“Are you sure you don’t want to come with?” Cadance asked, pulling a pair of saddlebags over her back.

“No thanks,” Shining Armor said simply, “You have fun though,”

“Oh come on please?” Cadance pouted, “I planned the whole day off just for this.”

“Well I didn’t,” He retorted, “I’ll just plan for it next year.”

She frowned, “You know there’s not going to be one next year.”

“What, are they cancelling it?”

“No dear, it happens every three years, remember? It’s a triennial event.”

“Oh, so the next one is in…”

“Three years.” Cadance repeated, “So will you please come with? Didn’t you have fun at the last one we went to?”

“When was that again?”

“Nine years ago.”

“Ah,” Shining Armor nodded, “Then I don’t remember.”

Cadance rolled her eyes.

“Besides,” He continued, “I feel odd going to a festival I know nothing about nor have any relation to, that and I don’t know a cloud-walking spell off the top of my head either.”

“You could just enjoy it for what it is, not what it’s for.” Cadance said, “But fine, I’m still going, we’ll try to be back before dark,”

Shining Armor raised an eyebrow, “Are you really thinking of staying that long?”

“Some of the festivities last all night long. So maybe.”

“Speaking of, are you sure it’s a good idea to bring him along? Considering… You know.”

“I’ve thought about it,” Cadance said, “I think it’s a good idea to at least have him interact with other ponies, and maybe get used to them. Besides, I’ll make sure we leave before anything drastic happens.”

“What about the Crystal Ponies?” Shining Armor asked, “Doesn’t he interact with them?”

“That’s different, they treat him with more…” Cadance paused to find the right word, “Respect, it’s almost like they revere him.”

“Well he did help save them,”

Cadance only gave a half nod, she couldn’t help but feel that there was more to it, but before she could spend any more time thinking about it, Shining Armor kissed her.

“I hope you have fun honey, and I’ll try to go with you next time, if you’d like.”

She smiled, “Thanks, and I would. See you later today,”

“Hopefully,” He smiled as well,

They embraced for a moment, then Cadance turned to leave,

“Don’t burn down the empire while I’m gone!” She called out, giggling as she exited their bedroom through the balcony.

Going up the staircase, Cadance reached the uppermost platform under the spire, where the worm was already waiting.

“Well,” She began, “Are you ready to go?”

The worm just chirped, then lowered to the floor.

“Good!” Cadance smiled as she climbed on, “Then let’s get going!”

Together they lifted off, flying away from the castle and eventually the Crystal Empire itself.

“You remember where to go?”

The worm gave a confused click,

“Remember the cloud city near Canterlot? That’s where we’re going.”

Touching down lightly on a cloud in the outskirts of Cloudsdale, Cadance took a moment to rifle through her bags, making sure she had everything she needed. A couple of water bottles, some snacks, a roll of gauze just in case, and of course a bag of bits, she’d learned from last time.

With a flash of purple, the worm landed heavily behind her, rocking the cloud they were standing on, denting it.

“Woah,” Cadance took a moment to find her balance, “Let’s do that more softly from now on okay?”

The worm simply grunted and followed as she leapt across to another cloud. From their position, they could tell the festival was already well underway. A large cloud platform had been prepared, with several stalls and activities lining it, though some other things were dotted around on a few smaller clouds surrounding it. Pegasi flew to and from, partaking in everything by the looks of it, Cadance was excited to join in as well, though she was also a bit worried.

“I know you don’t like most ponies,” She began, looking back to the worm as it trailed her, “But this will be a good learning experience,”

The worm grunted again,

Cadance sighed as she jumped to the next cloud, flapping her wings once to help cover the distance, “I want you to at least try, can you do that for me?”

The worm also sighed, before giving an affirmative chirp.

“Good,” She smiled, “Do you remember your sentences?”

“...I… Do…” The worm responded after a couple moments of thought.

“Excellent, now when we get there don’t feel like you have to stay next to me the entire time, feel free to break off and experience the festival on your own, but if anything comes up that you don’t think you can handle, come to me.”

Another chirp,

“And no hurting anypony either, that means keep your spines sheathed, or don’t have them at all, understood?”

The worm grunted, but Cadance didn’t see another flash of purple.

“Oh, and one more thing,” She said, stopping and turning at the last cloud,

Landing next to her, the worm waited expectantly,

“No weather magic, at all.” Cadance ordered, “Not here, not ever,”

The worm recoiled slightly at the shift in tone, then tilted its head in confusion.

“So no storms, and no clearing, I don’t want to see you changing the weather at all. Okay?”

The worm chirped lightly,

“Say it.”

“...O-kay.” It repeated,

Cadance eased up at that, and her smile returned, “Good, then let’s get up there.”

Flapping her wings, she led the way back up the distance they had descended slightly on their way over. Together they crested the edge of the cloud, and landed softly at the edge of the fairgrounds. They were met with a crowd of ponies, most if not all pegasi, the festival was packed, though there was definitely enough space to walk around.

“Wow,” Cadance commented, “I haven’t seen it be this full since the few times I went with Celestia. I wonder if anything big is happening this year?”

The worm, in its infinite wisdom, simply clicked in response.

Cadance rolled her eyes, then started forward, “Come on, let’s go check it out.”

As they entered the festival proper, they began to take in what was happening around them. A distant band was playing a jaunty tune, and the smell of fried food permeated the air. Looking around, there were several vendors selling all manner of things, from candies to funnel cakes to even fried clouds, an interesting pegasus delicacy. Among the countless food items though, there were a couple of other items and commodities as well, all of them themed around… you guessed it, the worm.

Stuffed animals, balloons, stickers, badges, wood carvings, cloud sculptures, toys, keychains, hats, masks, paintings, pictures, comics, knick knacks, even a couple of food items were made to look like the worm. Artistic liberties were a given of course, and even from a distance Cadance could tell there were several inconsistencies with the real deal.

Still, it was a fun experience, and she quickly walked up to a stall to get something to eat, she definitely wouldn’t be needing her snacks.

“Hello! Could I get some cloud candy please?” She asked,

“Sure ya can!” The vendor responded, “That’ll be one bit, let me just get it for ya.”

Cadance nodded, then went to fiddle with her bags to get the money while the vendor dipped a stick into a tub, pulling out a full puff of cloud candy a moment later.

“Here ya go,” the vendor said as they exchanged what was necessary, “Though, does your friend want any? I’ve gotta say, they’ve got a great costume.”

“Oh!” Cadance said, turning to look at the worm, “It’s not-” She paused, thinking about what she was about to say.

The vendor raised an eyebrow.

“It’s fine,” Cadance corrected, “We can share. Thank you though,”

“Well hope you two enjoy it,” The vendor said, nodding, a bit of confusion on her face.

Also nodding, Cadance turned and began to go back to the middle of the area.

“A costume huh?” She chuckled, taking a bite of her candy and glancing at the worm, “This might be the one place in Equestria where you could get away with that. Maybe Nightmare Night as well.”

The worm just clicked a few times, and it followed her to the center so they could see what other stalls were available.

Something started to make itself known to them however, and as Cadance glanced around, she noticed they were getting a lot of looks, more than normal. At first she assumed it was because she was a princess, walking around a public area as one will do that, but she had made an effort to attend nearly every festival since she first heard of them, she was a known regular. Her second thought led to the worm, the worm that was even taller than her, and she peaked above the heads of most of the crowd. It was certainly eye-catching, and considering it was a themed festival, the worm probably looked like some diehard cosplayer, or maybe an out of place actor from some official event.

The attention was far from bad, but Cadance doubted if the worm saw it that way.

Before they could dwell on it any longer however, a pair of kids dashed through the crowd in front of them. A filly and a colt, decked out in armor made from the finest of cardboard, with an equally made sword and bow set. They chased each other around for a bit, and not paying much attention to where they were going, they soon skidded to a stop at the hooves of the worm. It looked down at them curiously, while they looked up at it in awe.

“Woah…” The filly trailed off,

The colt was in a similar state, then he quickly shook his head and got a confident look, “Vile beast! I will slay you!” He announced, bringing his sword around and whacking the worm’s leg.

The flimsy cardboard did not do much, and it bent out of shape immediately. The worm lifted its leg up cautiously, but didn’t do anything else.

Cadance knocked the carapace on its side.

“Play along!” She whispered, smiling

The worm looked at her for a moment, then back at the colt staring at it expectantly. It then reared its head back, let out a gargling wail, and fell heavily to the side. Several ponies watching winced at the impact, but Cadance knew the worm was fine.

“Victory is mine!” The colt exclaimed, standing triumphantly with his bent sword, “Commander Raptor always wins!”

“Hey!” The filly said, “I thought I was Commander Raptor,”

“No, I am!”

“Nu-uh!”

“Ya-huh!”

“Nu-uh!”

“Ya-huh!”

“Nu-uh!”

“Ya-huh!”

“Nu-uh!”

“You’ll have to catch me first!” The colt interrupted, running off a moment later.

The filly scoffed, but quickly gave chase, giggling all the way. Cadance watched them continue through the crowd, then she turned back to the worm.

“See? That wasn’t so bad was it?” She asked, a smile never leaving her face

The worm just grunted, then pulled itself out of the cloud, leaving a large dip in it. Cadance pursed her lips, then tried to smooth it over as best she could.

“So,” she began, “Do you want to get anything to eat? Or we could see what else is for sale, and I think I saw some games over-”

“Princess Cadance?”

She paused as her name was called, then she turned to see who it was.

“Rainbow Dash?” She asked

There, standing amongst the other pegasi of the fair, was Rainbow Dash, she was holding what looked like a fried cloud kabob.

“Hey,” She stepped forward, “How’s it going?”

“Hello,” Cadance responded, “I’m doing good, what about you?”

Rainbow Dash took a bite of her food, “I’m alright, just a bit surprised to see you here.”

“I could say the same.”

“And miss out on one of Cloudsdale’s biggest events?!” She frowned, “This is my home city!”

“Oh yeah?”

“I’ve been coming here since I was a little filly,” She continued, beaming

Cadance smiled, “So have I.”

“Really?” Rainbow Dash asked, “Wait a minute…” She trailed off, thinking, then it dawned on her. “I knew it! I’ve seen you before!”

“What?”

“Yeah!” Rainbow Dash took another bite, “Back at the wedding, when I first saw you… Or y’know… the changeling posing as you, I thought I recognized you from somewhere else. It was here! At the festival!” She deduced, “Awesome.”

“Now that you mention it,” Cadance said, remembering herself, “I think I’ve seen you here as well, though that was before I knew you of course.”

“What, like three years ago? Definitely,” Rainbow Dash said,

“Funny, how that works,”

“Yeah... So what’s your favorite thing to do here?”

“Ooo,” Cadance contemplated for a moment, “You know I’ve always liked the worm dance.”

Rainbow Dash nodded,

“What about you?” Cadance asked,

“Hmmm…” It was Rainbow Dash’s turn to think, “Food’s good, games are fun, shows are awesome, art is expensive…” She listed, “I’m going to have to go with the museum exhibit.”

“You? Museum?” Cadance questioned, “I’ve always gotten the impression that you don’t like history.”

“Yeah well, most history is boring nerdy stuff,” Rainbow Dash explained, “But this is cool history, lots of action and stuff, that and I don’t have to get it from a boring old textbook.”

“Have you been to it yet?”

“Not this year, though I hear that they brought a couple of things for the exhibit this time.”

“Oh?” Cadance asked, “Do you think that’s why it’s so packed this year?”

“Eh,” Rainbow Dash ate the last piece of her kabob, “Maybe, but I wouldn’t count on it.”

Cadance nodded, “So, did you come with anypony?”

“Nah, I’m just here by myself. None of my friends really wanted to come, something about ‘not knowing anything about it or having any relation.’”

“Tell me about it.” Cadance sighed, “But what about Fluttershy?”

“Ummm…” Rainbow Dash said, rolling her hoof, “She’s not much of a fair-goer, I’ve gotten her to come before, but I don’t think she’d want to stick around with a crowd like this. What about you?”

“I actually came with the worm,” Cadance said, “In fact, he’s right…” She trailed off as she turned, noticing that the worm was no longer behind her.

“Was that who you were talking to earlier?” Rainbow Dash asked, “Because he left a while ago.”

“Oh.” Cadance stared at the empty space behind her for a moment, ”Well that’s fine, I did tell him it was okay to go off on his own.”

“Why would you bring him of all… uh… people?”

She turned back around, “It’s a learning experience, I want him to get used to being around ponies. I’m sure you remember what happened last time.”

Rainbow Dash grimaced, “Yeah, thanks for stopping him by the way.”

“Yes well, he shouldn’t have done that, but neither should’ve you.”

She just nodded, “But hey, it’s kind of funny, the worm at the worm festival…” She paused for a moment, “Wait a minute.”

Cadance tilted her head,

“Is the worm-?” Rainbow Dash looked around, “Is he-?” She frowned, deep in thought, her eyes landed on a large balloon animal that an eerily familiar white pegasus was in the middle of making. “Is he related to the worm that this whole festival is about?” She pieced together.

“They’re actually the same,” Cadance corrected,

Rainbow Dash did a double take, then stared at her in shock,

“Hold on!” She exclaimed, “You’re telling me you brought the same worm to the festival that is celebrating his defeat? And you didn’t think anything would happen?”

“I did!” Cadance replied, hurt, “I expressly told him not to hurt anypony, and to come to me if there was anything he couldn’t handle.”

“Okay, but what if somepony finds out?”

“Finds out about what?” Cadance asked,

“That the worm this whole festival is about that was supposedly defeated a thousand years ago is still around! How do you think ponies would react?!”

“Ah,” Cadance said, “Then you probably shouldn’t have shouted that out loud,”

Rainbow Dash immediately stopped, clamping her hooves over her mouth. Looking around, they both noticed that multiple pairs of eyes were on them.

“Nothing to see here.” Rainbow Dash announced nervously, “It’s all good.”

Cadance adopted a nervous smile of her own, the realization of what might happen dawning on her. She did her best to wave off the crowd, and when that didn’t work she grabbed Rainbow Dash and pulled her through so that they weren’t the center of attention anymore.

“I should probably go find him.” She said, walking briskly,

“You don’t want my help?” Rainbow Dash asked, matching her speed,

“Do you want to help?”

“I mean,” She took a moment to throw her empty stick in a garbage can, “I’ve got nothing better to do.”

“Besides the festival?” Cadance asked,

“I feel like this is a bit more important than that, and it’s not like I was gonna do much more here than look around, eat some unhealthy food, play a few games, maybe buy something, then wait for them to start serving alcohol and enjoy the show.”

“They start serving after three right?”

“Serving? Yeah, but there’s a vendor that sells liquor the whole day.”

“Do you know where they are?” Cadance asked, perhaps a bit too enthusiastically,

“I think they’re set up on one of the separate islands, something about preventing too many minors from getting to it,”

She nodded, “I’ll have to check that out later, but we should focus on the worm.”

“Alright,” Rainbow Dash agreed, “So how do we find him?”

Cadance glanced around a bit, “Well he’s big, so it shouldn’t be that hard to find him in a crowd. I was hoping that he hadn’t wandered far, but it looks like…” She craned her neck to try and see further, “He isn’t nearby.”

“Can’t you call him or something?”

“That would be very loud, and if we’re trying to avoid attention…” She explained, “Not to mention if I did, he would not be walking towards me.”

“Ah,”

Doing her breathing exercise once, Cadance started to slow down. “We should have some time though, one of the vendors thought he was in a costume, so most others would probably think that as well. Though if somepony were to get too close then they might see that…”

“He’s not?” Rainbow Dash guessed,

Cadance nodded, “Even then, they might not even connect the dots, and think that he just isn’t a pony.”

“Is that any better?”

“Probably not, but here’s hoping. Though word might already be spreading.”

“Oh yeah,” Rainbow Dash scratched the back of her head, “Sorry about that,”

“Well you’re making up for it now. Let’s just hope that we either find him soon, or that ponies don’t care that the worm is among them.”

The next few minutes were spent searching, though it was far from effective. The crowd was unyielding and unpredictable. Ponies blocked nearly every move, and for every space they cleared, the previous one would be shuffled as individuals went about their business. It quickly became clear that they weren’t going to make much progress.

“There!” Rainbow Dash interrupted, pointing,

Cadance looked to where she was gesturing, and saw a purple form bobbing in between the rest of the crowd. They quickly began making their way toward it, weaving through the crowd as best they could. It only seemed to get denser as they got closer, and by the end of it Rainbow Dash was nearly pushing ponies out of the way, though Cadance kept a more reserved pace.

“There you are!” Cadance called out once they were in earshot, only to be immediately disappointed.

“What?” The pony in costume asked, turning to look at them.

Rainbow Dash facehooved,

“Oh,” Cadance said, forcing a smile, “I just wanted to say nice costume,”

“Well thank you!” The cosplayer said, before quickly turning back around.

It was not a nice costume.

“Ugh! This is going nowhere!” Rainbow Dash exclaimed, “How do we know if the worm is even still here?

“I was thinking about that, and I’m unsure if it would be better or worse if he left the festival.”

“Well where would he go?”

“Exactly,” Cadance said, “If he isn’t here, we don’t have to worry about him getting recognized, but if he’s not at the fairgrounds, then where else would he go?”

“Home?” Rainbow Dash tried,

“Not without me,” Cadance answered, “I could only think he’d leave for the open sky,” she gestured out to it, “Or he’d go to…” She turned around,

“The rest of Cloudsdale,” Rainbow Dash finished,

“Only if he left the festival to begin with, and I don’t think he has or will.”

“Why’s that?”

“Because I’m here,”

Rainbow Dash nodded,

Cadance let out a sigh, but then she looked up, “Do you want to fly up and try and spot him from the air?”

“We could if it wasn’t for the low fly mandate. Stupid rules.” Rainbow Dash grumbled,

Cadance took a moment to think of what else they could do.

“Should we split up or something? Cover more ground?” Rainbow Dash suggested,

“Yeah, but then you would have to find me again as well, and get the worm to follow you.”

“Point taken,”

“Okay,” Cadance began, closing her eyes and doing her breathing exercise again, “Let’s not get too worried about it. Nothing has happened yet, and the festival is still going. How about we just keep going around, experiencing the festival while also keeping an eye out? That way we can do what we came for and find the worm in the process.”

“We’ll do both? Okay sure, that works for me.”

“Great, then was there anything specific you wanted to do? Because there were a few things I saw earlier that I wanted to look at.”

Rainbow Dash shook her head, “Other than the exhibit nothing really. Though it’s on the other side of the fair.”

“We’ll make our way around to it again,” Cadance said, “That is, if you still want to come with me.”

“Sure, I don’t see why not.”

Cadance smiled, then brought forward her previously forgotten cloud candy to take another bite. They resumed walking down the main path in a much calmer yet still alert fashion, allowing them to actually stop and see what else the festival had to offer. Rainbow Dash only appeared to care about food at the moment, while Cadance began tracking down some of the items she saw earlier.

“So,” she began, clipping a badge she’d bought to her bags, “How’s Twilight?”

“Totally awesome,” Rainbow Dash replied, “Now that she’s got wings and all. Her coronation type thing wasn’t too bad either.”

Cadance gave her an odd look, “I know, I was there.”

Rainbow Dash paused, “Oh yeah… You were.”

“How is she adjusting?” Cadance rephrased, chuckling lightly,

“She can’t fly yet, unless you call falling flat on your face every time flying.”

“She is learning though isn’t she?”

“Yeah, I’ve been helping her, and I know she’s got her books as well. I’m just glad I didn’t have to teach her how to preen,”

Cadance shuddered, “You know I went through a similar experience when I became an alicorn.”

“Oh yeah?” Rainbow Dash asked, “What, did you also just pop out wings someday and have to learn how to use them?”

“Ha!” Cadance laughed, “No actually, it was the opposite,”

“What do you mean?”

She pointed to her horn, and Rainbow Dash’s eyes widened,

“Try learning the fundamentals of magic at the same age that most unicorns start learning intermediate spells.”

“So you were a…” Rainbow Dash began, “Oh… That’s why you go to this festival.”

“Not quite,” Cadance shook her head, “I only learned about the festival about the same time I started learning magic. Before I lived in Canterlot, I actually came from a predominantly earth pony town. In fact, both of my parents were earth ponies.”

Rainbow Dash furrowed her brow, and looked like she was about to say something,

“I was adopted,” Cadance preemptively answered, holding up a hoof.

“Oh, so why go to the festival?”

“If you were a pegasus that grew up around earth ponies, wouldn’t you want to find out more about your lineage?” Cadance asked, “That, and I was fascinated with the worm,”

“You knew the worm when you were a kid?”

“I knew of the worm as a kid, but I didn’t actually meet him until the wedding. Before that he was one of the statues in the garden, like Discord.”

“Jeez, how many of those things aren’t actually statues?”

“Too many,”

They both laughed a bit, only to be stopped a moment later. A pulse flowed throughout the cloud, shaking it slightly. Stands wobbled, and ponies tensed, causing the whole festival to fall silent. Several moments passed as everypony waited to see if anything else happened.

“Uh oh,” Cadance said as the festivities slowly began picking up again,

“What was that?” Rainbow Dash asked, “Is something wrong with the cloud? Do you think its structure rating is too low?”

“It’s not,” Cadance answered, “That’s the worm’s doing, I’m sure of it,”

Rainbow Dash gasped, “He’s not going to destroy the whole festival is he?”

“He shouldn’t if he knows what’s good for him, I specifically told him not to change the weather, but…” Cadance bit her lip, “It’s his first instinct to do so, something must have happened,”

“Something bad?”

“Most likely, though considering nothing else has happened yet, it was probably something minor.”

“So should we focus on finding the worm?”

Cadance thought for a moment, “If it happens again, but keep your eyes open, I have a feeling that ponies may be catching on.”

“Okay…” Rainbow Dash said, looking unsure, “I know what it’s like to fight your instincts, it’s hard,”

“I can imagine,” Cadance said, “What happened?”

“I was challenged to a race, a ground race,” Rainbow Dash explained, “My wings were tied for fairness, but the entire time I was just itching to use them.”

“Did you win?”

“Heh,” Rainbow Dash scratched the back of her head, “It actually was a tie, and I did end up using my wings at the end.”

“Oh,”

They continued walking for a moment, then another pulse swept over the festival. This one was stronger, and ponies struggled to find their balance. The stands were rattled, and thankfully none of them fell, which could not be said for what was inside them. Merchandise of all kinds were knocked down, with only the most stable of items staying where they were.

Deathly silence fell over everything, and Cadance and Rainbow Dash looked at each other for a moment.

“We should go find the worm,” Cadance said,

Rainbow Dash nodded, “How?”

“We follow his trail, come on, it came from this way,”

Making their way through the now uneasy crowd, they found it much easier to navigate due to the lack of movement. It took a much longer time for the activities to resume, though they were far from their original strength, and whispers started to permeate the air.

“We’re near the exhibit,” Rainbow Dash realized, “You don’t think that’s why…”

“It’s possible,” Cadance replied, “From what I understand the worm’s past is… not very good, and to be reminded of it… I don’t know, but keep a look out for him.”

The closer they got to the disturbances, the thinner the crowd got, and by the time they made it to the museum exhibit, there was hardly another pony in sight.

“He’s not here,” Cadance quickly noticed after looking around,

Rainbow Dash was hardly paying attention to her, she was more focused on what was displayed in the exhibit.

“Is that what I think it is?”

Cadance turned to look as well, and her jaw nearly dropped.

Right in the center of the display, held aloft by a multitude of supports and sectioned off with rope barriers, was a helmet. Not just any helmet however, it was massive, dull purple, and jagged. Two lightning-esque protrusions were fitted on each side, accented by small covered eye slits and an open mouth piece. It was clear just who it once fit.

“Wow,” Rainbow Dash was amazed, “They weren’t kidding when they said they brought something big.”

“He must’ve seen this,” Cadance deduced, reaching over to try and touch it, though it was just out of her reach,

“Look at what else there is,”

Off to the side, there was a much smaller helmet as a comparison, clearly one of the ones used by the pegasus army. Both helmets were bordered by huge plaques, with one going into detail about the properties and composition of the worm’s old helmet, including a diagram of its full plate armor. The other however, was different. It was a simple list of names, one that just kept going and going, with two large words written at the top.

Death Toll

Cadance stared at it, her eyes going down the incredibly long list, there must have been hundreds of names.

“You know…” Rainbow Dash began, her tone dropping as she looked over the plaque as well, “My great great great great… whatever grandfather died in the first battle,”

Cadance shook her head and looked at her, mouth open, “I-I’ve heard the stories, I know the numbers, but I’ve never imagined the scale. How?”

“Why don’t you ask him?”

She was speechless, and could only look at the floor as she thought.

“Come on,” Rainbow Dash turned away, “Let’s go find the worm,”

That knocked her out of her trance, “How?” Cadance repeated, “Why?”

“What?”

She looked back up, “Why do you still want to help me? Help the worm? How can you do that even after everything he’s done?”

Rainbow Dash stopped, “Look… I haven’t really thought about it, okay? But he has done some good right? That’s gotta mean something.”

Cadance didn’t immediately respond, and she cast glances back and forth between the helmet and Rainbow Dash. Before she could do anything though, a third pulse rocked the cloud, knocking both of them off balance. The rope barriers surrounding the exhibit thrashed wildly, and the pegasus helmet was actually knocked off its pedestal, though everything else managed to stay upright. There were no stalls or ponies nearby to give a better gauge of the severity, but off in the distance they could both see several stalls collapse in on themselves.

Screams followed.

“Something’s definitely wrong,” Cadance said, “We need to go, now!”

She dashed forward in the direction of the destruction, with Rainbow Dash following a moment after. By the time they made it back to the festival proper, another wave shook the foundation of the cloud, but it was not a mere pulse. The pressure in the air began to change, building tension all around them. Cadance stumbled as the cloud sank beneath her hoof, if nothing was done then the whole platform would either buckle from the stress or dissolve away underneath them.

Pushing passed the now disoriented fairgoers and recovering vendors, they both headed towards the epicenter of the disturbances. Despite what was happening to the rest of the festival, a crowd was gathered ahead of them. As they drew near, shouts and yelling filled the air, distinctly not ones of fear.

They both shared a look, then entered the mob. Pegasi of all types were riled up, stomping, shouting, jumping over each other to try and get a better view. All of it directed further inwards. Cadance bit her lip, and began making her way through the crowd.

It was tough, ponies refused to get out of the way, with others pushing past to get further themselves. Trying her best to keep her reserved demeanor, Cadance found herself being shoved and jostled, with Rainbow Dash experiencing the same thing not far behind, though she fought back harder.

Another pulse shot through the festival, and a wave of shock reverberated throughout the crowd, though they quickly returned to their agitation. Realizing that they won't be deterred, a new sense of urgency came upon Cadance, and she too began fighting her way forwards, something she found quite easy.

Rainbow Dash fell behind as Cadance made her way to the middle of the crowd, where a small clearing was. Pushing past the last few ponies, she gasped. She had expected the worm to be at the center, but she did not expect what laid around it. Paper bags and cups littered the ground around it, the food and drink that they contained strewn about, a lot of it splattered across the worm. There were also a few smaller pieces of merchandise, and a torn stuffed worm sat at the front.

Atop the blood stained cloud.

Things were still being actively thrown from the crowd, and a couple of ponies stepped forward menacingly. The worm snapped back, keeping them at bay, but the mob was coming in from all sides. Cadance saw electricity begin to arc between the worm’s mandible, and she decided to intervene.

"STOP!" She shouted, slipping into the clearing and running up to the worm.

It jerked around to look at her, clearly surprised, the charge it had gathered quickly dissipating. The crowd also stopped, falling silent and still as they stared. Rainbow Dash soon appeared at the front, and she eyed the whole scene as she took a step forward.

Cadance slowly turned, looking across the bewildered crowd one by one.

"Get away from it!" Somepony shouted, breaking the silence.

"Yeah!" Another voice called out.

"Wait!" Cadance responded, but the hate was already picking up again.

"Monster!"

"Beast!"

"No!" Cadance tried again.

"Murderer!"

"Destroyer!"

"You don't underst-" Cadance was interrupted as a bag of popcorn sailing through the air smacked her in the face.

Buttery puffs scattered across her mane, staining it, though she just stared at the bag as it simply fell to the ground. Deathly silence followed, the mob quickly falling quiet in both shock and anticipation.

Cadance reached up to pick a single kernel out of her hair, when a noise broke the silence. Frowning, she turned around, only to stumble as the cloud shifted beneath her. She steadied herself, then looked back up.

Electricity crackled within the worm’s mandibles, gathering in intensity until it could hold it no longer. It gave a low growl as arcs broke away and into the cloud, which began darkening rapidly. The area around the worm turned turbulent, and the wind picked up. A scowl upon its face, its spines fully extended, the worm began to rise up, the partially transformed storm cloud swirling up to meet it.

The worm was furious.

“Hey, hey,” Cadance began, trying to approach the angry beast, but found it difficult to do so. “No. What did I tell you? Stop right now.”

Her pleading went ignored, and the worm rose further, leveling its gaze with the crowd, particularly in the direction the popcorn came from. A deafening thundercrack echoed throughout the festival, causing the crowd to recoil in waves. Cadance winced at the sheer volume, but quickly went back to the worm.

“Hey! Look at me!” She desperately tried to get its attention, “You have to stop!”

The worm screeched, lighting ablaze, presumably to transform.

Cadance put her hoof down, literally, punching a hole in the cloud in the process. “I said STOP!” She commanded,

Immediately, the fire along the worm’s body extinguished, and the lightning arcing around it dissipated. It clicked a few times, then looked down at Cadance and tilted its head.

“Come down here right now mister.”

The worm chirped, before slowly lowering itself back down, the dark clouds falling with it a moment later, lightening ever so slightly

“That’s better,” Cadance said, “Now remember what I told you?”

The worm nodded weakly, holding its head down.

“Good, we’ll talk about it later.” Cadance nodded, turning around, “Now let’s-”

“Hey!” Somepony in the crowd shouted,

“What was that all about?!” Another joined in,

Cadance stopped, staring at the crowd in confusion.

“You control that thing?!” Somepony demanded,

“I-” She began,

“Get it out of here!”

“Make it leave!”

“Punish the beast!”

“What?” Cadance asked,

More and more ponies began casting their demands, shouting over each other, trying to be heard. Cadance frantically looked around, trying to process the requests, but there were simply too many, the constant shouting turning into an unintelligible mess. Just as she was about to put her hoof down for a second time though, one demand caught her attention.

“Kill it!” A voice was heard over the cacophony of others.

She did a double take, and quickly glanced in the general direction of the voice, eyes wide. She was only able to make out Rainbow Dash in front of the crowd, she was looking back, shocked, also trying to find the source of the demand.

“Kill it!” A new voice called out, behind them.

“Kill it!” Another off to the side.

“Kill it!” More caught onto the chant.

Rainbow Dash looked back at Cadance with a worried expression, which she returned. She glanced back at the worm, which was turning every which way as more and more ponies joined the chant.

“Kill it!”

“Kill it!”

“Screw this!” Rainbow Dash shouted,

Cadance turned to her in confusion, and watched as she dashed forwards. She took a step back as she began to circle them, her wing cutting into the softened cloud. Faster and faster she went, her telltale rainbow trail beginning to mix with the forming cyclone. Soon enough they were obscured from the mob, but before Cadance could breathe a sigh of relief, the ground shifted below them. It dropped a few inches, then slipped beneath the main platform, falling a fair distance as Rainbow Dash sealed the hole above them.

“Woah,” Cadance steadied herself as the cloud evened out,

The worm just looked around curiously.

“There,” Rainbow Dash dropped down next to them, “That won’t hold them for long though. You two should leave.”

Cadance looked at her for a moment, then gazed up at the cloud above them.

“No,”

“What?!” Rainbow Dash sputtered, “Didn’t you hear what they were saying up there?!”

“Yes,” Cadance nodded, “But we can’t leave, not yet, not like this.”

“I-” Rainbow Dash paused to think for a moment, her eyes darting back and forth. “Okay,”

Cadance raised an eyebrow, “Really?”

“Yeah…” Rainbow Dash nodded, “Yeah, I get why, it’s just… how?”

“Well you forgave him,” Cadance gestured to the worm, “Or at least you tolerate him. Why?”

“I still haven’t thought about it.”

“Then do so,” Cadance suggested, “And in the meantime…” She turned to the worm, passing her hoof over the smeared blood on the cloud, it had warped during the commotion. “You, are going to tell me what happened,”

The worm grunted, shaking its head.

Cadance just kept her gaze level with it, raising an eyebrow.

It whined, before finally speaking.

“I… leave… Ca-dance.” It began

To Be Continued...

Author's Note

More split chapters, look forward for the next part soon.

Sorry for the delay, but this time I have a legitimate reason for it: Jinglemas. So no complaining.

Hope you enjoy it.