how one of his past schemes didn’t kick in until recently thanks to some dark magic pushing them into growing. “…probably best until to encourage any more ideas in him.”

Kiara thinking about Ma Tembo’s situation thought to herself and wanted to be able to help her out so she proposed this idea to her parents. “Mom? Dad? Would it be okay if I tried to help Ma Tembo?”

“I'm not sure there's anything you can do to help, Kiara.” Her brother cautioned.

“I'd at least like to try.” She countered it’s worth the effort.

Her father agreed with Kion earlier but saw that Kiara’s proposal was worth trying with something to be gained out of it. “Finding the new water source is Ma Tembo's responsibility. But even if you can't find the water yourself, it might be a good experience for you to learn to work with Ma Tembo.”

“Especially as future Queen.” Nala warmly added in agreement.

"I know right..." The sound of the energetic Pinkie's voice spoke up just when she and Makini approach them. "...what's a kingdom without water. It's like a fish out of water."

"I know. Oh, all those poor fish all getting thirsty." Makini shared while the others eye the two trading their random thoughts back and forth.

"As Fluttershy would say "Oh, all those poor things, we got to get them some water."

"That would be, so, so, bad, in fact, that would be really horrible if no one had any water to go around for the dry season." Makini said before thinking. "Hey, maybe I can help Kiara out with that?

“Oh, oh! Can I help?" Pinkie eagerly hopped up and down. "If the future Queen is going on a mission, I'd like to go too!” She eagerly asked before suddenly remembering. “Oh, greetings your majesties, this is Makini! Rafiki's new apprentice!”

“Pinkie!” Rafiki immediately arrived and scolded. “The official introduction is for me to do.”

“Oopsie. Sorry.” Pinkie giggled before hopping away. “La, la, la, la, la, la…”

Makini giggled at the sight of that pony as she hopped away. “Wow! Someone as talkative as me! It’s so exciting I just can’t stop talking with her!”

“It’s like I’m seeing double.” Twilight sarcastically quipped to which the king, queen, and princesses stifling laughter to themselves finding it actually pretty funny.

“Yes, yes. Well…” Rafiki chuckled before clearing his throat to begin the formal introduction. ”King Simba. Queen Nala. Princess Celestia, Princess Luna, Princess Twilight Sparkle, royal family and friends. May I present my new apprentice Makini!”

King Simba was the first to greet her by placing a paw on her staff when she approached him. “It's a great honor to be chosen as the next knowledge keeper for the Pride Lands. But as Royal Mjuzi, you are always welcome at Pride Rock.”

“Not only that, but you are always welcome in Equestria.” Celestia kindly added in a mother-like tone.

“Yes. It's a pleasure to meet you, Makini.” Nala added just as warmly as the sun monarch.

“Greetings, Makini!” Luna returned rather the most formal of the princesses.

“So nice to get to know you.” Twilight also greeted with an equally polite facade.

“Thank you, your majesties.” The young Mjuzi happily returned.

“Someday, Makini will be Royal Mjuzi for Queen Kiara.” Her mentor hoped and it was there the Pride Lander’s princess thought of an idea.

“Then maybe Makini should come with me to help Ma Tembo and the elephants find water.” She voiced her proposal to which Makini was quick to accept.

“Ooh yes, yes!” She excitably expressed.

“I think that is a wonderful idea.” Celestia approved along with the queen of the Pride Lands.

“They will have to learn to work together. Just like you and Rafiki do.” Nala said while eyeing her husband who widens his eyes knowing what was coming next.

“Along with my sister.” Celestia added to which earned her a scowl from Luna in return.

“That is true.” The elder mandrill agreed while bopping both the king and the moon monarch on the head. “Eh, Simba, Luna?”

“Yes. And the sooner they learn how to work together, the better.” Simba irritably said while rubbing his forehead.

“And I will be very pleased the sooner so we can put the past behind us so we can move forward from all of this.“ Luna grumbled while adding and doing the same while giving her older sister the stink eye for putting her up to that.

“Oh thank you, Your Highness's! Thank you, thank you, thank you!” Makini then said while giving a hug to each and every one of the princesses along with doing the same to the baby dragon at the gathering.

“You're welcome, Makini.” Both Nala and Celestia once more said to them while returning the hug back to her.

“Okay, my future advisor. Let's go!” Kiara ushered her new guide on away from Pride Rock to help Ma Tembo out with her growing problem.

Twilight then spreads her wings ready to follow after them until being commanded otherwise.

“Twilight!” Simba sternly addressed her which had her freezing in place along with startling his son in the process. “I don’t want going with them!” He then gently smiled and said. “Because I would like to go out on a walk with you. Remember?”

“Oh right, of course. How could I have almost forgotten we were planning on having that today?” Twilight immediately smiled with a light chuckle when she remembered before they walked alongside with Spike hopping on the former’s back for the ride.

Kion smiled after the three while watching them head on and walk across the Pride Lands together. Much like Twilight’s relationship with him and Celestia, the relationship between the two is like father and daughter here and it was a very pleasing sight to see and more so ever since the latter became an alicorn princess growing up to become a true leader who may someday rule the Pride Lands and Equestria someday.

As the three head out the skinks hiding in the tall trees monitor them as they make their way across the Savannah before slinking away.

The two then made their walk towards a barren landscape of scorched ground and dead trees ahead of them. The reason for this is because said story on the lion king’s mind is the story of Scar when Twilight questioned him about his knowledge about the villainous tyrant who once ruled the Pride Lands.

“…Scar couldn’t let go of his hate, and in the end, it destroyed him.” Simba finished telling both Twilight and Spike.

“I've...never heard the story of Scar that way.” Twilight spoke voiced rather quietly upon processing the full story.

“He truly was a killer.” Spike also added just as horrified himself before they all stopped and lamented their surroundings, the parts of the Pride Lands still recovering from Scar’s disastrous reign.

“Fire is a killer.” Simba spoke before turning to the two accompanying him. “Sometimes, what's left behind can grow better than the generation before...” He added with wisdom before stepping in the dirt, then draws his paw away, revealing a green shoot. Spike leaps off of Twilight as the three all duck down to look at the new born plant. “…if given the chance.”

Just then they heard the sounds of Zira’s sinister laughing nearby to which Spike gasped at the same time Twilight quickly spread her wings and flared her horn upon hearing her voice. And true to their sudden worries several Outsiders emerge from the shadows of the eerily mist and smoke nearby.

“No…Oh, no…No!” Spike whispered in fright while quickly ducking back on Twilight’s back as more and more lionesses corner them.

“Why, Simba...” The leader of the Outsiders greeted with a malicious grin while emerging with Nuka and Vitani appearing by her side.

“Zira.” Simba angrily growled back.

“What are you doing out here, and so...alone?” She asked just when both Simba and Twilight prepare to defend themselves when the Outsiders all circle around them. “Well done, Twilight. Just like we always planned.”

“What are you talking about?!” Simba snarled back while the alicorn merely glares at her in response.

“Yeah!” Spike bravely spoke despite quaking in fear of the pack. “Twilight had nothing to do with this!”

“Oh so you think…” Zira still smirked. “Attack!”

Nuka and Vitani are the first to lunge at Simba and Twilight. The former quickly swatted Nuka off of his paws and away from him with the latter quickly doing sending Vitani away with a charged blast of magic.

Spike could only cling onto the alicorn while this horrible ambush happens before his very eyes. The Outsiders wasted no time in going on the offensive with more and more gaining up on them and sinking their teeth in the lion king when catching him off guard.

“Aah!” Simba screamed before trying to force them off of him while Twilight continues using her magic to force her attackers back by summoning a force field to force them away.

Upon seeing more and more lionesses swarm Simba, Spike bravely leaps off of Twilight and charges into the fray breathing green fire at them while nearly singing tiny parts of the king’s majestic mane accidentally. But unfortunately for him he didn’t see that Vitani having recovered was right behind him and kicked him into a nearby rock head-first which knocked him out of the fight.

“Spike!” Twilight cried before rushing over to save him only for Zira to quickly ram her down to the ground. “OOF!” She screamed before weakly dropping her head to the ground just when the pleased lioness turns to Simba being completely overwhelmed by the other Outsiders just when Chrysalis flies over and knocks them all down the nearby cliff.

Simba ended up brushing a stone platform during the fall before dropping to the bottom of the gorge. The landing was harsh but he managed to get back up on his paws.

“Yes!” Zira stated upon surveying their success while the others slide down the gorge after him. “We’ve got him!” Vitani made another lunge at Simba forcing him to retreat upon seeing that he is outnumbered and banged up. “Remember your training…” She called out to them before joining them. “…As a unit!”

Simba ran until he came across a dead end where a log dam is right in front of him that stands tall and high towards the exit from the gorge. He looked back to see Zira and the other Outsiders charging at his direction and around and doesn’t see Twilight around. But with no other options, he climbed up the dam while accidentally dislodging a log that nearly hit the Outsiders who all quickly scattered away just before it could crush them.

Both Zira and Vitani glare and snarl at his direction when he takes a moment to catch his breath before looking up. There he sees Twilight, but now restrained and gagged by Chrysalis.

“Simba…” Twilight screamed before being dragged away. “HELP!”

“Twilight!” Simba cried in her direction before moving to climb higher hoping he can try to save her but the evil changeling queen was too fast for him and quickly dislodged the logs he was climbing which sent him tumbling down back to the ground.

Chrysalis and Zira both smugly smiled at the defeated lion’s direction when he fell. It was there that it was over for him when he finds himself stuck in between the logs he fell through and he was left at the Outsiders mercy who all surround him just when he passes out.

Spike having come to quickly rushes over to the edge of the cliff ends up spotting this horrifying scene. “Oh, no…” Spike exclaimed before rushing off back to Pride Rock knowing he is no match for them. “…I got to get help!”

At the same time, Kiara and Makini were both on their way over when they were suddenly greeted face to face with a pair of familiar faces.

“The sooner we can help Ma Tembo, the sooner everyone in the Pride Lands will leave her alone.” Kiara voiced with what must be done while they look around to their surroundings.

While this was happening they are both unaware that the skinks are spying on them from the nearby tree unnoticed.

And true to form Makini just cannot just talking. “That is so true. Well, I really admire you Kiara. Water is so important to the Circle of Life. So your helping Ma Tembo find water is even more...”

Suddenly, the sounds of footsteps were heard nearby from the tall grass. “Wait.” Kiara then sniffed for someone’s scent nearby. “I thought I heard something. Hmm...”

“That's funny. I didn't hear anything.” Makini thoughtlessly expressed. “But I know that's something I need to work on. Being quiet so I can hear things. Like the Lions of the Past!”

“Makini! Be quiet!” The princess urged of her while she tries to find out who’s lurking and creeping up on them.

“I know, right? That's what everyone's always trying to tell me! Shwari, Makini. Shwari. But it's...” She then suddenly sees double, literally…right in front of her… along with some hyena and changeling friends.

“Hyenas and changelings!” Kiara stated in alarm being suddenly subdued by a changeling disguised as Fuli along with Phyrax disguised as Rainbow Dash when they knocked her and Makini to the ground.

Makini ended up dropping her staff upon being body-slammed before it got quickly nabbed by Nne who caught it in his mouth before running off ahead.

“Chungu, grab her!” Janja ordered of him.

“Sure thing!” He immediately did so before tossing her over to Phyrnax quickly took control of the princess himself.

“Let me go, hyenas, changelings!” Kiara demanded while being taken away and towards the Outlands.

“C'mon, boys, let's go!” Phyrnax ushered everyone to retreat.

“Hey, that’s my line!” Janja argued before following after him.

Just as everyone all heads off ahead, Makini recovers and emerges from the tall grass watching helplessly upon seeing Kiara being captured and dragged away against her will. “Kiara? Oh, no!”

“Makini! Help!” She called out from the skies.

Janja laughed at the thought. “It's gonna take more than one little mandrill to save you, Kiara! A lot more!”

“Janja's right. I'm no match for those hyenas.” Makini admitted before remembering who she can turn to. “But I know who is!”

Back at Pride Rock, the Mane Five and the Lion Guard are all resting inside the lair hoping they can be able to relax and relieve some of the recent tension they’ve been feeling when Spike along with Makini arrive rushing over to them with cries of help.

“Lion Guard! Pony Guard! Help!”

“Makini? Spike? What's wrong?” Kion and Rainbow both immediately rushed over to them where they both explained…

“The hyenas! They and the changelings attacked us. And they…They've taken off with Kiara!” Makini went first.

“What?”

“Kiara?”

Both Kion and Bunga stated in sudden alarm.

“She’s not the only one!” Spike then said after catching his breath. “Zira, Chrysalis and the Outsiders also attacked us too! And they got Twilight and Simba too!”

“What?!” Everyone all gasped at the mention of their names and that they are both in trouble too.

“We got to get them back!” Rainbow immediately stated.

“Agreed, Rainbow Dash.” Kion nodded before turning to her and Ono. “You and Ono both go out and spot Janja, Zira, Chrysalis, along with their clans!”

“On it!”

“Affirmative!”

They stated before flying off ahead to catch a glimpse of the hyenas and changelings taking turns dragging Kiara away at the same time they see Zira and Vitani carry away Simba while Chrysalis flies ahead with Twilight in tow. From the looks of it they were all heading on over to the Outlands Volcano straight ahead.

“I see them, Kion!” Ono immediately flew back and reported alongside Rainbow Dash. “They're taking Kiara into the Outlands!”

“Not only that Twilight and Simba too and they’re headed towards that big volcano in the distance.” Rainbow added.

“This is all my fault.” Makini lamented. “I wasn't quiet when Kiara asked me to be.”

“And mine too!” Spike likewise said in regret and blaming himself too. “I was there too and I immediately got knocked out. I could have saved them.”

“Makini, Spike, You can't blame yourself for something Janja, Zira, and Chrysalis did.” Fuli firmly and gently assured. “Especially when they are all acting under Scar’s orders.”

“And especially when you did the best you could do without getting captured too.” Kyoga added in the same firm and gentle tone. “If you both didn’t retreat when you did, you too would have been captured and we would never have learned right now of what happened. By then it would have been too late.”

“That’s right.” Kion agreed before calmly saying to the both of them. “It’ll be okay, we’ll get them back because what matters now is that we rescue Kiara, Twilight, and Dad!”

“Which means it’s time call in the rest of the royal family.” Kyoga spoke up before rushing off ahead to find the queen along with her siblings at the same time Spike decides to pull out a letter and quill pen so he can immediately call in both Princesses Celestia and Luna for help

“Along with both Princess Celestia and Princess Luna.” Spike frantically declared while quickly composing the letter before breathing fire on it so they’ll get his message quickly.

“C'mon!” Kion ushered the team towards the Outlands. “Till the Pride Lands and Equestria’s end...”

“Lion and Pony Guard defend!”

Meanwhile, Scar now inside the caldera along with Ushari are both stationed there just when Reirei and Nne both arrive inside to where they both stand with the former placing Makini’s staff in front of the lion standing before him.

“Nice! You’ve succeeded!” Scar spoke very pleased upon grabbing ahold of the stolen bakora staff with his claws.

“Not only that we’ve also got Kiara!” Nne added.

“Not only that…” Reirei repeated. “…I just got word that the changelings and outsiders have also captured both Twilight and Simba too!”

“Excellent!” Scar was even more pleased with the successful results he is getting from everyone. ”That will get everyone’s attention!”

“Yep! And since they’ll be calling in every lion in the Pride Lands along with the royal sisters from Equestria by now, that’ll mean that they along with the Lion and Pony Guard will be on their way to save them.” Nne said based on his predictions alone to which Scar found accurate himself.

“Which means there’s no time to waste Nne, get back over to Janja and the others in order to stop them.” Scar then instructed of him. “You too Reirei, assist the jackals in stopping them as well.”

“Will do Scar!” Reirei obeyed before leading the way out. “Come on!” She said to the hyena before they quickly regrouped with their allies.

“So this extra ally you have…” Ushari brought up. “Who is he or she again?”

“Someone who is already here in the Outlands having helped orchestrate this whole plot.” Scar answered. “Someone very powerful and who I have always known from the start that’ll be of use to me along with needing a little push or in this case a little magical push in that direction.”

“Okay.” Ushari understood quite clearly of who said helper is before turning to the bakora staff in the lion’s paws. “And how and why exactly did you ask for this staff to be brought here to the volcano?”

“I ordered of them to steal it because we need this for our plan.” Scar reminded his cobra companion. “Which will prove very useful in destroying the royal family along with the Lion and Pony Guard too to the point that they’ll be exiled from here to the very borders of the Pride Lands. And that's where Kion comes into play.” Scar explained before leaning in to whisper the details to the cobra. “Because you see…”

As Scar lets him in on the plan, Ushari’s curiosity turns into an evil smile and sinister satisfaction with how this all is going to work out in their favor.

“So that’s how?” Ushari said ready to see this whole plan unfold.

“Oh, yes.” He replied before levitating themselves to the top of the volcano where they see the majority of the most powerful crew of heroes make their way towards the Outlands. “And in just a matter of minutes, all the Pride Lands will soon be mine!”

Scar evilly cackled looking over the very horizon while Ushari eagerly awaits his master’s plan in motion unfold…

Author's Note

For starters before I begin, I will start off by saying that I didn't think of this initially, but after some thought, I decided it'd be fitting for Scar's first song from the Lion Guard "I Have A Plan." be included in this special as a flashback scene just after the events of "Magical Mystery Cure." (which I also felt was better that musical episode just sticked to the protagonist songs for that episode)

Moving forward with my recap, in the beginning of the second half of this special, Rafiki is introducing everyone his new royal apprentice while Kiara tried to help Ma Tembo out with finding a vital source of water for everyone to get through the dry season with. And unsurprisingly, Makini and Pinkie will make out to be great friends given their similar motor mouths tendencies right out of the ball park.

Meanwhile, Scar is ready to enact the next part of his plan which involves the capturing of Simba, Kiara, and Twilight in an orchestrated ambush at the same time Ushari joins forces with Scar and his army.

With time now at the essence, the Guard along with the remaining Royal Family must join forces in order to rescue Simba, Twilight, and Kiara, defeat Scar and his followers before they can take over the Pride Lands.

But will they...?

Even with things shaping up, Scar still is on top of his game, and after what happens next things will have quite an impact going forward and all I can say until after Part Four is that this is where things really go down with big changes with nothing being the same as before so be prepared with Season 3 about to come to an end...

Episode 25: Rise of Scar Part Four

Episode 25:

Rise of Scar Part Four:

With word that King Simba along with Princesses Twilight and Kiara abducted by Scar and his army, the Lion Guard and Pony Guard are already with Kyoga bringing her siblings along with Queen Nala to come to their rescue with the alicorn sisters to arrive shortly. But while this is happening, the hyenas, changelings, and Outsiders have just finished dragging their captors to a field of steam vents.

While Kiara continues to struggle, Twilight is patiently bidding her time by waiting for the right opportunity to escape from them, while Simba is still out cold from the fall he endured.

“I don't know what you're thinking, Janja. But you're not gonna get away with this!” Kiara defiantly warned the hyena leader.

“That's what you think.” He smugly returned before turning to one of his fellow hyenas who is now carrying the distressed lioness cub. “Chungu, toss her in.”

Chungu immediately does so while Zira and Vitani do the same to Simba.

“That ought to keep you both.” Zira stated to both father and daughter with the latter tried to help him wake up so they can both figure a way out of this.

“Just you wait…” Kiara said still refusing to cave in front of her captors. “…once help comes our way, you’ll all be sorry you ever crossed paths with us.”

“Oh we’ll be sorry all right…” Zira snarled. “…Sorry we didn’t do this sooner.”

“And for the record we’re not sorry, princess!” Chrysalis added without a hint of empathy in her tone.

Phyrnax moved towards Twilight ready to toss her into the steam vent pit when Chrysalis quickly moved her away from his hooves. “No, no, not her!” The changeling was confused until she added. “Scar wants us to bring her to him.”

Kiara gasped when Phyrnax nods knowing why before Chrysalis moved to fly on over to where Scar is located while the helpless cub could only look on fearing for what the green-eyed ring leader has in store for her while watching her being carried away. But she couldn’t help but worry and wonder why Twilight is being so calm about all of this wondering why she isn't trying to fight and break free from her captors.

But it didn’t matter since they were outnumbered and alone in the Outlands and any attempts could risk having one of them or and worst all of them killed on the spot. And all she can do know is hope that the friend she sees as a sister to her knows what she is doing and will be able to help them get out of this before Scar succeeds in his plans.

Under Kion’s orders, Ono flew ahead inside the Outlands without being spotted by Scar’s followers. Because of Rainbow Dash’s tendency to act on impulse and Fluttershy’s being timid in the face of danger at times, Ono was the sole flyer in this brief scout without attracting unwanted attention or being captured.

There he was able to get a good look at both father and daughter trapped and guarded in the steam pits area but was unable to spot Twilight around.

“Hapana. Where’s Twilight?” Ono wondered before suddenly ducking for cover when he wandered a little too close to a changeling who was accompanied with both Kulinda and Lightning Dust on flight patrol.

The changeling then quickly turned around along with Lightning Dust to spot who was around only to see nothing in sight. He then turned away and flew ahead while still keeping an eye out for what he thought he saw duck in the nearby rocks unaware that Lightning had spotted her yet let him be since it was part of Scar's plan.

“Gotta tell Kion.” Ono stated while wasting no time in immediately getting out of enemy territory. Once he was out of there he managed to regroup with the Lion and Pony Guard who have just arrived at the border along with Nala, Kyoga, and her siblings, along with the alicorn sisters and Simba’s pride of lionesses, and of course Timon and Pumbaa. “Everyone! Everyone!”

“Ono! What do you see?”

“Did you see Simba and Kiara?! Are they all right?!” Nala worryingly asked with her voice pleading that nothing has happened to them.

“Please tell us the good word!”

“Please tell us yes!”

Both Timon and Pumbaa pleaded in tears.

“They’re both fine.” Ono assured. “But the hyenas and changelings have them surrounded, and trapped by steam vents. Not to mention the king is still looking banged up from the fight he just took in.”

“No…” Nala quietly whispered on the verge of tears while both Timon and Pumbaa bawl their eyes out.

“What about Twilight?! Please tell me she’s all right!” Celestia also asked with her voice cracking in desperation upon hearing what happened to her prized pupil.

“I’m sorry your majesty…” Ono couldn’t lie much to Celestia’s growing panic along with Kion and the Mane Five’s gasps. “…I…I couldn’t spot her. One of the changelings nearly captured me before I could even try to find her. But since she wasn’t with both Kiara and the king she could be on her way to Scar right now.”

Without wasting any time Celestia immediately looked on towards the volcano in the distance before spreading her wings and flew off ahead to confront Scar herself.

“Your majesty wait!” Ono desperately called after her to no avail with Rainbow Dash and Bunga with the latter riding on the former following after her. “Bunga! Rainbow Dash!”

“Sister!” Luna called out to her on deaf ears. “Ooh…” She could only groan at their impulsiveness. “…Why?!”

As much as Luna wants to go after them, doing so would only risk getting them captured along with herself too. Luckily for her, she along with Rainbow and Bunga were all sent flying back by a sudden flash of magic that sent them crashing landing back to where they started.

“Hevi Kabisa! What was that?!” Kion questioned upon seeing it flash before everyone’s eyes.

“I don’t know.” Kyoga answered while finding something off about the surge yet somehow familiar. “And I can’t make it out.”

Luna used the magic from her aura to get a feel of what was out there and was definitely something she recognized. “Dark magic! No question this is Scar’s doing.”

“No kidding!” Rainbow groaned before getting back up. “He sure knows how to throw a punch!”

“Even when we least expect it.” Bunga added while brushing himself clean off any dust on his fur from the impact. “So I guess charging on in is out of the question?”

“Eeyup.” Applejack didn’t even hold back in her firm tone to make it clear to him and Rainbow that was reckless of them to try that stunt.

“Just what is Scar planning this time?” Fuli asked trying understand his approach.

“The only reason he'd hold Kiara, Twilight, and dad prisoner is because he wants something from me, my mom, and the princesses.” Kion theorized.

“Like what?” Fluttershy asked.

“The Pride Lands in exchange for the hostages.” Nala answered grimly.

“Makes perfect sense.” Luna voiced while helping her sister up to her hooves. “Clearly he isn’t playing games since we’d risk getting them killed if we don’t comply.”

“So what are we waiting for?” Bunga asked. “We go in, take down the bad guys, Kion roars, and we come back out with Kiara, Twilight, and Simba all together!”

“I'm not sure it's gonna be as easy as that, Bunga.” Beshte gently disagreed.

“Indeed.” Ono shook his head against the idea. “Kion won't want to Roar at the hyenas if they're surrounding Kiara and Simba.”

“Oh, yeah...” Bunga realized while facing Kyoga rather annoyed at his stupidity. "Kion's not the kind of guy to roar at his own family and friends. Even if they are very close to him."

“And in case if you and Rainbow Dash had cotton candy stuck up your ears…” Kyoga remarked before reminding them.

“Don’t!” Karabi stated to Pinkie with Lite quickly pinching her lips shut before she could even speak.

“…Scar has magic that serves as his eyes and ears all around the Pride Lands and all of Equestria. So the second we try that, he’ll order the hostages to be killed in a flash.”

“And I strongly advise against trying charging ahead again without thinking things through.” Luna sternly reprimanded her older sister before asking while still exasperated with what she just attempted. “I mean come on sister, why did you do that even when knowing of what he’s capable of?”

“I’m sorry Luna…” Celestia ashamed of herself spoke. “…I wasn’t thinking straight. Twilight is up there with who knows what Scar is doing to her right now.” She voiced while fearing the worst for her. “...she could be tortured, burned to death, or even forced into the very lava in that volcano!”

Luna sighed knowing of how she deeply values Twilight’s life but had to remind her that they need to still think things thoroughly before acting. “I understand sister, but if we want to save her we’re going to have to think of a plan in order to get her out of there alive.”

“Anypony or anyone got any ideas?” Rarity asked the others finding herself empty-hooved and nothing to share.

Kion thought for a moment before thinking up of something. “I have an idea.” He proposed. “Scar will be expecting me, my mom, and the Princesses to come to the rescue. But if they think we’re the only ones here, we might be able to lure them away from Kiara and my dad.”

“And we can use that opening to look for Twilight.” Kyoga added on to the proposal.

“That’ll work.” Fuli liked the idea. “Then we'll only have to get past the steam vents.”

“And I think I know how to do that.” Beshte thought confidently while turning to Applejack and Pinkie Pie. “Along with the ponies for the job.”

“Yes, sir!”

“You can count on us!”

Both Pinkie and Applejack voiced with determination to save the royal lions.

“All right! Now we're talking!”

“Let’s do this!”

Both Bunga and Rainbow added ready to their part in saving the day once more.

“Okay.” Luna then spoke taking charging of the situation by leading the royal family towards the volcano. “We'll go this way and try to distract Scar and the others.

Fuli getting the same idea did the same while turning to the Guard’s Keenest of Sight. “Ono, scout a route the other way so the hyenas, changelings, and outsiders, won't see us coming, along with a route for Kyoga, Karabi, and Lite to sneak through the Outlands undetected.”

“Affirmative!” Ono obeyed before leading the way. “Follow me!”

“And Kyoga…” Celestia called out to her before she could follow the others. “…please find Twilight.” She added while trying to stay strong about her predicament.

“Don’t worry, Princess Celestia. We’ll find her.”

“And we’ll get her back alive.”

“And stop Scar before he conquers the Pride Lands.”

Kyoga, Karabi, and Lite all assured in that order.

“Along with your dad and sister.” Fuli added in the Lion Guard leader’s direction. “We'll save them.

“Asante, Fuli. Thanks.”

“Thank you all.” Celestia gratefully spoke before turning to her sister, along with the queen and prince of the Pride Lands, ready to set out towards the volcano to face Scar properly this time around. “Let’s move.”

Even though Kion is greatly worrying about them right now he is following Princess Luna’s approach towards this if wants to ensure that they all get out of there alive and well because Scar is not someone you want to take light even if you have some kind of advantage over.

The team of rescuers all split into three parties with Kyoga, Karabi, and Lite all splitting off from the rest of the Guard once Ono found them a hidden pathway for them to navigate the Outlands without being spotted by Scar’s army.

Although both Lightning and Kulinda quickly noticed them making their way through the hidden trail before turning to someone from the shadows to report this to this mysterious figure.

"The eagle is making her way through the shadows..."

"...Along with her two feathered-winged companions..."

The two reported to which the figure nodded at them before donning a cloak before moving to follow after them unnoticed with narrowed and locked eyes on the trio of siblings.

In the volcano’s direction towards the top are both Princesses Celestia and Luna flying towards there with Kion and Nala in tow with the queen riding on the former and the prince riding on the latter. They all managed to reach the top of the volcano to where Scar himself having expected them is waiting for them just outside the caldera with the only thing standing in between them is a stream of flowing lava.

“Welcome to the Outlands, your majesties.” He said to the glaring quad just when Kion and Nala slide off of the alicorn’s backs. “I see you all received my invitation as much as I know why you’re here.”

“Enough, Scar!” Celestia angrily commanded. “Let Twilight, Kiara, and Simba go, now or pay the consequences for your actions!”

“Are you sure about that?” Scar inquired unintimidated by her unusually sharp tone of voice. “Even knowing the last time we fought alone. I don't think so, Celestia. Not even with all four of you do you stand a chance against my magic.”

“Do you want to put that to the test?!” She crossly responded with her horn flaring up and her wings spread out ready for that fight.

“Sure…” Scar casually replied. “…but I think the real question is, are you really willing die and risk the life of your most faithful student to find the truth?”

Celestia was visibly stung by that comment but she wasn’t about to back down after coming all the way out here with everyone else joining along for the ride.

“Just let them all go, Scar!” Kion then demanded in the face of the ringleader of the band of villians gathered in the Outlands.

“How very flattering, Kion.” Scar returned still unfazed by the cub’s threat. “But you know fully well that’s not going to happen. Not unless of course you surrender the Pride Lands to me.”

“Not on your life!” The queen of the Pride Lands asserted.

“We’ll never surrender to you, Scar!” Kion added to back up their refusal. “Now tell us where Twilight is!”

“Now!” Celestia boldly stamped her hoof in an authoritative tone.

Luna, Nala, and Kion all adopting fighting stances ready to attack him if he didn’t comply but Scar still wasn’t backing down.

“Not talking huh?” Luna questioned before making the first move leaping up across the lava will a full focused charged horn against him.

Scar quickly countered by conjuring a ball of magic and charged at her likewise while leaping up in her direction. The two’s magical attacks made contact with each other that sent the lion flying up towards the opposite boulders while sending the alicorn backwards in the opposite direction.

Nala then quickly moved to try attack Scar by leaping up towards the rock he was standing on, but Scar was too quick for her when he dodged her bared claws at his direction before lunging a direct hit on her which knocked her backwards. He then moved forward and advanced on her before they both traded claws and swipes with each other.

Even though Nala was able to hold her own against Scar, he proved to be too strong and fit for her and finds herself knocked aside and left at his mercy.

But before he could move to finish her off, both Luna and Celestia sent magic at him to force him back. He narrowly dodged their attempted attacks of relentless magic before quickly leaping across the lava stream and sending molten lava right at them.

Even though they were quickly able to cool it down to the point it wouldn’t kill them, they were both inevitably struck and sent flying aside when the lava made contact with them leaving some sore burn marks on their fur coats.

While the two sisters flew aside while quickly nursing their wounds, Kion stepped forward to confront his great uncle. “Stop playing games, Scar.”

Scar merely chuckled in response before proceeding to taunt him. “Oh, Kion. If only you understood how your actions affected others, especially the ones closest to you.”

“What do you mean?” Kion asked in confusion and anger.

“You’ll find out soon…” He sinisterly smirked with locked eyes on the lion cub before they resumed their duel.

Meanwhile, the Mane Five along with the rest of the Lion Guard (sans Kyoga) make their way towards the area where Ono spotted them earlier. By then Simba, has managed to come to much to his daughter’s relief but he is still sore from the mauling and beating he took in earlier.

“Daddy…”

“I’m…” Simba groaned in pain. “…I’m fine Kiara…” Even though he managed to stand up on his own he still needs some healing if he wants to get better.

“Good scouting, Ono. Thanks.” Fuli said to the egret once they arrived.

“You’re welcome, but we still got changelings, hyenas, and Outsiders guarding them.” Ono said while examining the scene from the high corner. “And it doesn’t look like they’re leaving them alone anytime soon.” He then notices the hyenas are doing something which is leaving the changelings and Outsiders rather irritated. “And it looks like the hyenas are singing to her.”

Pinkie dramatically gasped along with Bunga.

“Oh, no! Not singing!”

“Now we really gotta save her.”

The two said while Rarity eyes them rather perplexed at them.

“Hey…” Pinkie defended. “…at least they aren’t making her wear terrible and tacky outfits that unicorn Trixie mad you wear.”

“Ugh, don’t remind me.” Rarity grumbled before refocusing her attention on their mission. “So how are we get them out of this since they are all surrounded?”

“It won't be easy.” Was all Ono could say.

But Fuli still had the confident mindset they can still pull this off. “So? We're the Lion and Pony Guard. If we have to do things the hard way, that's what we'll do.”

“You said it, Fuli.” Rainbow liked her attitude while all ears to their carefully planned approach.

“Right. So here's the new plan.” Fuli then gathered everyone close so they can listen on how they plan to save them…

…while being from the shadows of the high rock ledge by a figure wearing a black cloak before focusing her attention on the trio of siblings taking the hidden trail with hopes of finding the whereabouts of the newest alicorn princess.

The three at that moment were sniffing to their surroundings and performed magical scans with their magic so they can try to find her.

“Got anything…?” Kyoga asked turning to her siblings.

“Nothing so far…”

“Me neither…”

The two came up empty-pawed while the mysterious figure quietly and stealthily sneaks by and slowly approaches the three.

“Wait!” Karabi brought while getting a strong sense of magic nearby. “I got something!”

“It’s coming from over there!” Lite stated while pointing towards the nearby boulder where the cloaked figure last made it’s way into hiding.

“Hello…? Twilight…?”

“Are you there…?”

*ZAP!*

The two were suddenly knocked with sudden purplish green blasts to the face which had them knocked backwards when Kyoga suddenly turns to see their attacker.

“You?!” Kyoga gasped rather startled before suddenly having the daylights knocked out of her before she could get a good look at her attacker.

Looking over the three unconscious siblings, the attacker with the appearance of Scar’s head appearing over them quickly levitated them off of the ground while moving forward carrying them in a dark purple and green colored aura.

Back near the entrance of the caldera, Scar continues to hold his ground against the alicorn sisters, the lion queen, along with the lion prince.

So far his opponents were all able to keep him at bay by working together from alicorn’s magic along with Kion and Nala being able to fight claw to claw with him. But not one of them have been able to gain the edge on him since he is well skilled at fighting and well trained in magic he knows how to defend himself against every attack thrown at him.

Meanwhile, the Guard has split off into multiple two team parties, Applejack and Beshte, Pinkie and Bunga, Spike and Rarity, Rainbow and Fuli, Ono and Fluttershy, all in position ready to spring their plan in motion.

“Ready…?” Fuli whispered to everyone who all nodded. “Now!”

“Zuka Zama!”

“Party time!”

Both Bunga and Pinkie cried while leaping into action by quickly taking both Phyrnax along with Cheezi and Chungu out by surprise.

“Ahhh!”

“Oof!”

They screamed upon getting knocked out by the impact of the fall they endured along with the many changelings and Outsiders that tried to gang up on Rarity and Spike.

The lionesses along with Timon and Pumbaa jumped into the fray in helping dealing with the changelings and Outsider’s mass in numbers to clear the way for the Lion and Pony Guard.

“Heeyah!” Timon and Pumbaa screamed while bowling their enemies down along with the jackals.

“Excuse me! Pardon me! Comin' through! Hot stuff!” Timon said before hopping off of Pumbaa just when he kicks Reirei along with Goigoi away when they tried to attack them.

The two serious and braced for action grunted together before charging off to help the lionesses deal with their enemies such as both Lightning and Kulinda who have both jumped into the fray with fast wings and lightning bolts their disposal courtesy of the Pegasus's new suit that Scar gave her.

“Hmm…Let’s see…one, two, three, four, five, six, seven, eight nine…” Rarity wondered while finding herself cornered by Zira, Chrysalis, Nuka, Vitani, along with six more Outsiders. “…ten of you and only two of us…let’s see…” She then pulls out a handkerchief hidden in her mane. Spike smiled immediately before leaping up on the unicorn’s back knowing what’s trick she is going to pull. “…oh who am I kidding…what’s a poor helpless girl and her baby dragon like us to…?” She cried and blew her nose into it…

…while suddenly creating a wave of magic to send them all flying backwards against the nearby boulders and rocks which knocked them all out upon the harsh landing.

“Oh, stars!” Nuka cried while having shaking and wobbling his head around for a second before passing out.

“How?”

“Impossible?!”

“Witchcraft!”

Both Zira and Chrysalis stated upon having underestimated the fashionista but then…

“Huwezi!”

“Incoming!”

Both Rainbow and Fuli shouted in Zira and Chrysalis’s direction just when they were getting back on their hooves and paws.

But just before they could do anything about it…

*POW*

Both Zira and Chrysalis were knocked hard and out when they got hit in the jaws.

“Beshte!”

“Applejack!”

“Now!”

Both speedsters shouted towards the Guard’s Strongest who both pushed and kicked large boulders down below to provide an escape route for both father and daughter just when the former was starting to feel a bit better.

“Down the hatchet and in the hole!”

“Twende Kiboko!”

Both Applejack and Beshte called when the boulders they pushed fell into the steam vents.

“We're here to rescue you, your highness's!” Ono faithfully said to the two.

“Now let’s get you both out of here.” Fluttershy added while offering her assistance in walking to which the lion king gladly accepted when she and Rainbow move to carefully and gently support Simba.

“Thanks.” Simba gratefully said to his saviors. “I sure you could some support.” Just when they make their way out of the steam vent field, he then asked the Guard an important question. “Do you have any idea where Twilight is?”

“I don’t know.” Ono reported diminishing the king’s hope for her whereabouts. “I couldn’t find her without getting caught.”

“I wonder where Scar is keeping her.” Kiara fearfully wondered. “And what he is doing to her?”

“Whatever it is, it can’t be good.” Simba stated while slightly grunting in pain. “We got to find her and get out of here!”

“Let’s!” Applejack stated.

Just as they move away from the steam vents and towards the exit, the lion with the cloak looked over from the highest ledge before using magic to create a rock slide heading in their direction.

“Look out!” Fluttershy shouted to which the others turned their backs and then quickly ran as fast as they could run just to avoid barely avoiding getting crushed.

“Whoa!”

“Hapana!”

“Rock slide!”

“Huwezi!”

Rainbow, Ono, Pinkie, and Fuli screamed while dodging the many rocks falling down in their direction.

The Guard ran for their lives while approaching a slanted pathway over a stream of lava up ahead.

“This way! Hurry!” Applejack called to everyone before leading the way upon along with bucking every large rock that tries to land on her and their friends.

Then, their rock slide instigator used magic to send a large boulder capable of killing the whole group right down in their direction.

“INCOMING!” Rarity shouted before working her magic against it while the others quickly try to make their way up towards the hilly pathway.

The rock suddenly crashed on all of them from their attacker’s perspective but was able to get a good look at what was really going on…

…they all survived the attempt when Rarity managed just enough strength and magic to levitate the rock away from them.

But she passed out once the strain took it’s toll on her.

“Ooh…Sweetie Belle…” She said woozily before passing out.

“Rarity!” Spike exclaimed before helping make sure she doesn’t hit her head while catching her.

With the appearance of Scar right before them, they now know they have another tough fight ahead of them. He quickly sends another large boulder in their direction with Applejack quick to charge and buck at it but not without suddenly getting slammed against the wall behind her.

“Applejack!” Rainbow cried before quickly locking fiery eyes at her adversary. “That it’s. Playtime is over, Scar!” She furiously stated in his direction but he didn’t say a word back meaning that he is not in the mood for joking around and for silly banter.

“Yeah!” Bunga yelled before leaping onto Rainbow’s back who quickly flew up in his direction. “Zuka Zama! Super punch….!“

*POW*

As a result of Scar sending a blast of magic over from the sides.

“…falling hard…” Bunga screamed upon falling down to the ground and towards the nearby lava before being quickly caught and saved by the most loyal pony in Equestria.

“All right you mean lion, time to get serious!” Pinkie declared before Fuli charges ahead with her super speed to try to help Rainbow who is currently flying around to try to land a hit on him.

Both Rainbow and Fuli charged with the latter running up the hill along with hopping on from slab to slab with the aim of their angle to try to out psyche Scar so he can’t predict and prepare for what attack they have in store for him.

Scar sends wave after wave of magic right at the two speedsters yet was unable to land a hit on them at first. When he expected and dodged Fuli’s attempted leap at him, Rainbow quickly flew in and threw a punch right at his face leaving him fuming in pain when it the hit made contact with his sensitive scar. The lion quickly responded by catching her with his magic while stumbling backwards and nearly fell off of the cliff he was standing on. He then returned the punch in kind when she flew in to knock him off the edge while sending her flying over the edge and towards the bottom of the hill nearby the caldera.

“WAAH!” Both Rainbow and Bunga screamed upon falling over.

When Scar struggled a little while getting back up the cliff he sees that Fuli is right in front of him.

“Nowhere to go, Scar!” She stated in front of her dangerously quiet enemy.

But before Fuli could take an opportunity to do anything about it he quickly teleported right in front of her while quickly kicking her off of the cliff to send her down the cliff.

“What?! Oof! Huwezi!” She screamed which got Kion’s attention.

“Fuli!” He screamed before running on over towards her while the grownups continue their fight against their rival.

Once Scar got himself back up on higher ground he sees Ono and even Fluttershy flying overhead right to fight him. “Let’s do this.” He seriously said to him.

“Let’s!” Fluttershy added just as seriously. “Because nobody but nobody does that to my friend!”

Scar stoically and silently responded by glaring at the brave Pegasus in the eyes with nothing but a look of silent disdain when she pulls her Stare against him. Yet to her surprise, it did little to no effect on him when he slowly and menacingly approaches her.

“I…I…I mean…NO! NOO! Please! Anything but that!” She then desperately cried before being suddenly blasted backwards and towards where Simba, Nala, Spike, and the unconscious Applejack and Rarity are.

Simba quickly leaped up and caught her on his back but the poor girl was left shaking, crying, and curled up into a ball from being stared down herself.

Ono now feeling he too is cornered by him quickly tried to stammer a comeback. “All right! Um, you want to dance Scar? Bring it!”

Scar simply sported a dark purple and green colored sword to use against him to which had the egret gulping nervously before accepting his challenge. He bravely charged his beak into the fray and traded swings against his sharp magic.

“Phew…” He realized upon seeing he braved the face of danger against that attack. “Oh yeah! Is that all you got…” He then suddenly sees and feels that magic is grasping around his legs. “…oh! You got that too?”

With nothing more than a simple blank expression, Scar sent Ono flying away and hard into the ground with the others.

With no one else left and Simba and Kiara both still too injured to fight, Spike makes his way up where their fighter is to take up his challenge. He immediately breathes fire at him to which Scar quickly dodged to avoid getting burn aside from the small amount of fur on his face.

Spike then charges towards him at the same time Scar returns the charge likewise. He managed to dodge the sharp claws while sliding underneath and managing to claw some more fur off of the lion. Yet throughout it all, Scar doesn’t utter a groan or growl in pain which got Spike thinking that something is very off here.

He continued to avoid and evade Scar’s magic aside from a few direct hits to which he quickly recovered from before quickly sliding underneath him. Once he was able to get close enough to him, he leaped onto his back and tried to choke him out along with tugging on his mane.

Finally, a growl of pain came out of his mouth along with when Spike bites him on the shoulder before he finally shook him off of his back and away and off the cliff…

…before joining him for the downwards fall too.

“Spike!” The girls and the rest of the Lion Guard screamed at the same time Scar while dueling the princesses and queen has finally managed to bring them down.

Spike was screaming and covering his eyes when he sees that he is headed straight towards the stream lava down below before suddenly finds himself stopping just short of it…

…thanks to his attacker floating just above him while using his magic.

“What?!” Spike exclaimed at the sight of actually being saved by him while the others who had just climbed up the hill were left astonished by this act when he is suddenly placed safely on an opposite mountain just within distance of where Scar is along with his defeated opponents.

There everyone was both seeing two Scar’s at the same time in two places.

“What is going on here?!” Kion stated upon arriving on the scene just when the others also arrive behind his back.

“But how…?” Spike stammered between looking at Scar looming over Celestia, Luna, and Nala and his double looming over him with Kion slowly approaching him. “I thought you were dealing with Scar?”

“I was…” Kion stated still dumbfounded by what he is seeing. “But how?!”

“Maybe you’re just seeing things double. Or better yet if you’re truly smart enough to put two and two together to look at things a little differently.” Scar called out to him from just outside of the caldera which had the Lion Guard leader to now have a good idea who is really serving as his look and act alike.

“All right Chrysalis!” Kion then declared while getting serious with gritted teeth. “Your days of mind tricks are over!”

He growled and lunged towards the Scar double who quickly leaped back just when he managed to get a claw on his cloak and face while ripping it off.

"Is it? Is it really?" A familiar female voice inquired in response after being unmasked.

“What?!” Kion then gasped when he saw the face of his worst adversary was really an actual mask as part of his opponent’s disguise and really was a front of this figure’s actual face and appearance. And needless to say he was not expecting the sight of the actual face when said enemy turned to face him. “You?!

“Twilight?!” Spike gasped when said mare was floating on her wings yet with a much darker appearance and a matching facial expression that describes of how she feels about seeing them.

“Yes, Spike, Kion. It's me.” She bluntly answered while still not looking very happy to see them.

Her lavender purple fur was a darker shade of color. Her mane was colored black and styled to look just like Scar’s with only her now reddish-pink highlights remaining. And her eyes were colored red instead of purple due to her use of dark magic throughout her fight with her friends and her scar emitting black smoke while looking on towards everyone watching with nothing more than a serious and unaffected expression.

Everyone else watching this was beyond shocked at what they were seeing, the Scar that the Lion and Pony Guard fought was really Twilight this whole time and against them and the same enemy that quickly knocked out Kyoga and her siblings in a drop of a hat.

“What?” Both Simba and Luna gasped.

“No!” Both Nala and Celestia cried in devastation to see that she has crossed over to the dark side.

“It can’t be! Please tell me this isn't happening!” Spike said still trying to lie to himself that this is really just a bad dream while covering his eyes and trying to open them while awakening in his bed unsuccessfully.

“It’s real!” Rarity asserted to her crush while trying not to believe what she is seeing too while looking on with an agape expression.

“Twilight?” Fluttershy softly voiced while whimpering in fright.

Scar from the caldera evilly laughed from afar while Celestia was left tearing up at the sight of what has become of her former student with both Luna and Nala are left speechless.

“Sisi ni Sawa, Kion!”

“Un-Bunga-veilable!” Bunga breathed and whispered. “I did not see that coming!”

“Me neither.” Ono whispered back while still looking on at their friend now turned evil.

“But…how?” Kion was at a loss of how this was all possible. “…you were captured!”

“No!” She corrected. “They didn’t really. They had me escorted to Scar in secret.”

She thinks back to when Chrysalis flew her over to Scar inside the caldera to where Ushari is also standing by the lion’s side.

"Both Simba and Kiara are both trapped and secure by the steam vents, Scar.” The alicorn reported while brushing the dust off of her fur upon being released.

“Excellent!” Scar was satisfied with how well the plan is coming along. “Which means the other princesses along with the Lion and Pony Guard on their way here to try to come to their rescue.” He then turns to the changeling queen standing before him. “Chrysalis! Tell the others to get ready! The plan is in motion!”

“Right away sir!” Chrysalis bowed before flying off ahead.

“Now Twilight…” Scar then turned to her. “You know what to do?”

“And do it I will!” She vowed while pulling Rarity’s makeup kit before styling and dying her mane to be colored and styled just like the lion in front of her before dying her fur coat a darker shade of purple.

“Yes…” He admired her new appearance. “…this will do nicely!” He added while viciously smiling with his teeth bared before handing her his cloak to which she quickly put on and pulled out a ripped portion of Scar’s face from a throw rug she got from her boutique store. “…Hmm…” He scratched his chin in admiration. “…not bad…” He commented at the sight of a copy of his fur coat serving as a throw rug.

When Twilight finishes explaining to everyone that part, the Guard members along with Simba and Kiara turn to Rarity liking an explanation for having said throw rug in her shop. “What?!” She innocently asked. “I thought his fur would make a very handsome throw rug. Maybe even some fashionable dresses while I'm at it.”

“How very nice of you to think that way of me.” Scar remarked rather amused and flattered by her willingness to experiment with dark colors and taste. “Just as much that your precious princess has now become the princess of darkness now following in my paw prints.”

“But…why?” Kion was left feeling betrayed and heartbroken upon seeing that Twilight was very willing to work with his evil great-uncle to help conquer the Pride Lands when he turned to face the hovering alicorn. “We’re your friends!”

“Are you really?” Twilight was not convinced when she spat back. “Or are you just saying that to try to butter me up and stab me in the back when I least expected it!”

“We would never do that!” Kion further protested with his voice cracking like he is about to cry. “We even came all the way out here to save you!”

“Right into the heart of the Outlands!” Bunga added in plea.

“How very like you all…” Twilight returned without a hint of gratitude. “…yet you were all too stupid to realize what was really going on the whole time.”

“What do you mean?” Fluttershy timidly asked.

“You see…” Twilight recalled while gesturing to the evil lion on the opposite mountain. “…after you five sent me away, Scar came to me to once again persuade me to join up with him. Once again he wanted me fall under his influence. I initially refused but after thinking long and hard with what had happened the first time we crossed paths with him, I decided to listen to what he had to say.” She then recalled when Scar finished telling her his backstory and before the others found her.

"I knew that if anything could get you all to come all the way over here in the first place, it was the thought of one us being in danger." Back then Twilight and Scar both squared off after the latter made the first move while really they were sparing each other to make it look like Scar is defeating her by the time the Guard arrived on the scene. Some time later, when everyone had retired for the night, Twilight secretly made her way over to the Outlands where she would meet with Scar and his army. "After seeing to it that the Elements of Harmony are locked away, I helped orchestrate the whole abduction scheme, tipping off the Outsiders of where to attack, and of course letting Spike and Makini escape in order to alert everyone and lure them all here to the Outlands for the actual takeover of the Pride Lands. As you can see, it was all part of the plan."

While she explains everyone's eyes grow wider with every shocking word that came out of her mouth with the reveal that she was in on the whole thing and helped masterminded the plan. Not even SImba, Kion, Kiara, or even Celestia and Luna, could have ever expected nor seen this coming.

While watching this Zira smirked from afar in Simba's direction with the smug satisfaction that she was right that Twilight indeed had something to do with this.

“Huh?” Applejack voiced rather befuddled by this revelation while trying to recover from her shock. “Do you even realize what you're saying and doing. I mean, working with the scheme coming from the most dishonest lion in the Pride Lands?!”

“Yes.” Twilight calmly and blatantly replied. “With wisdom and power that says the most truly powerful should be in charge of Equestria. And for your information, Applejack…” She quickly added with caution to choose his next words carefully going forward. “…even dishonest liars like Scar can tell the truth within the eye of the beholder in regards to you and most of the welcoming committee here.” She said while gesturing to everyone else around them. “He even explained to me of what happened to him before he lost the Roar. And that was because his so called friends made the same mistake you all did when they left him in the dust when a threat against the Pride Lands was made.”

“What’s she talking about?” Fuli whispered to Kion clearly confused at what's she saying.

“I don’t know!” Kion answered just as confused while turning to his father who didn’t have an answer either before turning back to the antagonistic alicorn to implore of her to reconsider her stance towards them. “And I think whatever magic Scar left on you is making you not think clearly.”

“Oh this…” Twilight gently placed her left hoof on her scarred eye that’s continuously emitting smoke before having her eye stop doing it while treating it like it's no big deal with a matching nonchalant response and smile. “…just a little gift from him from the wedding mishap.”

“But you don’t know if what Scar says is true…” Ono tried to reason with her while examining her infected eye with his keen sight from a safe distance. “…that dark magic is affecting your temporoparietal junction.”

“The part of the brain that allows one to tell right from wrong I know.” Twilight voiced with no concern to having it treated. “And believe me when I tell you that I know what Scar told me is the truth.” Ono was left without a counter argument there seeing that nothing can be said to change that. “Don’t believe me, ask him or Mufusa yourself. At least if that ungrateful lion is more than willing to confess to his wrong doings.”

Hearing his grandfather's name insulted got Kion really mad. “Don’t you dare insult Mufusa nor speak about him that way, Twilight!” Kion angrily stated in the face of her evil former friend.

“Or what?” Twilight taunted sensing the lion cub’s anger boiling inside. “What will you do if I don’t stopping talking bad about others when I want?!” She demanded of him. “Face it, Kion. You don’t have the power to stop me!”

“Oh, yes, I, do!” He angrily stated hitting his rage breaking point when dark clouds formed from behind before locking eyes against the alicorn who quickly produced a protection barrier knowing exactly what’s going to happen.

He unleashed the dark Roar of the Elders right at her to which both Twilight and Scar quickly protected themselves with magic to keep themselves from being pushed and sent flying backwards.

While Celestia and Luna were able to protect themselves along with Kiara, the others who were right behind him were safe from being caught in cross hairs.

With thunder and lightning raging from the skies, the unchecked power of the Roar caused the volcano straight ahead of him to violently erupt with lava and fire spewing everyone near its surroundings.

Once Kion was done roaring, he suddenly drops his jaws upon seeing the volcano suddenly erupting as a result of himself losing control of his temper in the heat of the moment.

“Hevi Kabisa!” Kion exclaimed in horror with what he just did when Scar levitates a slab for himself to float his way over to him and by Twilight’s side rather pleased that he ended up playing right into his paws.

“Why thank you, Kion.” Scar said before focusing his magic from the power of his claws at the same time Ushari tosses the bakora staff into the caldera inside.

With Chrysalis’s magic from said changeling along with the other’s having retreated to caldera when everyone’s backs were turned, the cobra was quickly able to avoid the rising lava emerge from the volcano to when his master’s magic caused it to rise from the flames.

“Yes!” Ushari said in satisfaction with the plan working in their favor.

“Burn! Baby! Burn!” Nuka yelled wildly as all of the fire and flame rises from the ashes and out with a destructive sight headed towards the Pride Lands.

Without hesitation Scar uses his magic to send a huge wave of lava in the Pride Lands direction much to everyone’s horror.

Of course, none of the Pride Landers had much time to react once they all realized it was headed their way.

“Look out!” Ma Tembo shouted before quickly sending a nearby boulder to protect her herd.

“Incoming!” Basi shouted towards his pod upon seeing the lava flying right towards them.

The hippos were all left hurrying for their lives and had just barely escaped being burned with their watering hole turning into a steam vent.

“Panic and run! Panic and run!” Thurston exclaimed wasted no time in leading every zebra the heck out of dodge.

Scar then focused his magic in sending lava right at the antelopes who all quickly hightailed it away from their home to avoid getting burned with some of them that were able to run out of paralyzed shock and horror being the unfortunate ones facing a fiery demise when it rained down on top of them.

“Murderer!” Simba gravelly voiced at his kingdom’s destroyer who worked to destroy small portions of the Pride Lands with his dark magic spreading lava towards where lots of big herds are gathered together at their own free will.

“Scar! Stop this madness at once!” Kion shouted before trying to move to lung at him in an effort to stop him…

…only to be quickly punched and knocked backwards by Twilight, followed up by a fiery dark magical blast to the chest leaving Kion to collapse while screaming in pain.

Everyone standing behind in gasped in horror with what Twilight had just did, and yet she doesn’t shed any remorse for doing so.

“Better get out of here while you still can.” Twilight warned the helpless and betrayed clan of heroes. “Because Scar won’t stop until the Pride Lands falls under his domain.” She then levitates Kion with her magic so she can personally tell something to him up close. “That means you too, Kion.”

“Twilight…” Kion weakly croaked in plea when levitated and grasped by the throat. “…please…stop!”

“Apologies old friend, but what’s done is done and you blew your chance to make things right the second you turned me away.” Twilight coldly refused before spinning around in the air and sending his former best friend flying towards the back of the Outlands away from Pride Rock. “See ya!”

“Whoa!” He screamed upon flying great heights over the Outlands.

“NO!” Simba and Nala futilely reached out to him while Fuli and Rainbow Dash were quick to race after him.

In order to assert to the Guard and the Royal Family of who’s in charge of the Pride Lands now, the young alicorn quickly used her magic to make the hill they were standing on crumble, causing them to descent downwards with only Fluttershy, Applejack, Pinkie, Karabi, and Lite to push their weight against the others to keep them from making a harsh landing at the bottom of the hill.

During the descent downwards, Rainbow had no time to prepare herself for when Lightning Dust suddenly appeared and knocked her towards the ground with a single punch to the face as payback for getting her kicked out of the Wonderbolts along with Ono who likewise was given the same quick painful greeting before tossing both a defeated Timon and Pumbaa down so they can join them in the race for their lives to avoid dying at Scar's fiery magic fueled paws.

Twilight then turns back to Celestia, Luna, and Nala who all were devastated to see her even doing all of this. Since to everyone it goes against everything she was taught and trained for. With no other choice, Nala leaped on the sun monarch’s back who huddled with Luna before quickly teleporting away from the scene before quickly moving to guide everyone of the remaining Pride Landers who haven't fled to safety away from Pride Rock. But not without Celestia tearing up at the sight of seeing her now most faithful student's fall from grace. Not that Twilight cared in the slightest of how hurt she is feeling as evidenced when her cold and heartless expression didn't change in the slightest.

From there it is now made perfectly clear that they lost in a majorly way today. Not only did they lose the Pride Lands to Scar. But worse, they lost a very powerful and caring friend to him, who has now committed herself into following Scar’s paw prints.

Back on lower ground, everyone upon landing were all quick to make their way through the Outlands in order to escape. “Everyone quick, this way!” Ono directed everyone’s attention to the pathway Kyoga and her siblings took before being ambushed.

They had a lava filled obstacle that required them all to jump, but they were all able to clear and leap over it no problem. Even Simba was well enough to be able to make the jump before regaining the strength to run on his own. During the leap over, Applejack who even managed to carry Rarity on her back while performing the feat along with Fuli carrying Bunga, and Beshte did the same while carrying Kiara and Ono on his back.

“This way!” The king directed everyone’s attention towards their exit straight ahead at the same time they saw Kion headed towards a stream of lava during his fall.

Both Rainbow (after quickly recovering from the punch she took in) and Fuli quickly ran and flew as fast as they could to catch him but they ended up tripping up and stumbling to a crash landing when they got slightly singed by the lava Scar sent in their direction. All they could do at that point was watch in horror seeing Kion met his fiery demise up ahead…

…at least until Simba, once again with his blood pumping with determination to keep his son out of harm’s way quickly rushed ahead and then leaped up over the upcoming stream and caught the cub in his mouth before landing on the other side.

Both Rainbow and Fuli quickly sighed in relief before following suit and leaping over the upcoming stream before making their escape along with many Pride Landers fleeing for their lives to which both Lightning and Kulinda both witnessed from afar before turning their attention the lion setting parts of the Pride Lands ablaze while giving him the signal that the heroes have retreated and are all out of the Pride Lands.

Upon seeing that everyone has retreated, Scar ceased fire, and everyone else having ducked for cover emerged looking on very satisfied that they actually managed to succeed in taking over the Pride Lands for once. And it was all thanks to the excellent teamwork and leadership of Scar along with his newly darkened apprentice and princess Twilight Sparkle who looks on at everyone of the heroes retreating and away from the Pride Lands still sporting a resentful frown in their direction because once again her truthful words about Scar were quickly rebutted as lies. And worst of all, it was from the one who she saw as her best friend, Kion, the leader of the Lion Guard which really embittered her spirit to the core.

Once everyone has all managed to retreat with Pride Rock no longer within sight from afar, they all stopped to catch their breath and reflect on what had just happened back there.

“The Pride Lands have fallen.” Simba said filled with regret seeing the Pride Lands now ruled by Scar and a now evil Twilight Sparkle.

“I can’t believe Twilight turned on us. She was our friend.” Kion replied in shock taking Twilight's betrayal the hardest o par with Celestia's heartbroken reaction to the reveal.

“Who got infected with Scar’s dark magic and fell for his manipulation.” Kyoga deadpanned.

“So… where do we go now?” Ma Tembo questioned. With the Pride Lands lost everyone was now displaced and without a home.

Kyoga, Karabi and Lite looked at each other and nodded. “We know…. A place where you could live for the time being.” Lite replied.

“Where?” Bunga questioned.

After three hours of traveling due North from the Pride Lands, everyone arrived through a large cave and into a wide valley environment with a Mountains in the distance, lakes, grasslands and forests all around. The ground was attempting to recover and some animals have returned to the land.

The animals included some the Pride Landers have never seen. Jaguars, Tigers, Margays, Caimen, Alligators, Puku, Dik-Dik, Wilderbeast, Cap Buffalo, Kudu, Okapis, Roan Antelope, Steenbok Antelope and so many more.

“Woah….” Fuli gasped.

“Kyoga, what is this place?” Simba asked.

Kyoga gave him a solemn look, “It’s…. our old home. The Diamond Valley.”

All the Pride Landers gasped in shock now knowing this was Kyoga, Karabi and Lites’ old home which was still recovering from Scars attack years ago.

“Make yourselves at home and please don’t disturb the nature here.” Kyoga stated before she, Karabi and Lite went off to their old den.

Kion, the Lion Guard and the Mane Five looked at each other cautiously before the Pride Landers went their separate ways to make a home for their herds.

Simba, Nala and their pride followed Kyoga, Karabi and Lite to a large cave that was North of the valley. The three lions sighed as the came to the mouth of the cave and just laid down.

“You three okay?” Beshte asked.

“Not really…. We never really planned on returning… since the loss of our family.” Kyoga replied in a tone less voice.

“There wouldn’t be much point on us returning since we’d be the only lions here.” Lite added.

“Why can’t you just mate with each other?” Bunga asked impulsively.

“Bunga! They’re related! They can’t mate with each other that goes against the laws of nature!” Kion stated.

“What?” Bunga questioned confused.

“Related lions can’t mate with each other cause that causes inbreeding which can lead to diseases! Common knowledge really. That’s why male lions are kicked out when they reach sexually maturity. It’s an evolutionary purpose.” Ono explained.

“Ooh…” Bunga stated.

“Anyway, you guys can have the cave. It’s of no use to us now.” Karabi added as the trio left the cave to Simba, Nala, their pride, the Lion Guard and the Mane Five.

“So… we’re just… giving up…?” Rainbow questioned. “We’re not going back to fight.”

“If you go back you’re all dead. You’re best chance is to stay here.” Kyoga replied.

“How would you know?” Applejack asked.

“Cause we’ve already lost everything to Scar… you haven’t. You still have your family and friends except for Twilight. We’ve lost everything.” Lite replied to the girls.

“So get used to your new home cause you’re gonna be here for a while.” Karabi added to the battered family and friends.

While everyone gets settled in their new temporary residence, Kion turns back to the opposite direction towards cave where he walked back to the other side of the tunnel. Once he was outside, he looks on the far horizon ahead of him in the direction of the Pride Lands with a very solemn expression at the sight that was once home to them. Only that it is now enemy territory to the villainous lion and his now former best friend turning to the dark side both looking on the far horizon at the same time from the edge of Pride Rock.

While Scar looking on with a very satisfied smirk that he successfully took back control of the Pride Lands with his hunger for power fulfilled, Twilight looks on with a very bitter expression as more black smoke emits from her infected scar still thirsty for vengeance against her now former friends more than ever.

"It won't be long now, Twilight." Scar assured his princess with a comforting paw on her back. "Because soon Equestria will be ours for the taking and you will soon have your revenge."

"And I look for to it." Twilight responded still looking on to the horizon where Kion's father approaches his son to place a paw on his shoulder in his efforts to comfort him while they both look on in their former kingdom's direction. "Because I should have known the truth from the start that friendship has truly failed me. From this moment on..." She then vowed. "...I won't stop until I bring both the Lion and Pony Guard down...permanently."

Author's Note

And now for the conclusion of Season 3, well, let's start off by what is the most shocking and darkest episode to date what started off with a big battle and rescue mission in the Outlands in order to save Simba, Kiara, and Twilight and defeat Scar and stop him and his army from taking over the Pride Lands. Expect...

...it turns out the enemy the Lion and Pony Guard were facing off was really someone they least expected to help Scar...

...Twilight Sparkle who as it turns out was on his plan and had actually managed to provide fire to the flames to which Scar used to force everyone out of the Pride Lands when they all had the chance along with the Guard and the rest of the Royal Family.

Turns out this was Scar's plan all along since he's been pulling a Xanotos Gambit here. Without mentioning the first part which resulted in the Elements being locked away, here was the actual plan all along.

Had they'd been completely overpowered, they would have fallen to the Outsiders. Had they not with what actually happens here, the shocking revelation along with some sparked anger, tricks Kion into creating a volcano eruption to which Scar uses his powers to send lava straight in the Pride Lands direction with murderous intent should they not surrender and flee.

Just after escaping with their lives, the Pride Landers are now left homeless with no where else to turn but the landscapes of a former kingdom.

Diamond Valley.

Phew, what a lot to take in here and judging from Twilight's expression in the end she's not only out for Equestria too, but she is now out for personal blood against the Lion and Pony Guard with full determination not to stop until she succeeds.

Just when you think things were looking up, things actually get tougher and it is now looking grim and hopeless for the heroes as not only do they have a fallen kingdom to try to regain, but also a friend now succumbing to her own inner darkness if they all ever hope to defeat Scar, along with figuring out how to find the source and how to combat his very special magical powers.

But the question is how? How will they be able to get through to their fallen friend?

The answer to that question will be answered in Season 4 of this story, so stay tuned until then...

Episode 1: The Crystal Empire Part One

Episode 1:

The Crystal Empire Part One

Sometime after the events that led to him being walked out on by his own brother, friends, and father, Scar now bears a thin pink crescent shaped mark over his left eye that is permanent and will remain on his face for the rest of his life.

Ever since that fateful day, Scar has now decided to take up daily patrols through the Pride Lands on his own. He hardly talked to his father, brother, and friends, nor even looked at them and when he did he gave them nothing up a look of pure hatred and bitterness towards them for the way they treated him. Whatever happened that led to him feeling this way along with receiving his scar sure took a toll on the young lion’s self-esteem and because of it he no longer sees Mufusa fit to be king.

During one of his scouts in the Outlands, Scar made his way nearby the area to where Zira and her pride would later meet Kyoga along with the Lion and Pony Guard along with the royal family years later where he came across a familiar foe that double-crossed him.

“You!” Scar snarled at the foe with betrayed eyes.

It was a strange lion with a bulky build, dark orange fur, red eyes, dark red nose and mane, a notch on his right ear, a dark stripe on his forehead, and a scar on his right eye in contrast to his glaring foe.

“Well, well, well, so we meet again.” The strange lion darkly chuckled. “Guess crime doesn’t pay does it.”

“Easy for you, since you made me look like the bad guy when I was actually trying to stop you from ruining my brother’s life.” Scar retorted with a growl and bared teeth.

“Come on now. We’re all friends here.” He confidently attempted to manipulate him into standing down but Scar wasn’t having it. Not anymore after what he did.

“You’re not my friend! No one is! Not anymore!” Scar roared back before charging at him along with his snake companion leaving the former barely anytime to react and realize how much trouble he is in now for messing with the wrong lion.

The snake quickly attempted to bite him to kill him with his deadly venom only to be quickly slashed and killed by the furious lion before he quickly pounced on the strange lion with blood boiling fury. The two tumbled across the rocky terrain before Scar threw his larger opponent off of him and towards the edge of the nearby cliff behind him.

The two lions growled at each other before charging at each other to exchange swipes from their claws directed at their faces while attempting to bite at each other while standing on their back legs and wrestling each other. Then the strange lion attempts to pin down Scar only to be quickly knocked off with consecutive paw swaps to the faces followed by another swipe to stagger and force him back.

He then quickly pinned down the strange lion who despite his attempts to get Scar off of him, the fiery fur colored lion then bared his teeth and then chomped them into the strange lion’s neck thus killing him.

Once they were both finished off for good, Scar then locked eyes on his dead adversary’s before unleashing the dark clouded Roar of the Elders to send their corpses flying towards the nearby volcano. The impact of the Roar was so powerful it caused the volcano to erupt which sent lava spewing out from the smoking top which splattered and incinerated the duo’s corpses away, never to be seen again.

Scar then turned away without a look of satisfaction on his face because even after putting an end to the traitor of the crown, the damage is already done.

“I should have known the truth from the start.” Scar said to himself with a stoic and bitter look while wiping the blood off of his jaws and taking a drink from a nearby stream of water.

During which he looked at his reflection with a serious frown upon his new scar. The day he got it is the day he would come to see that friendship meant nothing to his so called friends and family after they abandoned him even after all they have been through together and all he has done for them from day one.

“Face it, friendship has truly failed me.” He said to himself with a vow of what must be done now. “Because from this moment on, I won’t stop until I become king. The one and only true king that the Pride Lands truly deserves to see.”

During the present, Twilight looks at herself in the mirror at her new scar in the middle of the library with the same resentful frown. The mark itself which now runs across her left eye is also crescent shaped and identical to Scar’s. Clearly after what happened that resulted in her receiving her new mark she is through with friendship with her family and friends as well.

It's been a week since the Canterlot Wedding Attack and since Scar finally revealed himself. Since then both Equestria and the Pridelands were shaken by the attack, some of even started to question Simba and Celestia's ruling because they were so easily defeated by Scar and Queen Chrysalis. The two monarchs calmed the anxiety within their untied homes as best they could but not all of it with those questioning them whether the very bond between their worlds is meant to be or whether they are better off seperated like they were before. A question both leaders futilely tried to insist otherwise.

Thorax was accepted into Equestria and the Pridelands fairly easily after everyone heard of his heroics in standing up to Queen Chrysalis and protecting Kyoga from them. Mtoto and the youngsters even played with him with was fun being that he could easily change into one of them and play right along.

Thorax, Kyoga, Twilight, Kovu, Karabi and Lite were rewarded after the wedding ceremony by Princess Luna for their bravery in stopping Queen Chrysalis and Scar's evil plan and saving Canterlot together. Since then, their friendship had grown stronger, despite only knowing Thorax for about a week.

The Changeling was the timid and nervous type, easily scared when something surprises him, but the four lion friends always calmed him and down and told him no one will hurt him.

The friendship between the Pony Guard, on the other hand, was not good. Ever since the wedding, Twilight had giving Kion and all her friends (barring Thorax, Kovu, Karabi, Lite, Kyoga, Kiara, Tifu and Zuri) the silent treatment, resenting them for abandoning her at the wedding when she was right all along. She wouldn't even look at them whenever they were on patrol and she would give them a cold and heartless look.

The gang felt horrible for their actions towards her but Twilight wouldn't hear any of it, not forgiving them yet.

"We messed up badly.." Applejack sighed as they walked through Ponyville with Thorax, Kovu, Kyoga, Karabi and Lite.

"Yeah, you kinda did." Kyoga said bluntly, earning her a smack by Rainbow.

"What? I'm not lying!" she defended. "There were many signs that she was a fake Cadence but you guys were too oblivious to see them."

Kion lowered his ears, "Yeah... as leader I should have seen the signs that something wasn't right from what Twilight said about Cadence. But instead I abandoned her and it got her hurt. Some leader I am...."

Fuli and Bunga patted him on the shoulders, "It's not only your fault. I'm the keenest of sight and yet I couldn't see an imposter right in front of me." Ono said.

"And we could barely protect everyone from Zira and her large lion pride. Kyoga was the only one who actually fought against them, risking her life for everyone." Besthe added.

"We should have done the same thing..." Fuli added and Bunga rubbed his shoulder, sheepishly.

"Instead we didn't and now we may have ruined our friendship with Twilight because of it." Bunga added. "We have to make it up to her, but how?"

"You'll figure that out later." Lite reassured the depressed group before Kyoga's cutie mark on her cheek started shimmering. "Looks like its time..."

"For your lessons with the Tree of Harmony? C-Can I come?" Thorax asked shyly.

"Sure Thorax." Kyoga smiled before she, Karabi, Lite, Kovu and Thorax headed into the Everfree Forest and to the Castle of the Two Sisters. They entered the Cave of Harmony where the majestic crystal tree laid. "Woah....." Karabi, Lite, Kovu and Thorax gasped in awe at the Tree of Harmony's beauty.

"It's beautiful..." Karabi gawked.

"Thank you." a voice came before Astral Twilight appeared before them, "Ready for your lessons, my student?"

"Y-Yes, Mentor." Kyoga replied.

"Good, you've already made great process by neutralizing Zira's dark magic, but there is more you can do with your magic." Astral Twilight said. "First, we'll start with basic spells so you will grow comfortable with your new magic before moving onto advanced spells."

Kyoga nodded and the Tree of Harmony started her magic lessons off at the beginning.

Meanwhile, in the Canterlot Castle, things have been still a mess there since the wedding. Ever since the wedding, Princess Celestia has been increasing security all around the castle to avoid another surprise attack along with keeping back some of the restless ponies and Pride Landers still upset with her handling of the incident that nearly led to Scar and Chrysalis’s takeover.

Even with Shining Armor’s help in overseeing the security, the tension still remains to the point they had to postpone the wedding in light of these of recent events. And with what’s about to happen next it’s only about to get worse for them when one of the guard’s rushed inside the throne room when the princess is currently dealing with paperwork.

“News from Northern Equestria! Uh... Your Highness.” The guard reported after taking off his helmet as a sign of respect for her.

“Yes?”

“I am simply to tell you that it has returned.”

Hearing this sparked a gasp from the alicorn before turning to the guard on her right hand side of the throne.

“Find Princess Cadance and Shining Armor.”

“Yes, Your Highness.” The guard immediately saluted and obliged before carrying out his task with the rest of the guards following after him.

During this time, she took out her quill and paper to compose a letter.

“My dearest Twilight, you must come to Canterlot at once.”

The one time the white alicorn princess could focus on something other than the civil unrest that is going on and now she is forced to take action. And she can only hope that her faithful student whom she hadn’t seen nor spoken to in a month is ready to help her out.

Especially after the last thing she said to her was telling her she had a lot to think about before getting imprisoned underground by Chrysalis and receiving her scar from Scar. And that was before learning that she was right to be suspicious of Queen Chrysalis all along. If Twilight wasn’t so forgiving she’d be smiling and happy to see her as she predicted...

…or so she thinks unaware that Twilight’s demeanor has drastically changed since that faithful day.

When she got her letter, she frowned and was not frantic in gathering all of her supplies together to make sure she is fully prepared for whatever she plans to test her on since that is the reason for summoning her to Canterlot. The rest of the Guard along with Karabi and Lite are planning on accompanying her to Canterlot. But it’s perfectly clear to them it’s out of necessity for the sake of whatever trouble is brewing nearby. So all they could do was watch Twilight gather everything together silently.

“Okay, okay, okay.” Twilight said to herself while trying to get her thoughts together with focused eyes. “Where are all my quills?” She used her magic to pull a few quills from her desk before sending them flying into a bag Spike had ready for her before looking through her books. “No, no, no, no, no...! I need the Magical Compendium volumes 1 through 36! Where is it?!”

She quickly pulled books from her shelf until she finally came across a giant one buried deep in the top bookshelf before carefully placing it down on the ground.

“Flash cards! I should make some flash cards.” She then remembered before pulling out a whole nearby drawer of them before turning to the baby dragon ready for her to hand them to her. “Spike, I'm gonna need you to quiz me. On everything. Everything I've ever learned. Ever.” She emphasized before placing them in front of him. But then she thought while rubbing her chin with her left hoof. “That isn't going to be enough cards.”

Just when Twilight moved to get more flash cards, Bunga couldn’t help but comment to the others. “Geez, what’s her deal? It’s just a test.”

Unfortunately for him, Twilight overheard that which triggered her anger when black smoke emitted from her scar again which got Spike suddenly worried knowing how Twilight will react to that.

“Just a test?” She responded in an ominous tone of anger.

“Uh oh.” Spike said while the brave honey badger is now rather frightened for once when he is suddenly face to face with the unicorn.

“Just a test!?” She shouted in his face to which prompted the honey badger to back away from the advancing mare. “Princess Celestia wants to give me some kind of exam, and you're trying to tell me to calm down because it's just a test?!”

“You might need these.” Spike quickly put on a helmet on his head along with pillows around his body while doing the same for Bunga.

“Uh... yes.” Bunga honestly answered feeling it was best than attempt to lie to her and make things worse for himself.

Twilight activated the aura around her horn with a stressed expression with black tints of magic coming from her scar again while the eye twitched from the twinge of pain it produced.

“I'd say she's handling things pretty well, considerin'.” Applejack whispered a comment to Rarity seconds before…

“Urgh!” Twilight groaned while exploding in anger with a spell that shot the library up a thousand feet into the air before it plopped back down to its roots.

Once Twilight obtained everything she needs, she led the way to the Friendship Express en route to Canterlot while Bunga is still shaken from her earlier outburst.

“Are you okay, Bunga?” Kion asked him out the unicorn’s earshot.

“A little shaken, but not stirred.” Bunga answered while brushing his fur. “On the bright side at least Twilight said something to me.”

“But that wasn’t the best approach.” Kyoga quietly chided.

“But how was I supposed to know she would flip out over something like that?” Bunga said in his defense. “Because it is just a….”

Spike quickly covered his mouth before he could finish to avoid Twilight going berserk again and risking blowing their train ride. “Please don’t.” Spike shook his head with a claw still on his mouth. “I’m lucky she is willing to talk me even after what happened so please don’t give her reason to drag me back into this.”

“But why would she be willing to talk to you even after what happened?” Bunga asked trying to figure how he got lucky.

“Probably because he was there for her when she needed it and felt if he left with the girls he too would have been singled out and given the cold shoulder.” Karabi figured before her brother had a more pressing question for the team.

“But what I don’t understand from all of this is, is why? Why did you all leave her alone like that?”

“Well she was running around claiming that the Cadance we saw was evil and acting like an immature filly from a daycare when she made her case.” Applejack defended. “So we felt she needed time to herself to see that she was wrong. Or at least we thought.”

“And yet you led everyone away from her.” Lite said unimpressed with her excuse.

“Yes.” She admitted in shame while lowering her head. “And to tell ya the truth I honestly don’t know why I did.”

“But we were there with Simba.” Bunga pointed out. “We stuck behind and comforted her. So why is she giving us the cold shoulder?”

“Because even so we still left her alone feeling that she was wrong about her accusations.” Kion answered with regret. “But it turned out she was right. Twilight was right to accuse her all along.”

“And none of us believed her.” Fluttershy sniffed a little with her ears lowered.

“And now the poor darling is left scarred because of our mistake.” Rarity added while draping her hoof around the remorseful Pegasus.

“And it sure is really and literally bugging her.” Spike noted upon getting another look at the mark on her face while she is currently going through her notes. “Ever since Scar clawed her she’s been acting like a completely different mare. She’s become more cold and detached, she’s been more quieter than usual and not in the good way, she’s never smiled not even once, and she doesn’t even go to bed until late in the night.”

“But doesn’t she always go to bed late at night?” Ono brought up.

“When she is usually reading a book she really likes.” Spike clarified. “But that’s not the case as of recently.”

“Oh, right.”

“Yeah, and it’s really worrying me.” Spike added while casting a matching look at the mare he looks up to as a mother.

“It’ll be okay, Spike.” Beshte reassured. “She just needs more time to cool down.”

“Hopefully an opportunity to be able to make it up to her will come along the way.” Rainbow hoped when their train arrived at the station allowing them to board it so they can all make their way to the Canterlot Castle.

“Better hope so.” Karabi sternly repeated to let them know that Twilight doesn’t seem to be accepting it anytime soon.

While everyone boards the train, Scar himself secretly watches from out of sight at the top of the building in front of the train platform with a devious smirk that says otherwise.

At the Canterlot throne room, both Princess Celestia and Princess Luna along with King Simba and Queen Nala are both gazing upon a newly created stain glass window depicting Shining Armor and Princess Cadance combining their love along with Kion using the Roar with the Pony Guard, Princess Luna, and Kyoga all working their magic to drive Scar, Chrysalis, and all of the accompanying changelings and lions away.

“Are you sure you don't want me or Simba to go as well?” The dark blue furred alicorn asked her sister.

“Yes. Princess Cadance and Shining Armor are already there. The others will be joining them soon.” Celestia answered with a nod of her head.

“I know you say you know what you are doing here...” Simba acknowledged yet voiced his disagreements with her plan for her student. “…But I’m not sure I feel comfortable standing idly by while placing the fate of the Crystal Empire in the Lion and Pony Guard’s hooves after what happened back at the wedding.”

“Indeed.” Luna agreed. “We barely managed to defeat Scar and his followers not too long ago just after learning of his return. And for all we know King Sombra could be giving them just as much a hard time that he might threaten the Empire’s powerful magic. It cannot fall again, my sister.”

“She will succeed at her task. And when she does, we'll know that she is that much closer to being ready.” The white alicorn assured both Simba and Luna. “And I know she will pull this off.”

“I hope you’re right.” Simba relented. “Otherwise we better be prepared to deal with him ourselves because we already have more than enough on our plates after Scar defeated us.”

“I know.” She acknowledged. “With all that has happened recently, some of the crowd has been greatly questioning our leadership and whether our kingdoms are better off separate or together. I hardly allowed myself time to see and talk to Twilight since the wedding. I hope she’s okay.”

“I don’t know.” Nala said breaking her silence voicing that it might be tough. “Because from what I heard from Kion, Twilight hasn’t been very cheerful since the wedding.”

“Really?” She asked rather surprised.

“Yes.” Simba nodded with a sigh. “She still hasn’t forgiven my son and his friends for what happened back then.”

“Right.” Celestia said while recalling the heartbreaking memory for the unicorn that left her scarred.

“It’s amazing that a warm and friendly mare can turn cold and emotionless after getting the cold shoulder from someone she’d least expect it from.” Luna remarked with a frown in her sister’s direction.

“I didn’t mean to hurt her.” Celestia insisted with regret. “I thought she needed time to think about her actions instead of giving her much needed comfort I should have gave her.”

“Well you’re lucky Twilight is a very forgiving mare because if she wasn’t it’d be Nightmare Moon all over again.” Luna returned without a change of expression while softening up a bit upon seeing that Celestia is truly sorry for what she did.

“I know. And I will assure you my sister, I won’t make this my third biggest mistake.” The white alicorn vowed.

“Ahem.” Twilight cleared her throat with a stoic expression with Kion standing alongside her to get their attention.

“Looks like now’s your chance to make it right.” Nala said to the tall alicorn before excusing herself along with Luna. “Good luck.”

“Trust me, little sister.” Celestia quietly whispered in her sister’s direction before turning her full attention to the leaders of the Guard approaching them. More specifically Twilight with her new scar over her left eye with a slightly agape expression while Simba once again has a chill running down his spine upon seeing Twilight like this.

“You wanted to see us? To give me a test?” Twilight calmly asked while levitating a blank parchment paper and a quill pen.

After a moment of silence from seeing the scar the villainous lion left on her student’s face Celestia spoke up of what she had in mind for them.

“Yes. But a different kind of test than you probably would have been expecting. The Crystal Empire has returned.”

“The Crystal Empire?” Twilight asked while raising an eyebrow.

“That’s sure is unexpected.” Kion replied just as confused as Twilight. “How can she be expected to do well on a test on something she has little knowledge over?”

“That’s because few remember it ever existed at all. Even my knowledge of the Empire is limited.” The sun monarch explained while turning to a crystal stone under a glass casing from across the room and levitated towards them. “But what I do know is that it contains a powerful magic.” She then focused her magic on it which turned into an expanding map of the empire itself with a tall crystal castle structure appearing in the center with many ponies happily conversing amongst one and another.

“One thousand years ago, King Sombra, a unicorn whose heart was black as night, took over the Crystal Empire.” She began explaining when the terrain turns into a barren desert surrounded by dark crystal stone mountains. On top of the castle was replaced by the head of a unicorn.

One with a dark gray coat of fur, a flowing black mane and tail, a red horn with a matching cape, and red eyes surrounded by green and purple colored pupils. Both Kion and Twilight saw the burning fire from within his eyes when black and purple magic steam from his eyes. To Kion, it was the similar steam that came from Twilight’s scar. The flashback focused on him standing over the balcony surrounding by purple flames while overseeing the empire’s citizens with many sad ponies lined up single filed in chains.

“He was ultimately overthrown, turned to shadow, and banished to the ice of the arctic north.” Celestia explained with the memory of her and Luna casting a spell on him when defeating him.

While Kion watches on in stunned shock while Twilight stoically looks on with full attention and taking notes as she listens to every word the princess says.

“But not before he was able to put a curse upon the Empire. A curse that caused it to vanish into thin air.” She continued while using her magic to make the map disappear before casting bright magic on the crystal which reflected a bright and beautiful rainbow. “If the Empire is filled with hope and love, those things are reflected across all of Equestria. If hatred and fear take hold...” She then said with an expression of seriousness before her normally gold colored aura turns into one mixed of purple and black similar to the magic from Sombra was using.

When she performed this magic her eyes glowed green which startled the lion prince when it created black crystals that surrounded him and his unfazed unicorn friend until the princess quickly used her normal magic to destroy them.

“Which is why I need your help finding a way to protect it.” She then finished while Simba shudders at the sight of seeing this dark magic since to him, King Sombra represents a unicorn version of Scar since the empire’s previous state mirrored the Pride Lands when Scar was king minus the slavery.

“You want me to help protect an entire empire?” Twilight immediately figured what her actual test is to which the princess confirmed with a nod.

“It is, as I said, a different kind of test. But one I'm certain you will pass.” Celestia remained her certain in her faithful student’s abilities while levitating the crystal back in its glass case on the pedestal.

“How do we begin?” Kion asked.

“By joining Princess Cadance and Shining Armor in the Crystal Empire.” Celestia answered.

“Shining Armor is there?” Twilight asked while looking aside uninterested at the mention of her brother’s name to which the others shifted eyes amongst each other in surprise at her blank response.

“He is.” She answered while shaking off her shock before approaching both Twilight and Kion. “And your Ponyville friends along with the rest of the Guard will join you there as well. I have every confidence you will succeed. And when you do, I'll know you are ready to move on to the next level of your studies.”

“Okay.” Twilight quietly replied before turning to leave. “Come on, Kion. Let’s go.”

“And Twilight…” Celestia added with the hope she’ll stop for one more word to which she does but with her back still turned away from her. “…I know the last time we saw each other wasn’t the kindest words I’ve ever said to you. But I just want to let you know that it was wrong for me to turn my back on you like that and that you are still my most faithful student and I’m sorry.”

Twilight just listened and pondered before responding. “Thanks. I’m sure everything who was there would want me forgive you…”

Celestia reached her wing out ready to hug her with the high hope she’ll accept her apology when she takes a sharp deep breath…

…and continues walking forward instead. “…Someday I hope I can.”

Celestia’s ears just dropped along with her billowing mane and tail upon her cold refusal to acknowledge it. She was silently speechless and stunned to see that the emotional damage was already done and that her apology came a little too late. And that really broke her heart inside with a lone tear falling her from her face.

Both Simba and Kion were both left equally shocked seeing this emotionless side from Twilight with the latter looking down with deep regret feeling even more of a failure as a leader. Even Luna and Nala were both speechless and visibly saddened by what Twilight had said as she makes her way out of the castle without even acknowledging anyone.

The mare everyone know and loved was just devoid and empty inside and it is like she doesn’t value friendship anymore and it was very heartbreaking to see.

“What have we done?” Kion spoke up feeling devastated with Twilight’s current emotional state. “Why didn’t we listen to her?”

“It’ll be okay, Kion.” His father assured with an affectionate nose brush. “She just still needs a little more time to take it in.”

“Let’s hope so.” Kion said while still downcast with the three meeting up with Luna and Nala before guiding the Lion Guard’s Fiercest out of the room.

“You better get going.” Celestia quietly and quickly urged him before shutting the doors after him.

Once the doors were closed Celestia flew off to her chambers so no pony would see her vulnerable from the painful feeling that she might have just lost her most faithful student. All because she didn’t take the time to hear her out and didn’t take the necessary precautions in preventing this from happening.

While Simba, Nala, and Princess Luna all rush after her to comfort her, Scar secretly watches from the hidden corridor, pleased to see the results.

“Too bad my mother couldn’t handle it all.” Scar secretly commented to himself with his satisfied smile fading into a solemn expression while recalling the memory of her funeral.

The one member of his family that was still by his side even after everyone else walked out on him still loved him and had his back no matter what. Even after denouncing friendship she was the only friend he could open up and talk to as someone he can trust and look up to. But now as a result of what happened, she was now gone.

Scar had no one else to turn to after that. From there he was on his own and one of the many factors in his decision to becoming the lion he is today.

Back outside, Spike who was sitting by the steps to the door saw both Twilight and Kion emerge from inside.

“Ah! Twilight! That was fast! Let me guess, you got a perfect score?” Spike asked who didn’t respond while quickly walking off ahead. “A-minus? B-plus?” He further guessed to the unresponsive mare. “Twilight, did you...fail?” He then gasped and hoped but that didn’t even get a word from Twilight who still pressed forward back to the train station. “Kion?” He turned to the solemn lion prince. “What’s going on? What happened?”

“Not much other than said test involves protecting an empire.” Kion just answered while still feeling down. “And in regards to our friendship with Twilight, We failed.”

Spike could only feel pity upon realizing that Twilight’s reunion with Celestia along with her attempted apology did not go well and essentially was told that Twilight will be done with her mentor after all of this.

“She was prepared to do her best

Thought she could handle any test

For she can do so many tricks

But I wasn't prepared for this.”

Kion sang before following after his best friend who kindly levitates a teapot and cup for a couple having tea on one of the outside tables from the nearby café.

“Levitation would have been a breeze

Facts and figures she can recite with ease.”

“The square root of five hundred and forty-six is twenty-three point three six six six four two eight nine one zero nine.” Twilight said off of the top of her head without even looking inside the classroom while the professor writes it down on his chalkboard.

“She is correct!”

“She could ace a quiz on friendship's bliss

But I wasn't prepared for this

Will I fail, or will I pass?

I can't be sure...”

Kion then sang while he and Spike both watch Twilight gaze upon the terrain at the edge of Canterlot with the town along with Ponyville and the portal that leads directly to Pride Rock on the far horizon.

“He can't be sure...”

Spike sang while he and Kion follow after the unicorn running off ahead and performing quick teleportation on each Lilli pad from the nearby pond with grace.

“Her mind is sharp, her skills intact

“Her heart should be pure...”

“Her heart is pure...”

Spike sang to assure that the Twilight they know and love is still there.

“Oh, I've taken my share of licks

I've made it through the thin and thick

But no I wasn't…”

Kion sang while continuing to follow Twilight with Spike still following after them.

“Oh no, he wasn't.”

“Oh no, I wasn't

“Oh no, he wasn't

“No I wasn't.”

The two traded before finishing the last verse together.

“Prepared... for this!”

By then, Twilight was already at back at the train station waiting for their ride when the rest of the Guard shows up not that Twilight even cares to even talk to them unless the situation calls for it.

“Twilight! Uh, did you pass?” Applejack hesitatingly asked the unicorn still not directly looking at her.

“You didn’t fail did you?” Ono hopefully asked.

“Are we gonna celebrate your awesomeness with Princess Celestia?” Pinkie also asked while leaping up at the same time her party cannon goes off along with Bunga.

“We're going to the Crystal Empire!” Twilight simply and seriously responded facing the oncoming train arriving at the station to which Pinkie and Bunga quickly reversed their previous actions to before the party cannon went off like they can press the rewind button in an episode. “There’s our ride, let’s go!” She added while walking in the train first leaving everyone confused while turning to both Kion and Spike for clarification.

“It means that Twilight’s test involves saving an empire.” Spike answered.

“Huh?” Everyone all questioned in confusion.

“Lion Guard! Pony Guard!” Twilight sharply called out to them. “If you care so much about saving lives then let’s go! Get in the train!”

Everyone all quickly rushed inside without protesting and once everyone was all settled the train set out in the Crystal Empire’s direction in the north. Their train went far towards the most northern borders of Equestria up until it had reached the train station at the end of the tracks. The place itself was surrounded by a blizzard of snow brewing across the area. And equally cold out to match the accompanying breeze on top of being one of the coldest places in Equestria.

“Brr! It’s cold out here!” Bunga shivered. “How did we manage to stay warm when we went take the gorillas back home?”

“Probably because we all have fur…” Ono answered before remembering Beshte is walking right beside him. “…along with those who are warm-blooded.” The breezy cold winds were so strong that Ono flew backwards into Rarity who had on a warm cozy pink scarf. “Whoa! Good catch!”

“Aw, thanks.” Rarity giggled before smugly facing the rest of the group. “And you all made fun of me for packing so many scarves.”

“I didn’t say a word.” Beshte protested while carrying her luggage.

“Yeah, me too.” Spike added while dragging a suitcase to help out his crush.

Just when everyone heads out of the train with Twilight looking around their surroundings along with everyone else they hear another voice call out for her while approaching them through the blizzard.

“Twilight!”

“Shining Armor?” Twilight turned to the direction of the stallion’s voice that belongs to none other than her brother Shining Armor wearing a black scarf with a matching pair of snow goggles. “Oh, great.” She muttered to herself with gritted teeth in agitation combined with her scar bugging her upon seeing him because of his last words to her before the whole attempted invasion fell through.

Not only that, he had spent the following month having to calm the citizens of both realms following the near successful invasion. All while Twilight was hospitalized from the mark Scar inflicted on her. They have never spoken to each other nor did he get the chance to apologize for the way he treated her back at the wedding rehearsal.

“Twily! You made it!” He happily greeted the mare while taking his goggles off while showing visible surprise upon seeing her new scar for the first time along with the bitter scowl from his little sister’s face.

“We'd better get moving.” Twilight coldly returned before moving ahead.

“Um, right…” Shining agreed albeit still taken aback by her little sister just moving ahead waiting for which way to go without even acknowledging him fully. “Come on.” He repeated to the others standing behind who all left at a loss for words seeing that the sibling reunion didn’t go any better either. “There are things out here we really don't want to run into after dark.”

“What kind of things?” Fluttershy asked in a scared whisper.

“Let's just say the Empire... isn't the only thing that's returned.” He could only say before going ahead to lead everyone in the empire’s direction.

“Oh no.” Fuli could only voice in a whisper and a knowing look on her face with what they are facing is only beginning before they all followed after the colt leading the way back to the empire through the blizzard.

“Something keeps trying to get in! Even with my magic to helping to rebel it from getting in the empire! We think it's the unicorn king who originally cursed the place.“ Shining Armor explained while shouting due to the very strong winds the blizzard produced.

“But Princess Celestia said we were being sent here to find a way to protect the Empire! If King Sombra can't get in, then it must already be protected.” Kion shouted back and deduced just when they heard a howl from nearby.

“Hapana!” Ono gasped in fright along with Fluttershy.

“Th-That's one of the things, isn't it?” Fluttershy also stammered.

“We have to get to the Crystal Empire! Now!” Shining Armor quickly barked at everyone who quickly did so just when they see a black shadow accompanied with a tornado and a pair of ominous green eyes with sickly red pupils and an equally sickly purple magic emitting from his eyes.

Spike was left frozen in fear with his legs trembling in fright along with Bunga’s before being quickly grabbed and tossed ahead so they can start running ahead while dropping the luggage the former was carrying.

King Sombra’s shadow growled at the retreating party with Twilight and Kion leading the way.

“Go, go!” Kion shouted to everyone while Twilight quickly nudges Spike up and plops him on her back.

“Almost there.” Shining Armor told the group nearing the protection barrier surrounding the empire before quickly stopping and turning around so he can face off against the looming shadow to buy her sister and her friends some time to which Kion quickly took notice and stopped upon seeing this.

Shining Armor quickly shot several beams of magic right at Sombra’s shadow who quickly dodged the attacks before preparing to advance on him. The unicorn was ready to take on whatever this evil unicorn had in mind to retaliate with when it advanced on him. But just when the shadowy spirit was about to attack while Shining braced for the impact, Kion quickly leapt forward in front of him and unleashed the Roar of the Elders on him.

The unicorn king growled upon being forced back by the lion cub’s roar while trying to advance on the two princes.

Shining Armor was rather surprised and amazed with the bravery the Lion Guard’s Fiercest was showing. And what really impressed him inside was that he was willing to sacrifice himself to save him.

Even though Kion’s Roar was powerful to force him back, the unicorn king’s spirit was powerful enough on his to still manage an attack on him that sent him and Shining backwards before being forced back himself.

While this was going on, Twilight and the others were able to run through the magical barrier. And once everyone managed to make it inside safe territory, they all stopped running so they all can catch their breath.

“Is everypony okay?” Twilight being the first to recover asked everyone who all answered “yes.” In agreement whilst gasping for breath just when both Kion and Shining Armor are both flung inside the barrier and skidded across the ground until they came to a complete stop.

“Kion!” Fuli reacted with sudden worry and alarm before she and Kyoga quickly rush over to help him up.

“Are you okay?” Kyoga asked.

“Yeah.” He answered before managing to stand up on his own. “Just a little…” Kion started coughing a little while covering his paw. “Just a little…” He coughed a little harder “…coughing a few throat bugs is all.”

Kyoga quickly suspecting Sombra did something to him examined the young prince with her magic from her right paw and found some dark black crystals stuck in his throat.

“More like a few dark magic infested crystals.” Kyoga analyzed. “You must have contradicted them when you forced that shadow king away with the Roar.”

“But…” Kion tried to insist through pained coughs. “…I’m…fine…”

“Easy Kion.” Fuli gently urged him to stop before he hurts himself any further. “Just refrain from talking too much.” She then turned to the honey badger and egret. “Bunga! Ono! Fetch Kion water!”

“Affirmative!”

“On it!”

They both complied while rushing ahead without hesitation while Twilight turned to Shining Armor who also had dark crystals on his horn.

“Are you all right?” Twilight asked.

“Well….” He said while trying to cast a simple spell with his horn only to produce nothing but small weak sparks. “…other than the fact I can’t use my magic anymore to help keep the protection spell going, I’m okay.” He then demonstrated while getting up to his hooves.

“Good.” Twilight quickly turned away harshly before walking off ahead straight towards the castle where she’ll expect to see her favorite foal-sitter Princess Cadance while the others especially her brother could only watch on while the mare doesn’t turn back nor show empathy in return while briefly rubbing her scarred eye in pain before pressing forward.

“So much for a heartwarming reunion.” Shining Armor sighed while leading the others to the castle behind his now distant sister. “And it’s all because I ended up saying would I never should have said to her.”

“You’re not alone.” Applejack commented. “Because we all are to blame for what happened to her.”

“Can’t really blame her.” Kyoga spoke from personal experience. “You all along with the princess broke her heart and left her vulnerable for both Scar and Chrysalis to take advantage of it.”

“And how is this helping again?” Rainbow asked still offended she along with her siblings are still bringing this up.

“Oh, I don’t know…” Kyoga sarcastically responded. “…the cold and emotionless exterior, the fact she doesn’t want to have anything to do with you all, and of course the scar on her face.”

“But come on….” Rainbow protested feeling that she is laying it too hard on them. “…haven’t we suffered enough? We all said we were sorry to her.”

“Clearly not enough since to her a simple apology isn’t good enough.” Kyoga replied unconvinced. “Clearly you all are going to have to do more to prove it because from the looks of it she doesn’t want to have anything to do with you all.”

“But…” Rainbow tried to protest when Twilight calls out to everyone.

“Girls! We need to be getting to the castle right about now so pick it up and don’t admire at the scenery!” She barked at the rest of the Guard while eyeing Rarity specifically who quickly pressed forward and averted her gaze from the wonderful land in front of them.

“We’ll deal with this later…” Kyoga finished before quickly joining Twilight while they all make their way to the crystal castle.

They all quickly made their way to the throne room where they meet up with the alicorn princess sitting on her throne and she is not looking good. She had bags under her eyes and was constantly working her magic as if she had been doing this for days now.

“Cadance!” Twilight happily greeted upon seeing her being the first to arrive.

“Twilight!” Cadance happily returned while getting up from her throne and trotted up to her at the same time Twilight does the same. And together they did their signature greeting together.

“Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!“

The two giggled just when the others arrive inside the castle to witness the girls happily greet each other like friends. By then, both Bunga and Ono have gathered plenty of water for Kion to drink to ease his coughing from the dark crystals in his throat.

“One of these days we need to get together when the fate of Equestria isn't hanging in the balance.” Cadance then said while nearly having the aura around her horn go off at the same time.

“Are you okay?” Twilight gently asked in worry for her upon seeing the baggage under her eyes.

“Cadance has been able to use her magic to spread love and light.” Her brother explained while walking up to her side to which re-triggered her stern expression upon seeing him again. “That seems to be what is protecting it. But she hasn't slept, barely eats. I want to help her, but my protection spell has been countered by King Sombra.”

“It's alright Shining Armor, I'm fine.” Cadance attempted to assure her husband while breathing deeply, but he wasn’t convinced when she stumbled on her footing a little.

“She's not fine. She can't go on like this forever, and if her magic were to fade... Well, you saw what's out there waiting for that to happen.”

“Trouble.” Fuli said with a pained expression knowing that this is really bad for them.

“Big trouble.” Ono repeated with the same pained expression.

“That's why we're here.” Kion firmly declared on behalf of the team in between coughs while sipping his water.

“Why we're all here.” Applejack pointed out with the others nodding in agreement.

“Well, with Cadance putting all her strength into keeping her spell going, and me trying to keep an eye on signs of trouble in the arctic, we haven't been able to gather much information from the Crystal Ponies.” Shining Armor explained to everyone.

“Crystal Ponies?! Hahaha, there are Crystal Ponies?!” Rarity gushed with her hooves on her cheeks and tugging her mane before quickly stopping herself upon seeing everyone eyeing her weirdly. Um, ahem. Please continue.”

“Yes, please before we find something even more dramatic like a fashion crisis.” Kyoga remarked. “Such as my crystal cutie being a little too cheeky.”

The Guard minus Twilight had to resist the urge to snicker least they want to get the stink eye from the unicorn leader of the Guard for joking around during a crisis.

“But we have to believe one of them knows how we can protect the Empire without having to use Cadance's magic.” Shining Armor further explained while Twilight was quick with a plan in mind.

“Well I can propose one way.” Twilight brought up while gesturing to Kyoga, Karabi, and Lite. “Kyoga along with her brother and sister can help provide their magic into helping keep her protection spell up and running and give Cadance some time to relax and breathe for a little while.”

“You girls are really up for that?” Cadance asked with a hopeful smile.

“Sounds good to me.” Kyoga didn’t protest with it before turning to both her siblings. “You both up to lend some extra magic?”

“I’m game.”

“Me too.”

Both siblings agreed while they were quick and join their sister in taking control of the protection spell Cadance has going with whatever magic Shining Armor put into it.

“In the meantime…” Twilight then continued still seriously. “…we will try to gather whatever information from the Crystal Ponies and deliver it to you. Hopefully, there is something that will ensure neither Cadance, nor Kyoga, or Karabi, and Lite will have to be relied on to keep the Crystal Empire protected alone.”

“Oh, thank you so much, Twily.” Shining Armor moved in to hug her sister only for her to quickly teleport away before he could hug her.

“Just keep in mind, I’m only doing it for one of the only friends in this room and for the Crystal Empire.” Twilight coldly clarified that this changes nothing before turning away and heading out. “Everyone else, let’s move.” She told them without even looking at them before leaving the room.

“Better get going.” Cadance could only say to the saddened group before allowing the trio of siblings to take control of the magic protection spell shield. “Not you.” Cadance quickly said to Kion before he could run off much to his confusion with a look of protest. “Please? Your throat needs to heal.”

Kion didn’t like having to sit by but knowing that hurting himself further along with Twilight’s former foalsitter would further upset his best friend he relented and obeyed her wish.

Once their magic was up and running, the pink alicorn princess dropped to her knees and passed out with both Kion and Shining Armor there to catch her before she hit her head on the ground. They would then carry her to throne before Shining Armor ran off to fetch a pillow for his wife to rest on along with food for her to eat. All Kion could do now was hope that Twilight knew what she was doing and that she’ll come around to forgive them soon enough while resting alongside her favorite foalsitter.

Elsewhere, the group has split up to cover more ground faster. Even with three lions capable of magic to match one alicorn’s power, time is still at the essence here.

Twilight allowed Spike to accompany him while she does her part in asking ponies questions starting with one with a grayish-blue coat of fur, matching blue eyes, a dulling shade of purple mane and tail, and a brown autumn leaf cutie mark.

“Are you sure? Absolutely sure?” She asked.

“I'm sorry. I wish I could help you. But I... can't seem to remember anything before King Sombra came to power.” She apologized before wincing from a vision of the unicorn himself. “And I don't want to remember anything about the time he ruled over us.” She then shuddered at the thought.

“King Sombra's spell must be why their coats aren't... crystally.” Twilight whispered to Spike while massaging her scarred eye when it started to bug her again.

“Have we really been gone a thousand years?” The pony inquired.

“Yes.”

“It feels like it was just yesterday.” She returned with a tired and sadden expression.

Seeing that this is going to go nowhere, she decided it was best to politely leave her be and ask someone else who did have something useful to share.

“If you think of anything, even the smallest thing...”

“Of course.” She replied before turning back inside and closed the door after her.

“Well, that was a total bust.” Spike commented before walking down the steps.

“I wonder if the others are having better luck.” Twilight thought before moving on to the next pony in line.

But much like Twilight, the others failed to yield any useful results.

“A way to protect the Empire! You know anything about it or what?” Rainbow asked her trying a more direct approach.

“I wish I could help you. Really.” The mare responded with an equally depressed and defeated tone of voice.

“Come on! You sure you don’t know something!” Fuli tried press something out of her.

“But... I don't have any information.” The mare insisted before walking off with both Guard members face-palming themselves at the unhelpfulness they were just shown.

“Oh, um. Excuse me! Oh! Hello! Umm, I was just wondering.” Fluttershy futilely tried to speak with one passing by until Ono intercepted her.

“Sorry. Excuse me. But we’re looking for information on the Crystal Empire and a way to protect it.” He tried to ask her. “Does that make sense?”

The mare simply walked off ahead to make it clear that she does know anything about the empire too along with the many ponies passing by them .

“Hello?” Ono spoke with a slightly louder volume before flying in another pony’s face. “A way to protect the Crystal Empire? Know anything?”

Ono groaned before flying off in a huff.

“Oh, oh, that's okay, um, you all look really busy.” Fluttershy then gently said to the ponies before pressing on.

Pinkie and Bunga both donned black ninja suits before settling out to do some spying to get the information they need.

“Time to gather some Intel!” Pinkie whispered to Bunga while donning her mask and night vision goggles.

“Let’s!“ Bunga agreed in a whisper while cracking his knuckles before they both set out to do so by eyeing two ponies looking on at the Crystal Empire Castle.

“It just feels like something is missing.” The mare commented to the stallion next to her.

“I know. It looks the same, but it doesn't feel the same.” The colt agreed when Pinkie and Bunga lift themselves down to their eye level.

“Because it isn't!” Pinkie whispered while peering her head face to face with them.

The two ponies startled by her and Bunga’s sudden appearance quickly ran away from them while their sudden spook had the two tumbling face-first into the ground.

“A spy? How did they know?” Pinkie wondered.

“I don’t know!” Bunga shrugged. “Must have noticed our night vision goggles.”

The two quickly put them on and immediately got distracted by the colors they got to see in them.

“Ooh! Night vision-y!”

“Cool!”

They commented before crashing into a light-post due to being unable to see through them.

And of course Rarity imagining herself with a crystal coat did little wonders to charming the crowd into giving her and Beshte any or whatever information they can share.

“Hm-hm-hmmm. And when you flip your mane, it simply must create a rainbow of color. Oh! Wouldn't I look just magnificent? So sparkly!” She said while the crowd backs away from her finding her fantasies very creepy. “Too much?” She asked Beshte.

“A little.” Beshte humbly and lightly answered before regrouping with the others in the center of town.

“We got nothing so far.” Rainbow spoke on behalf on herself and Fuli.

“Oh, me neither.” Rarity added while patting her curls at the same time Pinkie Pie and Bunga just happen to regroup with them while unzipping their Fluttershy and Ono costumes.

“What the…” Twilight said in surprise to see this before quickly teleporting away to avoid being touched by them.

“Our cover has been blown. We repeat, our cover has been blown!” Pinkie responded while looking around suspiciously along with Bunga.

“Anyone else have any better news than the two circus clowns.” Twilight asked the other’s while Fluttershy and Ono look at the wrinkled costumes of themselves with disturbed and creeped out expressions.

“Sorry, Twilight.” Applejack apologized. “These crystal ponies seem to have some kinda collective amnesia or somethin'. Only thing I was able to get out of 'em was somethin' about a library.”

“A library?” Twilight questioned with a raised eyebrow. “Well, why didn't you say so?!”

“Uh... thought I just did.” Applejack responded before Twilight rushed off ahead to lead everyone in that direction.

“Come on!” She shouted while everyone follows her without another word to the library.

Once they got there and opened the doors to the building, they were all greeted to a sight that makes Twilight’s eyes sparkle to her last name.

“Wow!” Twilight voiced her amazement with an excited grin.

“Good King Simba!” Ono exclaimed in amazement of all of the knowledge in this library when Twilight and the others are greeted by the librarian.

One with gray colored fur, yellow monocle glasses, gold mane accessories, and a dulling pink mane and tail.

“Ahem. May I help you?” The elderly mare asked.

“Yes. We're looking for a book.” Twilight replied. “A history book. Somethin' that might tell us how the Empire might've protected itself from danger back in the day.”

“Yes. Of course. History, history...” She processed this while scratching her chin. “Ah, yes.”

The Guard minus Twilight who settled for a small smile squeed until all they got was a blank response.

“Which is where, exactly?” Fuli asked with a raised eyebrow.

“I... I can't seem to remember. I'm not sure I actually work here.” She answered.

“Really? Just like every pony else. Shocker.” Fuli sarcastically quipped.

“Very well.” Twilight relented while still frowning. “We'll just take a look around. I'm sure we can find it on our own.”

“Let me know if you find anything.” The librarian returned before letting them get to it.

“I like her!”

“Me too!”

Pinkie and Bunga both exclaimed before they joined the others in searching the library.

They all searched the library high and low and through many books, yet so far have found nothing useful even though they have skimmed and looked through almost every nearby book. Not one book that had any information on the history of the Crystal Empire.

“Phew! That’s gotta be the most books I have ever read.” Ono remarked while wiping the sweat from his forehead.

“Boy am I beat!” Beshte added in agreement.

“Me too!” Bunga added.

“Bunga…” Fuli told him with an annoyed expression. “You only read one book.”

“Reading is just tough…” He attempted to justify albeit weakly. “…I just can’t keep up with the bookworms.”

“Uh, anyone else startin' to think this is a lost cause?” Applejack asked everyone about ready to throw in the towel.

“Yep.” Bunga was quick to answer much to Fuli’s dismay even though it’s about true but Twilight herself wasn’t giving up since she amassed a pile of books with her magic more than the rest of the Guard combined.

“No, no, no, no, no...” Twilight calmly uttered with each levitated book coming her way until… “Yes!” She smiled upon pulling the titled book. “"History of the Crystal Empire". I hope it has the answers we need.” She added while starting to read from the book before quickly rushing back to the throne room while dragging Spike with her.

Back there, Shining Armor is taking care of Cadance who is currently taking a quick nap while Kion is still drinking water while literally under Cadance’s wing.

“A 'Crystal Faire'. According to this book, it was established by their first queen and became their most important tradition. The Faire was held every year to "renew the spirit of love and unity in the empire so they could protect it from harm".” Twilight explained her findings before proposing another plan. “The Guard and I could put it together. Everything we need to know is in the book!”

“That sounds pretty promising.” Shining agreed liking what he is hearing while turning to his wife trying to rest with baggage still under her eyes. “I’ll make sure she is awake and ready by then.”

“Then we’ll get started right away.” Twilight agreed without even a smile before levitating the book away while heading out to quickly start the preparations. “C'mon, Spike, we've got a Crystal Faire to put together!”

The two then headed back towards the room where the others are waiting for their instructions from Twilight just ready to hear them out to what she has to say and wants them to do. Twilight for once smiles even if it was a small one before beginning the preparations with an encouraging tune.

“Princess Cadance needs our help

Her magic will not last forever

Nor will Kyoga, Karabi, and Lite’s

I think we can do it

But we need to work together

We have to get this right

Yes, we have to make them see

We can save the Crystal Ponies with their history.”

Twilight sang while levitating the book onto the table and starts handing out everyone their assignments starting with a picture of a pony jousting.

“It says that they liked jousting.”

“A very fitting way to have fun.”

Rainbow and Fuli sang while fitting themselves in armor similar to the crystal pony in the picture.

“They flew a flag of many hues.”

“With various colors taken into consideration.”

Rarity and Ono sang together while gathering together fabric to create a flag.

“Made sweets of crystal berries.”

“They very freshest of the fresh.”

Applejack and Bunga sang while tasting the berries they were picking along with tasting them or least in Bunga’s case eating a whole bushel of them.

“Mmm, crystally.”

“They had a petting zoo with tiny ewes.”

“So very cute if you ask me.”

Fluttershy and Beshte sang together while leading the animals in the picture of the book together with the former dancing on her hind legs with a gleeful and giddy expression.

“Oh, we have to get this right

Yes, we have to make them see

We can save the Crystal Ponies with their history.”

Everyone all sang together when Pinkie and Bunga both look at the next page of the book for something else they need.

“There was a crystal flugelhorn

That every pony liked to play.”

Pinkie and Bunga both sang together while they both tried out playing the instrument with Pinkie going first.

“My turn!” Bunga exclaimed when he took control of the flugelhorn.

Of course, neither of them were naturally gifted with talent when it comes to that instrument so they both naturally sucked to the point the others winced from the terrible sound they each produced.

“And the Crystal Kingdom anthem

Can you learn it in a day?”

Twilight sang while levitating the flugelhorn away from both Pinkie and Bunga before they finished the song together. All while Twilight liked what she was seeing while the others were equally pleased that their unicorn friend seems to start warming up to them again.

“Oh, we have to get this right

Yes, we have to make them see

We can save the Crystal Ponies with their history.”

“It looks amazing!” Twilight commented while admiring the scenery. “I don't know how I could've done this without you!”

“Well…” Fuli tried to teasingly remark only to be playfully nudged by Spike not to answer that while Twilight walks off ahead reading something in the book.

“Anyways, one last check to make sure everything is in place, and then the festivities can begin!”

“What's this thing for?” Applejack asked Twilight while pointing to the crystal blue colored heart shaped rock on a pedestal.

“The last page of the book mentioned a Crystal Heart as the faire's centerpiece, so I used my magic to cut one out of a crystal block.” Twilight explained.

“If you don’t mind me asking Twilight, but are you sure this will work?” Ono brought up while examining her handicraft.

“I think it will suffice.” Twilight took no offense to his question and remained certain. “It’s least something to lift their spirits.”

“Nice work, Twi.” Applejack complimented. “Think we're ready to get this faire up and runnin'.”

“I’d think we’re ready.” Twilight answered with a confident smile.

Once they had the preparation for the faire ready, Twilight got both Shining Armor and Cadance ready to make their introduction on the balcony.

When Twilight gives the signal, Pinkie and Bunga both each took deep breaths before blowing from their flugelhorn’s. It produced a very strange sound, but it still drew a crowd just when Twilight leads both Shining Armor and Princess Cadance onto the balcony with Kion, Kyoga, Karabi, and Lite following after them. At that point Cadance had a nice enough nap she lost some of the baggage under her eyes.

“Hear ye, hear–“ Twilight began before being interrupted by both Pinkie and Bunga still attempting to blow from their flugelhorns.

“Oops.”

“My bad.”

Pinkie and Bunga both sheepishly apologized upon the confused expressions from the others along with the stern and annoyed expression from Twilight when she levitates the instruments away from them to keep them from further interrupting things.

“Ahem. Hear ye, hear ye! Princess Cadance and Prince Shining Armor do cordially invite you to attend the Crystal Faire!” She announced to which everyone all gasped in excitement with their dull coats take on a more brighter shade of color before approaching where the fair is being held.

“Come on in, y'all. Got food and drinks thataway, games and crafts are thataway, Crystal Heart to the back near the Princess.” Applejack led every pony arriving at the fair to where all of their main activities are all the while some ponies were chattering upon the mention of the Crystal Heart.

As a matter of fact the Crystal Heart is the main attraction sparking every pony’s interest to which Rainbow Dash came across when having crystal corn-on-the-cob when two ponies were conversing with each other.

“Seeing all of this, I feel like I'm starting to remember. Remember things from before the king.” The crystal pony that Twilight questioned earlier said to the mare next to her.

“Me too.”

The two both gained their shiny coats when they both gasped with sparked awe.

“The Crystal Heart!” They both said in unison.

“Do you think they really have it?” The second crystal pony wondered to which Rainbow quickly flew over to confirm it.

“Of course we have it! Can't have a Crystal Faire without the Crystal Heart, right?”

“Of course you can't.” The librarian confirmed with a more upbeat tone while carrying balloons. “The whole purpose of the Crystal Faire is to lift the spirits of the Crystal Ponies, so the light within them can power the Crystal Heart, so that the Empire can be protected!” She gasped upon having her coat and mane rejuvenated. “I do work at the library!”

“Really?” Fuli asked having heard that while running by with a confused and heart-skipping reaction just when Applejack and Ono both join them wondering what she meant by that. “What's that about 'powering the heart'?”

“I just can't believe you found it. King Sombra said he'd hidden it away where we would never see it again! I only hope it will still be as powerful after all these years...!” She explained before finding something that quickly caught her attention. “Mm, funnel cake!”

“Wow! How nice! Thank you for telling us!” Fuli said with a fake smile before dropping it upon learning how much trouble they are in should they find out the truth about the heart Twilight constructed.

“Hapana!” Ono exclaimed before being whisked away by Rainbow Dash who quickly snags the flag from one the tall towers before using it as a tarp to quickly cover the fake Crystal Heart while nearly covering Twilight as a result.

“Care to explain?” Twilight demanded an answer.

“I think we may have a problem...” Rainbow answered nervously.

“Indeed.” Ono agreed just as nerve wracked before they all regrouped with Shining Armor, Cadance, Kion, Kyoga, Karabi, and Lite on the balcony so Twilight could reexamine the book again upon hearing their explanation for this.

“I didn't know it was an actual relic!” She exclaimed upon this discovery. “The book didn't mention anything about the Crystal Ponies powering the Heart!” She flipped over to the last page to which is revealed to have been torn off. “There was a page missing... How did I not notice?!”

“It's alright, Twilight.” Princess Cadance assured. “It could have happened to anyone.”

But no sooner than she said it the loud and ominous howl from King Sombra’s spirit who evilly grinned but increasing pressure with more harsh winds and ravaging snow which started to put a strain on the lion’s power when they all started to struggle maintain their control over their power. King Sombra is now moving in towards the Crystal Empire and it was not looking good for everyone.

“It’s time to take back what is rightfully mine.” Sombra cackled with an evil grin while looming over what he sees as his empire…

Author's Note

As you can tell, Season 3 kicks off with the aftermath of the wedding which unquestionably has inevitable consequences with what happened in the Season 2 finale.

Because of what happened, Simba and Celestia's leadership is questioned along with the fate of the bond between the two worlds whether

And to make matters worse, Twilight now has Scar's mark over her left eye, with her negative emotions coming out in full force. A kind and caring mare who came to value friendship became cold and detached giving those who had hurt her just recently the cold shoulder and silent treatment.

Similarity we have a flashback of Scar confronting the very lion and his companion that set off the chain of events that led to his Start of Darkness along with a franchise of events filled with pain and suffering towards everyone he's come across during his life along with some hints to how it all happened.

In regards to what happened to Scar that caused him to receive his scar and his desire to overthrow Mufusa in this version of this story, that'll will be explained later in this season so keep your eyes open for that until then.

With a friend now devoid of emotion and friendship in her heart with nothing but eyes of brewing fury, the Lion and Pony Guard are left with the burden of seeing the consequences of their mistake.

The only thing they can do is hope that Twilight will come around and forgive them along with her mentor and her brother while the recently emerged Crystal Empire is under attack by King Sombra along that Kyoga and her siblings have the magic and power to help Princess Cadance before darkness consumes her recently inherited empire.

Episode 10: The Return of Queen Chrysalis Part One

Episode 10:

The Return of Chrysalis Part One

On a nice night in Ponyville, the Cutie Mark Crusaders are out and about wearing safari outfits in another one of their attempts to gain their cutie marks. Not only that they also have the Lion Guard fan club bunch of friends joining them for the experience since they love adventure too who are all donning similar attire too.

On the Pride Landers part, it took some convincing on their part to get their parents into letting them go off of their own along with adding they have Lion and Pony Guard supervision with them the whole way, along with buttoning up their adorable baby eyes to get them to agree.

But knowing with how the kids have always managed steer away from trouble, the parents find they have nothing to worry about…

…or at least they think with a number of pairs of eyes lurking around the kid’s campsite.

“This was a great idea!” Apple Bloom happily shared with her fellow Crusaders just when a possum hanging from a nearby tree sniffs at her in a friendly manner before high-fiving Shakku who’s standing right beside him. “We can get our cutie marks as zoologists!”

“Zoo-what?” Both Scootaloo and Gumba questioned with the latter not understanding the term.

“Don’t you girls mean jungle adventurers?” Shakuu after getting done playing with the possum corrected.

“No. Zoologists!” Apple Bloom asserted while correcting him back.

“Besides…” Sweetie spoke up in agreement while reading a book about animals. “…Fluttershy’s backyard can’t be considered “the jungle.”.

“Well, it sure was nice of her to offer us a place for us to hang out and play together until it’s time to go to bed.” Kambuni said while admiring Angel eating her carrot.

“Hmm…” Sweetie Belle thought while reading an animal guide book.

“What you thinking, Sweetie Belle?” Kwato asked upon taking notice.

“Did you know that the study of ponies is called “Hippology”?” She brought up while she reads said page word for word.

“Huh?” Mtoto questioned clearly confused. “Does that mean we need to be studying Beshte and all of the other hippos to learn more about ponies?”

“Because I don’t think we look like hippos.” Scootaloo didn’t find that accurate

“Well…” Sweetie Belle began while gesturing a nearby hippo wearing Apple Bloom’s pretty pink bow on her forehead.

“Hey!” Apple Bloom exclaimed upon seeing Brunella along with Sweetie Belle, Scootaloo, Shakku, and Gumba all laughing at her expense thanks to Angel tipping her off.

Kwato and Kambuni both had to cover their mouths to avoid being caught snickering by the annoyed filly while Mtoto shakes his head while finding it admittedly funny before everyone moved forward to further explore Fluttershy’s animal sanctuary .

“So what should we do out here to try and earn our cutie marks?” Sweetie Belle asked the other Crusaders while eyeing a green eyed lion. “Lion taming? Oh! We could try being pet psychics!”

“Er…No!” Scootaloo immediately rejected the idea.

“And I highly doubt Kion and his father Simba would be so willing to help you girls out there.” Mtoto added in support. “Besides the only lion that would be willing to is Scar. But we all know he’s too dangerous to get within the same kingdom as him.”

“No kidding.” Kambuni shuddered along with the other kids upon getting a good look at the fire in the lion’s green eyes which happen to be similar to Scar’s. “Ooh that guy is scary.”

“I’ll say.” Scootaloo said before Apple Bloom decided their next course of action.

“Let’s split up!” She proposed. “We’ll take turns working with the different animals! I’m sure by the end of the night we’ll have our cutie marks!”

“Sounds good to me.” Kwato liked the idea.

Just then a bear comes riding on Scootaloo’s scooter while wearing a blue hat with a black striped and pink flower along with a matching colored tutu around his waist.

“What?!” Both Mtoto and Gumba exclaimed before bursting out into laughter at the sight of it.

“What’s so…” Gumba asked before seeing and laughing to the point he can’t stop himself from doing so. “Oh sweet Simba that is hilarious.”

“I don’t know. Hehe…” Kwato giggled before she and Apple Bloom spot a koala in front of them. “…I don’t think I have the necessary koalafications to work with you.”

She laughed at her own joke though the others didn’t follow suit in laughing with her.

“Sorry Kwato, but best you leave the jokes to me and Gumba okay.” Shauku gently said to the zebra shaking her head.

The one time she tries her hoof at puns and this is the reaction she gets out of it.

“Okay, okay…” She relented while smiling feeling pleased that they were kind enough not to harshly chide her for that.

“Hey…” Kambuni spoke up now feeling slightly frightened. “What’s going on here?”

“What do you mean…?” Mtoto asked before seeing what her ostrich friend along with the others are seeing… “…Huh?!”

A large group of animals ganging up on them with hypnotized colored green eyes like they are all their late night snack.

“What’s the group of animals with glowing eyes doing staring at us?” Sweetie Belle wondered while feeling very alarmed when they are suddenly surrounded by them.

“I don’t know…” Shaukku stammered while shaking. “…but from the looks of it, it doesn’t look like they’re here for a friendly visit…”

“NOOO!” Everyone all screamed once they are all attacked and subdued by their attackers.

Once they were all silenced and captured, one of the animals disguised as a lion unveiled his changeling disguise briefly before reporting to his superiors with a small set of stones to set up a communication spell. “We have them!” The changeling’s second-in-command reported.

“Excellent.” Scar responded rather satisfied with their success abduction.

“Well done, Phyrnax!” Chrysalis added in the same tone. “Now, bring them back to our hive!”

“We’re on our way!” Phyrnax obliged before re-adopting his disguise and ending the call so he can carry out his master’s orders.

The next morning, everyone is around and peacefully busy. Aside from some ponies shopping in the town market, Rainbow Dash was sleeping on a cloud just above Ponyville while her pet Tank is flying around town.

Bulk Biceps accidentally dropped a 100 pound weight on a pony’s head. Thankfully, the pony was okay just has his head stuck under the weight with a mare just outside a rose shop laughing at his expense.

Along with a banner calling for Mayor Mare’s upcoming re-election campaign, a green coated mare with a short gold mane, small black and gold lensed glasses, a heart-shaped cutie mark, and tail is seen walking around with hypnotized green eyes.

Ono having flown by and spotted this from up high and saw this a rather unsettling sight for sore eyes. “Huh? That’s strange!” He then flew towards the pony to check up on her. “Hi! Hello!” He tried to greet the blankly staring mare. “Earth to pony?! This is the Guard’s Keenest of Sight speaking!” She still didn’t say anything. “Okay.” He said before deciding to fly away while finding her strangely creepy.

Elsewhere at Sweet Apple Acres, Applejack is up bright and early along with Beshte ready for breakfast followed by another day at the farm together. Just when the cow girl gets the table and food all set up she sees her little sister walk by.

“Hey Buckaroo! How was the critter wrangling? Got your cutie mark yet?” Her big sister asked.

“No.” She blankly replied while not making eye contact with her which left her surprised by her response

“Everything okay?” Beshte asked while surprised by her emotionless tone. “Did it just no go well?”

“No.” She repeated.

“Err…” Applejack then thought. “…well, maybe you can try something else? She proposed. "Twilight and Ono says there’s a fancy comet flying ahead in a few days, we could set up a tent in the orchard. You can try your hooves at astronomy!”

But not even a new idea was enough to get her turning back to acknowledge her not express any emotion while making her way out the door. “…not interested.”

“Well…” Beshte then spoke rather speechless. “…that was surprising. I don’t think I’ve ever seen your little sister turn away an idea to earn her cutie mark.”

“It isn’t.” Applejack agreed while scratching her chin. “I wonder what’s got her so addled?”

Unbeknownst to them yet, Apple Bloom isn’t the only filly acting strange.

At Rarity’s boutique store, where the fashionista herself is at work with Kion swinging by to give her a helping paw, the unicorn’s little sister came passing by with the same blank expression. “Oh! Sweetie Belle! You’re looking… um...,” She briefly tried to say the right words upon getting a glimpse at her along with Kion. “…stoic this morning!”

“Fine. Bye.”

“What?” Kion blinked when the filly just trotted by without even stopping and turning back to him.

“Was I that odd when I was her age?” She wondered to herself. “I don’t think I was…”

“Huh?”

“Oh no, Kion…” Rarity quickly clarified. “…I was just thinking to myself outloud.”

“Clearly.” Kion paid no mind to that. “If you were very invested and passionate in fashion at a young age, I think it would be safe to say no.”

“Oh, thank you Kion, I’m glad I’m not the only one thinking so…” Rarity spoke rather pleased but then suddenly noticed… “…OH! THAT HAT OVER THERE NEEDS MORE FEATHERS STAT!”

“On it!” Kion quickly rushed over to make the necessary adjustments per the indigo maned unicorn’s request even though his concerns about her little sister hasn’t gone unnoticed.

Back outside in the center of town Fuli has just come across Rainbow Dash who had just awakened from her nap. At the same time Scootaloo came walking by with the same expression as the other Crusaders.

Upon seeing her, Rainbow was quick to greet her. “Hey, Scoots! Wanna help me work on that trick I was telling you about? I need someone to hold the stop watch!”

“No.” She said while walking right by the cheetah who was left rather stunned that just happened along with her speedy partner.

“No?” Rainbow spoke rather baffled by what she just said. “Who wouldn’t want to hang out with me? Me? But…I’m awesome…”

“Come on, Scootaloo…” Fuli attempted to intercept her and get through to her. “…this is your big sisters you’re talking too.”

“Not interested.” She stoically asserted while continuing to walk off ahead leaving both the Guard’s Fastest rather taken back by her refusal.

“What just happened?” Rainbow asked her partner.

“I don’t know.” Fuli replied before turning towards the direction of town. “But we’re going to find out because something’s got to be wrong here. Scootaloo would never pass down an opportunity to spend time with her big sisters like that.”

Sometime later they were able to make it back to town where they met up with Rarity, Kion, Applejack, and Beshte where they all express their concerns about the Cutie Mark Crusaders along with the Lion Guard fan club after their parents have noticed the same strange behavior the trio of fillies expressed this morning.

“…and she just left me!” Rainbow complained to her friends to which had Fuli groaning that she is going over the top here with Rarity glancing an annoyed expression in her direction.

“Oh no. What a nightmare.” Fuli deadpanned.

“Anyways…” Kion quickly said to get their conversation back on track. “I don’t know what’s going on but something seems different here. Just before I came over here I came across our fan club’s parents because they’re all concerned about their children.”

“About what?” Fuli asked.

“Apparently, the children came back to them with no emotion and looking really blank not even acknowledging them.”

“Really?” Applejack commented finding it a coincidence. “Because that’s exactly what the Crusaders have all expressed when we saw them this morning. Those three fillies are sure actin’ funny.”

“Along with everyone here.” Kion said while taking a good at everyone’s eyes which were all the same expressions and looks from what they saw the children just earlier. “Look!”

“Huh?” Beshte voiced rather confused at seeing everyone like this. “That is strange?”

“I know…” Applejack agreed before spotting Twilight walking by taking notice of the ponies looking like they are all in a deep trance. “…There’s Twilight. She’ll have some idea what’s goin’ on.”

Twilight wasted no time in telling everyone from what she’s been seeing. “Everypony is acting so strange today! I’ve been trying to plan a viewing celebration for the Secretariat Comet this week and I can’t get anyone to listen to me at all…”

“What was that?” Rainbow said while checking her hoof for wax acting like she didn’t listen.

“RAINBOW!” She shouted which greatly started the Pegasus before turning back to the Pony Guard leader. “Twilight, my sister and her crew are being peculiar as everypony else…something ain’t right…”

Just then Fluttershy, Ono, Pinkie, Bunga, and Kyoga came over towards the group.

“Have any of you seen Cheerilee?” Ono asked everyone looking very quizzical a their surroundings. “She didn’t show up for class today?”

“It was so strange.” Fluttershy added. “It’s not like her.”

“And the Cakes didn’t open up Sugarcube Corner this morning!” Bunga further added.

But Pinkie treated it as now big deal. “At first I thought maybe they were planning a party because Mr. Cake’s birthday is in 43 days and that’s just be starting in on ordering supplies…but when I asked about it, they just looked at me like I was crazy.”

“Like completely blank and devoid of emotion?” Kyoga asked while taking note of every pony’s expression.

“Yes just like that!” Pinkie answered with the tranced ponies slowly moving towards them.

“Uh…” Fluttershy nervously stammered. “…I think we should move this conversation to somewhere more…private?”

“Why?” Bunga asked not knowing they are advancing on them.

“Because they are ready to KILL US!” Kyoga shouted while quickly spreading a force field around them to force them all back.

Just then Thorax quickly arrives on the scene along with Karabi, Lite, and Kovu to quickly keep them at bay.

“Go! Go! While you still can!” Thorax shouted while reluctantly blasting away his own kind.

“Quick, everyone to the library!” Twilight shouted while leading the way back to Golden Oaks Library.

“That’s your solution to everything?” Rainbow asked rather annoyed before being yanked by the tail by the unicorn. “YEOW!”

“Get going already!” Karabi shouted after them while tackling a changeling about to attack her.

“Now!” Lite added while slapping away another changeling with her paws while using magic to assist Kovu in taking down another one.

“Hevi Kabisa!”

“Hapana!”

“Run for it!”

Kion, Ono, and Fuli all stated before they all quickly retreated and followed after Twilight, Fluttershy, and Rainbow Dash.

“Galloping there might be a good idea!” Pinkie screamed while being dragged away by Applejack and Rarity.

“Quick, everyone, more zombie-like ponies gaining!” Ono alerted everyone when they started advancing on them once more.

“Zombies!” Bunga screamed while quickly high-tailing it inside the library along with Twilight and Rainbow who arrived first.

One by one every quickly got inside the tree-house with Beshte the last one to enter before Twilight quickly placed up a force field to keep everyone out of the library. By then the others were quick to join them inside once they were forced well away from them long enough to buy everyone’s safety.

“What is wrong with everypony?” Pinkie screamed upon seeing the many ponies trying to break the windows while everyone ducks for cover along with catching their breath from having to do a long quick sprint here.

“I don’t know!” Ono exclaimed still catching his breath before realizing something. “And why do I feel like I have seen this before. Every pony acting strange acting like they’ve been replaced?!”

“Because they are not ponies!” Twilight stated seriously while thinking back to the moment she was banished underground by the changeling queen just after being abandoned. “They’re changelings!”

“Of course!” Kion realized. “The Royal Wedding!”

“Where Princess Cadance was replaced by a changeling!” Rarity added while covering her mouth in shock.

“The queen changeling!” Applejack added while mimicking an evil angry face. “…and she went evil on every pony!”

“And nearly conquered Equestria alongside Scar!” Fuli added now knowing of what’s going on.

“Yep! They’re back...” Thorax gasped.

“And they are all after Ponyville this time…” Karabi added.

“Yep.” Twilight said while quickly pulling aside a book from a top bookshelf. “And in case anyone doesn’t remember I kept a full journal of what happened!” She spoke with slight agitation when her scar emitted some smoke which had her rubbing her eye in pain which had her pony friends nervously gulping upon seeing that the wounds are still fresh inside. “According to my extensive note-taking, the changelings are back…and this time, they must be after Ponyville!”

“Well, we need to warn Princess Celestia and King Simba right away!” Rainbow voiced with what must be done. “They’ll get rid of them real quick!”

“Right!” Twilight declared before turning to her number one assistant. “Spike!” Take a letter!”

“Right!”

It amusingly took three rewrites and spell check to get it done right, but it was finally and properly done.

“Perfect! Send it to Celestia, Spike!”

“No problem!”

Spike sent the letter it’s way…

…before suddenly belching out a letter.

“Now that’s what I call service!” Pinkie commented.

“No kidding!” Bunga added when Twilight picks up the letter to see what her response is.

But the contents were not what she wanted nor expected.

“Dear correspondent,

I am unavailable due to a royal emergency.

Please try sending your letter again at a later time.”

“Are you kidding me?!” Twilight groaned while slamming the letter down onto the ground.

“Of course!” Kyoga threw up her paws in annoyance. “That’s real perfect timing!”

“Well that was helpful.” Lite remarked in the same tone as Kyoga.

“Now what do we do?” Kovu fearfully asked the others. “How are we going to save Ponyville with Scar and Chrysalis back in town?”

“Well Kovu, it looks like we are on our own for this.” Rainbow stated while pounding her fists together.

“Yeah, it’s clobbering time courtesy of the Lion and Pony Guard.” Bunga excitably added ready for action.

“Are you sure?” Ono asked.

“Because I wouldn’t mind waiting until the princess and king are available.” Fluttershy added not wanting to hedge her bets against them.

“Me neither.” Kovu added in agreement.

Applejack however snorted with fiery determination not about to wait for help to come, especially when her little sister’s life is on the line. “My sister is missin’ and if those things are responsible, we need to find out what is going on!”

“We can’t just go out there!” Twilight brought up directing her attention to the changelings gathered face first in the windows.

“Just outside the library is crawling with changelings ready to cocoon us!” Karabi added.

“And to think we would be one of them if it weren’t for Thorax quickly seeing what was going on and getting us out of there when the changeling’s replacements for the young Pride Landers tried to capture us.” Lite voiced with relief.

“Twilight and the other’s right!” Kion agreed. “We need a plan!”

“Idea! Idea! We have an idea!”

“Oh! Oh! Pick us! Pick us! We have an idea!”

Both Pinkie and Bunga pleaded while raising their hooves and paws up.

Kion turned to Twilight if they should even bother listening who returned a “Why not?” shrug. He then sighed before relenting “Yes, Pinkie, Bunga?”

With both Pinkie and Bunga taking charge, everyone lines up ready to hear they have to offer.

“Okay, girls and boys…,” Pinkie began but then quickly added “…and dragon…We are going to blend in. We are going to sneak behind enemy lines.”

Bunga then continued. “First, I want to clear your mind…” He demonstrated with a blank and emotionless expression. “…then I want you to walk like a zombie!” Pinkie followed suit. “…Then I want you to …to…um…smile?” He demonstrated befor immediately dropping it. “…No…wait. Don’t smile.”

“Let’s do this!” Pinkie properly demonstrated while mindlessly walking and drooling which had both Rarity and Fuli face-palming while Spike and Kyoga look on uninterested. Both Twilight and Kion look on deadpan while shifting eyes towards each other and towards Karabi and Lite all silently agreeing that it is ridiculous. But since they decided to give it a try, they will let play out their idea.

The group then made their way through town moving and moaning like zombies (well at least Pinkie, Bunga, Spike, Applejack, Beshte are getting full into the act while Rarity and Rainbow are reluctantly putting some effort into it.) and so far the others are buying it.

“Yes!”

“I think it’s working!”

Both Bunga and Pinkie expressed happily at the height of their success while Fluttershy prefers to tiptoe her way across town while the others like Kion, Twilight, Fuli, Ono, Kyoga just prefer to walk and sneak their way across town.

“Shh! Blank! No smiling!”

“We’re supposed to be blending in remember!”

Both Rarity and Ono hushed and reminded them.

“Uh…everypony…?”

“Look…!“

Both leaders of the Guard directed their attention up ahead to one of ponies Derpy just getting captured and trapped in green goo with one of the changelings took the pleasure in helping himself to the muffins she was carrying before cocooning her.

Then another changeling by his side quickly transforms to Derpy’s appearance. The first changeling then seeing that the Derpy replacement is straight eyed bonked him on the head to get him look a little more lopsided in eyesight.

“Hapana!” Ono gasped. “They’ve captured that pony in a Chrysalis and taken her place!”

“Derpy!” Kovu cried upon recognizing her. “Not her!”

Unfortunately for him, they heard the faint voices of the egret and lion cub before quickly getting in the Guard’s faces who quickly adopted wide eyed and blank looks in order to convince them that they are changelings too.

After a moment of looking at them straight in the eyes, they both shrugged to each other before flying away.

“Whew!” Applejack sighed along with Fluttershy who sweated once they were gone.

“Thank goodness my big beak didn’t give us away.” Ono added in relief while nearly passing out in terror with Spike blowing a raspberry in their direction.

Bunga tried to do the same albeit louder only for Fuli to quickly place a paw over his mouth. “Seriously?! Do you not know when to quit?!” She berated before they all focused their attention on the trapped pony before them.

“Where are they keeping all these? This is the only one we’ve seen so far…” Rarity asked while expressing her open disgust at seeing these cocoons along with Ono who quickly held a wing to his mouth.

“I don’t know, but I do know what’s coming out in just a second…” Ono expressed before suddenly darting to the nearby tree to let it all out.

While Ono was having a little eruption, Spike gasped upon seeing something straight ahead. “Uh…do you think where they would be is big and pulsing and has an eerie glow?”

“Well, yes, but that would be a little…” Twilight began before seeing it for herself along with the others.”…obvious.”

From all of the slack-jawed reactions from the gang, Rarity, Rainbow, Ono, and Bunga had the biggest jaw drops at the green glaring sight up ahead at City Hall.

“Very obvious!”

“Sure is!”

Kyoga’s siblings shared just when Ono regroups with them.

“Phew that’s a relief…” Ono began before seeing the neon green glowing building. “…oh, no!” He quickly darts behind the tree. “BLAAGH!”

“Let’s get this rodeo started!” Applejack declared while dragging her hooves on the ground ready for battle.

“Let’s!” Fuli stated ready for a charge along with Kyoga having magic infused in her sharp claws.

“Give me back my sister, you ruffians!” Rarity angrily shouted while Pinkie gets her cannon ready and Twilight and Kion are both ready to lead the charge.

Rainbow had her wings flapping ready for the charge too. “It’s flank whooping…time?” He suddenly faltered when changelings suddenly appeared before them and hissed in their direction.

“Hapana!” Ono gulped just after recovering and regrouping before retreating behind the likeless fear filled Pegasus.

But Twilight knew what to do when she took charge. “Okay, girls and boys! We’ve fought them before! We can handle this!”

“Yeah! Let’s do this!” Bunga seriously stated “…Huh?”

Suddenly, the changelings have all taken their forms with multiple copies of themselves appearing before them.

“Watch out!” Kion alerted. “They’re taking our form to confuse us!”

“Well this is…” Rarity started.

“…nightmarish!”

“Creepy!”

“Unsettling!”

“Confusing!”

Applejack, Fuli, Kyoga, and Ono all voiced their thoughts.

Pinkie however had a face filled with happy tears. “Oh! This would be the best party ever if we weren’t all about to be turned into pod ponies!”

Bunga adopted the same expression. “I know right!”

“Pinkie! Bunga!” Twilight angrily snorted with her horn flaring and scar emitting smoke.

“Get serious!” Kyoga added while releasing fiery magic from her palms ready to fight the changelings before the two quickly release magic to zap some of the changelings charging at them and came narrowly close to harming the pink mare.

Pinkie gasped upon seeing the dangerously close call she just faced with one of the changelings transformed in her appearance kicks her blue Pegasus friend away.

Beshte quickly charged at one of the changelings and rammed him backwards followed by Applejack bucking it away from the nearby pods. “Twende Kiboko!”

“Careful!” The farm pony quickly warned everyone. “Don’t hit the pods! We may hurt whoever is inside!”

“Got it!” Fuli responded before quickly charging up at said changeling and returning a powerful pounce and stronger kick back. “Huwezi!”

Rainbow after recovering from the attack followed it up with an uppercut to the chin to send flying away.

Fluttershy who’s been avoiding the action throughout all of this felt it was too much. “Rainbow! Fuli! Be nice!” She reminded. “That’s kinda…” Then she spots who she thinks is Pinkie. “…Pinkie, you’re hitting…in a way…”

Rainbow and Fuli had to quickly and urgently remind her of the situation.

“Fluttershy! When are you going to learn that you’re nice until it’s time not to be nice!” The former asked with the latter along with Kovu quickly coming to Spike’s rescue when one changeling has him on the run for blasting him with fire in an attempt to fight him.

“Okay…” Fluttershy reluctantly spoke just when her friend suddenly received an upper cut to the jaw and that sparked her inner fire inside. “How dare you hit my friends!” She shouted while immediately getting in her attacker’s face. “You…you…meanie! You and your friends should go home right now!” The changeling immediately obliged before fleeing in a panic which left Rainbow stunned and Fuli impressed. “If that’s all right with you…” She then said while doing a 180 back into her happy self.

“Perfectly fine by me.” Fuli didn’t complain before continuing to get into the action by kicking and knocking every Pinkie and Bunga changeling away.

Elsewhere said changelings disguised as Pinkie along with Bunga have cornered their real counterparts along with Rarity and Ono.

“How are we supposed to tell me apart from me?!”

“Yeah, me too!”

Both Pinkie and Bunga asked their friends standing by their side.

“Hmm…” Rarity thought alongside the Guard’s Keenest of Sight before sharing a nod together. “…do you mind if we do something we’ve been dying to try?” Both the fashionista and egret pulled some quick stretches, yanks, and tugs, on their hair, before fashioning it into the former’s hairstyle. “There, now you look different and fabulous!”

“Eww!”

“I look like a girly girl getting ready for a lady-like pampering!”

The two expressed their disgust before quickly focusing on the battle ahead of them and with the changelings increasing the intensity of their attacks it is was time for the heroes to do the same.

“Rarity!”

“Kyoga!”

“Blast it!”

Both Rainbow and Kion shouted towards them.

“Pretend it’s last year’s fashion or something!”

“Pretend your siblings are in danger!”

That really sparked their inner fire when they got hot with their magic and wiped them all out in a flash together.

“Eep! Leg warmers and stirrup pants?!

“How dare you all!”

“…not in my spring line!”

“…not in your life!”

“Well said…” Karabi and Lite both nodded before quickly following up their attacks with really heated magic to keep them at bay.

At the same time, both Applejack and Beshte were both starting to have trouble with the swarming crowd of changelings ganging up on them.

“Uh…Twilight?”

“Kion?”

“A little help?”

Both Twilight and Kion quickly came to their rescue with the former increasing the intensity of her magic along with Kion using his precise version of the Roar to force them all away.

“We need to try something else! We need to take them all down at once!” Twilight shouted.

“Kion! Use the Roar!” Bunga called out to his best friend.

Kion immediately rejected the idea. “I can’t unless I want to send every trapped pony flying too!”

“Quick!” Applejack called for the others. “Someone get Rarity mad again! Shoulder pads! Parachute pants!”

There Pinkie was quickly hopping up and down again. “Idea! Idea! Oh! Oh! Pick me! I have an idea!”

“What?!” Fuli questioned.

“Everyone get behind me quick!” Pinkie told everyone who all immediately do so.

“Hey! That’s Kion’s line.” Bunga remarked when Pinkie pulls the trigger on her cannon…

…and out comes a huge dose of sticky cake batter and icing to stop all of the changelings dead in their tracks.

“Poa!”

“Well…that escalated quickly…then ended abruptly.”

Both Beshte and Rarity commented.

Both leaders of the Guard were very impressed with what her cannon just did.

“No question.” Kovu remarked while catching his breath once more. “And that really saved us.”

“Wow Pinkie!”

“How did you know that cake batter would get all of the changelings to stop dead in their tracks?”

Pinkie responded like it’s shouldn’t be any surprise to them. “Because it’s the batter for my super-sticky double-bubble-bubble-gum for gummy cake…duh!”

“Well…” Kion returned in his defense. “…considering I haven’t spent enough time in the bakery, I never would have known that.”

“That’s okay, Kion.” Pinkie acknowledged in a friendly manner.

Kion thankful for that then focused on their next important matter of business. “Anyways…now that that’s all settled, let’s start letting everyone out of these pods and find the Cutie Mark Crusaders and our fan club.”

One by one every member of the Guard opened up the pods containing the trapped residents of Ponyville and they were all relieved and happy when they were freed from their prisons. But the Guard’s mission was not yet finished because throughout all of that cocoon busting they did not find the Cutie Mark Crusaders or any of the members of the Lion Guard fan club.

“No…” Kion spoke in desperation upon coming up empty-pawed with who they wanted to find. “It can’t be! They’re not here!”

“I’m sorry, Kion.” Twilight said with a comforting hoof on his shoulder. “But we checked every single pod in Ponyville.”

“There’s no sign of Sweetie Belle, Apple Bloom, Scootaloo, or any of the young Pride Landers anywhere!” Rarity regretfully added.

Applejack now greatly worried is dreading the worst is happening to her little sister. “Where…where could they possibly be? Why aren’t they here?”

“Probably because whatever Scar and Chrysalis are planning counts on them not being here.” Twilight brought up. “Otherwise we would have already won.”

“Yeah…” Kyoga said in agreement. “…that was way too easy. They both must have some kind of angle they actually want us to do in their favor.”

“But what?” Beshte asked wondering what their actual plan is.

While the others ponder hard on what their game is, Spike finds his coughing turning to struggling to breathe and get some churning up in his stomach.

“Let me help you there, Spike!” Rainbow quickly rushed to his aid by giving him a hard smack on the back which had him hurk up a loud belch releasing a green crystal sphere.

Spike was now able to breath with that out of his system. “Thanks.” He thanked before turning his attention back to the sphere. “Huh…? I don’t remember eating that.”

“Me neither.” Bunga shared. “And that’s not counting half of the grubs I eat?”

“What?” Fuli and Ono questioned with mixed reactions of perplexed confusion.

“Just don’t!”

“We don’t want to know!”

Kyoga’s siblings quickly shook their heads in disgust while Kovu stuck out his tongue nearly letting out his lunch just from hearing that.

“What…what is it? An egg?” Fluttershy wondered.

“No and I don’t think it’s a gem.” Ono voiced while trying to get a good feel for what they seeing shining around them.

“Is it from the princess?”

“And my dad?”

The leaders of the Guard hoped.

“Princess?” Chrysalis’s voice spoke from it. “No. But a queen? Yessssssssss!”

“And not only that…” Scar’s voice added when his and the changeling queen’s faces appeared before them with the latter cackling madly. “…your future king!”

Their sudden appearance’s had the Guard give mixed reactions of sudden shock and angered glares upon seeing them again.

“Well, well, well, if it isn’t Scar and Chrysalis themselves.” Twilight commented with dull surprise that they are behind all of this.

“That’s right, Twilight, the young leader of the Pony Guard.” Scar returned sounding polite and admirable towards her. “And I will have to say you sure are a clever girl being able to see through all of the changelings in disguise.”

“And I’m sure you and your friends are all clever enough to see who’s missing from your little village.” Chrysalis added while sneering.

“Where are the Pride Lander kids?!” Kion demanded.

“And my sister you…” Applejack added.

Rarity chimed in and traded with the cowgirl. “…Ill-groomed…”

…Swiss cheese…”

“…mules!”

“Hey!” Said mule nearby took offense to that insult.

“Where the hay did he come from?!” Ono asked because apparently they along with other animals just happen to be around whenever they use the terms as insults to their enemies.

“I don’t know!” Fuli shrugged before focusing on what really matters.

“My, my, my, such strong words. Didn’t your parents ever tell you shouldn’t resort to name-calling?” Scar returned scornfully and mockingly.

“And to watch your temper, ladies?” Chrysalis added. “Tsk, tsk, tsk.” She then showed them a visual image of said kids that are at their mercy. “I believe this is what you’re looking for?”

“How do we know that that’s them? The real them?” Rarity demanded proof.

“Prove it!” Bunga demanded when Scar and Chrysalis shares them of what their prisoners are thinking and sharing out loud.

“Maybe this will help us get our cutie marks?”

“In what? Being fillynapped?”

“No, I’m thinking more in terms of being rescued…”

“…along with bouncing around in our egg sacks.”

Apple Bloom, Scootaloo, Gumba, and Shakku all shared while Sweetie Belle sighs in annoyance while Mtoto and the others share worried looks of whether they’ll be able to get out of this one.

“That’s them.”

“Eeyep.”

Both Applejack and Ono shared with equally deadpan expressions knowing them all right.

“They sure are.” Scar replied to them before explaining. “Here in the heart of the changeling kingdom.”

“And you may want to come and collect them quickly…” Chrysalis added when the girls continue rambling their minds up.

“What would a cutie mark in being fillynapped look like?”

“Like us?”

“I don’t know if you want a picture of you on my flank for the rest of my life.”

“I don’t know.” Shakku voiced to disagree there. “Because it not seem like a bad idea.”

“Yeah!” Gumba supported. “It’ll go to show of how you were meant to be friends for life!”

“…because I don’t know how long I can put up with this.” Chrysalis added now getting irritated by their incessant chattering.

“Hey!” Scootaloo voiced in the mastermind’s direction. “They’re about to start monologuing! I bet they’ll reveal their entire twisted plan!”

“Ooh, listen hard and listen good!” Gumba added ready to listen until Chrysalis canceled their visual audio and appearance clearly having enough hearing their mouths.

“Ugh. Goodbye.”

“Anyways…” Scar spoke up moving forward with their terms. “…the deadline to rescue them is in three days because by then something unfortunate will happen to them. Something very unfortunate. So think wisely if you care to save them and here’s a map so you all know where to find us.” He then evilly laughed before ending the transmission with a puff of smoke leaving behind the crystal ball showing a map of Equestria which shows of where exactly the changeling kingdom is in Spike’s hands.

After both Scar and Chrysalis were gone, Fluttershy and Ono trembling and Rainbow, Kion, Fuli, and Kyoga suspicious of their motives.

“Eep.” Fluttershy squeaked at the same time Ono quickly hightails it to a nearby tree to vomit again.

Kovu nearly did the same before being patted on the back by Twilight. “It’s okay.” She assured. “They’re gone.”

“Phew.” Kovu sighed like he is going to faint with the lavender unicorn placing a hoof on his back to keep him from falling over when he nearly stumbled.

“Well this is obviously a trap.”

“No kidding.”

Knowing Scar, Kion agreed too while Twilight scratches her chin deep in thought. “Unquestionably, but why three days?”

Twilight suddenly gasped. “I know! The Secretariat Comet! In three days the Secretariat Comet is passing through the horse head Nebula…” She quickly breathes before continuing. “…and it’s all passing over Equestria. It’s the single biggest conjunction in Celestial events in over 3,000 years!”

“You got what in your what now?”

“Yeah, yeah, what she said?”

Both Pinkie and Bunga inquired and lost by her quick explanation.

Twilight wasted no time in further explaining it to them more. “It’s a magical phenomenon, every magical creature is going to feel the effects. It must be why Princess Celestia and King Simba are unavailable. They’re both probably protecting Canterlot and the Pride Lands!”

“Oooh…” Bunga voiced now understanding. “…that would definitely make sense.”

“But…if Celestia is busy, who will help us against Scar and Queen Chrysalis?” Fluttershy brought up having a bad feeling in her bones. “We can’t go to the changeling kingdom alone!”

“Yes, perhaps some of the royal guard can accompany us?” Rarity proposed while starting to daydream their handsome looks. “Maybe someone with broad shoulders… a nice coiffure…an accent…”

“Rarity!” Ono snapped. “There aren’t any royal guards nearby and we have no time to gush and ogle at royalty!”

“Still no one with me that is a trap?” Rainbow reminded everyone.

“We know it’s a trap, Rainbow…” Applejack answered. “..But I can’t wait around for help from the royals. I’ve got to save my sister!”

Rarity was quick to join her. “Sweetie Belle needs my help. I’m going with Applejack.”

Before the two could run off together, Twilight quickly stopped them with her magic. “Be we should wait…” She insisted. “…we need to do some investigation into what they are up to! How is she going to use that magical surge? Why do we need to be there?! We should try and write to the princess and king again.”

“And risk the young lives of children to both Scar and Chrysalis?!” Kion crossly questioned. “No! We can’t do that!”

“Write all the letters you want, but there’s no time to wait. Rarity, Kion, and I are leaving now.” Applejack firmed cemented they are going over there while leaving Twilight giving her, Rarity, and Kion the brief stink eye for their half-listening response.

Both Rainbow Dash and Bunga are both pounding their fists together ready to accompany them while Kyoga had more calculating thoughts in her mind.

She correctly knows that both Scar and Chrysalis will be counting on them to come to their rescue but also knows it’s also a trap. To herself she is left thinking of how this can all play out without them coming out on top.

Fluttershy and Ono finding this a very dangerous trek, in fact to dangerous out of their comfort zones were quick to voice their reluctance on wanting to go.

“I’ll…um… I don’t know about this…I’ve got a lot of animals to feed. Things to do… a bonsai to water…”

“…along with figuring out our next patrol route for animals that really need rescuing…”

“Well, of course I’m coming.” Pinkie spoke up vouching for herself while holding up her pet gator with hearts in her bright blue eyes. “And don’t worry, Fluttershy, we can leave Gummy in charge of your plant!”

Seeing they have little to no choice in backing out of this one they both voiced their support still hesitant on the danger awaiting them.

“Okay.”

“Fine.”

Thorax having been there before was quick to declare his support without fear. “If you’re all going to the changeling kingdom, then I better come with you so you all know the way.”

“Us, too!”

“Count me in.”

The others vouched their support.

“Very well…” Twilight spoke deciding that the Guard has to come to their rescue before turning to the baby dragon. “…I’m leaving you in charge of the captured changelings.” She gestured to said changelings tied up and being laughed at by every pony. “When you get a hold of the princess and king, they’ll take care of them.”

Spike nodded while hugging her mother-like figure goodbye before she led the way towards the changeling kingdom alongside the leader of the Lion Guard.

“All right everypony and everyone…” Twilight began to everyone in the Guard while levitating their map “…this is showing us the way. It’s going to take us almost the whole three days to get there…so we need to get moving.”

“So let’s go!” Kion declared.

Even so both Rainbow and Bunga were ready for what awaits them there. “I feel like Daring Do! A pony of adventure! We’re off on a quest!”

“I know! A very wonderful quest! In fact…” Bunga inhaled deeply before singing…

“We’re off to see the…”

Kyoga suddenly covered his mouth with her paw. “No, no, no, no, no, no.” She quickly and rapidly asserted. “No.” She whispered one more time before letting go of her.

“Thank Simba, for that.” Fuli expressed while irritated by the childlike nature of the honey badger and party pony in the face of danger with lives and a kingdom on the line.

“Well that was random.” Rainbow remarked while the others are giving them weird looks with Fluttershy and Ono both still fearing for their lives.

“I know!” Pinkie chimed in. “…maybe if we’re lucky we’ll see a ninja…or some monkeys…or monkey ninjas!”

“Pinkie!” Everyone shouted rather annoyed at her.

“Oh you’re right! If that monkey ninja was worth his bananas, we wouldn’t see him!” Pinkie giggled while the others groan once more knowing they have a long journey ahead of them while they all walk off into the sunset together…

…all while being watched by Scar and Chrysalis themselves to see that everything is going according to plan.

“It won’t be long now!” Scar said to the changeling beside him.

“Excellent!” Chrysalis sneered once more upon seeing this band of heroes doing exactly what they want them to do.

Author's Note

In the first part of the mid-season finale, both Scar and Queen Chrysalis are back with another attempt to take over. While we don't know yet, they have already captured the Cutie Mark Crusaders along with the Lion Guard fan club before having the changelings capture every pony in Ponyville.

Even though the Lion and Pony Guard were able to come to their rescue, the kids however, have yet to be saved since the Big Bad has kept them close to his home along with Chrysalis as part of the plan that wants the Guard to come right to them.

With little to no choice, the Guard along with Karabi, Lite, Thorax, and Kovu are headed on over to the changeling kingdom to rescue them. And both Thorax and Kovu are the least excited to do so since it means confronting their mother's once more and needless to say, it was not a pretty sight for the latter.

With the Guard coming to their rescue, both Scar and Chrysalis prepare and anticipate their arrival, but not without a few tricks up their paws and hooves along the way...