My Little pony Adventures season 3

by Kayceejr91

Rating: everyone
Tags: Adventure, Flash Sentry, King Sombra, Twilight Sparkle, Slice of Life, Alternate Universe, Main 6, My Little Pony: Friendship is Magic, Spike
Length: 64168

Twilight Flash, and the pony gang are back for more thrills.

Things in Equestria are heating up the ponies are now closer then ever and the adventures are getting more exciting. But Sombra's plan is starting to come together and Equestria has no idea what's coming. New adventures new friends, and new villains Editor/co-written by Clegoguy

Zerora "Ah welcome friends to Equestria! A land of magic mystery, and where the sun is rise by Celestia.
But the question is are ready to hear an epic tale.
It is not something would hear of the mail.
A story about a young but brave and the bold street orphan named Flash Sentry and
a beautiful and brilliant Princess Twilight Sparkle of Harmony.
They and their friends will go on quest and journeys for sure.
So welcome friends to My Little Pony Adventures!
Oh, imagine a land, it's a faraway place

Where the magical Ponies roam

Where you wander among every creature and tongue It's chaotic, but hey, it's home
When the wind's from the east

And the sun's from the west and the sand in the glass is right. Come on down, stop on by. Spread your wings and then fly to another Pony Adventure
As you wind through the trees of the Everfree Woods

Through the timber wolf cluttered Vines You can see every beast

As you wind to east, Where the Tambelon palace shawls shines

Oh, the music that plays as you move through the maze of the Ponyville pure delight To this land you've arrived, now you have to survive yet another Pony Adventure

Pony Adventures

Yes Adventures indeed

More often than not, you'll find what you sought, If you even succeed

Pony Adventures Like a Magical dreams

This realm oh so rare, of magic and mares Is more than it seems

There's a path that may lead you to good or to greed Through the power your magic commands Let the darkness unfold or find fortunes untold Well, your destiny lies in this land

Only one may enter here One whose worth lies far within A diamond in the rough

Pony Adventure Like Equestrian days They seem to excite, take off and take flight To shock and amaze

Pony Adventures

Neath' Equestrian moons A foal off his guard could fall and fall hard
Out there on the dunes!"

Published 2021-09-26 03:40:00 UTC
Last updated 2023-02-05 05:26:28 UTC

The Baby Born part 2

A Baby Born part 2

"You want the baby?" Ask Flash "You have to go thought me!"

"And me!" Twilight join in.

"Like they said your going thought them!" Said spike as he hide behind Flash's back leg.

"Have it your way." Lightning Dust pounding her hooves together. She charged at Flash Sentry and flew him out the window.

"I guess it's just you me now princess." Chrysalis snarled

"Wrong it's just you." Said Spike. He reach over to Flurry Heart and gently tickled her, the little foul began to giggle and then teleported all three of them away.

Chrysalis then stood there dumbfounded and then hiss with anger. "ARE YOU KIDDING ME!?"

Spike Twilight and Flurry Heart reappeared in the library.

"Huh Spike how did you know that would work?" Twilight asked

"We've been watch her all day duh." Spike replied

"Great even your a better aunt then I am." Said Twilight with a sigh.

"Are kidding? Twilight you were protecting Flurry from those villains back there." Spike said

"Great job I did." Said Twilight "You and Flash pretty much did all the work."

"Yeah because we had the opportunity." Said Spike "You would have done the same thing if you'd had the chance."

"But I didn't," Said Twilight, "I'm starting to worry I never will."

"Twilight need I remind you that ya raised me and I turn out great?" Spike said with a confident smile.

A small smile came across Twilight's face.

"Thanks Spike," Said Twilight as she hugged him tightly, "Now let's get Flurry to safety."

Up in the snowy sky Flash fought agents the Shaodwbolt.

"Ooh you're tough," Said Lightning Dust, "I can see why Soarin likes ya."

"Well I can certainly see why he doesn't hang around you anymore," Flash said

"You don't know anything about that!" Lightning Dust frowned as she punched him in the gut, only for him to elbow her in the back.

Back on the streets of The Crystal Empire

Applebloom Sweetie Belle, and Scootaloo race after the Zeb and Cujo.

"Get back you varmints!" Shouted Applebloom

Just as the three fillies were able to canner them a large shadow gapped a hold of them.

"Did you forget my powers you sweet little fillies," Said Zeb

"Ha! You dumb brats this was a trap!" said Cujo, "Now it's back time!"

"You're darn tootin' about that!" Applejack said as she and Rarity charged at the diamond dog.

Applejack gave him a good buck in the gut sending him to the wall.

"And as for you, you uncouth charlatan!" Rarity stated pointing an accusing hoof at Zeb.

"Well, that's my cue to make an exit!" said Zeb.

His shadow gathered around him with the Crusaders still in it's coils. It then dragged him and the girls up the wall with the Crystal Heart still in hoof.

"Hey you dumb stripped mule! What about me!?" Cujo yelled up at his so called ally.

"I'll leave you to deal with these two," Zeb said brushing him off.

Meanwhile Rainbow Dash, Soarin, Cheese, Pinkie, Thunderlane, Fluttershy, and Discord were still held hostage by Ma Hydia's Spell.

"Not so cocky now? Are ya' ponies?" Ma Hydia snarled happily.

"Why don't you let me out of here, and I'll show you just how confident I am!" said Rainbow Dash putting her hoofs up.

"Save you're strength pony," said Ahuizotl sitting comfortably on a Crystal Bench, "Not even the Lord of Chaos himself can escape from that spell.."

"He's right," said Discord shrugging.

All of a sudden Zeb crawled down from a building, his shadow still holding onto the Cutie Mark Crusaders.

"I've got a few more for you fellas," said Zeb with a toothy grin.

His shadow tossed the fillies in the air, where Ma Hydia grabbed ahold of them with her magic. She then placed them inside of the forcefield with the rest of the ponies.

"Are you girls okay?" asked Fluttershy as she grabbed ahold of Sweetie Belle and Applebloom.

"But Aunt Holiday," said a dazed Scootaloo, "Pinkie Pie ate all of the iced cream.."

"Hey! How did you know that!?" Pinkie asked in a panic.

"All right now! You've got us," said Rainbow Dash comforting Scootaloo, "Now what are you going to do with us!?"

"Absolutely nothing," said Ahuizotl confidently, "You're not the one's were after.."

"Plus as long as we have this," said Zeb holding out the Crystal Heart, "We hold all of the cards.."

"By the by," said Ma Hydia turning to the Zebra, "Where's Cujo? Wasn't he with you?"

"Oh he nobly decided to stay behind to allow me a chance to escape," Zeb said brushing his hoof on his jacket.

Back in the alleyway, Rarity had Cujo pinned to the ground while Applejack hoofed him repeatedly in the face.

"That..! Zebra..! I'm gonna..! Tear him..! APART!" Cujo shouted in between punches.

"Where are our sisters ya varmint!" Applejack yelled as she continued to punch Cujo, "Spill It!"

"Those brats are is least of your worries," Cujo said with a smirk, "We're after a much smaller brat!"

"Flurry Heart!" Both mares shouted in realization

"Wait, how did you know who I was talking about!?" Cujo asked

"Ya'll ain't the sharpest tool in the shed, are ya Cujo?" Applejack stated.

Furious, Cujo kick both her and Rarity off of him.

"Sharp enough to get away from you ponies!" Said Cujo as he ran off and lauging.

Rarity flashed her horn and suddenly Cujo was trapped in a light blue glow.

"Apparently not sharp enough!" smiled Rarity.

Back in the Crystal Library

Twilight, Spike, and Flurry Heart were running about the bookshelves looking for a place to hide.

"Do you have any idea where your going Twilight?" ask Spike.

"No, but we need to keep Flurry safe!" Said Twilight.

"Why bother," Spike stated, "It'll take Chrysalis hours to find us!"

Suddenly there was a large crash from a stain glassed widow high above them.

"I know your here somewhere ponies!" shouted the former Changeling Queen.

"How the heck did she find us so fast!?" Spike asked in a panic.

"She's a Changeling Spike!" Twilight exclaimed, "She can sense love from a mile away! And Flurry Heart is filled with Love!"

Flurry Heart giggled to herself trying to look cute.

"I smelled that is it you, ya little brat!" shouted Chrysalis crashing through the maze of bookshelves.

"RUUUUUUUUUNN!" shouted Twilight as a hailstorm of books rained down upon them.

Back in the skies Shining Armor and several pegasus guards were searching the city for the Crystal Heart.

"Hurry Stallions!" Shining Armor shouted, "The weather is getting worse!"

It was true, a large blizzard was soon forming of the entire Crystal Empire.

All of a sudden, the figure of two struggling pegasi flew past crashing into a nearby tower.

"Flash Sentry!" exclaimed Shining Armor in disbelief.

The Alicorn Prince looked over to see Lightning Dust pinning Flash down to a nearby wall.

"Shining Armor!" Flash stated as he struggled to keep Lighting Dust back with his sword, "Sombra's..! Force..! There after Flurry Heart!"

"WHAT!" shouted Shining Armor as he quickly flew back towards the castle.

"I'm surprised you were able to keep me back with only a flimsy sword," smiled Lightning Dust, the sword being the only thing separating her from Flash, "But it doesn't matter.. Soon we'll have ahold of that little Alicorn.. And he'll be on a one way trip straight to King Sombra!"

"NOOOOO!" shouted Flash angrily.

All of a sudden, Flash's Blade of the Shining Light began to glow like never before. As he drew his blade, a bright bean of golden light suddenly shot forth from it and blew Lightning Dust away.

"YAAAAAAAAAAAAAAAAaaaaaaaaaaaaaaaggggggggghhh!" shouted Lightning Dust as she was blown all the way to the other side of the Crystal Empire.

"Huh..? That's new.." said Flash Sentry looking at the Blade curiously.

"aaaaaaaaaaaAAAAAAAAAAAAaaaaaaaaaaaaaaaaaaa!" continued Lightning Dust as she continued to sail through the sky past the other Villains.

"Did anyone else here that?" asked Zeb as he looked up at the sky curiously.

The rest of the villains were quickly getting bored of watching over the ponies and Discord, still trapped in Ma Hydia's magic prison.

"Uggghh.." growled Ma Hydia as she leaned down, "Where is that Chrysalis!? I'm gettin' tired of holdin' these ponies prisoner!"

"YAAAAAAAAAAAAAAAGGGGGGHHHHHHHH!" screamed Twilight and Spike.

They raced trough the Library carrying Flurry Heart. Entire shelves of books collapsed behind them as a furious Chrysalis gave chase.

"And where is Cujo?" asked Ahuizotl, "He should have ben back with the rest of those ponies by now!"

"Start talkin'!" shouted Applejack, "What are ya'll plannin'!"

Rarity held up Cujo by his neck with her with her magic, a furious look on her face.

"AckgigaBakgabkgabkgabk..!" the Diamond Dog sputtered as he struggled to breath.

"Um Rarity," said Applejack, eyeing Cujo with concern, "Maybe you should loosen you're grip on him?"

"Not until this Ruffian tells me where my Sweetie Belle is!" Rarity growled.

"He can't tell ya anything if he can't talk," pointed out AppleJack.

"Oh, fair point," said Rarity in a moment of realization.

She released her magic dropping the Diamond Dog to the ground with a splat. Cujo quickly picked himself up and made another run for it.

"Finally! I'm Free! I'm free.."

A large anchor suddenly slammed down on the Diamond Dog from above.

Rarity and Applejack looked upwards to see Trenderhoof and Troubleshoes riding atop of their blimp.

"Sorry were late ladies!" Trenderhoof said confidently, "But we got the Blimp!"

Applejack and Rarity looked at each other in confusion.

"But, we took a train here," Applejack pointed out.

"Look! Do you want to question every detail, or do you want to save the Crystal Empire!?" Trenderhoof pointed out.

Back in the Library Twilight and Spike were hiding behind the checkout counter quivering as they held onto Flurry Heart.

"I know you're here somewhere Princess," said Chrysalis as she slowly approached, "I'm going to rip you both limb from limb.. And then I'm going to grab ahold of that baby.."

Flurry Heart could tell that Twilight and Spike were nervous. As Chrysalis slowly approached the desk, she suddenly teleported.

The young Alicorn baby suddenly appeared directly in front of Chrysalis.

"Flurry Heart!" said Spike leaping over the desk, "NOOOOOOO!"

"Finally!" said Chrysalis grabbing ahold of a smiling Flurry Heat, "I've got you, You Little..!"

All of a sudden Flurry Heart teleported..

She and Chrysalis found themselves high above an active volcano in the middle of the ocean.

"AaaaaaaaaaaaaagggGHH!" shouted Chrysalis as she and Flurry Heart fell towards the lava.

Flurry Heart teleported again..

This time she and Chrysalis found themselves surrounded by a pack of Timber Wolves.

Just as the wolves were about to pounce Flurry Heart teleported again..

This time they were in outer space. Flurry Heart had a bubble of magic around her head, but Chrysalis couldn't breath.

As they teleported again, a strange brown stallion peaked his head out of a blue Police Box in confusion.

Back in the Park, Zeb and Ma Hydia were playing cards as they waited for Chrysalis's return. The ponies were quickly getting annoyed inside of the bubble.

"Got any Three's?" Ma Hydia stated.

"Go Fish!" Zeb replied.

"Uuuuuuuugh," groaned Rainbow Dash, "How much longer is this gonna go on for?!"

"Just Chrysalis get's back with the Crystal Empire's little bundle of joy!" Ahuizotl replied with a smile.

"Oh, so basically we're gonna be stuck in here forever," grumbled Soarin.

"Yeah," chimed in Scootaloo, joining in on the taunting, "Cause there's no way you guys are ever gonna get ahold of the.."

All of sudden Chrysalis appeared in front of the villains holding a giggling Flurry Heart. She was dazed and confuse, and her mane was slightly on fire.

"Oh Come ON!" shouted Sweetie Belle in Disbelief.

"Finally!" said Ahuizotl, taking the baby from Chrysalis, "The first Alicorn born in a thousand years is ours!"

Good!" shouted Chrysalis as she hid behind Ma Hydia, "Now Keep Her Away From Me!"

"Awwww.. Is ol' Queen Chrysalis afraid of the Tiny Tyke," Ma Hydia taunted.

"No, but Ya'll should be afraid of us!" A voice shouted from above.

The villains looked up to see a large purple charging straight for them. Applejack and Rarity were at the wheel, furious looks on there face.

"Um.. Could you please be delicate with our blimp.. Please.." mumbled Trenderhoof trembling besides Troubleshoes.

"Stay out of this!" Both mares yelled back at him.

The villains stared as the blimp charged downwards directly towards them.

"Oh no.. What are we gonna do?" muttered Zeb sarcastically.

Ma Hydia waved her staff and Applejack, Rarity, Trenderhoof, and Troubleshoes appeared inside the bubble of magic with the others.

Everypony and Discord gave the four ponies a look.

"Hehe, I meant to do that!" Applejack said nervously.

"Alright!" said Thunderlane glaring at the villains, "You've got what you wanted, now let us out!"

"Oh, did we forget to mention that Titan magic works a little differently than ordinary magic," Ahuizotl smiled wickedly.

"What do you mean by that!" asked Thunderlane raising an eyebrow.

"That thar spell can't be broken!" Ma Hydia Cackled, "It's gonna last fer Eternity!"

"WHAT!" all the ponies exclaimed at once.

"Don't worry," smiled Zeb, "We're almost certain it will wear off in about a thousand years.."

"A THOUSAND YEARS!" Everypony exclaimed in a panic.

"Boy, this is gonna be a long eternity.." Discord grumbled to himself.

All of sudden Flurry Heart began to giggle. As her horn began to glow, the bubble suddenly vanished releasing the mares, stallions, Crusaders, and Discord.

The villains stared in disbelief.

"Um, did I forget to mention that Titan Magic can be undone by the magic of a pure bred Alicorn.." Ahuizotl stated nervously.

"Oh great! Now he tells us!" Chrysalis growled.

"Well at least can't get any worst." Said Zeb

"I wouldn't bet on that!" A voice shouted from behind. The villains turned to see Flash Twilight and spike floating above them.

"Charge!" Spike shouted.

All the ponies leaped on top of the villains at once and began tussling them, as they fought they failed to see the sly Zeb sneaking away with Flurry Heart unotice.

"YOU!" A voice shouted Zeb then turn to see Cujo.

"I can't believe you left be behind back there! You back and white donkey!"

"SSHhhh!" Said Zeb trying to hush the diamond dog.

"Don't you shush me!" Shouted Cujo "Do you have any idea what I've been thought! When I'm done with you..."

"Ahum!" A voice of Rainbow Dash said

Zeb and Cujo then turn to see the ponies and villains glaring at them.

"The baby is all yours!" Zeb said giving Flurry to Cujo, "I wish you luck my friend."

He then shadows away just as several ponies tackled Cujo to the ground but only for Ahuizotl to get away with her.

"Ha! Sombra will be so please that I have personally retrieved the..." All of a sudden Rainbow Dash swopped down and grappled the baby from the Ahuizotl's claws. "HUH?"

"Better luck next time sucker!" Rainbow said

"Rainbow Dash!" She then turn to see Twilight hooves up, "Pass her to me! I'm open!"

Rainbow smiled and pass the alicorn baby to her friend.

"Psych!" Stated Chrysalis as her Twilight disguise faded away.

"Oh no you don't!" Said Scootaloo as she and rest of the crusaders zoomed by and grabbed the baby out of the Chrysalis's hooves.

"And it is a beautiful day for sports!" Said Pinkie Pie into a microphon,. "As the Cutie Mark Crusaders zoom down the field with the baby in tow!"

"That's right Pinkie!" Said Cheese co-commenting "But here comes Ma Hydia charging down the field!"

"But Scootaloo passes the baby to Applebloom," Pinkie Pie continued, "Who passes it to Applejack, who passes it to Rarity, who passes it to Spike, who passes it to Soarin, who passes it to Thunderlane.. And interception by Cujo!"

"HA!" Said Cujo. "I got the baby! I got the Baby! I got..." He suddenly slammed right into Troubleshoes.

Troubleshoes then toss the stun diamond dog and gapped Flurry Heart.

"Oh no you don't!" A voice shouted from above.

Lightning Dust charge down like a bullet and gapped Flurry Heart from Troubleshoe's hoofs.

As she zoomed back up into the air.

Soarin and Flash gave chase, boxing her in.

"Hey Dust remember me?" Soarin said bumping her.

"Or me?" Said Flash as he did the same.

"Oh how can I forget!?" snarled Lightning dust "See if you remember this!?" Lightning twirled knocking both pegasus aside.

Flurry Heart laughed as he did so.

"You know kid your actually kind of cute." Said Lightning Dust. "It's a shame I have to take you to Sombra. But this won't be anything new I was pony-napped when I was a foul too."

Just as she was about to reach the walls of the city, a bright pink glow held her in place.

"What the!?"

"Give use back our baby!" A voice growled from above.

Lightning dust then looked up to see Shining Armor and Cadance glaring down at her.

"You want her?" Said Lightning dust with a smile. "Go get her!"

She suddenly dropped Flurry Heart.

The baby could be heard giggling her way to the ground down below.

"NO!" Shouted both parents.

They quickly zoomed down words trying to catch their baby.

The two parents try desperately to catch up with their baby as Flurry Heart fell closer and closer to the ground.

Just as she was about hit a hard patch of ice, a bright purple blare swooped by and intercepted her.

"It's alright sweet heart!" Said Twilight Sparkle "Your auntie Twilight have got you!"

The little alicorn giggled as she saw her auntie.

"An there safe!" Pinkie Pie shouted. "Princess Twilight had single hoovenly intercepted Flurry Heart and once again save the crystal empire!"

"Enough!" Said Ahuizotl as he toss Pinkie Pie aside.

"Hand over the baby now or we'll smash the crystal heart intro pieces!"

Everypony watch in horror as he lifted the crystal heart high above his head preparing to throw it down.

Spike gritted his teeth nervously.

"Okay here you go!" Spike said as he handed Ahuizotl the bundle of joy. "Be sure take good care of her and give her a nap at four."

"Spike!" Shouted everypony in disbelieve.

"HA HA HA! Finally!" Laughed Ahuizotl "Ma Hydia teleport us out of here we have a special delivery for Sombra!"

With a wave of Ma Hydia's staff the villains vanished. As they did so the crystal heart began to fall to the ground.

Spike leaped forward and caught just before it hits the snow bank.

"Spike!" Shouted Rainbow Dash in disbelieve. "I can't believe you just did that!? How could you just let jerks take Flurry Heart."

"What about Flurry Heart?" Said Twilight floating down. They young alicorn was still in her hooves slumbering soundly.

"HUH!?" Said everypony in disbelieve.

They all looked at Twilight holding the baby and then looked back to Spike.

"But if she there?" Said Flash "Then how did you?"

"Never mind!" Shouted Spike holding up the crystal Heart. "WE got to get this back before this place freezes over!"

The ponies all raced back to the crystal places the streets were quickly being covered in snow and the builds where starting to ice over.

"We-we-we're not going to-to-to make it!" Said Pinkie Pie with her teeth chattering.

Twilight Sparkle looked up to Spike riding on her back, she quickly flew up towards to castle with Spike holding on tightly. As they reach to top most tower spike leaped off and place the heart directly on top of the castle. There was a bright flash of light and soddenly all of the snow and ice in the crystal empire was blown the light cleared the crystal empire was warm and green again and every pony and Spike had a bright crystal coat.

"I'm starting to get use to this." Whispers Scootaloo to Applebloom.

Later on Shining Armor and Hrimfaxi were in the throne room. The other looked on nervous as the alicorn of lightning glared at him.

"Well Shining Armor seems as if you saved the crystal empire."

Shining Armor smiled sheepishly.

"But that don't not change the fact that this entire incident was you're fault and feather more..."

"Oh would you cut it out already."

Everypony turn to the window as a bright blue light entered the room and suddenly grew larger in the forming the shape of a beautiful blue pony.

"Princess Luna!" Said Twilight "What are you doing here?"

Luna then trotted over to Hrimfaxi with a strand look on her face.

"You hardly were perfect when you became a father and our daughter turn out and Cadance turn out great."

"Thank you mom." Said Cadance hugging Luna.

"MOM!?" Everypony shouted at once.

"Did you know that Luna was Cadance's mom?" Rainbow Dash asked Twilight.

"I had no idea!" Said Twilight in disbelieve.

"Even we didn't know that," Said King Nightlight next to his queen.

"Do you're self a favor you big horn head, lay off!" Luna said to her husband, "Or I'll use the royal Canterlot voice on you."

"But dearest..."

"SILENCE!" Luna shouted with a loud boom.

"Yes dear.." said Hrimfaxi

"At least we know who wears the pants in that relationship!" said Big Star

"You don't wear the pants in your relationship!" Said Shooting Star

"DohoHohoHohoHo!" the two old ponies laughed out loud.

Luna approach Shining with a smile, "Not to long ago, I learned to love someone who love me for who I was, instead who what everypony had wanted me to be." She smiled over to Hrimfaxi who blushed, "Thanks to him I was able start a family of my own."

Cadance walked over to Shining Armor with Flurry Heart in her hoofs, "Starting a family is never easy, and neither ruling a Kingdome, but they're much easier to handle when you not doing them alone."

Shining Armor then hugged Cadance and Flurry Heart.

"Aww," Said Applebloom and Sweetie Belle

"EWWW," Said Scootaloo gagging along with Rainbow Dash

"You definitely won't do it alone," Said Twilight approaching her brother, "We'll all be here to help you out too."

"Yeah!" Said Flash, "Just give us a heads up before the next time you want us to watch Flurry Heart."

"And bring a helmet," Spike chimed in.

Everypony laughed.

"By the way," said Fluttershy, "Has anypony seen Discord?"

"Oh, he's a little busy right now," Spike chuckled.

Back at Sombra's castle, the numerous armies of minions were finally getting along with each other.

"And bam!" said Cocoon, "The Squid King is defeated!"

"Huzzah!" shouted the three diamond dogs in excitement.

"Aw Dang," said one of the Grundle's, "Best two out of three!"

All of a sudden a large arguing coming out in the hallway.

"What do you mean you got the baby!?" said Cujo, "I would have got her if this jerk hadn't left me behind."

"Oh come now my friend," said Zeb patting Cujo on the shoulder, "We both know that you were more than capable of getting you're tail out of there on your own!"

"Huh," said Cujo, "I guess you're right.."

"After all, you are King Sombra's favorite minion," Zeb continued.

"You're right," said Cujo with a smile, "And that is why I should get credit for capturing the baby!"

"YOU!" shouted Chrysalis, "If anyone should get the credit, It's ME! I'm the one who actually capture the little thing!"

"..And let it get away," said Lightning Dust rolling her eyes.

"Excuse me!" Ma Hydia stated, "But I was the one who captured them thar ponies!"

"With my brilliant plan!" Ahuizotl pointed out.

The six villains continued to argue as they headed towards the throne room. They were so busy arguing that they hadn't realized they had already reached Sombra's throne.

"Ahem.." a large menacing voice coughed out.

The villains looked upwards to see Sombra glaring down at them, Catrina by his side.

All of sudden Zeb slipped out of the group and held out a bundled object to Sombra.

"You're Majesty!" said Zeb, "You'll be pleased to know that we as a group personally got ahold of that baby Alicorn for you.

"Wait!" said Ahuizotl, looking at his empty claws, "When did he..?"

Sombra smiled a wicked grin a floated the infant wrapped in a blanket up to him.

"I don't mean to toot my own horn," smiled Zeb adjusting his tie, "but I believe a large part of the credit for this capture should go to me!"

The rest of the villains snarled a the con artist.

"At long last.." proclaimed Sombra, "A pure blood Alicorn is in my hooves.. With this child's power I shall rule all of..! WHAT THE!"

Sombra suddenly noticed the face of the baby looked all to familiar. At had a unicorns horn, an antler, two black beady eyes of different sizes, and a large snaggle tooth.

"DADDY!" shouted Discord as he shot out of the blanket and gave Sombra a big wet kiss.

To the villains horror Discord leapt out of the blanket and began dancing atop of Sombra's throne.

"Hello Mommy! Hello Daddy! It's so nice to be here with you now! Woo!" the Draconquus sang, and with a snap of his fingers he was gone.

A small piece of paper suddenly floated down from the puff of smoke Discord had left behind, and landed on Sombra's nose.

Sombra held out the piece of paper in front of him and read it, "Dear Sombra.. YOU'VE BEEN HAD!"

Pillars of flame shot out from behind the wicked king's throne. His eyes glowing green with flames of anger.

"Like he said!" Cujo stated nervously pointing to Zeb, "He deserves all the credit!"

"YOU IDIOTS!" Sombra roared at his minions, each one trying to hide behind the other, "I SHOULD DESTROY YOU ALL HERE WHERE YOU STAND FOR FAILING ME! Ugh, but then I'd have to go to the trouble of replacing you.. So instead, I'll just have to demote all of you!"

"Demote Us!?" all the villains shouted except for Zeb.

"Take a good look at the creature next to you.." continued Sombra, "because from now on, all of you will have to work together to get those remaining keys!"

"But, what about our armies?" said Chrysalis in a panic.

"Catrina will be leading you're armies from this point forward!" said Sombra pointing to the smiling cat, "And if you ever want them back.. You will defeat those ponies.. AND YOU WILL GET ME THOSE KEYS!"

As Sombra stormed off, still fuming, Zeb shrugged his shoulders, "Fine by me.. I never had an army to begin with!"

All the other villains glared down at Zeb.

"Uh-oh," said the Zebra sweating bullets.

Even from outside of the castle, the growls and roars from Sombra's minions could be heard amongst Zeb's cries for mercy.

Thundershy

Thundershy

It was a nice beautiful day in the Tambelon gardens. Fluttershy and Angel Bunny were walking down the path together.

"Oh Angel, thank goodness we were able to finish up these errands. I would certainly hate to disappoint the King and Queen," Fluttershy chimed.

Angel Bunny nodded his head and continued to hop down the path with a basket. All of a sudden the small white rabbit noticed something. He desperately waved his paws in the air trying to warn Fluttershy.

"What is it Angel," Fluttershy pondered watching her rabbit friend, "There's something in the sky?"

Angel Bunny frowned. He continued his gestures, hopping up into the air and slamming down to the ground face first.

"There's something falling from the sky?" Fluttershy guessed.

Angel Bunny scowled and turned Fluttershy's head around. The yellow pony looked up to see a large tree was beginning to lean over right in their direction.

"Huh! That tree is going to fall.. Right on top of us!" Fluttershy gasped.

Angel Bunny pawed himself on the face. The trunk of the tree slowly crinkled and cracked away, until finally the tree dropped right towards the two of them.

Fluttershy clutched onto Angel Bunny tightly as the shadow of tree began to engulf them. All of a sudden a bright flash of black lightning zoomed down and swooped Fluttershy and Angel Bunny up.

As Fluttershy opened her eyes, she realized that she and Angel Bunny were in hooves of Thunderlane. The guard pony flew them up to the top of the wall, and set them down.

"Are you all right Fluttershy?" Thunderlane asked with concern.

"Oh yes.. Thank you so much for recuing me and Angel," Fluttershy replied.

"Hm-hmm.. No problem Fluttershy," Thunderlane coughed, "Just doing my duty as a Royal Guard.."

"Well, I best going," said Fluttershy picking up Angel and flapping into the air, "I promised Angel Bunny that we'd go on a picnic after we finished the royal errands."

"Yes, yes.. Very good," said Thunderlane trying to avoid eye contact, "Carry on.."

He looked away as Fluttershy flew off into the distance. When she was finally out of sight he gave a large sigh.

"That the was one of the saddest things I ever saw in my life.." said a voice behind Thunderlane.

The black pegasus turned to see Cheese Sandwich and Soarin snickering behind there friend.

"..And I've seen quite a lot of things!" proclaimed Soarin mockingly.

"Oh, the things he's seen!" said Cheese joining in on the joke.

Thunderlane frowned at the pony's laughing and egging him on, "Aren't you two supposed to be guarding the northwest wall?"

"We are on the northwest wall," pointed out Soaring, "Aren't you supposed to be doing recon over the castle?"

Thunderlane blushed, "I.. Well.. That is.. I was right in the middle of it when I noticed that Fluttershy was in trouble!"

"Oh right Fluttershy.." said Soaring ribbing with Cheese.

"In trouble.." said Cheese joining in on the fun.

Thunderlane Scowled, "Just what are you trying to imply?"

"Just admit it Thunderhead," said Soarin with a smile, "You were spying on Fluttershy because you LOOOOOOVE her!"

"That's none of your business!" said Thunderlane, his face quickly growing red, "Now why don't the two of you get back to work!"

Thunderlane flew back up into the air in a huff. He rolled his eyes at the two ponies still laughing on the wall below. When he finally got up into the air and was far out of their line of sight, he slumped over in disappointment.

"Oh Fluttershy, what am I going to do.." sighed Thunderlane.

Later that night, Thunderlane was in the Royal in the Barracks enjoying a book. Numerous guard ponies were enjoying dinner with him in the Royal mess hall. Across the room from him Soarin and Cheese could be seen making kissy faces at him as they enjoyed there dinners. Thunderlane growled, and tried his best to bury himself within the pages of his book.

"Hey Thunderlane.." a voice chimed in behind him.

"WHAAAAAAAAAAAAAAAAAAAAAAT!" shouted a furious Thunderlane into the face of the pony behind him.

A dumbfounded Flash Sentry looked into Thunderlane's face confused.

"Flash..!" panicked Thunderlane as he tried to salute, "I mean Captain..! I'm so sorry! That is to say..! I didn't realized that..!"

"Whoa, whoa! Buddy, get a grip!" proclaimed Flash, trying to grab ahold of his panicked friend.

"Ugh.. If only those two would get a grip," said Thunderlane pointing to Cheese and Soarin.

"Oh boy, what have those idiots done now," said Flash rolling his eyes.

"Nothing much," proclaimed Thunderlane, "There just wearing me down to my last nerve!"

Flash glanced over to Cheese and Soarin who were now mouthing the words, "K-I-S-S-I-N-G!"

"This wouldn't happen to have anything to do with Fluttershy would it?" asked Flash raising and eyebrow.

"Was it that obvious," asked Thunderlane with a sigh.

Flash sat down beside Thunderlane, "Listen buddy, why don't you just tell Fluttershy how you feel already?"

"It's not that simple Flash," said Thunderlane with a sigh, "I've had these feelings for Fluttershy for as long as I can remember. Even when I was a colt I had feelings for her."

"Sounds like it's about time you asked her out on a date," pointed out Flash.

"I couldn't possibly do that," sighed Thunderlane, "Fluttershy is such a delicate, sensitive thing.. She would never be interested in a violent brute like me."

Flash rolled his eyes, "Look, take it from a guy who waited way to long to ask a filly out.. All because those two idiots were mocking him.. There's no time like the present!"

Thunderlane slumped over in indecision.

"And just between you and me.. What do those two idiots know," Flash said pointing to Soarin and Cheese, "They don't even have girlfriends!"

Thunderlane began to chuckle, and then the two Stallions laughed together.

A short time later, Thunderlane trotted over to Fluttershy's cottage, on the outskirts of the palace. Numerous royal animals of every size and shape slumbered outside of it soundly. As Thunderlane approached the door, he paused and prepared himself on what to say.

"All right then, here we go.." Thunderlane stated practicing his lines, "Fluttershy, we have been friends for quite some time now.. Therefore I believe it is time we became more than friends.. Would you please accompany me for a lovely evening on the town.. There will be fun and joy and merriment.. That should do it!"

Thunderlane was about to knock on the cottage door, when he suddenly froze, "I can't.. I just can't.."

The pegasus turned and began to trot away sadly. He was so down on himself, that he failed to notice the long stripped tail lying directly in his path.

"RAAaaaaoooooOOR!" a large tiger roared as it was awakened from it's nap.

"Uh-Oh," mumbled Thunderlane.

The great beast began to chase the pony back and forth around the cottage much to Thunderlane's terror. The noise was so loud, it woke up all of the other animals in the yard. A light turned on from within the cottage, and Fluttershy stepped out rubbing the sleep from her eyes.

"Stripykins!" Fluttershy cried out in a panic, "You stop this behavior this instant!"

The tiger screeched to a halt in midair, just as it was about to pounce on Thunderlane.

Fluttershy gave the stiped cat a stern look, "You know better than to pounce on other ponies."

The tiger landed on it's feet and grumbled to himself as he slowly walked away from a startled Thunderlane.

"Thunderlane?" called out a confused Fluttershy, "What are you doing here so late?"

With the tiger gone, Thunderlane quickly regained his composure, "Fluttershy..! Um.. Lovely evening isn't it?"

"Oh, yes," said Fluttershy with a shy smile.

Thunderlane coughed into his hoof, "I hear that it's going to be a lovely evening tomorrow as well.."

"I suppose it is," said Fluttershy sheepishly.

The animals around the cottage glared at Thunderlane, impatiently waiting for him to get to the point.

"Say.." said Thunderlane, sweat dripping down his brow, "Since it's supposed to be such a lovely evening tomorrow.. Why don't we spend it together?"

"Oh," said Fluttershy, "Well that sounds lovely!"

"Yes," said Thunderlane with a nervous smile, "Yes it does!"

"I'll tell Twilight and the others," Fluttershy continued, "and you can tell the boys.. And we'll all.."

"NO!" cried out Thunderlane with a start, "I was thinking we would spend tomorrow evening.. Just the two of us?"

"Oh," said Fluttershy, "I suppose that would be nice.."

"Yes," said Thunderlane nervously, "Very nice indeed!"

"Well, this has been...strange," replied Fluttershy as she walked back into her cottage.

"Yes.. It certainly has," replied Thunderlane blushing brightly.

"Well.. I'll see you tomorrow then," Fluttershy stated holding the door.

"Yes you will," replied Thunderlane.

The stallion watched as the young mare, slowly closed her cottage door shut. When she was finally out of view he heard a small clapping sound at his hooves.

Thunderlane looked down to see Angel Bunny clapping his paws very slowly at Thunderlane's performance.

"Knock it off," growled Thunderlane to the small bunny.

The next morning the mane six were all enjoying breakfast at there favorite café.

"Aww yeah," said Rainbow Dash pumping her hoof, "I'm telling you guys.. Sunset tonight.. The six of us.. In Cloudsdale.. At the Wonderbolt Finals!"

The other mares smiled at there friend's excitement.

"Sorry Rainbow Dash," said Fluttershy sipping her tea, "I can't make it tonight.. I have other plans.."

"WHAAAAAAAAAT!" cried out Rainbow Dash in utter horror, "How can you have plans tonight!? We've been planning this for months! It's the Wonderbolt Finals!"

"I'm sorry Rainbow," said Fluttershy with a smile, "But I had a change of plans at the last minute.."

"What's going on Fluttershy!" asked Twilight curiously.

"Is there something going on Sugar Cube," Apple Jack asked in confusion.

"Teehee.. It's the funniest thing," Fluttershy chuckled to herself, "but Thunderlane asked me to spend the evening with him tonight.. Just the two of us.."

Everypony at the table suddenly stared at Fluttershy, blank expressions on their faces.

"Thunderlane asked to spend the evening with you?" Twilight asked raising an eyebrow.

"That's right," said Fluttershy with a smile.

"Tonight?" said Rainbow Dash crossing her arms, "Just the two of you?"

"Is there something wrong girls," asked Fluttershy looking confused.

The ponies all looked at each other gritting there teeth.

"Well Darlin," said Rarity smiling nervously, "It sort of sounds as if Thunderlane has asked you out on a date."

"A Date!" said Fluttershy nearly leaping out of her seat, "Why would he do that?"

"Uh, because he has a massive crush on you.." stated Rainbow Dash.

"WHAAAAAAAAAT!" cried out Fluttershy nearly falling back in her seat.

"You seriously didn't know?" stated Twilight in disbelief.

"Even I knew that one!" said Pinkie Pie matter of factly.

"But I.. I didn't.. That is to say.. If I had known.." Fluttershy stuttered, her composure quickly falling apart.

"Uh oh, it's happening again guys," said Rainbow Dash.

"Settle down know Sugar Cube," replied Applejack comforting her friend, "There ain't no use cryin' over spilt milk."

"That's right," said Rarity coming to Fluttershy's side, "After all, ponies get asked out on dates all the time."

"I don't remember spilling any milk," stated Pinkie Pie in confusion.

"The point is," replied Twilight, "We're all here for you."

"Um, HELLOOO!" cried out Rainbow Dash, "Wonderbolt Finals!? Tonight! Non-Refundable Tickets!?"

"Rainbow Dash!" stated Rarity with a huff, "Can't see that one of our very close friends needs us tonight?"

"I need you guys tonight!" Rainbow stated.

"You could always go with somepony else," pointed out Applejack.

"What if I have to go on tonight!?" stated Rainbow Dash, "I'm in the Wonderbolt Reserves remember!? I'll need you guys for moral support!"

"I really doubt that's going to happen," stated Twilight matter of Factly.

The five friends began to argue with each other. As they did so, Fluttershy slowly began to sink beneath the table, trying to hide herself.

"ENOUGH!" shouted a large voice with a crash of thunder and lightning.

The six ponied looked down at the center of the table. In the middle of there breakfast spread sat a tiny Discord, leaning on a spoon in the honey.

Discord suddenly poofed to normal size, "I will assist Fluttershy with her date tonight!"

The five ponies suddenly frowned at Discord.

"Absolutely not!" proclaimed Twilight pointing an accusing hoof.

"Uh, What! Don't you trust me?" said Discord

"After those stunts you pulled on my first date with Flash? Not in the slightest!" shouted Twilight

"Oh, this is completely different," said Discord rolling his eyes.

"Oh really," said Applejack, "How so?"

"Simple," said Discord picking up Fluttershy and holding her tightly, "I like Fluttershy better than all of you combined!"

"Hey!" said Pinkie Pie looking offended.

"Gee, thank for clearin' that up," replied Applejack with a frown.

"The point is," said Discord putting a claw on his hip, "I would never do anything to hurt Fluttershy's feelings!"

"That is true," said Twilight, "He is always way nicer to Fluttershy the rest of us."

"Yeah.. Why are you always so nice to Fluttershy anyway?" Rainbow Dash asked raising an eyebrow.

"We have a history together," replied Discord.

"We do?" asked Fluttershy confused.

"So what do you say girls?" asked Discord teary eyed, "Won't you give me this one chance to help my dear friend Fluttershy?"

Everypony eyed the Draconquus suspiciously.

"It's okay girls," said Fluttershy hugging Discord, "Rainbow Dash needs your support tonight.. I can get along fine just with Discord.."

Later that night in Fluttershy's cottage Discord was assisting Fluttershy in finding the right dress.

"Discord, I hardly think all of this is necessary," said Fluttershy as a few of her animal friends helped her put on an outfit.

"But of course it's necessary," said Discord brushing Fluttershy's worries aside, "After all you only get on first date with Thunderlane, and you want to make sure that it's one to remember."

"But don't you think that this is a little much?" Asked Fluttershy as Angel funny put a fancy hat on her.

"Well the hat is going a little to far," said Discord snapping his claws.

The hat instantly vanished and Angel bunny crossed his arms at Discord.

"I meant do I really need to dress up for this?" continued Fluttershy looking nervously in the mirror.

"Do you need to?" stated Discord in exaggeration, "Fluttershy if there's one thing I've learned in a thousand years it's that appearance is everything!"

Discord snapped his fingers and music began to play.

"I can tell I'm being forward"

"But you can count on Uncle Discord"

"He can turn this little foal into a mare"

Discord appeared behind Fluttershy in front of the mirror

"Your whole look could you shake up"

"You can borrow all my makeup"

"And a couple mane extensions for your hair"

Fluttershy looked at how big and poufy her mane had gotten and frowned, "Um, no thanks..."

"Treat the whole world like your runway"

"Make if fierce but in a fun way"

"Try to wave your hair"

"Like Alicorns will do"

Discord proofed several cute and classy dresses onto Fluttershy

"And I don't mean to be rude, dear"

"But you could use some attitude, dear"

"Let's show the world that tonight belongs to you"

An endless runway suddenly appeared in Fluttershy's cottage, and she and Discord to walk down it.

"One thing's universal"

"Life's no dress rehearsal"

"So why not make some waves before it's through"

"Go big or you've blown it"

"It's time that you own it"

"Let's make it clear that tonight belongs to you"

Discord poofed them back in front of the mirror and began holding out a few dresses in front of her, "Now, whatever we choose, we have to remember to sell it!"

"How do we do that?" asked Fluttershy confused.

"Allow me to demonstrate," Discord gestured proudly.

A runway appeared in the corner of the room, and Discord appeared on it pose in snazzy suit.

"You might find this disconcerting"

"But old Discord's done some flirting"

"Try to bat your eyes"

"Smize each time you grin"

Fluttershy smiled,

"I can your agenda"

Discord poofed himself and Fluttershy into a costumes

"You be Luna"

"I'm Celestia"

"It's makeover time so why not just give in," they both sang together

"Come on!" Discord stated.

They both walked down the runway singin

"One thing's universal"

"Life's no dress rehearsal"

"So why not make some waves before it's through"

"Go big or you've blown it," Discord winked

"It's time that you own it, Fluttershy exclaimed

"Let's make it clear that tonight belongs to you"

"Belongs to Meeeeee!" Fluttershy sung out loud.

Meanwhile in the castle Barracks, Thunderlane was getting some unwanted help himself.

"Uh guys, are you sure about this?" asked Thunderlane, pulling at the suit he was wearing uncomfortably.

"Relax buddy," said Flash putting a hoof over his friend, "Trenderhoof helped me out with my first date."

"Trust me," said Trenderhoof magicking a tie around Thunderlane, "I know a thing or two about pleasing the mares."

"Well I hate to sound conceited"

"But the mares get overheated"

"When I strike a pose or two like thus"

Trenderhoof posed several times in front of his friends

"And you really must admit it"

"Even Fluttershy will dig it"

"Let's make it clear that tonight belongs to us!"

"Excuse me?" asked Thunderlane confused

The rest of the Stallion six appeared and began pushing Thunderlane toward Fluttershy's cottage.

"One thing's universal"

"Life's no dress rehearsal"

"Excuse us while we state the obvuious"

"Go big or you've blown it"

"It's time that you own it"

"And make it clear that tonight belongs to us"

What none of them realized was that in a dark corner of Tambalon a dark deal was being done.

"It's a simple job," said familiar and menacing penguin, "You just have to take care of our mutual enemy, and everything else will fall into place.."

The giant bird handed a large bag of coins to a fierce looking Minotaur.

"Would you care to elaborate the details?" Minos asked

Charlatan smiled,

"I don't like ponies getting in my way"

"Or anyone who messes with what Sombra says"

"Well, maybe just me"

"But trust me"

"Fixing little problems is what I do"

"Now Sombra will be happy, I promise you"

"And I would never make a deal I couldn't break up"

"You're my Coup de main"

"Now make that Stallion feel your pain"

Back at the palace the Stallions were pushing Thunderlane up to Fluttershy's cottage much to his chagrin.

"One thing's universal"

"Life's no dress rehearsal"

"Excuse me while I state the obvious"

"Go big or you've blown it"

"It's time that you own it"

"And make it clear that tonight belongs to"

"Make it clear that tonight belongs to"

"Make it clear that tonight belong"

The door cottage suddenly swung open.

All of the stallions stared in awe as Fluttershy appeared wearing a stunning green dress. Green vines climbed up her hooves and her mane was done up with flowers. Her animal friends tweeted and chirped around her like a princess. Thunderlane was speechless, as were his friends.

"You see I told you he'd like it," said Discord appearing behind Fluttershy with a smile.

Fluttershy blushed nervously.

Thunderlane finally shook himself out of his shock, and tried to stutter out words, "D-d-d-d-d-d-You look lovely Fluttershy! H-h-h-Who id you're hair?"

"Hm-hmm, thank you Thunderlane," Fluttershy chuckled, "Discord helped a bit."

"Guilty as charged," Discord stated raising his hand.

"W-well then, w-we'd better get going," stuttered Thunderlane as he walked Fluttershy to the palace walls.

The rest of the stallions watched as the two walked off, their jaws dropping wide open. Discord slithered up beside them and smiled.

"Close your mouths boys."

Right outside of Tambelon there stood a fancy restaurant right by the sea. Ponies could sit on a large veranda watching the waves crash upon the beach.

"This is a lovely restaurant, Thunderlane," stated Fluttershy.

"I thought you would like it," said Thunderlane, "It's right by the water, so you can watch the sea life while you eat."

"Ooh, I hope we see some Dolphins," said Fluttershy.

The two ponies walked into the restaurant and were greeted by a green teenage stallion, with sea turtles for a cutie mark.

"Welcome," said the young earth pony adjusting his tie, "My name is Sandbar and I will be your waiter this evening."

The young stallion led the two pegasi to a table outside on the large veranda. Little did they notice that there was a large customer eyeing them from behind a menu.

"Here are you're seats," said Sandbar setting down there menus, "Are specials tonight is the Seaweed Scampi, please let me know when you're ready to order."

The young pony trotted away as Fluttershy and Thunderlane sat down.

"So what do you think," asked Thunderlane nervously.

"Um, I think the spaghetti with squid ink looks nice," said Fluttershy trying hid behind her menu, "So long as the squids gave permission to use their ink that is.."

"I meant, what do you think of our date so far," asked Thunderlane sweating.

"Oh," said Fluttershy blushing, "It's nice."

"Nice," said Thunderlane looking concerned.

"Well, I don't have a lot to compare it to," said Fluttershy rubbing her shoulder.

At a table not to far away, two figures in trench coats watched the date from behind large menus.

"This is embarrassing," Discord muttered, "Somepony has got to spice things up a little."

He began to raise his claw, only for Flash to stop him.

"No! No! Not again!" said Flash, "We are not going to interfere with there date, we are just here to watch!"

"Well somepony had better tell those two," said Discord pointing in the direction of the happy couple.

To Flash's horror he saw Cheese and Soarin dressed as Mariachi's. They played romantic music as they approached Fluttershy and Thunderlane's table.

"Trenderhoof..!" said Flash whispering to someone below the veranda, "Code Morons..!

From underneath the Veranda Trenderhoof whispered into a walkie talkie, "Thunderlane, we have a Code Morons.. Proceed with caution.."

Back up on the veranda, Thunderlane disguised as a waiter rushed over and grabbed ahold of Soarin and Cheese, dragging them away.

"Oh so I'm not allowed to interfere, but they are," said Discord crossing his arms.

Flash hoofed himself in the face.

Inside the restaurant, Troubleshoes pulled Chees and Soarin inside of the kitchen. He pinned them both up against the wall and snarled at them.

"What in tarnation do ya'll think yer doin'!" growled Troubleshoes.

"Trying to set the mood," smiled Cheese as he strummed on a guitar.

Trouble shoes frowned, "What else could go wrong tonight?"

"Uh, guys," said Soaring noticing something outside the kitchen window, "Doesn't that guy out there look familiar?"

The three stallions looked outside the kitchen door, two see Minos picking himself up from his table, and walking over to the Veranda. He cracked his knuckles as he did so.

"Yeah," agreed cheese, "He kind of looks like that minotaur from Manehatten. You know the one who hate's Thunderlane, and wants to smash him into to ground.

Looks of horror crossed Soarin and Troubleshoes faces.

"Uh, Trenderhoof," Troubleshoes whispered into his walkie talkie, "We have a problem.."

Back on the Veranda, Flash and Discord watched as Fluttershy Thunderlane struggled to make a conversation. It was clear that they both were quickly getting bored. As Flash leaned into the table, he suddenly heard a whisper from down below.

"Troubleshoes," asked Flash looking over the edge, "He what? HE's Where!?

Flash looked back up in a panic, "Discord!"

"Hmm?" mumbled Discord looking up from a video game.

Flash pointed over to the figure of Minos approaching Thunderlane from behind.

"So, are you enjoying the ocean view?" asked Thunderlane unaware of Minos behind him.

"It's nice," repeated Fluttershy, not noticing Flash pouncing on Minos. "It would be better if we could see some dolphins."

"Waiter," whispered Thunderlane as Flash pulled Minos back into the restaurant.

Sandbar walked over to the table, not noticing the other three Stallions piling onto the Minotaur.

"Is there way I can help you sir?" Sandbar asked.

Back inside the restaurant Minos was hopping around trying to throw the four stallions off of him.

"Is there anyway you could get me some dolphins," Thunderlane asked gritting his teeth.

Back in the restaurant Discord was wearing a referee uniform. He blew a whistle trying to red card Minos.

"That's unsportsmanlike conduct son," Discord shouted, "One more move like that and I'm throwing you out of the ring!"

Suddenly, Minos grabbed ahold of Discord's, "I have come to far to get my revenge on Thunderlane! I am not about to be stopped by some ponies and.. Whatever this is!"

The minotaur tied Discord into a knot and then tossed him aside.

"Um, we don't control when the dolphins show up sir," Sandbar replied nervously adjusting his tie, "but I might be able to get you some sea turtles?"

"Do whatever you can.." Thunderlane whispered. He looked back at Fluttershy with a nervous smile.

"I have to say Thunderlane," said Fluttershy nervously adjusting her food, "I was really surprised when you asked me out for dinner tonight.

"You were," stated Thunderlane growing quite nervous. He was so tense he failed to notice Minos approaching.

"It's just.. I'm not entirely sure why you asked me out to dinner tonight.." Fluttershy said blushing brightly.

"You're not," asked Thunderlane, beads of sweat dripping down his coat.

"You know," Fluttershy said desperately trying to smile, "Rainbow Dash had the funniest reason for why you asked me out tonight.."

"She did?!" asked Thunderlane nearly jumping out of his seat. He failed to notice Minos was about to put his hands around his neck.

Fluttershy swallowed hard, "She said.."

All of a sudden an entire swarm of seagulls flew over there table. Several of the seagulls flew directly into Minos's face, knocking him backwards, and all the way off the Veranda. A long falling sound could be heard followed by a large crash.

"I couldn't get you any sea turtles," said Sandbar racing to the table, "but I was able to get a whole mess of seagulls."

Thunderlane glared at Sandbar furiously.

"Oh, these seagulls are lovely," said Fluttershy looking at one of the birds resting on her hoof.

"Yes they are," said Thunderlane quickly changing his expression, "Now what is that you were saying earlier?"

"Oh," said Fluttershy, "I was just saying that.."

"ENOUGH!" proclaimed Minos as he burst out of the floor of the Veranda, tossing Fluttershy and Thunderlane's table aside.

"Minos!" proclaimed Thunderlane with a furious look on his face, "I thought you were back in Manehatten Penitentiary!"

"An old friend asked for my early release," said Minos cracking his knuckles.

"I'll have you back by morning," Thunderlane proclaimed charging at the fiend.

Minos grabbed Thunderlane by the neck, just as he was about to make contact.

"Now we finish this personally," said Minos with a wicked smile.

All of a sudden the Minotaur noticed some tiny punches hitting his leg.

"Leave him alone you big bully!" said a furious Fluttershy trying to fight him off.

"Perhaps we settle this somewhere private," Minos said annoyed.

The Minotaur quickly leapt up into the air and down to the beach below. Fluttershy and Sandbar looked over the edge of the Veranda in horror.

Down on a dark secluded section of the beach, Minos threw a beaten and bruised Thunderlane into the sand.

"Is this you're whole plan Minos," growled Thunderlane struggling to pick himself up, "You really are all muscle and no brain."

"Oh this is just for my own entertainment," said Minos lifted up a large boulder, "The real fun is about to begin."

He slammed the boulder down on Thunderlane who winced in pain. Minos then pulled out a large rope and began tying the rock to Thunderlane.

"I've arranged for a special boat to take us out sea. Once we are far enough out, you my old friend are going for a little dip.

Minos failed to notice the silhouettes of two ponies hiding behind a couple of large rocks. From behind them Fluttershy and Sandbar crouched down watching in a panic.

"Oh I am so gonna lose my job for this," said Sandbar, "I never actually lost a customer to sea before!"

"We have to do something." said Fluttershy nervously looking over the rocks, "we can't let that big bully sink Thunderlane like a rock!"

The two ponies watched as Minos tossed Thunderlane into a rowboat, now tied to a boulder. He began to row the tow of them out to sea.

"If only I had my surfboard," said Sandbar undoing his tie, "but I left it back at the hotel."

"Wait, you surf?" asked Fluttershy curiously.

"Of course, my family lives on this beach," Sandbar replied.

"I don't suppose you know any of the local wildlife?" asked Fluttershy with a smile.

"A few," replied Sandbar, "Why?"

Fluttershy gave a large grin.

A large storm began brewing out at sea. Minos's boat tossed and turned against the waves as he led Thunderlane further out to the waters. When they finally came to a stop, Minos gave Thunderlane a wicked grin.

"You have no idea how long I've been waiting for this Thunderlane," Minos cackled wickedly, "My revenge for all of those years locked up in a Tambelon prison!"

"Do me a favor," growled Thunderlane, "Wait a little longer."

Minos raised the boulder above his head with Thunderlane tied to it, "Now you will get what's coming to you Lieutenant!"

"Yahooooooooo!" a large voice cried out from the distance.

Minos turned to a pod of Dolphins headed directly towards his boat, Fluttershy and Sandbar riding on top of them.

"Surf's up everypony!" Sandbar cried out in excitement, "It's time to hang hoof!"

"No, no! Not again!" said Minos furiously.

He quickly tossed Thunderlane down into the water and watched as he sunk.

"Dive down Bottlenose!" said Fluttershy to the dolphin she was riding.

The dolphin sank down into the water Fluttershy atop of it. The young mare held her breath as led her dolphin down to Thunderlane, who was sinking fast. As Thunderlane struggled, the Dolphin snapped his jaws onto the ropes and began to tear them apart.

Fluttershy quickly grabbed ahold of Thunderlane and tossed him onto the back of the Dolphin alongside her. The dolphin quickly broke to surface bringing both ponies along with him.

"Gaaaaaaaaaaaaaaaaasp!" Thunderlane proclaimed desperate for air, "Fluttershy.. You saved my life.."

The small Pegasus smiled shyly.

"Oh no she has not!" the voice of Minos proclaimed.

The minotaur quickly rowed his boat directly towards the two ponies, preparing to ram them. Thunderlane and Fluttershy held onto each other for dear life.

"WooooooHooooooo!" the voice of Sandbar proclaimed.

The young pony rode an entire swarm of dolphins directly over Minos's boat. One the dolphins slapped it's tail directly into the minotaur, knocking him into the water.

"Better luck next time Minos," said Thunderlane as he hopped onto a dolphin alongside Fluttershy, "Have a nice swim back to shore."

The three ponies rode the pod of Dolphins away, leaving Minos splashing about in the sea behind them.

Back on the beach the sun began to rise over shoreline. Fluttershy and Thunderlane watched the sunrise while Sandbar tended to the dolphins.

"I'm sorry our evening didn't turn out the way we planned," Thunderlane said sadly as he rang out his drenched tux.

"It's alright Thunderlane," smiled Fluttershy ringing out her dress, "I actually enjoyed this part much better than the dinner."

The ponies smiled at each other trying there best to look each other in the eye.

Finally Thunderlane spoke up, "Fluttershy, what did Rainbow Dash say about our dinner tonight?"

"Well," said Fluttershy with a smile, "Why did you ask me out to dinner tonight?"

"Well," said Thunderlane nervously scratching the back of his head, "The thing about that is...that is I'm trying to say...We've known each other a long time... And I.."

All of a sudden Fluttershy gave Thunderlane a small kiss on the cheek. The stallions whole face suddenly turned pink.

Further down the beach, the Stallions were running to catch up, with Discord and the rest of the Mane Six close behind.

"This'd better be good!" growled Rainbow Dash, "I had to miss the end of the Wonderbolt Finals for this!"

"I told you before!" shouted Flash, "Thunderlane has been kidnapped by that jerk Minos!"

"Every will be fine!" exclaimed Twilight, "We can still catch up to them before anything bad..!"

"Shhhhhhh," said Sandbar halting the Mares and Stallions in there tracks, "You're gonna ruin the moment."

He pointed over to Fluttershy and Thunderlane standing at the edge of the shoreline. The two ponies stared into each others eyes lovingly, the sun rising in the background behind them.

"Huh.." said Soarin, just as confused as the rest of the ponies, "I guess they didn't need out help after all.."

"You see," said Discord with a smile, "I told you they didn't need our help!"

Everypony rolled there eyes.

Author's Note

Hope you enjoy it and tune next time.

Dragon of the east

Dragon of the east

It's a beautiful day at Tambelon Castle, and King Nightlight and Queen Velvet are showing around a very special guest.

"It truly is a pleasure to have you here Princess Ember," said King Nightlight with a smile.

"Just Ember, thank you," the small blue dragon said rolling her eyes.

"We're just so happy that the Dragon Lord was willing to have you over," the King continued, "How is the old Grump anyway?"

"Pretty much the same as he always is.." replied Ember looking bored.

The King began looking nervous at how the Princess was responding.

"So.. I believe you remember my daughter Twilight? She'll be so happy to see you again."

The King and Queen led Ember to the doors of the Royal library.

"What do you say we check in on her?" Nightlight said opening the door.

A load roar echoed through the doors, startling the three royals.

"Spike!? Calm down! Get down from there!" Twilight Sparkle shouted.

"Oh no, Not Again!" Spik n Span called out whimpering.

The King and Queen looked in to see the library in ruins. Books shelves were overturned and Library books were missing from the shelves. At the center of the room Twilight and the rest of the girls were calling up to a medium sized purple dragon hanging from a chandelier. He was holding on tightly to a large pile of books, as well as Spik n Span.

"Spike WAAAAAAAAAANT! the young purple dragon shouted out, twice his usual size.

"What in Equestria is going on in here!?" King Nightlight cried out in a panic.

"I beg your pardon your Majesty," said Spik n Span in a panic, "But I'm afraid young master Spike may have gotten himself into the Royal Treasury again.. And he may have over indulged in our surplus gems.."

"What!?" the king exclaimed in a panic, "Don't tell me he's..!"

"Ye'up," replied Apple Jack, "He's hav'n a gem rush!"

"Well don't just stand there! Somepony get him down from there!" The king cried out.

Ember watched in amusement as the ponies struggled to chase Spike around the ceiling, a smile finally appearing on her face.

"Spike," said Fluttershy flying up to the dragon, "What do you say we take a nice deep breath, and let Spik n Span go?"

"Spike WAAAAAAAAAAAANT!" Spike shouted as he threw Spik N Span directly at Fluttershy.

"YeeeeaAAAAAAAAAHHHH!" cried out Spik n Span as he and Fluttershy fell to ground below.

The other ponies quickly and panicked and scattered about trying to catch them as they fell. Finally the two ponies landed directly on Rainbow Dash, slamming all three to the ground.

A furious Rainbow Dash growled under a dazed Fluttershy and Spik n Span.

"All right! That's it! No more Little Miss Nice Pony!" she cried out leaping from the pile, "Come on girls! Evasive maneuvers!"

Pinkie Pie quickly scurried up a book shelf and started throwing books at the young dragon. Spike quickly caught ahold of the books and added them to his pile.

"Pinkie Pie!" Twilight shouted out, "Stop giving him Books!"

"I'm not giving him Books!" Pinkie shouted furiously, "I'm assaulting him with Books! How dare he take the Books!"

While Pinkie Pie distracted Spike, Rainbow Dash flew up Applejack who was swinging her lasso.

"Time to show this cranky dragon the ropes," Rainbow Dash said with a smile.

She quickly tossed her lasso, wrapping it around a surprised Spike.

"How do you like them apples," Applejack cried out in triumph.

Spike gave the ponies a wicked grin. He quickly grabbed ahold of the ropes, and began swinging Applejack and Rainbow Dash around the room.

"YEeeeeEAAaaaaAAAaaaaAAAaaaaAAHH!" cried out the two ponies as they were flung around like rag dolls.

Spike suddenly aimed the rope directly at Pinkie Pie, causing the three ponies to crash into each other. All three quickly fell to the ground, tied up in Apple Jack's own lasso.

"Spike WAAAAAAAAAAAAAAANT...!" Spike began to cry out.

"Spike the Dragon!" a voice called out.

The larger than usual dragon suddenly looked down to see Twilight Velvet.

"You come down from there this instant young dragon!" the Furious Queen shouted out.

Spike's expression quickly changed to one of fear. He quickly slithered down a nearby bookshelf, a crawled up to the queen.

"Honestly, how many times do we have to go through this?" the Queen said lecturing a whimpering Spike, "You know what eating all those gems does to you! ..And right on the day that Princess Ember was due for a visit! You should be..!"

"Hehahahahaha.." the Queen was interrupted by the chuckling of Princess Ember.

"Wow," said Ember approaching Spike, "I've seen a lot of cases of Greed Induced Bigness, but this is by far the worst I've ever seen.

Everypony in the library looked at Princess Ember confused.

"You have a Dragon living with you, and you've never heard of Greed Induced Bigness?!" stated Princess Ember in disbelief.

"Um Ember," said Twilight approaching the dragon princess, "This is Spike. He's kind of adopted into the family."

"A Dragon living with ponies?" Exclaimed Ember with a raised eyebrow, "No wonder he's having such a bad reaction.."

"Well it's kind of a long story.." started Twililght, "..Wait! What do you mean reaction?!"

"Ugh," said Ember placing a claw to her face, "I was sent here for diplomacy, not a lecture."

The King, Queen, Twilight and the rest of the ponies sat down in front of large chalk board with Princess Ember in front of it. Spik n Span was holding onto a still enlarged Spike with a leash. The young dragon tried to reach for a book, and Spik n Span quickly slapped his claw away.

"Okay listen up," explained Ember, "because I'm only saying this once.. As you all know dragons are a brutal and violent race.."

She sketched a picture of a baby dragon on the chalkboard.

"Therefore from the moment we're hatched were taught to grow big and strong.. Cause the little guy always get crushed by the big guys.."

She drew several larger dragons surrounding the baby dragon.

"I don't know if that's the kind of message they should be teaching their children," Queen Velvet whispered to her husband.

"So many of the smaller Dragons use a little trick to help them grow large faster.. Greed Induced Bigness!"

She drew numerous jewels and jems around the small dragon.

"Basically the more items we possess.. The bigger we get.. And the faster we get big.."

She quickly erased the baby dragon and replaced it with a sketch of a dragon much larger than the others.

"In fact, most of the dragons in the Dragon Lands have entire troves of jewels and treasures that they've gathered over the centuries.."

"Um excuse me," said King Nightlight raising his hoof, "I've been to the Dragon Land's quite a few times myself.. And I've never seen any Dragon change the way Spike has?"

The ponies looked over to Spike who was starting to bite at Spik n Span's leg, much to his chargain.

"Well duh," said Ember exasperated, "You think treasure is easy to get ahold of in the Dragon Lands!? You got this little guy, surrounded by everything a dragon could ever want! With only a couple of puny ponies to fight him back! I mean, how many times has this happened!?"

The ponies all looked at each other gritting there teeth.

"Well," said Twilight nervously, "There was his first birthday party.."

"Then there was that time at the Appaloosa Rodeo.." continued Apple Jack look downward.

"Not to mention the Wonderbolt's show.." stated Rainbow Dash.

"Ooh," said Pinkie excitedly countering on her hooves, "Then there was time that I baked him the giant gem cake, and the time that Rarity took him to the movies, and the time that he found the Fire Ruby, and that time at the Grand Galloping Gala..!"

"Okay she get's it!" exclaimed Rarity putting a hoof over Pinkie Pie's mouth.

Twilight Sparkle shook her head, "I don't suppose a solution for us?"

"Of course," said Ember, "Take him back to the Dragon Lands!"

"NOOOOOOOO!" shouted both the King and Queen at the same time. They quickly rushed over there larger than usual son and hugged tightly, much to his confusion.

"You are not taking away are baby from us!" exclaimed the Nightlight squeezing Spike's neck tightly, "Not Now! Not ever!"

"You do realize how dangerous it is to have a full grown dragon living with you, right?" stated Ember in disbelief.

"Um, are you sure there's not a simpler solution," said Twilight looking at her panicked parents.

Ember shook her head in disbelief, "Well we could always try things the hard way."

High over the dragon lands, a large purple blimp quickly descended next to a nearby volcano.

"We've arrived ladies," said Trenderhoof with a confident smile, "Thank you for flying air Trenderhoof!"

The mane six descended down the ramp of the blimp, with Princess Ember at the lead. Twilight was pulling an irritated Spike on a leash at the back of the line.

"We'll be wait'n here to pick ya'll up whenever you girls are ready," Troubleshoes said with a wave.

Princess Ember led the ponies away from the Blimp, and deeper into the Dragon Lands. The ponies grew nervous as they passed by numerous smoking volcanoes. Fluttershy gripped on tightly to Rainbow Dash, her eyes darting upwards at the numerous dragons soaring in the skies above.

"Beg your pardon Ember," said Twilight pulling Spike along, "But how are the Dragon Lands supposed to change Spike back to normal?"

"The answer is right there," said Ember pointing ahead of her.

She pointed at a small group of familiar looking teenage dragons tossing around a large boulder.

"Pass it over here doofuses!" a snaggle toothed teenage dragon shouted.

A large brown dragon tossed the rock over to Garble, who in turn tossed it over to a scrawny purple one.

"Those brutes are the plan!?" exclaimed Rarity, "Are you out of your mind?!"

"That's right!" shouted Rainbow Dash, "The last time we were here, those jerks nearly creamed us, and Spike into the ground! We were just lucky Enbarr showed up to save us!"

"That's the whole point!" exclaimed Ember, "The whole reason he keeps changing is because you ponies are to soft on him! It's time for some tough love!"

The ponies all looked at each other nervously. Finally Twilight took a large sigh, and removed the leash from around Spike's neck.

"Go ahead Spike," Twilight said pushing him forward.

The medium sized purple dragon looked at Twilight, then nervously crept forward towards the other teenage Dragons. The ponies watched sadly as he stepped forward.

"Trust me," said Ember putting an claw around Twilight, "A few minutes with these guys, and he'll be back to his scrawny self in.."

All of a sudden Garble came flying directly towards the ponies and slammed face first into a rock.

The ponies all turned towards Spike in a panic.

"SPIKE WAAAAAAAAAAAAAAAAAAAAANT!" the purple dragon shouted.

Spike was now twice the size that he was before and was tossing around the teenage dragons like rocks.

"Run for your life!" exclaimed Garble picking himself up and making a break for it.

The ponies and Ember took one look at each other and quickly hid behind a large boulder. As they cowered Spike began to pick up several large boulders himself, and began tossing them at the teenage dragons trying to escape.

"SPIKE SMAAAAAAAAAAAAASH!" the young dragon roared now larger then ever.

"Well that didn't work," said Ember looking panicked for the first time, "There's no way we can send him back to Tambelon like this.. He'd destroy the place!"

"There's got to be something else you can do!" Twilight exclaimed in a panic.

Princess Ember gave a large sign, "Well, there's on last thing we can do.. Which is probably what we should have done in the first place."

Princess Ember led the Ponies to a far off section of the Dragonlands. Fluttershy and Rainbow Dash struggled to push Spike along, who was now larger than ever.

"Who's dumb idea was it to come here again?" grumbled Rainbow Dash.

Fluttershy whispered into her friends ear, "It was Princess Ember's remember..?"

Rainbow Dash glance at the princess who was giving her a glare. The blue pegasus smiled nervously, and waved.

"We're here," said Ember rolling her eyes.

The ponies gasped in awe at what was in front of them. It was a large cave with a fine temple entrance carved into the stone. Statues of miniature dragons guarded the staircase leading up to the entrance.

"Who built this place?" asked Twilight Sparkle in awe.

"Follow me.." continued Ember as she gestured the ponies to follow.

Ember led the ponies up the tall temple steps, while Rainbow and Fluttershy pulled Spike along far behind them. They walked passed the pillars that guarded the entrance, and continued deeper into the cave. As they moved forward, they upon a large crystal lake with many different waterfalls flowing into it. At the center of the lake stood a tall serpentine dragon, balancing atop of a wooden pole. He was emerald green with long whiskers, and wore a flowing red robe.

"Yo, old Dragon Shin! Wake up!" the dragon princess shouted.

The old Darke opened his eyes looking annoyed, "Princess Ember.. To what do I owe this unexpected visit?"

Princess Ember pushed Twilight Sparkle, "Princess Twilight needs help with her pet Dragon!"

"Spike's not a pet," said Twilight stated furiously.

"Ahem.." the voice of the old dragon coughed nervously.

Twilight Sparkle turned and smiled nervously, "Anyway sir.. My friend Spike here.."

The old Dragon suddenly raised his claw, halting Twilights explanation. He then gestured the pony forward, who approached the lake nervously.

"Now you may speak," the Dragon stated.

"Well Mister Shin.." Twilight began.

"Master Shin, Princess.." said the old Dragon raising an eyebrow.

Twilight sighed, "Master Shin.. My friends and I are in desperate need of your help.. You see, my friend Spike a baby Dragon.. And he keeps growing bigger and greedier.. And Princess Ember said you might know how to stop it..?"

Master Shin raised an eyebrow, "Well, where is this young Dragon?"

"YeeeeEEAaaAAAAH!" cried out the voices of Rainbow Dash and Flutters as they held onto Spike for dear life.

"SPIKE WAAAAAAAAAAAANT!" shouted the giant purple dragon as he burst into the center of the cave.

Everypony cowered in fear as he roared. All except for Master Shin, who simply stood atop his pole perfectly balanced.

"I do beg your pardon, but 'want what' exactly?" the old dragon asked matter of factly.

"SPIKE WAAAAAAAAAAAAAAAAANT!" The enraged Spike repeated.

"I cannot give you anything, if you will not tell me what it is you desire," Master Shin repeated calmly.

"SPIKE WAAAAAAAAAAAAAAAAAAAAAAAAAAANT!" the giant dragon now angrier than ever charged directly at Master Shin.

Everypony desperately tried to get out of the way as Spike charged forward. Master Shin simply waited atop his pole at the center of lake. Just when Spike was about to pounce on him, the old Dragon leapt into the air. Spike's giant Purple body splashed into the water, as Master Shin gracefully floated back down.

As Spike lifted his head out of the water and shook it, he suddenly noticed that Master Shin was balancing atop of the his large purple tail.

"I am confused.." stated Master Shin mockingly, "We're you attempting to attack me?"

"SPIKE WAAAAAAAAAAAAAAAAANT!" the furious dragon roared as he swatted at his tail.

Master Shin leapt with ease. When Spike's claw returned to him, he realized Shin was on top of it.

"SPIKE WAAAANT!" stated Spike swatting at his claw.

Master Shin then landed atop Spike's nose. The purple dragon glared both his eyes at the Dragon in front of him.

"SPIKE WANT!" he shouted as he punched himself in the face, only for Shin to dodge.

The ponies and Ember watched in awe as Spike continued his struggle to attack Master Shin.

"I don't believe it.." stated Twilight as Spike's giant size began to shrink smaller and smaller.

Spike continued to struggle to attack master Shin. With his size decreasing, he began desperately trying to pounce on him, but every time Master Shin dodged with ease. The ponies looked on in amazement at the old dragon's swift and stealthy moves.

"That is just awesome!" said Rainbow Dash cheering Master Shin on.

Spike was now beginning to grow shorter than Master Shin. Desperate and tired out, he began swiping at the old dragon with practically no avail. As he panted desperately, Master Shin suddenly blew onto him, and the exhausted Spike fell backwards splashing into the lake.

Now back to his medium size, Spike struggled to pick himself up from the water, "How did you do that..?"

Master Shin looked down at the larger than normal baby dragon, "Balance.."

"Whu..?" said Spike looking up at him confused.

"Balance young Dragon," said Master Shin pulling Spike up to his feet, "I have it.. You lack it.."

Spike scratched his head, looking at Shin in confusion, "I don't get it.."

Master Shin rolled his eyes, "Come.."

Master Shin led Spike, Ember, the ponies further down the cave. Eventually they came to a large oriental tapestry, depicting numerous dragons soaring through the air majestically.

"Long ago, we dragons were creatures of balance.. Strengthening not only our bodies but our minds as well.."

He continued to show the ponies the tapestry, depicting images of dragons practicing skillful moves and learning in large classes.

"Amazing!" said Twilight her eyes practically sparkling.

"Oh brother," stated Ember rolling her eyes.

"Over time," Master Shin continued, "Our ancestors began to choose strength and power, over skill and wisdom.. They used greed as shortcut to allow themselves to grow larger in size, and greater in strength.."

Shin showed them tapestries of dragons growing larger and more violent.

"This was ultimately our undoing.." Shin said sadly shaking his head, "We unbalanced.. Uncivilized.. Undisciplined.."

Princess Ember shook his head in disgust, "Oh please.."

Spike looked at the tapestries in confusion, "I still don't get it.."

"Allow me to make it simple," said Master Shin eyeing Spike, "The bigger they are.."

He suddenly swiped his tail beneath Spike's feet, causing him to fall to the ground.

"..The harder they fall," Master Shin finished.

"Well I could have told him that one," Apple Jack chuckled to himself.

Spike looked up at the tall green dragon in awe.

"Please Master," he said falling to his knees, "Teach me how to be like you!"

Master Shin glanced down at Spike, and then over to the ponies. All of the ponies were giving the old Dragon pleading faces from behind Spike.

"Oh alright," Master Shin replied.

Spike sat on the floor at a large table in Master Shin's kitchen. The still larger than normal dragon was shaking in anticipation, trying desperately to hold in his excitement.

"This is gonna be awesome," Spike stated shaking his claws, "What are we gonna do first? Some of those kicking moves? How about some of the cool jumps you performed?"

Master Shin shuffled through a large cupboard and pulled out a large tray with a teapot and several tea cups on it. He approached the table, and set the tea set down in front of Spike.

"Steep the tea.." Master Shin said gesturing toward the tea set.

"What..?" asked Spike, eyeing Master Shin with confusion.

"Take the teabag out of the Teapot," explained Master Shin, "and place it in the teacups one by one.."

"Um.. I know how to steep tea," said Spike in confusion, "But what has that got to do with training?"

"Do it with your tail," said Master Shin with a smile.

"My tail!?" asked Spike in disbelief.

"Did I stutter?" Master Shin stated.

Spike grumble in annoyance. He carefully lifted his tail and grabbed ahold of the tea bag from the teapot. One by one he steeped the numerous teacups, which was rather difficult as he'd never used his tail like this before.

When he had finally finished Master shin picked up one of the teacups and tasted it.

"Hmm.." the old Dragon said tasting the flavor, "Again!"

Spike dropped his jaw in disbelief. He grumbled and picked back up the teabag once again.

Throughout the days Spike performed numerous other tasks for Master Shin.

On one day Master Shin had Spike picking up large boulders and moving them in different positions around his cave.

"Hmmm.." said Master Shin, as Spike set down the heavy rock, "No! Over there!"

Spike growled as he was forced to lift up the rock and move it to the other end of the cave.

On another day, Spike was balancing atop of large stilts as he struggled to scrape moss from the top of the caves roof.

"Careful young dragon," said Master Shin as he sipped his tea, "You would not want fall.."

Spike rolled his eyes. Just as he lost his attention from his work, he began to lose his balance and crashed down to the cave floor.

On another day Spike cleaned out moss from Master Shin's lake..

Another day he dusted the floors of the caves..

Another day he dusted the oriental tapestries..

Spike was quickly becoming annoyed.

About a week later Princess Ember led the ponies back to the cave.

"So how do you think Spike's training has been going," Rainbow Dash stated.

"I'm sure the little guy has learned plenty from his time with Master Shin," Rainbow Dash replied.

Ember gave the ponies a sly smile, trying not to giggle. As the ponies walked up the steps and entered the cave, they came upon Master Shin meditating on a pillow.

"Um, excuse me," stated Twilight Sparkle trying to get the old Dragon's attention.

Old Master Shin opened his eyes, "Ahh.. Princess Twilight.. You and you're friends must be thirsty after your journey.."

Master Shin raised a tiny bell and rang it, "Young Dragon.."

Out of a far corner of the cave Spike appeared wearing an apron, and carrying a large tray of teacups. The look on his face could show how deeply annoyed that he was.

Rainbow Dash and Ember's eyes began to water, as they desperately fought back the urge to burst out laughing.

Twilight looked at Spike confused as he approached the ponies, passing out cups of tea to them.

"Um, is it just me.. Or is Spike the exact same size he was when we left him here?" Twilight whispered to her friends.

"Is it just me.." said Rarity, "Or does his training look more like chores for Master Shin?"

"Yeah.. About a day of this is all I could go through," said Ember leaning back and sipping her tea.

Spike approached Master Shin, preparing to hand him his tea cup.

"Here's your tea Master," said Spike through gritted teeth.

Master Shin took his teacup, and took one long sip from it.

"Hmm.." the old Dragon said tasting the flavor, "Again!"

Spike's face quickly grew red.

"That's it!" he said throwing the tea tray, "I came here to get some training! So you could teach me how to control my greed! But the only thing I've learned here is Jack SQUAT!"

The furious Spike shoved his bright red face directly into Master Shin's. The old Dragon eyed him lazily, and then slapped the young dragon's face with his tail.

Spike was taken aback by what Master Shin did. Regaining his bluster, he lifted up his own tail, and swung it directly at Master Shin. Just when it was about to hit him, Master Shin blocked Spike's tail with his own.

Spike glanced at the old dragon in disbelief.

Master Shin gave a small smile, "Steep the tea young Dragon."

A look realization began to cross Spike's face, followed by a small smile.

The two dragons began darting their tails back and forth, dueling with them like swords. Each one tried desperately to get their tail past the others. The fighting got so intense that Master Shin was forced to stand in order to keep up.

"Careful young dragon," stated Master Shin, "You would not want fall.."

Spike placed both his feet firmly on the floor, as if trying to balance atop to stilts.

The ponies and Ember watched in awe as the two dragons continued to spar.

"Now sweep the floor!" said Master Shin raising his claws.

Spike raised his claws with a smile. The fight went from tail to tail, to claw to claw.

Both dragons seemed evenly matched, although Master Shin was clearly holding back. All of a sudden one of Spike's blows managed to make it through.

The ponies gasped in awe, as Spike managed to smack Master Shin in the face.

The old Dragon, gave the nervous Spike a large smile, "Now you are ready."

The ponies and Princess Ember watched as Spike and Master Shin both balanced atop of large poles atop of the crystal lake.

"The time has come for the final step of you're training young dragon.." Master Shin stated calmly.

A serious look crossed Spike's face as he balanced atop of the lake, "I'm ready master.."

Master Shin smiled, "Look into the waters below.."

Spike stared at the water below his feet, but the only thing he saw was his reflection.

"Stay balanced young dragon.. Focus only on you're reflection.. And on nothing else.." Shin continued.

The ponies watched as Spike stared down at his reflection in the lake for a long time. After about an hour, Spike was beginning to get bored.

"Um master," Spike said looking up, "I'm not sure how this is..?"

To Spike's horror, Master Shin was gone, in fact everyone and everything was gone. The only things that remained in the inky blackness, was Spike and his reflection.

As Spike looked down at his reflection below, he suddenly noticed it's eyes were glowing green. A fierce look came across the reflection's face as it grew larger and larger. Soon the monstrous reflection of Spike rose up from the waters and growled ate his much smaller counterpart.

"SPIIIIIIIIKE WAAAAAAAAAAAAANT!" the monstrous reflection roared as it swiped it's claws down.

Spike just barley managed to avoid his reflection's attack.

"What is going on here!?" Spike stated in a panic.

"SPIIIIIIIIKE WAAAAAAAAAAAAAAAAAAANT!" the reflection roared.

Back in reality the ponies watched as Spike seemed to whimper in his sleep still balanced atop of the pole.

"Is this supposed to happen," Twilight asked Princess Ember nervously.

"Heck if I know, but sure is fun to watch," stated Ember munching on a bucket of gemstones.

Back in his mind Spike tried his best to avoid the attacks from his monstrous reflection, but wherever he ran to his reflection followed.

"Hey buddy! What are you attacking me for?" Spike stated nervously, "We're both the same dragon right? It's you and me against the world!"

"SPIIIIIIIIIKE WAAAAAAAAAAAAAAAAAAAAAAAAAANT!" the giant reflection slammed it's fist down towards Spike.

Spike winced as the giant fist slammed down atop of him. Spike opened his eyes and realized that he wasn't crushed, in fact he was just floating inside his reflections fist. The reflection lifted it's fist leaving a dumbfounded Spike down on the ground dripping with water.

"None of this is real," said Spike looking at his soaking wet claws.

"SPIKE WANT!" the reflection continued to shout as it punched about wildly, splashing water everywhere, "SPIIIIIIIIIKE WAAAAAAAAAAAAAAAANT!"

"Want what?" said Spike scratching his head in confusion.

"Exactly.." as voice spoke up echoing through the darkness.

Spike looked upwards to the glowing image of Master Shin floating down from above, "If you don't even know what it is you desire.. How can you hope to achieve balance.."

"I guess I never really thought of it before," said Spike fidgeting with his claws.

"Every creature seeks out something," continued master Shin.

The glimmering images of the Mane Six appeared circling around Master Shin.

"You're sister Twilight Sparkle seeks out knowledge of friendship and magic.. You're friend Applejack, honest work and family.. You're 'crush' Rarity, to generously spread beauty to others.. Rainbow Dash, Greatness and Loyalty.. Fluttershy, to Kindness to others.. Pinkie Pie, to make every creature laugh.."

Spike watched as his the images of his friends did what they did best, following the destinies there cutie marks had given them.

"But I'm not a pony.." Spike said exasperated, "I don't know anything about Cutie Mark's or destiny.."

"A cutie mark is irrelevant," Master Shin continued, "All that is relevant is knowing what it is you truly desire.. Above all else.."

Spike thought for a moment, "I guess.. All I really want is to be with my friends in Tambalon, even if I'm not a pony!"

The image of Master Shin smiled, "Now you know what you want.."

Spike's giant reflection suddenly began to calm down. It gently looked down at it's counterpart and reached down a claw to him, touching Spike on the nose.

There was a sudden bright flash of light.

Spike opened his eyes, and to his amazement he was back to his regular size.

"You have achieved balance young Dragon.." said Master Shin smiling, "..and at such a young age too!"

The Mane Six cheered and leapt atop of Spike, so happy to he back to normal. Spike chuckled as the ponies piled atop of him.

Outside of Master Shin's cave, the ponies and Spike bid a fond farewell to Master Shin and Princess Ember.

"Thank you so much master Shin," exclaimed Twilight, "We can't thank you enough for helping Spike control his greed."

"Yeah, it's great to have the little guy back to normal," said Rainbow Dash giving Spike a noogy.

"He-hey! Cut it out!" chuckle Spike.

As the ponies began to walk away, Spike suddenly looked back to Master Shin.

"But Master," what if my greed get's out of control again.

Master Shin smiled, "The journey is never truly over.. It takes a lifetime for one to discover what they truly desire.."

Spike looked downwards looking disappointed.

Mast Shin lifted up Spike's face with his staff, "..But you have friends to held you on you're path!"

Spike looked back to the Mane Six who waved to him, waiting for him to catch up. Spike's expression quickly changed as he happily raced off to join his friends.

As the ponies and Spike walked off into the distance, Princess Ember leaned in to speak to Master Shin.

"Shouldn't you have told him about the Gauntlet?" Ember whispered.

"He'll find out soon enough," the old dragon chuckled, "Why worry him?"

Better Watch Out You Bad Guys

Better Watch out you Bad Guys

A large crowd of ponies are gathered in front of the Comic Stable, most of the sport t-shirts and memorabilia for the television hero, the Mysterious Mare Do Well. At the head of the cheering fans stands Rainbow Dash, with Scootaloo, Soarin, and Spike behind her.

"Woooooooo!" the excited Pegasus cried out, "Mare Do Well! Mare Do Well!"

"Isn't she overreacting a bit," said Soarin.

"I'm sorry what?" said Spike pulling out earplugs.

"This is so exciting," said Scootaloo jumping up and down excitedly, "I can't believe I'm going to meet Galloping Gadot, the actress who plays Mare Do Well!"

"You're in luck Squirt," said Rainbow Dash proudly, "I just happen to know Galloping Gadot personally."

"Um, you met her one time," said Soarin rolling his eyes.

"The point is I know her!" said Rainbow Dash annoyed.

"Shhhhhhhhhhhh!" said Spike abruptly, "Here she comes!"

A large stretch chariot pulled up in front of the comic shop. One of the doors swung open, and out stepped Quibble Pants with a smile.

"Fillies and Gentle Colts, allow me to introduce.. Galloping Gadot!"

From behind Quibble Pants, a slender pegasus stepped out of the chariot. She had a flowing black mane and wore a gorgeous sequent ballgown.

"I am the terror that Trot's in the night.." the Pony rehearsed confidently, "I am the highlight of your day.. I am, Galloping Gadot!"

The crowd of fans cheered loudly at the arrival of their hero.

"Woooooooooooooooooooooooooo!" shouted Rainbow Dash as Gadot approached the entrance.

"Don't I know you from somewhere?" said Galloping Gadot as she passed by Rainbow Dash.

"She remembers me.." said Rainbow Dash practically in shock, "Yes I'm Rainbow Dash! I'm a friend of Quibble Pants! We met at the Con!"

"Yes I thought that was you," said Galloping Gadot with a smile.

"Eeeeeeeeeeeeeeeeeeeeeee!" a small voice chimed from behind Rainbow Dash.

Gadot looked down to see Scootaloo, a huge smile frozen across her face.

"And who is this little filly," asked Gadot.

"Oh this is.." Rainbow Dash started.

"GALLOPING GADOT!" Scootaloo suddenly shouted out of pure excitement.

"What a coincidence," said Galloping Gadot, "that's my name too."

Rainbow Dash grabbed a hold of Scootaloo trying to calm her down.

"Um, this is Scootaloo," said Rainbow Dash looking embarrassed, "She's a big fan too.."

"Oh I can tell," Gadot replied.

"So miss Gadot," said Spike taking a photograph, "What brings you to Tambelon?"

"Galloping Gadot has a big announcement to make," said Quibble Pant approaching the Star from behind, "And she's personally chosen my comic shop as her venue."

"Probably because he begged her to," chuckled Soarin.

Galloping Gadot looked out at the large crowd of fans gathered before her.

"Everypony.." Galloping Gadot began, "Before we get to signing autographs.. I have a big announcement to make!"

"Told you," whispered Quibble Pants.

Everypony in the crowd suddenly became quiet, listening in with open ears.

"I am proud to announce that Applewood Studios is beginning production on the Mysterious Mare Do Well Movie!" Galloping Gadot proclaimed.

The entire crowd roared with excitement.

"Oh my gosh! Oh my gosh! Oh my gosh! Oh my gosh!" stuttered Rainbow Dash in disbelief.

"Yep," said Quibble Pants, "and I managed to get us all backstage passes as they begin shooting."

Rainbow Dash, Scootaloo, and Spike all looked at each other in disbelief.

"YaHOOOOOOOOOOOO!" all three shouted so loudly it could be heard across Tambelon.

"Oh borther," said Soarin rolling his eyes.

The crowd of fans continued to cheer wildly at the announcement of the new film. What none of them seemed to notice was somepony in the shadows with a wicked scowl on her face.

A few weeks later, Rainbow Dash, Soarin, Scootaloo, Spike, and Quibble Pants were riding atop a large double decker bus, the sights of Applewood, Coltifornia passing them by.

"On your right," a tour pony spoke up from his microphone, "You'll see the famous Applewood theater.. Followed by the Applewood walk of fame!"

"Is everything here name Applewood?" asked Soarin in annoyance.

"Keep it down Soarin, we're trying to listen!" said Rainbow Dash intently.

The ponies continued down the streets of Applewood atop of their tour bus. Spike, Scootaloo, and Rainbow Dash looked about in awe at the numerous colorful sights and attractions that passed them by.

"Up next.." the tour pony continued, "We'll be making a stop at the world famous Apple Wood studios! ..Where they've started production on The Mysterious Mare Do Well Movie!'"

"Wooooooooooooooooo!," Spike, Scootaloo, and Rainbow Dash shouted, "Mare Do Well! Mare Do Well!"

"Kid will be Kids," whispered Soaring to Quibble Pants.

"Mare Do Well! Mare Do Well!" joined in Quibble Pants with the others.

Soarin gave himself a big hoof in the face.

The tour bus soon pulled up to a large oriental theater in front of a star studded walk of fame. A large water tower behind the theater held the image of a stallion in a horse shoe, announcing it was Apple Wood studios.

One by one the ponies unloaded from the.

"Well guys," said Soarin, "Should we head to the backlot?"

"Shhh!" said Rainbow Dash covering Soarin's mouth, "There it is.."

The blue pegasus stared in amazement at a single star on the walk of fame, which seemed to be glittering in the sun light.

"I don't believe it," said Rainbow Dash slowly floating over to the star that had left her speechless, "Do you guys know what this is?"

"No, not really," said Soarin rolling his eyes.

"It Lily Carter's Apple Wood Star of fame!" Rainbow Dash exclaimed.

"Who?" asked both Spike and Scootaloo.

"Whaaaaaaaat!?" exclaimed Rainbow Dash in disbelief, " How..? Who..? Wha..? How can you be fans of Mare Do Well and not have heard of Lily Carter?!

Scootaloo and Spike stare at Rainbow Dash in confusion.

"Perhaps I should explain," said Quibble Pants calming down a steamed Rainbow Dash.

Quibble Pants smiled down at the young fans, "Lily Carter was the original actress who played the Mysterious Mare Do Well. She performed on the show way back when I was a colt."

"That's right," proclaimed Rainbow Dash proudly, "She basically invented the Mare Do Well that we all know and love today!"

"Then how come I've never heard of her?" asked Spike scratching his head.

"Well, no one's actually heard from Lily Carter in a couple of years," said Quibble Pants pulling at his collar, "Ever since she retired from the show, she's kind of dropped out of the spotlight.

"Never mind and of that!" said Rainbow Dash throwing a camera to Soarin.

Rainbow quickly squeezed herself, Spike, Scootaloo, and Quibble Pants down close to the star, "Soaring! Get a picture of us!"

Soarin rolled his eyes, "It's gonna be a long day.."

Back in the studio lot, numerous ponies in a large array of costumes walked about the elaborate set. A light brown stallion with a Scruffy Green beard and Pony tail walked over to a large trailer with a stare on the door.

"Miss Gadot," said the stallion knocking at the door, "We start shooting in Thirty minutes.."

"Not a problem Canter Zoom," replied Gallop Gadot from within the trailer.

The inside of the trailer was decked out with elegant furniture. From within a walk-in closet, filled with numerous decorative outfits, Gallop Gadot adjusted her costume.

"Hard to believe it still fits after all these years," said Gadot examining herself in the mirror.

The actress was so busy examining herself the mirror that she failed to notice a hoof opening the skylight above her.

"Miss Gadot" a voice called out, "You have some friends on the set who would like to see you."

"Ahh, Quibble Pants must have brought the others with him," sighed Gallop Gadot.

She quickly turned and began to head over to the door of the trailer. Just as she was about to turned the handle..

"KRA-KOOOOM!"

Gallop Gadot turned to see that a large safe had crashed down into the middle of her walk-in closet.

Rainbow Dash, Spike, and looked about in amazement. The ponies were standing right in the middle of Trotham City, or at the very least an incredibly set.

"This is amazing!" cried out Scootaloo in pure glee.

"I don't believe it!" proclaimed Spike, "They got everything exactly right!"

"Well not everything," Rainbow Dash, "The police station should be at the corner of Saddle and Main, not Hoofield and 18th."

She pointed up to street sign hanging above the set. Soarin rolled his eyes in annoyance.

"Everypony, there's somepony I'd like you to meet," Quibble Pants stated.

He walked over to the group alongside the bearded pony from earlier.

"This is Canter Zoom," stated Quibble Pants show the stallion in a cakey vest, "He's the director for this entire production."

"Any friend of old Quibble Pants here is a friend of mine," the director said adjusting his glasses.

"CANTER ZOOM!" A large shill voice called out.

The group turned to see a chestnut colored mare dressed in a Mane-iac costume.

"What is it now Chestnut?" asked Canter Zoom looking exhausted.

"You promised that I would imported peanut butter praline crunch bars inside of my trailer!" the mare fumed, "How come there are no Imported Peanut Butter Praline Crunch Bars Inside My Trailer!?"

The actress then stormed off in a huff, fluffing her poufy blonde mane.

"Who in Equestria was that?" asked Rainbow Dash

"Chestnut Magnifico.." mumbled Canter Zoom, "She's co-starring in this movie alongside Gallop Gadot.. She's actually quite pleasant on a good day.."

"I'd hate to see her on a bad day.." whispered Spike to Scootaloo.

"Uncle Canter Zoom!" a voice called out.

A light green earth pony with a turquoise mane trotted up to Canter Zoom.

"..I steamed miss Gadot's costume just like you asked," said the young mare adjusting her glasses.

"Good work Juniper," replied Canter Zoom, "Now could you do your Uncle a huge favor? Go get some imported peanut butter praline crunch bars for Miss Magnifico.

The exhausted looking earth pony gave a large sigh, "Yes Uncle Canter Zoom.."

"Is she alright?" asked Soarin as he watched the tired pony trot away sadly.

"Oh that's just my niece Juniper Montage," explained Canter Zoom, "She's been helping me out around the studio, so she's been quite busy lately."

"Well of course she's been busy," stated Rainbow Dash, "but it's all worth it to make Mare Do Well the Movie!"

"Gallop Gadot on the set!" a voice called out.

Everypony cheered as Gallop Gadot stepped out on the backlot in her Mare Do Well costume. She smiled nervously as she viewed her adoring fans.

"Gallop Gadot," shouted Rainbow as she raced over to the star with Spike and Scootaloo close behind, "It's us! We came to watch you start shooting!"

"Oh.. that's wonderful.." said Gallop Gadot trying to avoid eye contact, "..I'm so happy you could make it here.."

"Are you alright Miss Gadot?" asked Quibble Pants.

"Yeah," said Soaring approaching from behind, "You look a little nervous?"

"Oh it's just a bit of stage fright," replied the mare brushing off their worries.

"Back off you guys! You're giving her stage fright!" exclaimed Rainbow Dash shooing the Stallions away.

"Okay Ponies!" said Canter Zoom speaking into a large megaphone, "This is the big opening scene! Everypony in their places.. And.. Action!

In the city of Trottham City a large bank suddenly exploded. Several large stallions wearing ski masks charged out of the building with large sack's of money. The thugs chuckle to themselves, as they load their loot into the back of an armored truck.

The camera zooms up to the top of a large skyscraper, where a mysterious silhouette looks over the scene below. A bright flash of lightning reveals it to be Mare Do Well.

"I am the terror that trots in the night.." the heroine stated, "I am mother to this city.. And this city my child.. I am the mysterious Mare Do Well!"

"She's so awesome whispered Rainbow Dash" to Scootaloo.

"Shhhh.." whispered Canter Zoom to the pony behind the camera, "All right Ponies let's move on to the big opening stunt!"

Up on the skyscraper, a large tether was suddenly attached to Gallop Gadot's costume. The brave actress then leapt off of the top building and zip lined down towards the villains below.

As everypony watched this, they failed to notice a pair of eyes staring down from the rafters above.

All of a sudden, one of the ends of the zipline began to fray, finally snapping. Everypony watched in terror as Gallop Gadot began to tumble down to the set far below.

"NOOOOOOOOOOOOO!" shouted Rainbow Dash.

Everypony searched the ground below, but Gallop Gadot was nowhere to be found.

"Ahem"

They all looked back up to see the pegasus flapping her wing, and floating in midair.

"Calm down everypony.. I can fly remember?" Gallop Gadot stated.

"Oh.. right.." said Rainbow Dash looking embarrassed.

A short time later Canter Zoom and a few of the other set ponies examined the tattered remains of the zipline.

"I just don't get it," said Canter Zoom scratching his head, "I personally double checked the entire set this morning.. Everything should have been working fine.."

Rainbow Dash, Quibble Pants, Soarin, Spike, and Scootaloo watched the investigation in shock and confusion.

"I don't get it," said Quibble Pants, "It's not like old Canter Zoom to make a mistake like that.."

"I don't he madee a mistake said Soarin," said Soaring.

"Well somepony made a mistake," said Rainbow Dash furiously, "Gallop Gadot could have been smashed flat."

"Um, guys," said Scootaloo looking over at a far corner of the set, "Where is she going?"

Everypony turned to see Gallop Gadot trying to sneak off of the set unnoticed.

A serious look suddenly crossed Rainbow Dash's face.

Gallop Gadot trotted down a lonely hallway of Applewood studios. Posters of numerous movie decorated the walls all around her, and she could swear the eyes of the ponies on them were following her.

All of a sudden she had a distinct feeling she wasn't alone.

Gallop Gadot turned and gave a swift kick with her hind leg, pinning somepony to the wall.

"Excuse.. me.." said Soarin, Gadot's hoof on his neck, "Could you please.. let me down.."

Gallop Gadot lowered her leg and saw that Soarin was joined by Rainbow Dash, Scootaloo, and Spike.

"What are you all doing down here?" asked Gallop Gadot regaining her composure.

"We were going to ask you the same thing," stated Rainbow Dash, "Why aren't you on the set with everypony else?"

Gallop Gadot looked about the room nervously, "I can't quite explain it.. But I have a strong suspicion that what happened on the set wasn't an accident.."

"What do you mean?" asked Spike.

"Something else happened.." continued Gadot, "..In my dressing room.. I know that it's silly.. But I can't help but feel that.."

"That what?" asked Scootaloo.

Gallop Gadot leaned into the ponies closely, "That somepony is out to get me.."

"What!?" shouted Rainbow Dash, grabbing ahold Gallop Gadot, "What Pony!? Who!? How!? When!? Why!?

"I don't know.. I don't know.. I don't know.. and I don't know.." said Gallop Gadot off of her, "But don't want anypony to know about this.. If the director finds out he might the entire production.."

"Would that be such a bad thing?" asked Soarin.

Everypony suddenly glared at him.

"Would that be so bad!?" exclaimed Rainbow Dash grabbing Soarin by the face, "Would that be so Bad!? Of course it would be bad! It would ruin her career! Not mention disappoint hundreds upon thousands of her fans!"

"Precisely," said Gallop Gadot, "Which is why it's best that I take care of this matter myself.."

"By running away?" asked Spike.

"Of course not," proclaimed Gallop Gadot proudly, "I was just going to do a bit of investigating.. I am a bit of a detective you know."

"I didn't know that," said Soarin.

"Hellooo!" proclaimed Rainbow Dash knocking on Soarin's head, "Have you watched any of her 276 episodes!?"

"I must have missed a few.." said Soarin rolling his eyes.

"Oh I've got an idea!" said Scootaloo jumping up and down, "We've seen every episode of Mare Do Well ever right?"

"Right.." said Rainbow smiling, as if she already knew what she was about to suggest.

"So why don't we do some investigating too!" Scootaloo proclaimed.

"You read my mind Squirt," said Rainbow Dash ruffling Scootaloo on the head.

Gallop Gadot smiled, "That's very kind of you all.. but I don't think.."

"Pleeeease!" said Rainbow Dash with big pleading eyes, "It's always been my dream to solve a case with Mare Do Well.. Please, please, please, Please!"

Gallop Gadot sighed, "Very well, you can help me.."

"YES!" shouted Rainbow Dash, Spike, and Scootaloo leaping up into the air with joy. As they trotted off after Gallop Gadot chattering happily, Soarin stayed back and rolled his eyes.

"This was supposed to be a relaxing vacation.."

"Are you sure this is the spot?" Rainbow Dash asked.

She and Gallop Gadot were back in the trailer, examining the large safe that had somehow crashed through the ceiling.

"I'm almost positive," said Gallop Gadot rolling here eyes.

"Hmmmmmm.." said Rainbow Dash as she looked back and forth from the safe and the ceiling.

"How do you think it got in here," said Rainbow Dash flapping up towards the ceiling.

"My guess would be the skylight," said Gallop Gadot.

"But look! The glass isn't broken! How did it get in here?" Rainbow Dash stated gesturing towards the skylight.

"I guess someone must have opened it," Gallop Gadot shrugged.

Rainbow Dash smiled, "Was it locked?"

A look of realization crossed Gallop Gadot's face, "Yes, I'm almost positive it was!"

"Then that means who ever dropped this safe must have had a key!" said Rainbow Dash raising a hoof in triumph.

"But only ponies on the set have a key to this trailer," Gallop Gadot pointed out.

"Which means," said Rainbow Dash rubbing her chin with a smile, "Someone on the set must of dropped this safe.. Someone who wants you out of the way!"

"But everyone on the set is depending on this movie," pointed out Gallop Gadot, "Why would anypony want me out of the way."

"Well you're my agent aren't you?! Figure it out!" a voice shouted.

Rainbow Dash and Gallop Gadot both jumped with a start. They quickly rushed over to the window the trailer to investigate the commotion. At the side of the trailor stood Chestnut Magnifico, unaware of the ponies spying at her.

"I don't care if I'm under contract!" shouted Chestnut into her cellphone, "This picture is a joke, and I want this thing shut down! Do you hear me?!"

The two pegasi watched as Chestnut Magnifico stormed off in a huff.

"Did you hear that!?" asked Rainbow Dash looking excited, "Chestnut Magnifico wants out of the movie!"

"I don't understand?" stated Gallop Gadot looking confused, "Canter Zoom said she practically begged to be in this picture.."

"Yeah," said Rainbow Dash slyly, "but I bet she wanted to be the star of the picture! Now she's trying to get you out of the way!"

"I don't know," said Gallop Gadot looking doubtful."

"How else do you explain this," stated Rainbow Dash, "Come on, we've got to tell the others!"

"Well this looks like the spot," stated Soarin.

He, Spike, and Scootaloo were up in the rafters above the set, examining the spot where the zipline had snapped.

"It looks like the zipline just fell apart," said Scootaloo examining the frayed edges of the tether.

"It looks like it," stated Soarin, "but it's not.."

"W-wh-what do you mean," asked Spike holding on tightly to a girder.

"Look closer," said Soaring picking up the tether, "A part of this rope has been cut.. Just enough so that it would snap under Gallop Gadot's weight."

"How do you know that?" asked Scootaloo with a raised eyebrow.

"Your brother and I used to pull the same trick on the royal guards all the time," said Soarin congidently.

"But why would anyone want to hurt Gallop Gadot?" stated Scootaloo.

"A-a-and who would have the courage to climb this high," said Spike nervously staring at the ground far below.

"Either someone want's to be the new Mysterious Mare Do Well," said Soarin, "or somepony has a serious axe to grind with Gallop Gadot.."

"But Uncle Canter Zoom..!" called out a voice from down below.

Spike, Soarin, and Scootaloo looked down to see Juniper Montage following her Uncle across the set below.

"I don't want to here it Juniper," mumbled Canter Zoom looking down at his notepad.

"But you promised I could a role in this movie!" exclaimed Juniper desperately.

"I said you could have a role in one of my movies eventually," corrected Canter Zoom, "This motion picture is to big for us to take any risks."

"But Uncle Canter Zoom..!" Juniper Montage continued.

"You have to pay your dues first Juniper," said Canter Zoom raising an eyebrow, "Need I remind you it was your job to check the zipline this morning.."

"But that wasn't my fault," proclaimed Juniper, "If you could just give me a chance..!"

"That's enough Juniper, this conversation is over," finished Canter Zoom.

The ponies and Spike watched from above as the director and his niece walked off.

"Did you hear that?! asked Scootaloo.

"Yeah," said Soarin, "Juniper Montage was in charge of checking the zipline this morning.."

"And she want's a role in the movie!" pointed out Scootaloo, "Maybe she's behind this!"

"It's possible," said Soarin, "but we should discuss it with the others before we jump to any conclusions."

"G-good," stuttered Spike, "C-c-c-can we get down from here now..?"

"I'm telling you," stated Rainbow Dash, "It's got to be Chestnut Magnifico!"

"No!" proclaimed Spike, "It's gotta be Juniper Montage!"

The four ponies and Spike were meeting in Gallop Gadot's trailer.

"Chestnut Magnifico wants out of the movie!" pointed out Rainbow Dash.

"Juniper Montage was in charge of checking the zipline!" returned Spike.

"Enough!" proclaimed Soarin as he got between the two, "Look we already have two suspects with two different motives.. But we can't start arguing over which of them is guilty.

"He's right," proclaimed Gallop Gadot, "We don't have any clues to prove either of them are responsible."

"So how do we get clues?" asked Scootaloo.

"Well the simplest way would be to investigate both of our suspects and see what we can find.." explained Gallop Gadot.

"Great," said Rainbow Dash with a sly smile, "So I say we trot over to Chestnut Magnifico's trailer and see what he's hiding."

"Excuse me," said a voice.

The ponies and Spike all turned to see Quibble Pants at the door of the trailer.

"I don't need to interrupt, but Canter Zoom says that he needs Gallop Gadot back on the set," Quibble Pants stated.

Gallop Gadot sighed, "Sorry everyone.. I have a big fight scene with the Maniac to film.."

They all watched as Gallop Gadot trotted off following Quibble Pants.

"I don't know about you guys," proclaimed Rainbow Dash with a serious look, "But I know that Chestnut Magnifico is behind this.. And I say we start looking for clues immediately!"

Spike, Scootaloo, and Rainbow Dash glanced around the edge of Gallop Gadot's trailer. All three glanced at Chestnut Magnifico's trailer on the other side of the room.

"Okay everypony, GO.." whispered Rainbow Dash.

The three of them carefully snuck over from on trailer to the other, trying there best no to make a sound. As they made it to the Chestnut's trailer, the three backed up against the wall of trailer, trying there best not to be seen.

"All right everypony, on the count of three.." Rainbow Dash whispered, "One.. Two.."

All of a sudden Soarin burst through the door of the trailer. Spike, Scootaloo, and Rainbow Dash looked at him coming out of the trailer dumbfounded.

"The trailer is empty guys," said Soarin looking annoyed, "Everypony is on the set filming the movie.."

"Oh.. Right.." said Rainbow Dash blushing.

All four entered inside of the trailer. It was surprisingly dark, with articles of clothing and candy wrappers tossed about the room.

"Ewwwww.. Doesn't she ever clean up?" stated Scootaloo going through her dirty laundry.

"Keep looking guys," said Rainbow dash going through a mess of crunch bar wrappers, "There's got to be a clue proving Chestnut is behind this somewhere."

"Um guys.." said Spike looking rather nervous, "I really don't think Chestnut is behind this.."

"Ugh.. Don't start that again Spike.." groaned Rainbow Dash.

"Why do you think Chestnut is innocent Spike?" asked Soarin.

"Because," chattered Spike peaking into the closet, "Chestnut Magnifico is right here.

The small dragon swung the door open. Everypony gasped at the sight of Chestnut Magnifico bound and gagged within her own closet.

"Quiet on the set!" called out Canter Zoom into a large megaphone.

Everypony was preparing for the big fight scene between Mare Do Well and Mane-iac. Pieces of rubble and shattered buildings were being added to the set of Trottham City. The lights were dimmed as flashing of lightning began to appear in the background.

"Are you sure you want to got through with this?" asked Quibble pants.

He was speaking to Gallop Gadot as she approached to the set in her Mare Do Well costume. She was nervously looking about the room.

"The show must go on," she said with a sigh.

Gallop Gadot placed her mask over her face and walked out onto the set.

"Alright then.. Where's my Mane-iac?" called out Canter Zoom.

The figure of a pony in a Mane-iac costume slinked from out of the shadows. Her face was hidden by her wild and unruly green mane.

"Ah, Chestnut.. There you are," stated Canter Zoom, "Gadot's already on the set, so let's film this thing already!"

The Mane-iac smiled slyly, and slowly trotted out onto the set to join her costar.

"All right," shouted Canter Zoom, "Action!"

Rain began to pour down upon the city of Trottham as the Mane-iac and the Mare Do Well faced each other down for the last time.

"It's over Mane-iac! You're tyranny over Trottham City ends today," Mare Do Well proclaimed.

The Mane-iac said nothing, she stood there and smiled wickedly.

Mare Do Well looked confused, "Um.. It's over Mane-iac! You're tyranny over Trottham City ends today!"

The Mane-iac still just stood there and smiled silently.

"You're supposed to say, 'But Mare Do Well.. The tyranny in Trottham has just begun'," whispered Gallop Gadot through her mask.

"Cut!" shouted Canter Zoom, "Alright Chestnut, what's going on?"

"Gallop Gadot!" shouted out a voice.

Everypony on the set turned to see Rainbow Dash, Scootaloo, Spike, and Soarin racing onto the set in a panic.

"That's not Chestnut Magnifico!" shouted out Rainbow Dash.

The Mane-iac smiled. All of a sudden to large tufts of her hair reached out and grabbed ahold of Gallop Gadot's hooves. Two more tufts of hair stretched down to the ground and acted as a pair of large legs. The Mane-iac began climbing a large buingind on the set, carrying a panicked Gallop Gadot along with her.

"How is she doing that?!" asked Soarin in disbelief.

"We designed the Mane to be mechanical," shrugged Canter Zoom with a nervous smile, "It seemed like a good idea at the time."

The ponies watched in a panic as the Mane-iac climbed higher and higher with Gallop Gadot in tow.

"I'm coming Miss Gadot!" proclaimed Rainbow Dash.

She quickly stepped backwards, and zoomed up in the direction of Gallop Gadot. Before she could even reach her, two more of the Mane-iac's tufts of hair shot out and began swiping about the air, batting Rainbow Dash.

"I'm coming Dash!" shouted Soarin.

He quickly sailed upwards and joined Rainbow Dash. The two pegasi dodged and dove between the Mane-iacs tendrils, trying to get to Gallop Gadot.

Spike and Scootaloo watched nervously from below. All of a sudden Scootaloo noticed something off to the side.

"Come on, Spike! I have an idea" proclaimed Scootaloo as she pulled the chattering Dragon along with her.

Back up in the air, Gallop Gadot began to squirm her way out of the Mane-iacs coils. The pony in the Mane-iac costume was so distracted by Rainbow Dash and Soarin, she didn't notice. Seeing her opening, Gallop Gadot swung on one of the tufts of Mane, and landed atop of the Mane-iac.

"Who are you?!" shout Gallop Gadot as she clung onto the Mane-iac pony's neck.

The Mane-iac just growled as she tried to shake the actress off of her.

Down below Spike and Scootaloo walked back onto the set carrying along a large trampoline with them.

"Brilliant guys!" proclaimed Quibble pants realizing what there plan was.

He quickly joined the two of them, and helped them move the trampoline directly beneath the Mane-iac.

"Rainbow Dash!" shouted Scootaloo, "Down here!"

The young filly caught he idol's attention, who smiled as she quickly caught onto the plan. Rainbow Dash gave off a large whistle, signaling Soarin and Gadot who quickly caught on.

Rainbow Dash and Soarin nodded at each other, and both quickly flew up towards the ceiling above.

"You had a brilliant plan Mane-iac.. But you forgot one important detail!" smiled Gallop Gadot.

Soarin and Rainbow Dash quickly turned and did a nose dive directly towards the Maniac. Gallop Gadot let go of her foe.

"I can fly!" proclaimed Gallop Gadot flapping her wings.

The movie star watched as Rainbow Dash and Soarin charged directly into the villain, and flew her all the way down into the trampoline below. There was a large crash as the Mane-iac pony crashed through the trampoline head first. Rainbow Dash and Soarin quickly used the opportunity to tie up the fiend with her own mane.

The ponies and Spike looked down on the Mane-iac now completely secured in her own weapon.

"So what do you think of that ending?" asked Rainbow Dash as put a hoof around Quibble Pants.

"Now that's how you end a Mare Do Well Movie!" proclaimed Quibble Pants proudly.

A short while later, everypony on set was gathered around the tied up pony in the Mane-iac costume.

"So this isn't Chestnut Magnifico?" asked Canter Zoom confused.

"Nope." stated Soarin, pointing to the starlet, "We found her tied up in the dressing room."

"I was just in the middle of getting out of a ridiculous documentary about 'nests' around the world," proclaimed Chestnut, "When this maniac snuck wearing my costume!"

"And since Chestnut was 'tied-up' at the time up the time of the crime.." stated Rainbow Dash, "No offense!"

The pegasus floated over to the Mane-iac and place a hoof on the fiends shoulder.

"That can only mean this pony is none other then Juniper Montage!"

"Did somepony call my name," a voice cried out.

Everypony turned to see Juniper Montage entering through the stage doors.

"I'm sorry I'm late uncle," proclaimed Juniper looking exhausted, "It took me forever to find those imported peanut butter praline crunch bars that Miss Magnifico wanted!"

Everypony looked back at the Mane-iac pony dumbfounded.

"But.. If it wasn't Juniper.. And it wasn't Chestnut.. Who is this Pony?" proclaimed Rainbow Dash!"

"There's only one way to find out," stated Gallop Gadot.

The actress in Mare Do Well's clothing quickly grabbed ahold of the Mane-iac's wig and pulled it away, revealing a light grey pony with a pitch black.

Everypony gasped at the snarling mare before them.

"Lily Carter!?" Everypony proclaimed.

"Who?" asked Soarin still confused.

"She was the actress who used to play Mare Do Well before miss Gadot!" proclaimed Scootaloo stomping her hoof.

"Haven't you been paying attention?" asked Spike crossing his arms.

"But.. This doesn't make sense!?" exclaimed Rainbow Dash in disbelief, "Why would the original Mare Do Well want to stop The Mysterious Mare Do Well Movie!?"

"Because it's not fare!" shout the former actress glaring at Gallop Gadot, "Why does she get all the fame and glory that comes with being Mare Do Well when I'm stuck with nothing!?"

"But you wanted to retire from the role," stated Gallop Gadot confused.

Lily Carter sighed sadly, "When I retired from the role of Mare Do Well, I thought that I'd be moving onto bigger and better thing. Nopony wanted to hire me because all they remembered me as was a a cheesy super hero.."

"Everyponys' favorite superhero," stated Quibble Pants looking down at his hero in dissapointment.

Two security ponies showed up at trotted away with Lily Carter in tow. Everypony watched in sadness as the former actress was walked off the set.

"I'm so sorry for trouble I've caused everypony," said Gallop Gadot, "I had no idea the Lily Carter was so jealous of me.."

"It's not your fault," said Soarin, "You were just trying to make your fans happy, that pony was only trying to make herself happy."

Gallop Gadot looked over Rainbow Dash, Quibble Pants, Spike, Scootaloo, and everypony else on the cast and crew. As she all her fans looking to there hero, a look of confidence slowly began to cross her face.

"Well everypony," proclaimed Gallop Gadot, "We've got a movie to make!"

Everypony on the set cheered at the sound of Gallop Gadot's words.

"I can't thank you all enough," stated Canter Zoom as the ponies on the set got back to work, "Thank's to you, Mare Do Well the Movie is back on schedule."

Rainbow Dash, Spike, and Scootaloo blushed and shuffled in place.

"You know," said Canter Zoom tapping his chin, "We may have some room for a few more extras on our set."

Rainbow, Spike, and Scootaloo looked at each other in utter amazement.

"YaaHOOOOOOOOOOO!" all three of the shouted, leaping up into the air with joy.

"Eeeeeeeeeeeeeeeeeeeeee!" proclaimed Quibble Pants, has he hugged Soarin tightly, trying to contain himself.

"Wonderful.." said Soarin rolling his eyes.

"We might even have some room for the best assistant an Uncle could have," said Canter Zoom drawing his niece close.

Juniper Montage blushed at her uncle's compliment.

Elsewhere in Applewood, a pony drawn prison carriage carried a distraught Lily Carter far away from the set of Mare Do Well the movie.

"So, they think they can toss me away like yesterday's newspaper.. Just replace me the new edition all prim and proper.. Well I am the terror that Trots in the Night.. I am the pony that haunts you're nightmares.. Every hero needs a villain.. And I'm happy to play the part.."

"Mwahahahahahahaha!"

Kingdom of the Griffins

Kingdom of the Griffins

Trenderhoof's ship flew high in the sky above the clouds and the sea below. Aboard it was himself, Troubleshoes, Twilight, Applejack, Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, and Spike.

"Ugh how much longer," groaned Rainbow Dash leaning over the edge of the ship, "I could have flown to Griffonstone by now!"

"Griffonstone is very far away," pointed out Twilight, "Not to mention all the way across the Celestial Sea."

"I know, I know," said Rainbow Dash look agitated, "I just can't wait to get there!"

"Well I can," said Trenderhoof rolling his eyes, "I've had more then enough experiences with griffins.."

"Trenderhoof," stated Rarity looking shocked, "I'm surprised at you. How can you say such a rude thing?"

"Well it's true isn't it," stated Trenderhoof, "I've already had to deal with Grif'aun more times than I can count.. I not looking forward to meeting more Griffins!"

"Now Trenderhoof," said Fluttershy floating over to the stallion, "I will have you know that Rainbow Dash and I have met plenty of nice Griffins."

"That's right!" said Rainbow Dash leaping up into the air, "Like Gilda!"

"Who," Asked Applejack confused. She was fishing over the edge of the ship with Spike.

"Oh, Gilda was one of our closest friends back at Junior Speedsters Flight Camp," stated Fluttershy.

"Closest friend?" stated Rainbow Dash, "She was the greatest Friend! That griffin could fly like no other Griffin could! That's I just can't wait to get to Griffonstone!"

"I'm excited to see Griffonstone too!" said Twilight looking up from, "I've been reading about there history, and the griffons have a proud and noble legacy. I've even heard there city is one of the most beautiful outside of Equestria."

"So why are we going there again," said Spike as he caught a bite from the end of his line.

"A diplomatic mission," said Twilight, "The griffons and the ponies have always been rivals, so we're going to extend our hoof in friendship."

"And the other reason is?" stated Applejack as she tried to save Spike from the bird he has caught on his line.

"Well, the Kingdom of Griffonstone has been around for over a thousand years," said Twilight blushing, "If any creature knows where there might be another key to Tartarus, it's them.."

"Ahoy!" shouted a voice.

The ponies and Spike all looked up to Pinkie Pie up in the crow nest.

"Griffonstone, dead ahead!" the pink pony continued, "Hoist the colors! Weight the Anchor! Man the lifeboats and unpack for Granny's House! Were Heeeeere!"

The ponies and Spike all looked over the edge of the ship to see mountain peak, with a momentous tree tree jutting out of the top of it. Numerous tiny houses could be seen scattered across it's massive branches, with a glorious palace at the top.

"Everypony, welcome to Griffonstone!" said Twilight Sparkle triumphantly.

Trenderhoof's ship had been parked at the bottom of the mountain peak. The mane six, and Spike were making there way the curved path up the mountain, with Trenderhoof not far behind.

"Um, Trenderhoof darling?" as Rarity looking at the stallion sheepishly, "Are you sure you don't stay behind, and guard the ship with Troubleshoes?"

"There's no way I am leaving you girls alone in a city full lying, scheming griffins," stated Troubleshoes, "I promised Flash I'd keep an eye on you!"

"Well if ya'll are comin' with us," said Applejack sternly, "Ya'll had better change that attitude of yours! We're trying to make friends with these here griffins.."

"You ponies should be talking to me then," stated Rainbow Dash proudly, "I've already got friends in Griffonstone.

Everypony else rolled there eyes.

"Look!" called out Twilight with excitement.

Up ahead of them stood a large grand gate, leaning over the edge of the peak. The ponies and Spike quickly picked up there pace and headed for the entrance.

"Everypony," proclaimed Twilight as the reached the top, "May I present to you, the City of..."

Twilight Sparkle paused mid conversation. Everypony gasped at the sight that lay right in front of them. Just beyond the gates of Griffonstone stood a handful of ramshackle shacks, with straw roofs that had all but caved in. Only a few griffins could be spotted lounging about and looking annoyed.

"This is the most beautiful city outside of Equestria?" asked Rarity in disbelief.

"I'd hate to see what the ugliest city outside of Equestria looks like," stated Pinkie Pie.

The ponies and Spike walked through the gates, which were slowly falling apart. The ruined hovels continued up the trunk of the tree and out to it's branches. As they walked up the trunk towards the Castle, they passed by numerous griffins, all of whom gave them dirty looks.

"I don't understand," said Twilight looking down at her book, "Everything I've read stated that the Griffins took pride in there city. How did it get like this?"

"Excuse me sir," said Rarity trying to catch the attention of a passing Griffon, "Could you please tell me what took place here."

"Hmph!" stated the Griffin sticking up it's peak and walking away.

"Hey there," said said Rainbow Dash flying over to a female Griffin, "Are you friends with a girl named Gilda?"

The young Griffin brushed Rainbow Dash aside and gave her to cold shoulder.

"You see!" said Trenderhoof crossing his hooves, "Rude, insensitive bullies.. Just like Don Grif'aun!"

Every griffon suddenly halted in there tracks and turned to the ponies after hearing what Trenderhoof had said. There look of annoyance had suddenly turned to looks of fear.

"Don't say that name!" said a Griffin flying over to Trenderhoof and covering his mouth.

"You mean Don Grif'aun?" stated Spike in confusion.

"They just said it again!" said an old lady griffin.

"What's wrong with saying Don Grif'aun?" asked Pinkie Pie, "It's fun to say Don Grif'aun! I could say it all day! Don Grif'aun! Don Grif'aun! Don Grif'aun! Don Grif'aun!"

"They keep saying it," another griffin panicked.

"Run for your lives!" a griffin shouted out waving his claws in the air.

All of the griffins suddenly flew up into the air in a wild panic, screaming they did so. The ponies and Spike stood in the middle of the now empty street completely confuse.

"What the heck was that about!?" asked Rainbow Dash in confusion.

"Um, maybe we should avoid sayin' that name from now on?" stated Applejack.

"What name?" Pinkie Pie stated, "You mean Don Grif.."

Rarity quickly covered Pinkie Pie's mouth before she could finish, "Yes, that name!"

The ponies continued to up the trunk of the tree until they reached the castle atop of it. Unlike the rest of Griffonstone, the castle was in Pristine shape, carved out of the finest white stone that shimmered in the sunlight. Two griffons in armor guarded the large double doors of the castle.

"Um, I'm Princess Twilight Sparkle," Twilight said nervously, "We're here to see King Griff?"

The two guards gave each other the eye, and then eyed the ponies. Finally they stepped aside and opened the door to let them pass.

The ponies and Spike walked past the doors and into the foyer of the Castle Griffonstone. The castle was even nicer on the inside. Large open windows shined light onto elegant tapestries depicting griffins doing many heroic deeds. The ceiling above them was painted with the images of heroic Griffin Kings of the past.

As they walked down the golden carpet of the foyer, they entered in a large throne room even grander than the foyer. The walls and ceiling were decorated with carvings of numerous griffins each one grander then the next. At the end of the throne room beneath a large stained glass window of King Griff, stop a humongous throne with King Griff himself sitting upon it.

"Princess Twilight Sparkle," said King Griff in excitement, "Welcome to Griffonstone!"

Twilight smiled sheepishly up at the King, "Oh.. Thank you?"

"So what do you think?" asked King Griff gesturing proudly.

"Ummm.." muttered Twilight a bit confused.

"Of my castle of course," said King Griff leaning in with anticipation, "Tell me your thoughts!"

The ponies looked at each other for a moment, nervously trying to figure out what to say.

"Oh, it's wonderful.." said Applejack gritting her teeth.

"Simply.. Divine, darling.." stated Rarity trying not to be rude.

"It's.. nice.." muttered Fluttershy.

"Yes, yes, I know," said King Griff rubbing a claw against the throne, "It was a labor of love really. I'm just sorry you all to arrive before it was finished.

"Finished?" asked Twilight looking confused.

"Why the statues not even halfway ready yet," King Griff stated.

The ponies looked out a nearby window to see two Griffins carving a ten foot statue of King Griff out of a piece of granite.

"Um, I can't help but notice that the rest of Griffonstone doesn't share your castles beauty?" asked Rarity, attempting to be careful with her words.

"Yes, such a pity," said King Griff looking at his claws, "The taxes do hit the griffins hard.. But such is what happens when you're running such a refined and elegant country.

The ponies all looked at each other for a moment.

"Greedy, lying, scheming thieves.." whispered Trender Hoof under his breath.

Rarity gave him a quick jab with her elbow, signaling for him to hush up.

"So how shall begin this treaty of friendship," stated King Griff as he rose form his throne. Several griffins tended to him, adjusting his cape and handing him a drink. "Shall we ourselves a banquet..? A small party..?"

"A party!" said Pinkie Pie leaping up with excitement.

Rainbow Dash quickly pushed her back down in annoyance.

"Actually your majesty," said Twilight Sparkle as she followed the Griffin King about his throne room, "I was hoping we could have a word with you about the Keys of Tartarus?"

King Griff glanced up ever so slightly to Twilight Sparkle, and then glanced back at his cup, "Keys of Tartarus? Why I'm afraid I've never hear of them."

Twilight frowned, "Your majesty, I've studied the history of Griffonstone thoroughly.. And I know for a fact that the founder of Griffonstone, King Grover, played a large part in the battle against the titans!"

"Yes well that was a long time ago," said King Griff taking a sip from his drink, "Perhaps this key of yours went the same way as the Idol of Boreas? We did lose a lot of treasure after the whole Arimaspi incident.."

"Or maybe it was stolen by Don Grif'aun?" sated Trenderhoof.

King Griff suddenly spat out his drink in horror, "How do you know about that!?"

Everypony looked at King Griff in a mixture of shock and confusion.

"I mean.. Who is Don Grif'aun," stuttered King Griff pulling at the collar of his cape, "I've never that name before.. Are you sure he's even a griffin.."

"Um.. yeah.. We're pretty sure.." said Rainbow Dash eyeing the King suspiciously.

"Oh.. look at the time.." said King Griff looking at his wrist where a watch should be, "It's.. nearly Ten Thirty in the morning.. It's a shame you all have to leave and.. Never come back!"

"But we just got here?" stated Spike.

"King Griff," asked Twilight Sparkle, "Is there a reason no one around talks about Don Grif'aun?"

"Enough!" said King Griff who was quickly becoming angry, "I have no time to answer such ridiculous questions! Guards! Guards!"

Two griffons in armor quickly rushed into the throne room.

"Come back when you ready to talk about more civilized topics!" King Griff fumed.

And with that, the two guards proceed to push the ponies and Spike out of the throne room, and out of the castle.

Feeling both defeated and confused the mane six, Spike, and Trenderhoof walked about the village, back towards there ship. Everywhere they went, the Griffins seemed to give the ponies dirty looks.

"What the heck was that about!?" asked Rainbow Dash in disbelief.

"I don't know," said Twilight, "but we can't possibly leave Griffonstone with King Griff angry at us."

"Gee," muttered Trenderhoof sarcastically, "Who would have possibly guessed that the king of the griffons would be a selfish, self centered jerk? I certainly wouldn't have."

"You weren't exactly on your best behavior either," said Rarity smacking Trenderhoof on the back of the head, "If anything you were even ruder then the King!"

"Maybe Trenderhoof should apologize," said Spike with a smile.

"Apologize!?" stated Trenderhoof in disbelief.

"That's a wonderful idea Spikey," said Rarity patting Spike on the head, "We'll have Trenderhoof give an official apology to King Griff!"

"Oh No!" stated Trenderhoof firmly, "There is no way in Equestria that I am apologizing to that cocky, self centered..!"

Rarity gave Trenderhoof a sharp look, which quickly made him swallow his words.

"Yes dear.." Trenderhoof responded.

Trenderhoof gave Spike a quick glare, and trotted away pulling Rarity with him.

"What? What did I do?" asked Spike confused.

"I'll explain it to ya'll later," replied Applejack.

As the ponies continued to walk about the streets of Griffonstone, Rainbow Dash suddenly noticed someone familiar.

"Gilda?" Rainbow Dash stated.

Right down the street, mixed amongst the crowd of griffons, stood a rather cranky looking female griffin. She stood besides a bakers cart, desperately trying to sell scones.

"It is you!" shouted Rainbow Dash waving, "Hey Gilda over here!"

The griffin looked over at the group of ponies and suddenly panicked. She quickly grabbed as many scones as she could and flew away.

"Gilda?" asked Rainbow Dash confused.

The blue pegasus quickly took off into the skies and chased after her old friend.

"Yo, Gilda! Wait up!" Rainbow Dash shouted.

Seeing the blue pony follow her, Gilda began to speed up and darted down a nearby street. Rainbow Dash quickly followed her, forcing Gilda to make another sharp turn. The two friends continued to chase each other about, going back and forth down every branch and street of Griffonstone.

Finally Gilda was forced to hide behind an old shack, desperately trying to catch here breath. As she glanced, over to her side, only to see Rainbow Dash right beside her.

"Don't you remember?" the pegasus stated, "It's me Rainbow Dash!"

Gilda was about to take off again, when she suddenly sighed and gave up.

"It's good to see you again Dash.." said Gilda with a small smile.

"I knew you'd remember!" said Rainbow Dash excited, "Why did you..?"

Gilda suddenly covered Dash's mouth, stopping her in midsentence.

"Not here," whispered Gilda, "Follow me.."

Gilda slunk about the streets of Griffonstone with Rainbow Dash close behind her, slowly making there way to a large worn out shack. Gilda pulled aside the tarp covering the door, allowing her old friend.

"We should be fine here," said Gilda, "Nogriffin else should be home right.."

"A pony!" a highly excited voice cried out.

"Oh no," said Gilda slapping herself in the face.

A grey female griffin with a big shining smile flew down to the two of them in excitement.

"I don't believe," said the griffin examining a startled Rainbow Dash, "I've never actually met a real live pony before! My name's Gabby! What's your name? Do ponies even have names? This is so exciting! I have so many questions to ask you!"

"Gabby!" shouted out Gilda in frustration.

The chatty griffin suddenly halted mid sentence, startled by Gilda.

"This is Rainbow Dash," signed Gilda, "She's an old friend, and I would like to keep that quiet."

"Gilda the grump is friends with a pony?" a voice stated from above.

"Oh come on," said Gilda rolling her eyes.

Another griffin, this one a light blue male, floated down to the group with a cocky smile on his face.

"Oh this is to rich," said griffin boy slapping his thigh, "I can't wait to tell everyone in Griffonstone about this."

"If you tell anygriffin about this Gallus, I swear..!"

"Ahem," a voice muttered.

Every griffin turned to see Rainbow Dash, an annoyed look on his face.

"Are you trying to hide me Gilda?" the pegasus asked with a raised eyebrow.

"What no," said Gilda with a nervous smile, "I'm just.. Trying to keep you safe!"

"More like your trying to save your reputation," said Gallus rolling his eyes.

"It's one pony Gallus!" shouted Gilda, "It's not like I know a whole herd of them!"

"Oh Rainbow Dash?" a soft voice called out.

Fluttershy suddenly popped through the front door.

"There you are Rainbow Dash," Fluttershy said, "Oh, hello Gilda."

"Great, just great.." muttered Gilda in disbelief.

"Whoa, nice place you got here," said Pinkie entering the hut behind Fluttershy.

"Nice?" said Trenderhoof close behind, "This place is a glorified dump."

"There you go again Trenderhoof," said Rarity frustrated, "being rude to every griffin you see.. And to our hosts no less.."

"Beg pardon Rarity," stated Applejack, "But these griffins didn't technically invite us in?"

"Oh they don't mind," said Spike chewing on one of Gilda's scones, "These Griffonscones are delicious.."

"Spike! I told you to stop eating those," Twilight stated, "They're as hard as rocks!"

"What's your point," replied Spike taking a large bite out of another one.

Gallus looked at Gilda with a sly smile on his face.

"Don't say a word," growled Gilda clenching her beak.

"I didn't say anything," stated Gallus matter of factly.

"Oh my gosh, Oh my gosh, Oh my gosh, Oh my gosh!" stated Gabby in pure amazement, "Look at all the ponies!"

She quickly flew over to the mane six and began examining them one by one.

"You're Pink! And you're yellow! Is that a cutie mark? How do I get one? Is true ponies eat Rainbows? What kind of pony are you?"

"Um, I'm a dragon," replied Spike looking at Gabby confused.

"I like this girl," said Pinkie Pie elbowing Rainbow Dash.

"Um Dash, could you come here for a moment," said Gilda gritting her beak.

The young griffin quickly pulled Rainbow Dash over to a corner, with a frown.

"Look you've got to get these ponies out of here," whispered Gilda under her breath.

"Um these ponies are my friends," said Rainbow Dash with a huff, "And Fluttershy used to be your friend to in case you've forgotten."

"I know, I know.." said Gilda frustrated, "But's it bad for my image to be hanging out with a bunch of ponies.. If the other Griffons saw me.."

Gilda sighed and looked down in the ground in sadness. A look of concern crossed Rainbow Dash's face.

"Gilda, what happened to you?" the pony asked, "You never care anygriffin else thought of you before.."

"Well that was then and this is now," said Gilda with a huff, "Things have changed since Junior Speedsters Flight Camp.."

Rainbow Dash gave a sad sigh and turned away, "Come on everypony.. Something tells me were not wanted here.."

The other ponies and Spike watched as Rainbow Dash sadly trudged towards the door. An angry look crossed Trenderhoof's face.

"You know, Rainbow Dash said you were a good friend," Trenderhoof stated glaring at Gilda, "But you're exactly what I though you'd be like.. A real jerk!"

Trenderhoof began to trot away following Rainbow Dash.

"Typical pony," said Gallus with an arrogant smile, "Think's the whole world revolves around him.."

Trenderhoof screeched to a halt in his tracks. He quickly turned around and glared at Gallus.

"You know aside from her," said Trenderhoof pointing at Gabby, "You griffins are exactly what I thought you'd be like.. Greedy, selfish jerks!"

"Well excuse us for greedy," said Gallus mockingly, "We can't all live in fancy palaces like you ponies do."

"I'll have you know that ponies have just as many problems as you griffins do!" said Trenderhoof.

"Oh yes," continued Gallus, "I don't know what's worse.. The sunny blue skies? The endless green fields? Or maybe it all the magic you use so you never have to lift a hoof!?"

"We ponies work together to solve our problems," stated Trenderhoof, "Maybe if you griffins tried your kingdom wouldn't be such a dump!"

"Oh and how would we do that?" asked Gallus, "By singing and dancing like a sissy pony!"

"Don Grif'aun sings all the time," shouted Trenderhoof, "And he's a Griffin!"

A look of fear suddenly crossed Gallus's face. He quickly backed up against a wall, trying to get as far away from Trenderhoof.

"H-h-h-how do you know that name?" asked Gallus looking petrified.

"Um, we've met him before," said Twilight confused, "Quite a few times actually."

Gilda glared at the ponies suspiciously as she went to comfort Gallus.

"You ponies aren't friends with Don Grif'aun are you?" she asked.

"Us friends with Don Grif'aun?" stated Pinkie Pie in disbelief, "No, we don't even like him!"

"Of course they don't," confirmed Gabby, "No creature likes Don Grif'aun"

"How do you guys know Don Grif'aun?" asked Rainbow Dash suspiciously.

Gilda gave a Gabby a sharp look of anger. Realizing what she had do Gabby quickly covered her beak.

"We don't know Don Grif'aun," stated Gilda, "and we definitely don't talk about him."

"You're darn we don't!" a loud gruff voice shouted from above.

Everypony looked up to see an elderly looking griffin with a scarred eye starting down from the rafters. He quickly looked down to join the ponies, adjusting the Fez atop his balding head.

"Oh Great," groaned Gilda, "Now you've got Grampa Gruff started.

"Don Grif'aun was the worst thing to happen to Griffonstone, since King Guto allowed Arimaspi to steal the Idol of Boreas!" Grampa Gruff shouted. "Why the very mention of his name in Griffonstone is treason at best."

"And yet you keep mentioning it.." grumbled Gilda trying to control to old griffin.

"I don't understand," said Twilight, "I know Grif'aun is bad, but what did he do to make every griffin so afraid of him?"

"What did he do!?" shouted Grampa Gruff, "What didn't he do?!"

"He didn't do anything Grampa," said Gilda gritting her beak.

"I ain't no griffin's Grampa!" shouted Grampa Gruff.

"Does this have anything to do with King Griff?" asked Trenderhoof.

"That spineless coward! He couldn't even stand up to his own brother!"

"Don Grif'aun was King Griff's brother!?" Twilight asked in disbelief.

"His older brother!" Stated Grampa Gruff pushing Gilad aside, "And next in line for the Throne!"

"That guy used to be your King?!" asked Rainbow Dash in disbelief.

"He was no King!" shouted out Grampa Gruff.

"We don't talk about Grif'aun, no, no, no!" Gilda muttered.

"We don't talk about Grif'aun... but"

"It was Coronation Day," Grampa Gruff stated.

"It was Coronation Day," Gabby repeated.

"We we're getting ready and there wasn't a cloud in the sky," Gruff continued.

"No clouds allowed in the sky," Gabby repeated.

"Grif'aun walks in with a mischievous grin," Gruff said.

"Plunder!" Gabby exclaimed.

"Are you telling the story or am I?" Gruff shouted at Gabby.

"I'm sorry, Grampa Gruff, go on," the young griffin apologized.

"Grif'aun raises his sword high," Grampa Gruff continued.

"Why did he do it?" Gabby said.

"Pirates rain down from the sky," Gruff stated

"Nothing else to it," Gabby added.

"Steals our gold then waves goodbye," Gruff finished.

"What an awful day... but anyway," Gabby stated.

"We don't talk about Grif'aun, no, no, no," they both sang.

"We don't talk about Grif'aun"

"Hey!" Gilda cried out grabbing Rainbow Dash.

"Grif'aun was the next in line for the throne"

"But his Family didn't like it, couldn't leave that alone"

"I associate him with the sound of falling coins, clnk-clnk-clnk"

"Mommy always like his brother the best"

"Decided to kick Grif'aun right out of the nest"

"Left her oldest son in a state of disarray,"

"You get what I say?"

Gallus swooped over Spike and Fluttershy and began to mock them.

"Seven foot frame"

"Quills down his back"

"When he sings his song"

"He's on the attack"

"Yeah, he haunts your dreams"

"And feasts on your screams (Hey!)"

"We don't talk about Grif'aun, no, no, no!" they all began singing, "(We don't talk about Grif'aun, no, no, no!)"

"We don't talk about Grif'aun (We don't talk about Grif'aun)"

The four griffins led the ponies out into the town where more Griffins began to sing about past horrors.

"He said that he'd need a ship," an old sailor griffin stated.

"But never pain! (No, no!)"

"He robbed our treasury.." a stiff collared griffin continued.

"The very next day! (No, no!)"

"He let all the crooks out of the jail, and then got away," a female griffon said before fainting.

"(No, no! Hey!)"

"If he shows up then you'd best do what he say!"

King Griff walked out onto his palace balcony and looked down at the crowd of Griffins and ponies.

"He told me that the treasure was his, but the castle and crown could be mine," the king said with a smile.

"He told me that I'd never be great, but the way I see it I'm Devine"

"Ugh, He's just like his brother," groaned Gilda.

Gallus lowered his head looking down at the ground. The ponies noticed tears beginning to form in his eyes.

"He told me I was worthless and small, didn't matter at all," spoke Gallus.

"So foolish and stupid,"

"It's like I hear him now,"

"Who care? He's never coming back here," King Griff smiled confidently.

"(It's like I can hear him now)" continued Gallus.

"I can hear him now"

All of a sudden Troubleshoes raced up the streets in a panic, approaching the mane six and Trenderhoof.

"Um about Grif'aun..." Troubleshoes stated.

"Yeah about that Grif'aun..."

I really need to talk about Grif'aun..."

There something everpony here should know about Grif'aun!"

A large pirate ship suddenly rose over the peak of the mountain, and hovered over Griffonstone.

"Griffonstone, you're king has returned!" Don Grif'aun shouted from the bow of the ship

"Ahhhhhhhhhhhhhhhh!" every griffin screamed and began to run about in a panic.

Twilight listened as all the griffins began singing at once.

"Seven foot frame" (It was coronation day, It was coronation day)

"Quills down his back" (We were getting ready)

"When he sings his song" (and there wasn't a cloud in the sky)

"He's on the attack" (No clouds allowed in the sky!)

"Yeah, he haunts your dreams" (Grif'aun walks in with a mischievous grin-)

"And feasts on your screams (Thunder!)"

"Are you telling the story or am I?"

"I'm sorry, Grampa Gruff, go on," (Ugh, He's just like his brother)

"Grif'aun raises his sword high," (Seven foot frame, Quills down his back)

"Pirates rain down from the sky,"

"Steals out gold then waves goodbye,"

"He's here!" Panicked King Griff.

"Don't talk about Grif'aun, no!" every griffin shouted.

"Why did we talk about Grif'aun" Twilight stated.

"Not a word about Grif'aun" every griffin screamed

"We never should've brought up Grif'aun" Twilight panicked.

Don Grif'aun's ship landed and the cocky griffin walked off with his monstrous crew close behind him.

The griffons all gathered in the town square cowering. The mane six, Spike, Trenderhoof, and Troubleshoes watched as Don Grif'aun and his crew disembarked.

"Hmmm.. Singing?" Don Grif'aun stated with a mischievous smile, "I was under the impression that songs had banned in this crumbling excuse for a kingdom.. It is one of the main reasons that I left!"

Grif'aun eyed the crowd with sinister smile. The griffins simply stared down at the ground, trying to avoid eye contact.

"What is the matter?" Grif'aun asked, "Are you not happy to see my return? It has been to long! Where are the feasts? Where is the dancing?"

"G-g-g-G-g-Grif'aun.." a voice stuttered, "How nice to see you again.."

Every creature turned to see King Griff approaching the front of the crowd, led by his royal guards.

"Ah, brother dear," proclaimed Don Grif'aun pulling his sibling close, "It is good to see me again isn't it? I bet you are wondering why I have chosen to return!"

"W-w-well actually.." King Griff started.

Don Grif'aun spun his brother around and then tossed him aside, "I am happy to inform you all that my long overdue absence has come to an end.. I have decided to return and take my place as King of Griffonstone!"

All the griffins gasped in horror.

"He's your Royal Highness, King Grif'..." a pirate began singing.

Don Grif'aun quickly kicked him out before he could finish.

"But.. But.. You said I could have the throne!" stated King Griff about to cry.

"Indeed," continued Don Grif'aun, "And at the time I truly meant it.. However at the behest of a close friend of mine.. I have been requested take my place on the throne as ruler of Griffonstone.."

"F-f-friend?" asked King Griff cowering.

Don Grif'aun smiled and snapped his claws. The pirates behind began raising up flags, each one bearing the image of large green eye with a slatted pupil.

"As of this moment.. Griffonstone is officially a part of King Sombra's empire!" Grif'aun proclaimed proudly.

All the griffins gasped again in utter horror.

"YOU TWO FACED, YELLOW BELLIED, RAT FINK EXCUSE FOR A GRIFFIN!" a voice shouted out from the crowd.

"Oh no, not again.." groaned Don Grif'aun putting a claw to his forehead.

Everyone turned to see Grampa Gruff bursting out of the crowd in a raging fury, his face bright red.

"IT'S BAD ENOUGH THAT YOU ABANDONED YOUR POST AND ROBBED OUR TREASURY..." Grampa Gruff raged on, "NOW YOU'RE SELLING US OUT TO THAT TWO-BIT NO GOOD...!"

Two pirates suddenly ran up and pounced on Grampa Gruff, pinning him to the ground.

"I don't have to put up with you anymore you old buzzard.." growled Don Grif'aun pointing his sabre at the old griffin's beak, "I am the King!"

"You still have us to put up with!" a voice shouted out from the crowd.

Don Grif'aun turned to see Trenderhoof, Troubleshoes, and the rest of the ponies standing out from the crowd, ready to pounce. Spike was cowering behind Twilight.

"Ahh.. Princess Twilight Sparkle!" proclaimed Don Grif'aun, "And my old friend Trenderhoof! How nice it is to see you all again.. That was lie was of course.. It's perfectly awful to see you all again.."

"I knew you were despicable Grif'aun.. But didn't think you'd sink low enough to work for Sombra.." snapped Trenderhoof, "No wonder even griffins hate you!"

"What can I say," said Don Grif'aun shrugging, "Sombra made me an offer, and I literally could not refuse.."

"Well you can be sure that we'll be here to stop you," proclaimed Twilight Sparkle.

"That's right!" shouted out Rainbow Dash, "If you want to take over Griffonstone, you'll have to go through all of us!"

The ponies all charged at Don Grif'aun and his crew, with Twilight Sparkle at the lead. Just as they were about to reach him, two Griffin Guards raised there spears and blocked off the ponies. The eight ponies suddenly screeched to a halt, crashing into each other and landing in a huge pile just before Grif'aun.

"What are you doing!?" asked Rainbow Dash.

"You are in the presence of the new King of Griffonstone!" one of the guards proclaimed, "And you shall lay neither hide nor hoof on him."

"King!" exclaimed Twilight in disbelief, "But you all hate him!"

"King Grif'aun has come to reclaim his title," the other guard said, "We have no choice but to follow him!"

"But what about King Griff?!" stated Applejack, "Doesn't he get a say in all this!"

The ponies all looked at King Griff. The cowardly griffin glanced over at the ponies and then back to his brother.

"T-th-the thing is brother.." King Griff stuttered with a nervous smile, "I've sort of become accustomed to ruling Griffonstone.."

"Very well," said Don Grif'aun with a sigh, "You are always free to rule Beneath Me.."

King Griff sighed and removed his crown, handing it over to his brother. Don Grif'aun grabbed ahold of the crown glaring at it wickedly.

"Well Princess Twilight.." said Don Grif'aun placing the crown on his head, "This has to be about the upteenth time that I have captured you and your friends.. Perhaps this time I should just let you go?"

"Really?" asked Pinkie Pie with a smile.

"Nah.." said Don Grif'aun cockily.

Twilight quickly flashed her horn in a bright purple light. Instantly she, the other ponies, and Spike were teleported away to an unknown location.

Don Grif'aun snarled, "Find them! Search Everywhere!"

The royal guards quickly flew up into the sky in search of the ponies.

The mane six, Spike, Troubleshoes, and Trenderhoof his in the shadows of a nearby alleyway. Out in the streets, numerous griffin guards passed them by search for the ponies.

"Well who could have predicted something like this could happen?" said Trenderhoof rolling his eyes, "Oh that's right, I did!"

Rarity smacked Trenderhoof in the back of the head furious.

"Well I did!" repeated Trenderhoof.

"This is not good," said Twilight, "We have to get back to Equestria and get some help to take down Grif'aun.. But first we have to find a way out of Griffonstone.."

"Follow me guys," whispered Rainbow Dash, "I have an idea!"

The ponies and Spike slowly crept behind Rainbow Dash, slowly sneaking there way back to Gilda's hut.

"Gilda!" cried out Rainbow Dash as she burst through the door, "Don Grif'aun's got his goons all over the city! We have to find a way.."

Rainbow Dash look on in disbelief. Within the hut Gilda was quickly packing up her things in a large satchel. Up in the rafters, Gallus and Gabby were doing the exact same thing. All three seemed to be in a panic.

"Um, What are you doing?" asked Twilight Sparkle entering behind Rainbow Dash.

"What does it look like we're doing!?" said Gilda furiously, "We're hightailing it out of here!"

"But you can't just leave," said Fluttershy looking concerned.

"That's right!" agreed Troubleshoes, "This here is yer home! Ya'll have ta fight fer it!"

"Fight?!" asked Gallus looking down in disbelief, "Against Don Grif'aun?! Are you ponies crazy!?"

"Why not," asked Spike, "We fight against that guy all the time!"

"And we always win!" concluded Rarity.

"Um, I don't know if you ponies have noticed," said Gallus floating down to them, "But aside from his usual crew of pirates.. Don Grif'aun has an entire army of Griffins under his claw!"

"Okay, that's true.." thought Twilight for a moment, "But the other Griffins have to hate Don Grif'aun as much as you all do.. Maybe we can convince them all to fight back!"

"Um, again I don't know if you ponies have noticed?" stated Gallus sarcastically, "But this isn't frilly-dilly namby-pamby ponyland! This is Griffonstone, and griffins only ever think of themselves!"

"I don't," said Gabby raising her claw.

Everypony suddenly turned to the griffin smiling.

"But on the other claw," Gabby stated nervously, "I really am afraid of Don Grif'aun.. And I'm even more afraid of King Sombra.. Not mention the the fact that I hate confrontation.. And of course there's also the fact that.."

"We get it," said Rainbow Dash halting the griffin in mid conversation.

"Besides!" said Gilda as she tied her satchel to a pole, "Nothing in Griffonstone is worth fighting.. The only reason I ever stayed in this dump is so I could find a way out of it.. And I might as well get while the getting's good!"

The ponies all looked at each other sadly. Finally, Rainbow Dash trotted over to her old friend with a stern look on her face.

"You know.. The Gilda I knew would never run away from a bully like Don Grif'aun.." the pegasus stated.

Gilda glared, "This isn't Junior Speedsters Flight Camp Dash.. We're not standing up to a couple of colt's in the school yard.."

"What does that matter," stated Rainbow Dash furiously, "The Gilda I used to know always stood up to her friends! No matter the stakes..! No matter the consequences..!"

The young griffin sighed, "If that's the Gilda you came looking for, you came to the wrong place.."

Rainbow Dash stared at her foalhood friend in disbelief. Finally, she turned away with a cross look on her face.

"Maybe I did.." Rainbow stated in huff.

The other ponies watched as Rainbow Dash stormed out of the hut. One by one they slowly followed after her.

"Trender Hoof was right!" Rainbow Dash fumed with her friends close behind her, "Griffins are all nothing but selfish jerks!"

"Now, Rainbow Dash," stated Rarity, "You know that's not true.."

"You're right!" shouted Rainbow Dash, "Most of them are cowards!"

"But you can't leave things like this," proclaimed Fluttershy, "Gilda is one of our oldest friends."

"Well not anymore!" proclaimed Rainbow Dash, "I don't even know why we came to Griffonstone in the first place!"

Upon hearing this, a though suddenly occurred to Trenderhoof. He suddenly stopped, and turned to look back at Griffonstone Castle.

"Uh, Trenderhoof," said Applejack looking back at him, "Ain't ya'll comin'?"

"Twilight.." said Trenderhoof still thinking, "Why do you think Don Grif'aun came here?"

"He said that he wanted to take back his throne, didn't he?" asked Pinkie Pie.

"No.." said Trenderhoof, "Don Grif'aun hated being king.. And he's to selfish and stuck up to want to rule over all of these Griffins by himself.."

Twilight Sparkle, turned and thought along with Trenderhoof.

"Grif'aun said that King Sombra ordered him to come here.." thought Twilight.

"And what did we come here to find, that King Sombra also wants?" asked Trenderhoof raising an eyebrow.

All of the ponies and Spike gasped at once, "The Keys of Tartarus!"

A large doorway opens within the halls of Castle Griffonstone, revealing a hidden chamber. Don Grif'aun steps into the darkness, a wicked smile upon his face.

"Ahh.. King Grover.. How nice to see you again.." The pirate cackled.

An ancient statue of a regal looking Griffin stood before them, standing on his hind legs. He held a large keys in his claws, with the letters P and R on the hilt. Don Grif'aun quickly swiped the key away, and walked back out into the throne.

"Please brother," pleaded King Griff down on his hands and knees, "You cannot give that key to King Sombra..!"

"And why not?" asked Grif'aun pointing the tip of his sabre at his brother.

Sweat began to drip down King Griff's brow, "Our family has protected that Key for centuries! We have no idea what could happen if it's power is unleashed!"

Don Grif'aun snapped his talons and two Royal Guards pointed their spears at the former King.

"You forget you're place brother," Don Grif'aun sneered, "I have the power now!"

What Don Grif'aun failed to notice was a blue pegasus blending in with painted mural above.

"I am the King of the Griffins now," Grif'aun gloated, "Everything in this kingdom is mine.. This palace, this throne, even this here key.. And that is why.."

"I'll take it!" said Rainbow Dash swooping down and grabbing ahold of the key.

"She'll take it.." finished Don Grif'aun, "Wait..?! What!?"

Don Grif'aun did a double take as he watched Rainbow Dash zoom off with the key, ducking down a nearby hallway.

"After HER!" Don Grif'aun shouted.

Two griffon guards flew up into the air and chased after after Rainbow Dash. The blue pegasus pony zoomed about the palace halls, trying her best to lose the guards.

"Applejack Catch," shouted Rainbow Dash.

The pegasus passed the key to her earth pony friend who quickly dashed down the hallway. The Griffon guards quickly switched targets.

"Up high, Fluttershy!" shouted Apple Jack tossing the key up into the air.

Fluttershy quickly caught the key and flew up several flights of stairs. She quickly tossed the key over to Rarity and magicked it over to Pinkie Pie.

"42! 27! Hike!" cried out Pinkie Pie.

She quickly charged forward directly towards the guards, carrying the key like a large football. She pushed through the two griffins, dropping them aside like bowling pins.

Pinkie Pie peeked her head out the window and tossed the key to Spike who was hanging on the ledge. Spike quickly crawled down and slid off the edge of the castle landing onto Troubleshoes. Troubleshoes quickly charged across the drawbridge with Spike on his back, heading down into town.

"Incoming!" shouted Rainbow Dash from behind.

Spike turned to see the ponies running away from the castle with about a dozen griffin guards chasing after them.

Seeing his chance Spike tossed the key over to Trenderhoof who quickly raced the key over to the Town Square. Twilight Sparkle was waiting there for him. She hopped atop of a worn statue of ancient griffin, and caught the key.

"Every Griffon! Listen to me!" Twilight shouted raising the key into the air.

All the griffins in the area quickly turned there heads and stared at the strange pony standing atop the statue.

"This here is one of the seven Key's to Tartarus!" explained Twilight pointing to the key, "And Don Grif'aun plans on handing it over to King Sombra!"

"Yo, pony.. What in Griffonstone do you think your doing.." A voice whispered from the crowd.

Gilda crawled out from the large group of Griffons, with Gallus and Gabby close behind.

"Get down from there before you get us all killed.." Gilda growled.

Twilight looked over the crowd of Griffins, a serious look upon her face.

"I know standing up to someone you're afraid of can be challenging.." Twilight continued, "But if there's one thing that I've learned from my friends.. It's that by working together we can accomplish anything! There are more of us then there are of Don Grif'aun.. Together we can take him down!"

Twilight Sparkle looked down at the crowd of griffons with a confidant smile. To her disappointment, all of the griffons stared down at the ground avoiding eye contact. Not one of them stepped forward to come to Twilight's aid.

A long slow clapping could suddenly be heard by Twilight. She turned to see Don Grif'aun approaching with his crew of pirates behind him.

"Bravo Princess Twilight, an elegant speech if I've ever heard one.." Don Grif'aun chortled.

Numerous griffon guards suddenly swooped down, pointing there swords directly at Twilight Sparkly. With them were Spike, Trenderhoof, and the rest of the ponies.

"Did you really think that a few inspiration words and some hope would change these griffins," Don Grif'aun mocked, "They lost there pride long before I came around.

Don Grif'aun pointed to the worn out statue that Twilight was standing atop of, "These kingdom lost all hope the minute that King Guto lost the Idol of Boreas to Arimaspi. Is it any wonder I didn't want to take the throne? Oh but you still believe in them.. How sweet.. There a waste of feathers my little pony.. You failed!"

All a large scone hit Don Grif'aun of the side of the head.

"Who done that?!" growled Grif'aun rubbing his bruised head.

He turned to see Gallus holding a pile of Griffonscones under one arm.

"We are not a waste of feathers!" shouted Gallus.

"Ah Gallus, my old cabin boy," smiled Don Grif'aun "All grown up I see.. Guards, arrest this little pest for me would you..

Don Grif'aun gestured towards the guards, but the guard did nothing.

"Did you not hear me? I said arrest him!" Grif'aun continued.

All the griffons in the crowd began glaring at Don Grif'aun.

"Why are you just standing around?!" Don Grif'aun shouted, "You're king commands you!"

Suddenly, all of the griffon guards turned there spears, and pointed them directly at Don Grif'aun.

"You are no king of ours!" one of the guards stated.

Gilda stepped forward from the crowd, "I say we arrest this guy for being a jerk!"

"YEAH!" shouted all the griffins behind her in agreement.

Don Grif'aun scowled, "So that's the way you want to play it huh?"

The pirate captain snapped his claws. Slowly but steadily, his ship floated over the city, about a hundred pirated riding atop of it.

"Geronimo!" the pirates shouted as they began dropping down to the city below.

"Charge!" shouted Gilda, as she lead an angry mob of griffons forward.

Soon every griffon in the city was fighting against Grif'aun's pirate armada. Spears clashed against sabers. Feathers flew against claws.

"Come on! We've gotta help!" shouted Rainbow Dash.

The ponies and Spike all charged in to join the fight. Pinkie Began launching her party cannon with Gabby riding atop of it. Applejack began bucking away pirates with Troubleshoes swinging his hammer at her side. Rarity shot out blast of magic with Spike riding atop of her. Fluttershy summoned an army of birds to join in the fight. Twilight and Gallus swooped down on the pirated from high up above. Finally Rainbow Dash and Gilda flew back to back from each other, fighting off the army of pirates like old friends.

Meanwhile Trenderhoof was shooting his bow and arrow and Don Grif'aun, who was blocking his shots with his saber.

"You know you really are despicable," stated Trenderhoof backing Don Grif'aun up a flight of stairs, "No wonder even your own kind hates you!"

"What do I care!" shouted Don Grif'aun fighting Trenderhoof atop of wall, "I am more a griffon than any of those fools combined. Everyone else in this kingdom is just a spineless wretch unworthy of the griffon name."

"Even your brother?" asked Trenderhoof with a sly smile.

"My brother?" asked Don Grif'aun with a laugh, "Why he's the most pathetic one of them all! If any pride whatsoever, he would stand up to me, and try take his crown back! But no.. He just stands on his knees and begs 'Oh please brother! Please spare me!' Why to think that I related to such a sad excuse for a..!"

A small claw suddenly tapped Grif'aun on his shoulder from behind him.

"Not now! I am in the middle of some..!"

Don Grif'aun turned to see his brother floating directly behind him, a furious look on his face.

"Excuse me brother dear.. But I believe that's My Crown that you're wearing!"

King Griff quickly gave his brother a large punch to the face, knocking him off the wall, and causing the crown to fall right into his claws. Don Grif'aun landed on the ground unconscious, directly in front of him men.

"Retreat!" One of the pirates shouted.

One by one the pirates flew back up to their airship, carrying Don Grif'aun along with them. The ponies and griffins all cheered as pirate ship flew away.

Later that day, every griffon in Griffonstone gathered in front of the palace as King Griff shook hooves with the ponies one by one.

"I cannot thank you enough Princess Twilight," said the King shaking her hoof, "Not only have you helped save our kingdom, but you've helped reignite the pride of Griffonstone that has been lost to us for so long.."

King Griff turned to crowd of griffons, all staring up at him and the ponies.

"My fellow griffons," said King Griff looking sadly at the crown still in his claws, "I know I have truly let you all down on this day.. If you truly wish for me to resign my position as King then.."

"Ah, Shove Off You Sad Sack of Feathers!" a loud voice shouted out from the crowd.

Grampa Gruff walked up to the front led by two griffin Guards.

"We Know You're a Corrupt, Money-Grabbing Excuse for a King.." Grampa Gruff continued, "..But You're Our Corrupt, Money-Grabbing Excuse for a King!"

King Griff smiled, a tear dripping down his eye. He slowly put the crown back on his head, and every griffon cheered.

The ponies and Spike watched the scene along with Gabby, Gallus, and Gilda.

"So do you still want to get out of this town," asked Rainbow Dash nudging Gilda.

"Nah," replied, "Thing's are starting to look up around here.

All of a sudden Rarity appeared pushing Trenderhoof forward to the Griffon.

"Go on.. Say it!" snapped Rarity.

"Alright! Alright!" said Trenderhoof with a sigh.

He turned to the three griffons and took a deep breath, "I'm sorry I was so rude to you all earlier.. It was wrong for me to assume that all griffons were bad, based solely on Don Grif'aun"

"Hey, we're Griffins," shrugged Gallus, "Being rude is a national pass time around here."

"But.. Maybe it wouldn't hurt to be nicer to other ponies?" said Gabby squeezing his shoulder, "..And more importantly to each other!"

"Eh, I don't know," said Gallus rolling his eyes.

Suddenly Gilda slapped Gallus on the back of the head.

"Alright! Alright!" Gallus exclaimed, "If you're friends of Gilda's, you're friends of Mine!

"And any friend of Rainbow Dash is a friend of Mine!" said Gilda hugging Rainbow Dash tightly.

All the ponies and Griffons laughed together.

"Um, Twilight," said Spike tugging on her wing, "Aren't we forgetting something?"

"Oh, right," said Twilight.

The Alicorn Princess trotted over the King Griff as he waved to his people.

"King Griff," stated Twilight, "I know Key of Tartarus is important to the Griffins.. But if you allow us to take it with us to Equestria, we can keep it safe and far away from King Sombra."

"But of course," said King Griff happily, "Consider it a symbol of friendship between Griffonstone and Equestria!"

"Great!" said Twilight, "Can we have it!"

"I don't have it.." said King Griff, "I thought you had it.."

"I don't have it," said Twilight, "I lost it during the fight.."

"Well if you don't have it, and I don't have, then who.. Oh No!" stated King Griff

Back on Grif'aun's pirate ship, the battered griffin stared into an orb filled with green flames. The menacing figure of King Sombra stared out at Don Grif'aun from within.

"So.. I asked you to conquer Griffonstone for me.. And you failed miserably.. Give me one reason why I shouldn't wipe out you're pathetic existence?" growled Sombra.

Don Grif'aun smiled, "I can think of at least one reason.."

Grif'aun reached behind his back and pulled out a large black key bearing the letters P and R.

"The Key of Pride..!" stated Sombra in disbelief, "..Five down...Two to go.."

"Yes," cackled Don Grif'aun, "Even in defeat, Don Grif'aun is still victorious!"

"He's the famous Captain Don Grif'aun," a pirate sang out.

Grif'aun smacked the pirate atop of the head, "Seriously! Somebody fire that guy already!"

Fashion Face Off

Fashion Face Off

It was a beautiful day in Tambelon. Rarity was exploring the Ponyville Marketplace, searching for materials for her new designs.

"Let's see," thought Rarity, "I've got plenty of fabric.. Ribbons and lace back in my studio.. Perhaps I should.. I know, Gemstones!

"Take that back, Diamond Tiara!" a familiar voice shouted from the crowd.

Rarity turned to see her little Sweetie Belle arguing with two familiar fillies.

"I will not take it back," said Diamond Tiara cockily, "A unicorn that can't use magic is embarrassing.. No wonder you don't have a cutie mark!"

"I can to use magic!" shouted Sweetie Belle.

The young unicorns horn began to glow for a moment, as she struggled to use magic. The glasses on Silver Spoons' face began to float off of her eyes and up into the air. then it suddenly burst to a halt. All of a sudden Sweetie Belle's horn began to spark up, eventually going out. The glasses plopped back down onto to silver spoon.

"Pftt..HeeheeHeeheeHeeheeHee!" The two bullies laughed at cruelly.

Sweetie Belle's eyes began well up into tears. An angry looks crossed Rarity's face as she watched.

"Now see here you two!" cried out the unicorn as she marched up behind her sister.

Diamond Tiara and Silver Spoon suddenly got nervous when the older pony appeared.

"It is not very polite, or considerate for that matter, to mock other ponies! As a matter of fact it's just plain rude!" Rarity stated with a huff.

Diamond Tiara and Silver Spoon looked down glumly. Sweetie smiled smugly and stuck out her tongue at them.

"And Sweetie Belle.." said Rarity turning her attention toward her sister.

Sweetie Belle's tongue quickly darted back inside of her mouth.

"It's not very ladylike to show off just to impress other ponies." Rarity continued, "When faced with confrontation you should simply turn the other cheek and trot away."

Sweetie Belle frowned at getting another one of her sisters lectures.

"Now then.." said Rarity with a calming smile, "Why don't the three of you make up and.."

"Well look who it is," an obnoxious voice called.

Suddenly the hairs on the back of Rarity's mane began to stand on end. It was voice that she knew all to well, going all the back to her fillyhood. The Unicorn turned to see a familiar looking earth pony with a light pink coat, and a purple mane held back by a headband. A blue scarf was wrapped around her neck, and three colored button made up her cutie mark.

"S-S-S-S-Suri Polomare!?" stuttered out Rarity in disbelief.

The pony that Rarity knew all to well walked over toward Diamond Tiara, and stood beside her.

"Take a good look at the pony you see in front of you Diamond Tiara," Suri spouted to the young filly, "Fake eyelashes.. Over styled mane.. A cutie mark that unremarkable in every way.. This is the kind of pony who tries ever so desperately to she is something, even though all the evidence points to her being average in every way.."

Rarity's face quickly began to turn red as she heard her old rival comments.

"Suri.." said Rarity gritting her teeth, "I thought that you moved to Manehatten.."

"Oh I'm just back visiting family.. Isn't that right little sis," said Suri hugging Diamond Tiara tightly.

"Suri.." mumbled Diamond Tiara turning bright red, "This is embarrassing.."

"Quiet Sis," said Suri putting a hoof over her mouth, "Big ponies are talking, m'kay?"

"Well that explains a lot," said Sweetie Belle

"Suri," said Rarity, trying to regain her composure, "I was just teaching these fillies about proper manners.. And I don't think you're setting a very good example calling an old friend average!"

"Oh really," said Suri with a sly smile, "Let's look at the facts shall we.. Who won the Fillyschool talent show every year when we were foals?"

"I don't see what that has to with.." Rarity stated.

"Who won the Ponyville Fashion Show three years in a row?" Suri continued.

"I fail to see how that applies to this.." Rarity flustered.

"And who was voted the Tambelon Inquirer's most likely to succeed?" Suri finished.

"You were," said Rarity frustrated, "But..!"

"Exactly!" said Suri Polomare pointing Rarity and then back to herself, "Average...Extraordinary! Extraordinary...Average! It's plain for everypony to see!"

Rarity's face quickly began to turn red. Steam puffed out of her ears as she tried to contain her anger.

"Come along little sis," said Suri handing Diamond Tiara a bag of fashion materials much larger than her, "You and your little friend can help me carry my supplies back to my studio.

"But I.." Silver Spoon started.

Before she could even finish, another bag of supplies was pushed into her hooves.

"Come along girls," said Suri Polomare cheerfully, "Let's all go find a higher class company."

Rarity, still red in the face, watched Suri began to walk off with the struggling fillies. She wanted to say to something but found herself to angry to speak.

"Oh, by the way Rarity," said Suri turning back to her old rival, "Fashion Week is coming up in Manehatten.. Are you planning on attending?"

Rarity's anger suddenly melted away.

"Well, as a matter of fact.." she said with a smile.

"Good," said Suri not letting her finish, "I'm the current reigning champion.. And I'd hate to see you lose to me again.. You know what I mean?"

As Suri quickly trotted off, her sister and Silver Spoon dragging their bags behind her, Rarity's face turned bright red yet again.

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGHHHHHHH!" shouted out Rarity, her crying out along of Tambalon.

As Rarity panted in exasperation, Sweetie Belle walked up to her looking concerned.

"Are you alright Sis?" the young Unicorn asked curious.

"Oh I'm better that alright Sweetie Belle," said Rarity Triumphantly, "Because fate has just given me an opportunity. An opportunity to finally put that stuck up, prim, proper, prima donna pony right in her place. I'm going to be attending Fashion Week in Manehatten! And I'm going to win!"

"But you just said it's not very ladylike to show off," Sweetie Belle stated confused.

"Oh Sweetie Belle," said Rarity drawing her sister close, "This is completely different. I'm not showing off.. I'm teaching somepony a lesson!"

Sweetie Belle raised an eyebrow, now more confused than ever.

A train plugs it's way down a series of railroad tracks, making it's way to Manehatten. Aboard it sit a large number of ponies, all looking excited. But one pony doesn't look excited at all, she looks nervous.

"Um Rarity," somepony said putting a hoof on the unicorn's shoulder.

"What!? What is it!?" the fashion Pony Panicked, "Are we there yet?! Is the contest over!? I knew we should have taken the express!?"

Applejack looked at her friend confused, "Uh, Rarity.. I just got our drinks from the dinner car.."

"Oh" said Rarity blushing, "Sorry Applejack.. I was just...lost in though.."

"Woo Nelly!" said Applejack sitting down next to her friend, "I can't believe we'all are goin' to Manehatten. I haven't been there since I was a filly."

"I can't thank you enough for coming with me Applejack," said Rarity taking a mug from her friend, "This Fashion Week competition has me completely on edge.."

"Well shoot," said Applejack raising her glass, "It ain't nothin'. I don't even know what ya'll are worry'n about. Yer a shoe in to win Rarity!"

Rarity frowned, "Not according to Suri Polomare.."

"I can't believe ya'll are still a fuedin," stated Applejack, "I thought you ended we're over this years ago.."

"So did I Applejack," said Rarity gritting her teeth, "So did I.. But Suri started this! And I intend to finish it.."

Applejack rolled her eyes as the train continued on it's way. Soon a number of tall skyscrapers could seen off in the distance. The train began making it's way across a large suspension bridge, heading into a sprawling metropolis in the middle of the sea. A large green statue of a Mare holding a torch guarded over the city.

The train went underground and pulled into a bustling station.

"Maneway Station!" a conductor called out, "Everypony out who's go'in to Manehatten!"

Rarity and Applejack walked down the large front steps of the station, heading towards the street. Rarity carried a number of bags forward with her magic, while Applejack pushed forward a large luggage cart hidden by a tarp.

"Ahh Manehatten," said Rarity adjusting a purple scarf and sunglasses, "I may have been born in Tambelon, but a Manehatten pony is what I was meant to be!"

"Speak for yourself," said Applejack struggling to bring the cart down the stairs.

"Oh come now Applejack," said Rarity, "You'll get used to it.. Taxi!"

Rarity called out to the busy streets. Numerous carts being pulled by ponies raced down the streets in both directions. Rarity turned her attention to the yellow ones with checkered stripes.

"Taxi?" said Rarity again cheerfully, "Yoo-hoo, Taxi? Taxiiiiiii!

Numerous taxi's passed both ponies by not even bothering to stop. Rarity was quickly becoming frustrated.

"Yo, TAXI!" shouted out Rarity angrily.

A taxi cart finally pulled in front of the two ponies, screeching to a halt.

"Well, that's more like it," said Rarity stepping forward, "Now if you could please just.."

All of a sudden, a stallion in a tie pushed past Rarity, stealing their taxi, and zooming away. Rarity's jaw dropped in utter disbelief.

"Um, maybe we should just walk?" suggested Applejack.

Rarity trudged down the streets of Manehatten in a huff, with Applejack close behind. Applejack was clearly getting tired of pushing the large luggage cart around.

"Ya know.." said Applejack panting, "My Aunt and Uncle have an apartment down in Hooflyn.. We could always stay there..

"We are staying at the Manefair Hotel," said Applejack stomping her hoof, "I've already made the reservations, and that's where were going!"

Applejack gave Rarity a stubborn look, "I don't suppose Suri Polomare is also stayin' at the Manefair?"

Rarity halted mid-step, and gave Applejack a nervous look, "Um.. Maybe.."

Applejack rolled her eyes in annoyance, "Honestly Rarity.. This here rivalry ya'll are hav'n is startin' to get my nerves.."

"Well honestly Applejack," said Rarity in a huff, "can you blame me? You remember what Suri was like Fillymentary School!"

Apple Jack, "All I'm sayin' is, you don't see me getting all hot and bothered over somethin' that happened when I was a filly.

"Well look at this brother of mine! Can you believe?" a voice proclaimed.

Applejack's eyes suddenly grew as wide as dinner plates, "It can't be.."

Applejack jolted head to see a large group of ponies scattered around a large stage, atop of it stood familiar looking unicorns. Both were lanky with pale yellow coats, and red and white manes done up in style. They both wore pinstripe vests, and fancy straw hats. They were nearly identical except there sliced apple cutie marks, and the moustache that one of them bore.

"I know brother," said the one with the moustache, "I thought that it was supposed to be Fashion Week here in Manehatten.. And yet look at the gaudy styles these ponies are wearing!"

The ponies in the crowd all gasped and started chattering amongst themselves. They were clearly all fashionistas, as they were were all wearing stylish and colorful clothing.

"What are those stallions talking about?" asked Rarity raising an eye brow, "Those ponies couldn't be anymore on trend?"

She looked over to Applejack, but found that she was no longer guarding the luggage cart. Rarity turned back to crowd, to see her friend slowly trotting over the stage.

"Applejack?" Rarity called out in confusion, "Applejack!?"

"Yes my dear ponies it's true," said the clean shaven stallion, "You ponies are all simply out of date.."

"But don't worry everypony," said the mustachioed pony putting a hoof around his counterpart, "My brother and I can have you all fixed up in a jiffy!"

"What to you two know about fashion!?" a voice cried out from the crowd "Ya'll ain't done a hard day's work in yer whole lives!"

Everypony in the crowd turned to see the orange pony in the ten gallon hat standing at edge of the stage. A look of pure fury was upon her face as she looked at the flimflamming brothers.

"Um, do we know you ma'am?" asked the clean shaven in confusion.

"Applejack?" said the pony looking red in the face, "From Sweet Apple Acres? Ya'll bought my family's farm right before we moved to Tambelon!"

"Ah yes," said the mustached pony, "Sweet Apple Acres! We made quite the profitable cider business from that piece of land."

"Until we ran out of apples that is," finished the other one.

Applejack gritted her teeth trying not to scream.

"Everypony!" Applejack said turning to the crowd, "Don't you dare listen to a thing these ponies say! They're nothin' but a couple o' two con-ponies. Why I bet they ain't even held a needle in their lives!"

"It's true fillies and colts," said the clean shaven one pulling his brother to his side. Both pulled off there hats, and put them to there chests in solidarity, "My brother, Flam, and I know next to nothing about designing clothing.."

The crowd all gave the brothers sympathetic looks, at their proclamation.

"By brother, Flim, speaks the truth," said the other, "But's that's alright, we don't need to know about fashion!"

The two brothers stepped aside, allowing the curtain behind them to open wide. A large machine was revealed, a walk in closet at it's front, with two large conveyer belts with clothing hanging from them coming out of both sides. The ponies in the crowd all oohed and ahhhed at the shiny machine in front of them

"Fillies and gentlecolts," Film announced, "Allow us to introduce you all to the Super Stylish Wardrobe 9000!"

The ponies in the crowd all applauded it the sight of the machine. Applejack was still not convinced.

"What does it do?" asked Applejack suspiciously.

"What does it do?" asked Flam with a smile, "Why this here device contains all the latest styles from Canterlot to the Crystal Empire! Just step inside, and it will automatically doll you up in the latest fashions.

All of the ponies the crowd chattered about excitedly.

"Well I'll tell you ma'am, there's nothing

Like a genuine, bona fide

Super Stylish Wardrobe 9000!"

"What'd he say?" Flim chimed in.

"Wardrobe 9000!" The crowd called out.

"What's it called?" Flam cried out.

"Wardrobe 9000?"

"That's right! Super Stylish Wardrobe 9000!" Flim proclaimed.

The whole crowd began chanting over again and again, much to Applejack's performance. She'd seen this kind of performance before.

"Wardrobe 9000!"

"Wardrobe 9000!

"Wardrobe 9000!"

A light blue pony in a stylish black dress raised her hoof. A grey mane and oversized purple glasses hid her face.

"I hear dis ting is awfully loud!"

"It glides as smoothly as a cloud!" Flam replied

"Is there a chance this thing could bend" a pony with a pompadour asked.

"Not on your life, my stylish friend!" Flim stated

"What about us without style?" asked a greasy pony with a turnip cap.

"We'll have you dolled up in a while!" Flam proclaimed

"We're you sent here by Discord?!" yelled a crazed pony in hospital gown.

"No my dear we're all accord! Flim stated

"Could you help me? Is it to late?" a pony with overalls and large glasses asked.

"Step up young colt, we'll demonstrate!" proclaimed Flam

Both brothers pulled the light grey pony up on the stage and threw him into the wardrobe. The gears and wheels on the conveyer belts turned as Flim and Flam addressed the crowd.

"We swear it's this towns only chance"

"Throw up your hooves and join the dance!"

The crowd all cheered.

"Wardrobe 9000!"

"What's it called?"

"Wardrobe 9000!"

"Once again!"

"Wardrobe 9000!"

The doors to the wardrobe opened wide and revealing the the young grey stallion. He was now wearing a white zoot suit, and stylish sunglasses. The whole crowd of ponies cheered in amazement.

Applejack's face quickly grew bright red. Rarity could tell things were about to get ugly so she nervously approached her friend.

"I'm tellin' ya'll, it's all a con!" shouted Applejack.

"Applejack let's move along.." said Rarity pulling her away.

"Wardrobe 9000!"

"Wardrobe 9000!"

"Wardrobe 9000!"

"Wardrobe 9000!"

It took the two ponies awhile, but they finally arrived at the Manefair hotel. While Rarity hoofed off there luggage to a freckled stallion in a bellhop uniform, Applejack was still fuming about the sidewalk.

"Lousy rotten, no good, cheatin', two faced, swindlin'.." Applejack mumbled.

"Um, Applejack," said Rarity handing off her luggage to the struggle bellhop, "We could use some assistance over here.."

"It ain't right Rarity!" proclaimed the frustrated pony throwing her hooves up into the air, "Those two varmints just go'n do whatever they want to anypony that pleases them! Don't they care that they all are takin' advantage of other ponies!"

"Applejack I understand you're feelings, believe me," explained Rarity, "but if the ponies in this city want to waste their money on tacky consumer goods, there's not much we can do about it."

Applejack frowned looking at the ground, "I guess.."

"Besides," said rarity draping a hoof around Applejack, "We're in Manehatten! We should enjoying ourselves! The sights, the sounds..!"

"This way Coco," a familiarly annoying voice proclaimed.

The two ponies turned to see Suri Polomare stepping out of a long stretch carriage. An off-white earth pony with tidy blue hair, followed close behind her. She bore a white collar and tie, and had a floral hair clip in the back of her mane. The poor filly was clearly struggling to carry Suri Polomare's numerous bags, each one filled to the brim with fabric and sewing supplies.

"We don't want to keep miss Hemline waiting," Suri continued, "And don't even think of dropping a single thread of that material."

"Yes miss Polomare," the struggling earth pony replied.

Applejack and Rarity watched as Suri pranced into the hotel, with her assistant struggling from behind.

"..Beating that stuck up, primadonna at her own game!" finished Rarity gritting her teeth.

The very next day, Rarity stood along a long line of ponies at the Fashion Week runway Plaza. Rarity glared over at the other end of the line where Suri Polomare stood confidently. She took a deep breath trying to remain composed.

"So you ponies think you're ready to take on Manehatten do you?" a voice stated.

A stern looking mare in a designer outfit trotted back and forth examining the contestants. She had a dark grey coat, and a finely styled pink mane.

"Well, I'll be the judge of that!" proclaimed the pony giving the contestants the eye. "As Manehatten's greatest fashion critic, I Prim Hemline, will personally be determining which of your designs is worthy of Fashion Week."

Prim Hemline paused for a minute and shook hoofs with Suri, "It's a pleasure to see you again Miss Polomare."

Rarity bit he lip tightly, as she struggle to keep her face from turning red.

"Once we're done here, you're to finish setting up backstage, so you'll be ready for your run-through appointment," Prim Hemline continued, "My fellow judges will arrive by the end of the day. I suggest you have your designs finished by then."

"Tomorrow is the contest to see which one of you gets to stay and meet top designers all across the city. The rest of you must go home early." Hemline finished, "So sad."

The mare then shooed away the contestants with her tail, dismissing them. Rarity quickly rushed back stage and attended to her dresses, making sure they were in perfect order.

"This competition can be stressful can't it?" a voice said beside her.

Rarity turned to see Suri's assistant tending to a series of dresses all her own.

"Coco Pommel," said the pony extending her hoof with a smile.

"Rarity the Unicorn," said Rarity sighing a shaking her hoof in return.

"I know," said Coco sighing, "Miss Polomare talks about you.. A lot.."

"I'm sure she does," said Rarity with a huff. She went back to attending her dresses.

"You know that she's jealous of you right?" said Coco with a smile.

"Really," said Rarity turning around, her face brightening up.

"Oh completely," continued Coco as she tended to Suri's designs, "She completely terrified you'll actually beat her at Fashion Week."

"Well I don't mean to brag," said Rarity blushing, "but I have put all my efforts into my designs for this competition."

"Really?" asked Coco turning towards Rarity, "Can I see them?"

"Well, I.." Rarity stuttered nervously, protecting the tarp that covered her designs, "The thing about that is.."

Rarity looked at Coco's smiling face and enthusiastic eyes.

"Well," said Rarity with a sigh, "I guess it's alright if I show them to you."

Rarity opened up the tarp and revealed six different dresses of various colors. Each one was had a design based off of one the famous skyscrapers in Manehatten.

"I call it, Oh, Manehatten, what you do to me!" Rarity proclaimed triumphantly.

"Astounding," said Coco, her eyes sparkling with amazement.

"I just hope Miss Hemline and the other judges like it," said Rarity covering back up her outfits.

"Oh I know they will," said Coco, "It's better then anything Suri ever designed."

"Coco!" a shrill voice shouted out.

Suri Polomare trotted over to Rarity and Coco Pommel in a huff, "Just who in Equestria do you think you are talking to?"

Coco looked away in shame, "Um, nopony.."

"That's right. You are talking to nopony," said Suri pointing a hoof at Rarity, "Now let's get to work on those designs, m'kay?"

Rarity watched as Coco Pommel trotted after Suri with a sad look on her face.

"And I thought she drove me crazy," said Rarity in disbelief.

Meanwhile, Applejack was trotting through Manehatten Park at the center of the city. The green trees and flowing streams reminded her of home.

"Rarity's right" said Applejack to herself with a smile, "I'm in Manehatten now. I shouldn't be worry'n myself with the Flim Flam Brothers. I should be enjoying myself."

Applejack trotted across a stone bridge and paused to watch the stream below. Ponies were paddling across the stream in swan boats, while other ponies trotted about and flew kites across the grassy fields.

"After all," said Applejack reassuring herself, "Manehatten is a big city.. I probably won't even see them two ponies again."

"Yes indeedy sir," a familiar voice exclaimed, "You look fabulous!"

Applejack turned around. Down the stone path aways were Flim and Flam attending to a stallion in a white tailored suit, their Super Stylish Wardrobe 9000 behind them.

"Marvelous!" exclaimed Flam.

"Stupendous!" exclaimed Flim.

"The pinnacle of style!" finished off Flam.

"Gawrsh," said the greasy looking pony in the tailored suit, "I feel like real life celebrity."

The pony kind of reminded Applejack of her cousin Hayseed Turnip Truck. Applejack scowled and began to trot over to investigate.

Applejack crept up from behind a bush, and watched the Flim Flam brothers as they waved of their customer away.

"Another satisfied customer, brother of mine!" Flam said flipping a coin with a smile.

"Indeed brother," continued Flim, "These Manehatten ponies will buy almost anything."

Applejack frowned at the brothers comments. She quickly crept over to get a closer look at the Super Stylish Wardrobe 9000.

"Hmm," said Applejack examining the machine.

It all seemed to be in working order. To long conveyer belts of clothing entered into the wardrobe with bits of gears and wires leading them forward.

"I don't get it," said Applejack, "What's the catch?"

All of a sudden Applejack tripped on a rock beneath her hoof. She tumbled backwards and fell into a white tent hidden behind the bushes.

"Oof!" Applejack said landing on the ground with a thud.

"Um, are you okay?" a voice asked.

Applejack turned to see a silver stallion with a grey mane sitting at a sowing machine. A number of fancy suits and dresses were hanging about the tent around.

"I remember you.." said Applejack recalling the Flim Flam brother's prestation, "What are ya'll doin' back here."

"I'm Silver Shills," said the stallion confidently, "I make the outfits!"

"You make the outfits?" stated Applejack in disbelief.

"Um, I mean.." stuttered Silver Shills in disbelief, "Oh boy.."

Applejack eyed the pony suspiciously as he tried to get back to work at his sowing machine.

"But I thought that machine had all the latest styles already inside of it," questioned Applejack approaching from behind.

"It does," said Silver Shills nervously, "Right after I design them.."

"So they come from Canterlot or the Crystal Empire?" said Applejack glaring at Silver Shills.

"Well technically, no.. But they are similar," said Silver Shills.

"Similar how?" asked Applejack giving the stallion the eye.

Silver Shills pulled at his collared shirt, as sweat dripped down his brow, "I study all of the latest designs from Canterlot to the Crystal Empire, and then I recreate them for the Flim Flam Brothers.."

"So their all fakes!" exclaimed Applejack in disbelief.

"The preferred term is knock-offs," a voice said from behind her.

Applejack turned to see Flim and Flam entering the tent.

"And what is exactly is that supposed to mean?" asked Applejack glaring at the brothers.

"It's quite simple," said Flim, "We create all the latest styles of clothing out of cheap, cost effective materials."

"And then we charge ponies full price full price for the original designs," finished Flam.

"I knew it!" exclaimed Applejack, "Ya'll cheatin' these ponies just like ya'll always do!"

"Nonsense," said Flim, "Nopony is getting hurt.. The ponies of Manehatten get to wear all the latest styles of clothing.."

"And we make a tidy profit," said Flam tossing over a large bag of coins to Silver Shills.

Silver Shills looked at Applejack sheepishly as she scowled at him.

"Well I ain't gonna stand for this!" said Applejack stomping her hoof.

"Ha," laughed Flim, "What are you going to do about it?"

"That's right," said Flam putting a hoof around Silver Shills, "It's our word against yours.. And do you have absolutely no way of proving anything.

Applejack stared down the three stallions, a plan forming in her mind.

Back at the Plaza, Rarity had just finished setting up her display.

"That's enough everypony," said Prim Hemline followed by two ponies, "It its time for presentation. I'm sure you all recognize my fellow judges, Photo Finish and Hoity Toity.."

"Charmed I'm sure," said the stylish stallion with a flowing white mane.

"I, Photo Finish.. have arrived!" proclaimed the blue pony in the stylish dress, and overly large sunglasses.

"Let us start this dress rehearsal with our main attraction," continued Prim, "Miss Polomare!"

Suri Polomare trotted up upon the stage, with Coco Pommel following close behind. She was pushing forward a large luggage cart, covered by a tarp.

"Fillies.. Gentlecolts.." Suri batted her eyelashes at the judges, "I present to you my masterpiece!"

Suri Polomare pulled away the tarp revealing her designs. Both the judges and the contestants gasped, and Rarity's jaw nearly dropped to the floor.

They were the exact same designs that Rarity had brought with her to Manehatten. Each one designed after a famous skyscraper, and each one made out of material much more elegant than Rarity's

"I call it, Oh, Manehatten, what you do to me!" Suri Polomare proclaimed triumphantly.

"Astounding," proclaimed Hoity Toity, "So powerful, and yet so elegant! It practically screams Manehatten!"

"It has.. Da Magicks!" announced Photo Finish.

"Nothing less that what I would expect from our reigning champion," stated Prim Hemline with a smile, "The rest of you have a lot to catch up to.."

Rarity was completely devastated, she was at a loss for words. As Suri Polomare trotted her way off the stage, Rarity raced over to her and slammed her against a wall.

"How could you!" Rarity growled, a look of pure fury on her face.

"How could I what?" asked Suri Polomare with a n innocent smile.

"Don't get cheeky with me Polomare," said Rarity pointing an accusing hoof, "Those were my designs that you presented up on the stage!"

"Now how could I have presented your designs," said Suri smugly, "I haven't even seen them today."

Suri glanced over to Coco Pommel, approaching from behind. A guilty look was on Coco's face, as she stared at the floor feeling ashamed.

Rarity's eyes grew wide with shock, "Coco..? But, how could you..?"

"Don't you get it," said Suri pushing Rarity aside, "This is how things work here in the big city. It takes some small-town fillies a while to learn that it's everypony for herself, m'Kay?"

"B-b-b-but.." said Rarity her eyes beginning to water, "my designs.."

"Oh don't be like that," said Suri turning away with a cruel smile, "If anything you should be thanking me.. I made you're designs even better."

"Um actually," said Coco Pommel struggling to speak up, "I made the dresses.."

"I pay you to sew and get coffee," snapped Suri, "Not talk! 'Kay?!"

Coco quickly closed her mussel and began trotting away, taking her freshly copied designs with her.

"So I guess I'll be seeing you at Fashion Week tomorrow," said Suri Polomare turning away, "Oh wait.. No I won't."

Rarity was completely devastated, she didn't know what to do.

"Rarity?" called out a voice.

The unicorn jolted her head towards the stage. Prim Hemline was tapping her hoof impatiently, waiting along with the other judges.

"It's time for your presentation," the stone-faced pony stated.

Without thinking, Rarity raced over to her display, and rushed her design straight out of the Plaza.

Applejack raced over to the Manefair Hotel, quickly rushing up the stairs to her and Rarity's room.

"Rarity!" proclaimed Applejack as she burst through the door, "Rarity I need ya'll ta..!"

Applejack's eyes grew wide as dinner plates. Their once pristine room was completely trashed, bits of fabric and cloth tossed all over the place. Over in the corner Rarity worked desperately at her sowing machine, trying to come up with new designs.

"Um Rarity," asked Applejack approaching the frazzled unicorn, "Are you okay?"

"Am I Okay!" shouted Rarity with a crazed look, "Hehehehe.. HahaHAAhaHAAhaHAA! Why wouldn't I be okay, it's not as it Suri Polomare stole all of may designs, forcing me to redesign all of my outfits from scratch!? How ridiculous would that be!?"

Applejack stared at Rarity taken aback.

"Okay, then," said the earth pony smiling sheepishly, "What do you saw we get ya'll out of this room for a couple of hours.. Or longer."

"Out of the Room.." said Rarity her eye twitching, "Out of the ROOM! Are you Mad! Fashion Week is tomorrow, and I come up with a entirely new set of designs! I don't have time to leave! I barely have time to breath!"

Applejack took a large sigh at put a hoof on Rarity's shoulder, "Look Rarity, I can clearly see you're going through something right now.. But I really need your help with something."

"Oh you need help?" said Rarity rolling her eyes furiously, "Is your career on the line? Are you about to become the laughing stock of Manehatten? Has Suri Polomare ruined your life!?"

Rarity trotted back over to her sowing machine fuming. Applejack was beginning to get annoyed with her attitude.

"Look Rarity, I'm sorry about how things turned out for you.. But we've got a serious problem here," Applejack huffed.

"Oh we've got a serious problem do we?" responded Rarity glaring at Applejack!"

"Um, yeah," said Applejack growing angry, "The Flim Flam Brothers are playin' everypony in Manehatten for fools with their fancy schmancy phony baloney outfits!"

"Oh what a tragedy!" said Rarity sarcastically.

"Um, yes it is!" said Applejack come up to her from behind, "They're conning all these poor innocent ponies out o' their hard earned bits!"

"And that's my problem why?" asked Rarity with a huff.

"That's your problem.. When did ya'll get to be so selfish?" asked Applejack in disbelief.

"Me!?" state Rarity Furiously, "I'm not the pony asking somepony else to throw away their life's work!"

"For ponies sake Rarity!" stated Applejack furiously, "These are the ponies of Manehatten we're talkin' about! Their a little more important than some silly competition!"

"Silly competition!" Shouted Rarity leaping right out of her seat, "This silly competition is important to me, or have you forgotten that!?"

"Oh please," said Applejack rolling her eye's, "The only reason you entered this competition is so you could finally beat Suri Polomare!"

"Well the only reason you want to stop the Flim Flam Brother's is because they stole your little farm!" Rarity proclaimed.

"Little Barn!?" shouted Applejack turning red in the face, "That barn was important to me!"

"Well fashion is important to me!" shouted Rarity waving one her dresses in Applejack's face.

"How important can it be!?" asked Applejack grabbing a sleeve, "It's just clothes!"

"Just clothes!?" stated Rarity grabbing the other sleeve, "I work hard to make these clothes!"

"I work hard to harvest Apples!" stated Applejack pulling on one end of the dress.

"This trip isn't about YOU!" shouted Rarity pulling on the other end.

"Than why did you even invite me!?" shouted Applejack still pulling.

"BECAUSE YOU"RE MY FRIEND!" screamed Rarity pulling harder, "AND I NEEDED YOU!"

All of a sudden Applejack's temper vanished, without thinking she let her end of the dress go.

"YeeeeeeeeaaaaaaahhhhhhGGG!" shouted Rarity as she fell to the floor.

There was a large ripping sound. Rarity looked down on the dress lying on top of her, eyes wide once again. An entire sleeve of the dress had been ripped, along with a shoulder.

"Oh Rarity," said Applejack reaching out a hoof, "I'm so sorry.. Let me help you up."

Rarity simply stared down at the dress with a single sleeve, a sudden spark appearing in her eye

"I just made something unexpected"
"Something sharp, something new"

Applejack stared at Rarity looking concerned, "Um Rarity..?"

A wide smile appeared on Rarity's face as she picked up the dress..

"It's not symmetrical or perfect"
"But it's beautiful and it's mine"
"What else can I do?"

Applejack chased after Rarity as she danced about the room, trying to calm her down.

"Settle down, settle down," Applejack said
"Good talk, settle down, settle down" (what else can I do?)
"Let's walk, settle down, settle down"
"Free hugs, settle down, settle down"

But rarity just went on..

"I make rows and rows of roses"
"Different styles, by the mile"
"I make perfect, practiced poses"
"So much hides behind my style"

"What could I do if I just sew what I was feelin' in the moment?"
"Do you know where you're going?" Applejack tried to speak up.
"What could I do if I just knew it didn't need to be perfect?"
"It just needed to be? And they'd let me be?"

Rarity's horn lit up as fabric and dresses began to fly about the room, along with Applejack

"A hurricane of heels and horseshoes"
"Streams of silk (whoa), fresh designs" (this is fine)
"A brand new era fills the air as I climb"
"And I push through"
"What else can I do?"

Rarity began to assemble all new dresses as Applejack watched

"Maybe I can makes us something in sky blue?"
"Careful, this is delicate, a little just won't do"
"I wanna feel the shiver of something new"
"I'm so sick of pretty, I want something true, don't you?"

Applejack floated down amazed at Rarity's work

"You just seem like your life's been a dream" (whoa)
"Since the moment you opened your eyes," Applejack exclaimed
"How far do these threads go down?" Rarity kept singing
"All I know are the gowns that you sew," Applejack continued
"But it's awesome to see how you rise"
"How far can I rise?" they sang together.
"Through the roof, to the skies"
"Let's go"

New dresses flew through the air as the two friends danced together

"A hurricane of heels and horseshoes" (woo)
"Streams of silk (go), fresh designs" (go)
"A brand new era fills the air as I climb"
"And I push through"
"What else, what else?"

The dresses began assembling together on dummies

"What can you do when you are deeply, madly, truly in the moment?"
"Seize the moment, keep goin'," Applejack cheered
"What can you do when you know who you wanna be is imperfect?"
"But I'll still be okay," Rarity proclaimed
"Hey, everybody clear the way, Yee-haw!" Applejack stated

Applejack and Rarity pranced down two rows of new designs, singing together

"I'm comin' through with somethin new" (She's comin' through with something new-yeah!)
"Making waves" (Making waves), "Changing minds" (You've changed mine)
"The way is clearer 'cause you're here, and well"
"I owe this all to you"
"What else can I do?"
(Show 'em what you can do)
"What else can I do?"
(There's nothing you can't do)
"What else can I do?"

Applejack and Rarity stood together gazing at the fresh new designs. As Applejack stared at the look of happiness on Rarity's face, a sad look crossed hers.

"Rarity, I'm sorry I tried to force ya'll into helping me with my problem," the earth pony stated, "I forgot how important this here competition was to you.."

Rarity blushed slightly and then Applejack hugged her.

"Don't worry," said Applejack, "I'll handle this problem myself."

The next day Fashion Week was in full swing at runway. Numerous fashion ponies cheered as models pranced out on the stage in an assortment of colorful and intricate designs. Hoity Toity, Photo Finish, and Prim Hemline sat at the end of the runway, each with judging looks on there faces.

"Up next," said Prim Hemline speaking into a microphone, "Rarity for Tambelon.."

From behind the stage Suri Polomare monitored Coco, as she put her "designs" on potential models. As she did this, Rarity approached.

"I'm surprised you had the guts to show up," said Suri coyly. "Aren't you going to be embarrassed going out there with nothing prepared?"

Rarity smiled, "Oh I think, I'll do fine.."

The curtains on the runway began to open. The ponies in the audience gasped as Rarity's models stepped out onstage. They were all wearing asymmetrical outfits, each one with it's own stylish design, and each one in a number of colors that made it back.

The three judges at the end of table were completely speechless, trying to come up with what to say.

"Outstanding!" cried out Hoity Toity, "And I have a sudden craving for zap apple jam!"

"I Photo Finish," said the famous photographer, "Have never been more amazed!"

"Bravo!" said Prim Hemline, clopping her hooves, "Why these may be the best designs in the entire show!"

Suri Polomare's jaw dropped right open. A look of blind fury began to cross her face as she began grinding her teeth.

"Why didn't you tell me she had designs like that?!" she shouted.

Rarity turned and saw Suri shouting at Coco Pommel.

"I gave you a set of instructions," Suri continued to rant, "So simple even a filly could follow them!"

"I did exactly what you told me to do," said Coco trying to defend herself.

"Then how in Equestria could you mess this up!" Suri shouted.

Rarity looked out at the audience cheering on her designs, then she looked over at Suri treating her friend so poorly.

"What have I done?" asked Rarity beginning to tear up.

Back out on the runway the ponies in the audience were still cheering on Rarity's designs.

"Rarity, they all adore you!" cried out Prim Hemline, "Aren't you going to tell them about your fabulous pieces?"

But Rarity was already rushing towards the front doors of the Plaza.

Back at Manehatten Park, the Flim Flam brothers were chatting up their Super Stylish Wardrobe 9000 too a large crowd of ponies.

"And so folks," stated Flim, "If you sign up now, you can have the latest in stylish and fashionable designs delivered at your doorway!"

"And will throw in the magic that powers the machine for free!" finished off Flam

The ponies in crowd oohed and ahhed at the brothers presentation.

"Don't you fall for it everypony!" a voice shouted from the back of the crowd.

Everypony turned to see Applejack who began trotting way towards the stage. The Flim Flam brothers scowled down at the earth pony.

"These two ponies are scamming ya'll!" said Applejack pointing up at the Flim Flam brothers, "These duds that they're sellin' ya'll are nothin' but cheap fakes.

Everypony in the crowd started mumbling to each other upon hearing Applejack's words. Flim and Flam looked at each other sly smiles on there faces.

"My goodness bother," said Flam, "I didn't realize we had a fashion expert in the audience."

"Well now.." said Applejack looking nervous.

"Those are some mighty big accusations you've go there little filly," continued Flim adjusting his tie, "Do you have any evidence to back those statements up?"

Everypony in the crowd began looking over at Applejack, beads of sweat beginning to drip down her brow.

"Tsk, tsk, typical brother," continued Flam, "Yet another pony jealous of marvelous success in the field of business."

"Honestly," went on Flim, "If she had any real proof, she'd being showing it to us, instead of making a big scene in front of this crowd of proud patrons for no reason.

Everyone in the crowd started to glare at the earth pony. A sad look crossed her face as she prepared to walk away.

"Um, excuse me gentlecolts," a voice called out.

Everypony turned to to see a white unicorn with a purple approaching from the side of the stage. A wide smile grew on Applejack's face as she recognized her freind.

"I just happen to be a fashion expert," stated Rarity. "May I put my two bits into this matter?"

The Flim Flam brothers began to sweat as they saw Rarity approach the scrawny pony in the white suit from earlier.

"Excuse me, my good stallion," stated Rarity, "Could you please give me your name?"

"Why I'm Hayseed Turnip Truck," the bucktoothed pony proclaimed, "of the Turnip Truck Ranch."

"I see," said Rarity examining his suit, "and I take it you got this outfit from the Wardrobe 9000 over there?"

"I sure did," said Hayseed with a smile, "The Flim Flam Brothers said that this here was the latest style in Canterlot."

"Well it certainly is similar," said Rarity feeling the fabric, "However I should point out that this particular outfit is made of a cotton/polyester blend.. The original is made of silk."

Everypony in the crowd suddenly gasped.

"That is to say.." said Flam beginning to sweat, "Sometimes the Wardrobe 900 makes a mistake."

"That's right," said Flim also beginning to sweat, "No invention is perfect.."

"Also," continued Rarity, "this particular outfit would be much, much cheaper than the original design.. I certainly hope you didn't pay full price for it."

All of a sudden the crowd of ponies grew extremely angry, shouting and shaking their hooves at the Flim Flam Brothers.

"It looks like we've encountered a slight problem her in Manehatten," said Flam with a nervous smile.

"Nopony want's our product," finished Flim, "Next Town?

"Next Town," agreed Flam.

The brothers suddenly pulled a lever, and Super Stylish Wardrobe 9000 folded the stage up into a speedy getaway cart. The two brothers quickly sat behind the wheel and zoomed away.

Everypony in crowd cheered as the brothers disappeared.

Applejack turned to Rarity and gave her a big hug, "Thank's Rarity!"

A look of realization suddenly popped onto her face.

"But what about Fashion Week," asked Applejack staring at her friend, "Isn't in goin' on right now."

"Oh, I kind of left early," said Rarity smiling nervously.

Applejack, "Rarity! You didn't have to do that.."

"Oh it's just a silly competition," said Rarity brushing it off, "They'll be a million more just like it.. But I'll only ever have one friend like you."

Applejack smiled and the two ponies hugged once again.

"Um, excuse me," a soft voice spoke up.

Applejack and Rarity turned to see a familiar pony with green hair and collared scarf.

"Coco Pommel?" stated Rarity confused, "What are you doing here?"

Coco smiled, "I just wanted to be here personally to give you this."

Coco pulled out a small golden trophy from her satchel. Rarity's eyes grew wide with excitement.

"I won Fashion Week?!" she exclaimed with excitement.

"Suri tried to make off with the prize for herself," said Coco, "But I insisted to Miss Hemline that you would want it."

"But, won't Suri be mad that you gave this to me," asked Rarity.

"Oh I'm done working for Suri," said Coco, "I want to work with somepony who actually treats me like a friend."

"Excuse me," a voice said from behind the mares.

The ponies turned to Silver Shills, pulling a large cart of clothing behind him.

"I just want to thank you Applejack, for showing me the error of my ways," Silver Shills explained, "I guess I'll have to find somepony else to give these outfits too."

"You made these," asked Coco looking at the outfits with amazement.

"Oh, there nothing special," said Silver Shills, "Just some knockoffs made out of cheap materials."

"Don't be ridiculous," said Coco sorting through the clothes, "These are brilliant.. And so affordable too!"

"You really think so," said Silver Shills with a smile.

"You know, I have some designs that I've been working on," said Coco Pommel, "Do you think you could lend me a hoof."

Applejack and Rarity smiled, as the two new friends began chatting with each other.

Back on the train to Tambelon, Rarity was polishing the trophy she'd won for Fashion Week.

"Well Rarity," said Applejack, "I guess you finally got one over Suri Polomare."

"Oh it was nothing special," smiled Rarity, "Though it did feel to finally beat her."

"So do ya think yer rivalry with her is finally over," asked Applejack.

"Oh please Applejack," said Rarity as the train began to halt, "I am a lady.. I'm above such petty grievances."

As the two ponies began to disembark, they suddenly noticed Suri Polomare struggling to pull her own luggage off of the train.

"Excuse me Applejack," said Rarity to her friend, "I need just a moment.."

Rarity trotted over to her old rival struggling to push forward her overloaded luggage cart.

"Suri," said Rarity politely, "I'm terribly sorry about how things turned out.. And I hope you hold no hard feeling towards me, but.."

Rarity suddenly shoved the Trophy in Suri's face.

"In Your FACE!" she exclaimed with an excited smile, "I Won and You Lost! I Won and You Lost!"

As Rarity continued to chant Suri's face quickly grew red.

"That tears it!" shout Suri with flames in her eyes.

She quickly tackled Rarity and began wrestling with the unicorn on the ground.

"Give me that trophy!" Suri shouted still fighting.

As the two ponies hissed and bit at each other, Sweetie Belle and Diamond Tiara just happened to be walking by.

"They're acting like foals?" said Diamond Tiara in disgust.

"They know it's just a silly competition, right?" asked Sweetie Belle.

Author's Note

Sorry this took so long but here it is

A Tale of TwoPrincesses

Two Princesses

Deep in the underwater city of Seaquestria, a lonely princess swam about nervously in her tower. Princess Skystar kept looking out the window into the open sea. The city hanging down above her shimmered brightly, but it was the open waters that drew her attention.

All of a sudden she saw a young seapony swimming in the direction of her window. He was a pale yellow colt with turquoise fins and a mane.

"I got it for you Princess," said the seapony as he swam into her room.

From behind his back, the seapony pulled out a small purple gem, similar to the one he wore around his neck. A wide smile crossed Princess Skystar's face as she saw the fragment of pearl.

"Thank you so much Terramar!" exclaimed the Princess in excitement, "This means so much to me.."

"My sister will meet you at the top of Mount Aris," said the colt pointing out the window, "She'll lead you the rest of the way.. Just don't let you're Queen Nova find out that I helped you. My father will kill me!"

Princess Skystar smiled and then wrapped the gem around her neck. She then gave Terramar a big hug right and swam out the window, gleefully heading for the surface.

Things were bustling in the city of Tambelon. A googly eyed mail pony was up in the air delivering packages. All of a sudden a large beam of magic shot up into the air, discombobulating the bubbly pegasus.

Down at castle Tambelon, Flash Sentry was standing atop the palace walls in full uniform. As he stood guard, he rose his Blade of the Shining Light up to the sky, beams of bright gold magic shooting out from the tip. But, matter how many time he shot out magic, he couldn't seem to get the result he wanted. A deep scowl was beginning to show up on his face.

"Um, Captain.." said a voice from behind Flash.

A look of embarrassment suddenly crossed his face, as he glance over to see Thunderlane behind him.

"What are you doing?" asked Thunderlane with a raised eyebrow.

"Thunderlane!" stuttered Flash turning to face his friend, "I was just practicing my swordsmanship.."

The pitch black pegasus held out his hooves in front of him, and caught the mail pony just as she was tumbling down towards him.

"May I suggest you practice it in a less destructive manner?" asked Thunderlane with a blank look on his face.

Flash Sentry sighed, "The truth is, I've been trying to recreate the magic I used back at the Crystal Empire. I know that it's powerful, and I know that it could be useful.. I just have no idea how to use it!"

Thunderlane sighed as he set down the grey pegasus with a blonde mane. He trotted over his friend and put a hoof on his shoulder.

"You're already one of the strongest stallions that I know," smiled Thunderlane, "in both courage and valor. You don't need any fancy tricks to protect Equestria."

Flashes eyes looked down at the ground, "I just want to keep Twilight safe by any means necessary."

"Well you don't need to worry about that today.." said Thunderlane as he trotted.

"Excuse me?" asked Flash looking confused.

"Twilight Sparkle isn't in the castle," said Thunderlane with a sly smail.

"What!?" exclaimed Flash

"Oh, isn't this wonderful," said Rarity as she leaned back in her spa chair. She was wearing a fluffy robe, and her mane was wrapped in a towel.

She, Twilight, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, and Spike were all lounging about at the Ponyville Day Spa.

"It is pretty nice isn't it?" said Twilight lounging beside Rarity.

"Ding, dang delightful!" said Spike leaning back with cucumbers on his eyes.

"Eeyup," said Applejack as a masseuse pony tended to her back, "After galloping about all of Equestria.. It's nice to finally have a day off."

"Eh.. It's all right I guess," said Rainbow Dash. She and Fluttershy were soaking in the hot tub.

"Come on Rainbow Dash," said Fluttershy with a smile, "Admit it, you're having fun."

"Oh all right," said Rainbow Dash blushing, "Just don't tell anypony.. Especially Soarin!"

Pinkie Pie popped up in an innertube, at the center of the tub, "Cross my heart, Hope to fly, Stick a cupcake in my Eye!"

"How does she do that?" asked Rainbow Dash.

"Well, it doesn't get better than this," said Spike munching on one of his cucumbers, "Do you think Aloe could get me another hot towel."

"I think she's a little busy now Spike," said Twilight looking over towards the door.

Aloe and Lotus Blossom could be seen leading two hippogriffs into the main area of the spa. One was pink with a light blue mane, while the taller one was light yellow with a turquoise mane. Both wore necklaces with a small piece of a purple gem hanging from them.

"Huh, looks like we gotta couple of hippogriffs in the spa," said Applejack.

"Strange," said Rarity, "We don't see many Hippogriff's here in Tambelon?"

"Huh," said Twilight, "I can't quite put my hoof on it, but one of them looks oddly familiar."

"Yeah," said Rainbow Dash rubbing her chin, "I could have sworn I'd seen one of them somewhere before, but I can't quite remember when."

"Hi Princess Skystar!" shouted Pinkie Pie as she waved at the yellow hippogriff.

"Princess Skystar!?" shouted Spike and everypony else.

The hippogriff turned to look at the mane six and her feathers suddenly stood up on end. She quickly grabbed ahold of her friend and raced out of the spa.

"After her," cried out Rainbow Dash as she flew out of the hot tub, and zoomed after Skystar.

"Heavens, No!" said Rarity clutching her Robe tightly, "We're not dressed!"

"Uh, Beg pardon, Rarity, but we don't normally wear clothes," said Applejack.

"Some of us have standards Applejack!" snapped Rarity.

A few minutes later, the ponies and Spike all rushed out of the Spa after Rainbow Dash.

"Come on guys," said Twilight, "We've got to catch up to.."

The friends all screeched to a halt as they saw Rainbow Dash right outside of the Spa, with Skystar pinned beneath her.

"It's fine guy's," said Rainbow Dash dusting off her hooves, "She's not that good at flying."

"I told her she needed more practice," said the pink hippogriff standing beside Dash.

Twilight Sparkle trotted up to the princess with a smile, "Skystar, let's have a talk."

The mane six, Spike, and the two hippogriffs, were sitting at a table at the Ponyville Café. The one that was apparently Skystar had her head in her claws.

"This is so embarrassing," said Skystar, "I didn't think I'd get caught this easily.."

"Skystar," said Twilight Sparkle looking confused, "Why were you trying to run away from us."

Skystar raised her head sadly, "I just didn't want to get caught so soon, this is my first time visiting Tambelon, and I really didn't want to go to Seaquestria yet"

"Aw, that's pony feathers," said Applejack brushing the thought off with a smile.

"Yeah," said Rainbow Dash, "We won't affect your vacation."

Princess Skystar gritted her teeth, and pulled at her necklace, "It's not exactly a vacation.."

"But, I thought you said you were visiting Tambelon?" asked Twilight confused.

"I am, but it's not exactly a vacation," muttered Skystar.

"Then what is it?" asked Rainbow Dash with a raised eyebrow.

Skystar's eyes darted back and forth as she looked for the right words, "It's more like.."

"It's more like she ran away from home, and she's never ever ever coming back!" said the pink hippogriff with a smile.

"WHAT!?" exclaimed everypony at once.

Skystar put a claw to her face, "Everypony, this is my cousin Silverstream.. She can be a bit much."

"I know the feeling," said Spike glancing over at Pinkie Pie.

"EEEeeeeeeee!" cried out Silverstream as she flew over to Spike and picked him up, "A baby dragon! And it can talk! I've never seen a baby dragon before! And I've never seen a pegasus, or a unicorn, or even an earth pony before either!"

She flew over the group of ponies, still squeezing Spike tightly.

"This is so exciting!" she exclaimed, "I can't believe Auntie Novo didn't want us to come here! This place is amazing! Way more amazing then Mount Aris ever was!"

"I can't breath," said Spike struggling to escape Silverstream's grip.

"I think I like this girl," said Pinkie Pie elbowing Fluttershy.

Twilight Sparkle rolled her eyes, "Skystar, what does she mean you're running away."

Skystar began to tear up, "I-I-I just can't take it anymore! Mother is driving me crazy! Everyday it's the same thing! All sorts of lessons on how to be the perfect princess, and set an example for the seaponies! I can barely even leave the castle anymore!"

"Oh, come on," said Rainbow Dash shrugging her off, "Being a princess can't be that hard."

Applejack and Rarity quickly covered Rainbow Dash's mouth. Twilight Sparkle slowly turned her head towards the pegasus a dark look on her face.

"Not that hard?" stated Twilight, her eye beginning to twitch, "NOT THAT HARD!"

Twilight Sparkle leapt up onto the table and glared right onto Rainbow Dash's face, "Being a princess is Extremely Hard! As matter of fact being a princess, can be the Hardest Job in Equestria! Have you ever tried being a princess before?! I don't think so! So how can you possible say Being a Princess isn't Hard!?"

"We got it!" said Applejack looking afraid.

"Crystal clear!" said Rarity agreeing in terror.

"Being a Princess is definitely, definitely hard!" said Rainbow Dash panicking.

Princess Skystar slumped back in her seat sadly, "I just need a nice long break from being a Princess.."

"But, how did you become a hippogriff?" asked Fluttershy freeing a panting Spike from Silverstream's grip.

Skystar smiled and held out the necklace around her neck, "This a small piece of my mother's pearl of transformation. Years ago she use it to become a seapony, and marry my father King Hippocampus. Afterwards she split it into pieces so that seaponies and hippogriffs could travel between Mt. Aris and Seaquestria freely."

"I've read about those," said Twilight, "But I thought they were incredibly hard to get?"

"I may have borrowed one from my cousin Terramar.." said Skystar blushing.

Twilight sighed, "I of all of ponies can understand how difficult it can be a princess.. And wanting to run away.."

Twilight Sparkle put a hoof on Skystar's shoulder.

"If you really need a break that badly, me and my friends will be more than happy to help you," she said gesturing towards the rest of the ponies.

"Yeah!" the rest of the ponies shouted excitedly.

"Um, Twilight," said Spike tugging on the Alicorn's wing, "Are you sure about this."

"Of course I'm sure about this," said Twilight, "Losing a friend's trust is the fastest way to lose a friend.."

"Forever!" proclaimed Pinkie Pie.

"Besides," said Rainbow Dash, "What's the worst that can happen, Queen Novo comes here and sends the Tambelon Royal Guard out to find Skystar?"

Back at Tambelon Palace, Flash Sentry and Thunderlane were making there way to the royal throne room.

"Why did King Nightlight summon us again?" asked Flash.

"I don't know," said Thunderlane, "But he said it was very urgent."

The two stallions burst through the door. To there surprise they saw a light violet hippogriff with a crown atop her indigo mane standing by the King and Queen.

"Queen Novo?!" they both exclaimed at the same time.

"Gentlecolts!" proclaimed Queen Novo, "Round up the Tambelon Royal Guard! We have Skystar!"

The two stallions looked over to the King and Queen for an explanation.

"It would appear," said King Nightlight coughing into his hoof, "That Princess Skystar has gone missing from Seaquestria.."

"Missing nothing," said Queen Novo rather sharply, "That daughter of mine has run away from home! She deliberately disobeyed me!"

"And, um.. What makes you so sure she's in Tambelon?" asked Flash rather sheepishly.

"Are you joking?" snapped Queen Novo as she trotted over the two guard ponies, "All is that girl ever does is go on and on about Tambelon and Equestria. If there was ever somewhere she would run away to, it would be here. That's why I want you to gather all of your forces and scour the city for her."

Beads of sweat dropped down the brows of Flash and Thunderlane as Queen Novo glared at them. With pleading eyes they looked towards the King, who in turn looked to his wife in desperation.

"Queen Novo," said Queen Velvet with a calming voice, "Before we send out a panic across all of Equestria, why don't we give our two loyal guards a chance to find her?"

Queen Novo put a claw to her chin in thought, "Well they are very skilled.. And I have heard of their accomplishments.. Very well, I'll give them till the end of the day."

"We won't let you down Queen Novo," said Flash Sentry giving a salute, "I give my solemn oath that we'll find your daughter."

As the the two Stallions left the throne room, Thunderlane leaned over to Flash.

"And how exactly are supposed to do that?" he whispered.

"Same way we solve all our problems," smiled Flash, "Let's find Twilight."

Down in the Tambelon Marketplace, the mane six and Spike showed there two Hippogriff friends around.

"Ooh! This is amazing!" exclaimed Silverstream, "What's this?"

Silverstream pointed at a buffalo.

"What's that?" she asked pointing at a mule.

"What's those!? she asked pointing at a heard of cows.

"She's, um, rather excitable," said Skystar a little embarrassed.

"She's not the only one," said Rainbow Dash pointing a hoof.

Pinkie Pie and Silverstream could be slurping down somepony else's root beer float right in front of them. The friends all chuckled at the sight.

"So what would you like to do on you do first on your day in Tambelon?" asked Twilight Sparkle putting a hoof on Skystar.

"Well, I don't know," said Skystar rather nervously, "This is all completely knew to me.. I don't even know.. What is That!?"

Princess Skystar pointer to a large building with lots of flashing lights and buzzing sounds.

"That?" asked Twilight Sparkle looking confused, "That's just the Ponyville Arcade.. It's great for little fillies, but.."

Before she could even finish her sentence her sentence, Skystar went zooming into the arcade, sending the young alicorn spinning.

"Ah'm pretty sure she's decided what she want's to do," smiled Applejack.

From within the arcade, Princess Skystar floated around with a bright smile on her face. All around her, fillies and colts were playing brightly colored machines with flashing lights and noises. Everypony seemed to be excited, and having fun.

"All right, way to go!" a young voice stated.

Skystar turned to see a group of colts gathered in front of a large arcade machine.

"You can do it, Button," said a light grey pegasus as he cheered a brown earth pony in a beanie cap.

"I don't think so," said the orange cold with a baseball and a bat for a cutie mark.

Skystar came up behind the four colt's gathered around the machine. Two dragons could be seen fighting on a street somewhere in Manehatten.

"No no no.." said the orange colt as he struggled with his joystick, "No No NO NOOOOO!"

"YEEEEESSSSS!" cheered the brown colt as high hoofed his pegasus friend.

"Woohoo!" said Skystar as she began to applaud.

The three colt's turned around and looked at the strange hippogriff, confused.

"Bravo! Encore!" said Skystar still cheering.

"Um, can we help you?" asked another orange colt wearing tap shoes.

"Yes you can," said Skystar, her overexcitement frightening the colts, "You can teach me how to play that game!"

The mane six, Spike, and Silverstream walked about the arcade trying to find Skystar.

"I don't understand it," said Applejack tilting up her hat, "Why would Skystar come in here?"

"Why wouldn't she come in here?!" said Silverstream her eyes beaming, "This place is amazing!"

"I know!" said Pinkie Pie jumping up and down with excitement, "Pizza! Prizes! Games! Ice Cream! Everything a pony could ever want!"

Twilight Sparkle rolled her eyes, "Come on everypony, she's got to be around here somewhere.."

"Um Twilight," said Spike looking confused, "Is it just me, or does that crazy pony over there look a lot like Skystar?"

The ponies all turned, there jaws dropping at the sight that they saw. Over at a side of the Arcade a large number of fillies and colts were gathered around a large dance platform. The foals all cheered as Skystar and Tender Taps danced atop of the platform, following the steps on the colorful screen in front of them.

The girls and Spike approached Button Mash, First Base, and Rumble still looking on in confusion.

"What in Equestria is she doing up there?" asked Twilight.

"Well at first we tried her on Dragon Fighters.. But she wasn't very good at it," said Rumble.

"Then we tried her out on Parasprites.. But that didn't go well," winced First Base.

"But it turns out she's great at Prance Prance Revolution!" said Button Mash with a smile.

Up on the platform Tender Taps, was struggling to keep up with Skystar as she followed the steps with ease. A big smile was across her beak, one like Twilight had never seen before. As the game began to end Tender Taps suddenly stumbled and fell flat on the platform. Everypony cheered as Skystar won, including the Mane Six.

"Look's like somepony's having a good time," said Rainbow Dash floating over to Skystar with a smug smile.

"Guys!" said Skystar leaning over the platform's railing, "This is the most fun I've had since.. Ever! We never get to dance like this in Seaquestria!"

"It is pretty hard to dance, underwater," said Silverstream, "Especially if you only have fins."

"Wooooo!" said Skystar raising her claws in the air, "One more time!"

"Hold on there partner," said Applejack grabbing ahold of one of her claws.

"You can't stay in this Arcade all day," said Rarity grabbing ahold of the other one.

The girls and and Spike began dragging Skystar out of the arcade.

"We've got a whole city to see," said Twilight, "and only one day to see it in."

"One short day"

"In the City of Tambelon"

A happy tune begins to fill the air as the mane six and Spike lead Skystar and Silverstream throughout the city. The ponies they walk past seem to sing along as they pass them by.

"One short day"

"In the City of Tambelon"

The girls lead Skystar and Silverstream forward, singing as they do so.

"One short day"

"In the City of Tambelon"

"One short day"

"Oh there's so much to do"

"Every way"

"That you look inside Tambelon"

"There's something exquisite"

"You'll want to visit"

"Before the day's through!"

As they pass through the streets a large sea serpent with a brilliant orange moustache passes them by. Skystar's eyes glow as bright as diamonds.

"There are creatures wilder than the seas!"

"Dress Salon's!" sings Rarity as they try on clothing in a local boutique.

"Libraries!" sings Twilight as she shows Skystar a towering library while the others sleep.

"Candy Shops!" said Pinkie Pie sipping a sundae with Skystar.

"Gardens!" sang Applejack showing off a brilliant greenhouse.

"And so much more!"

Applejack and Fluttershy sang together on either side of Skystar.

"There are buildings flying in the sky" Sang Rainbow Dash flying past some cloud houses.

"It's all grand," sang Silverstream.

And it's all dry" sang Skystar.

"I think we've found the place where we belong!" They sang together.

"I wanna be"

"In this hoi polloi"

"So We'll be back for good someday," sang Skystar.

"So we can do things our own way," sang Silverstream.

"But for today, we'll wander and enjoy," they sang together.

Everypony in the streets around them began singing along with them.

"One short day"

"In the city of Tambelon"

"One short day"

"To have a lifetime of fun"

"One short day"

"And we're warning the city," sang the two Hippogriffs.

"Now that we're in here"

"You'll know we've been here"

"Before we are done!"

All of a sudden the girls and Spike were forced to screech to a halt. A large brass band began performing in the middle of the streets. In a sudden burst of excitement, Pinkie Pie grabbed ahold of a baton and joined in.

"It's the mage"

"It's major itinerary"

"Is making all us merrier!"

"It's on page"

"It's sagely"

"It's breaking down all the barriers!"

Pinkie Pie suddenly began blasting away on a tuba.

"Where's the place where the ponies flurry"

"Has all of us without worry?"

"Woo"

"Isn't it wonderful?"

"Our wonderful Tambelon!"

Skystar and Silverstream marched forward with the mane six happily behind them, Spike on Twilight's back. An entire parade of ponies and other creatures began marching behind them sing and playing instruments.

"One short day"

"In the City of Tambelon"

"One short day"

"To have a lifetime of fun"

"What a way"

"To be seeing the city"

"Where so many roam to," the mane six said gathering around Skystar and Silverstream.

"We'll call it home too," sang the two hippogriffs.

"And then, just like now"

"We can say"

"We're just two friends," sang Silverstream.

"Two good friends," sang Skystar.

"Two best friends," sand Twilight drawing the three of them together in a hug.

Everypony in the crowd behind them posed for the grand finale.

"Sharing one wonderful"

"One short"

"Um, Twilight?" said Flash Sentry suddenly appearing with Thunderlane behind him, "What are you doing?"

"Day!"

Everypony sang with fireworks suddenly shooting off in the sky.

The crowd began to disperse, the excitement over. As they did so Twilight slowly creaked her head over in the direction of Flash, too nervous to speak.

"Flash?" said Twilight a panicked smile on her face, "Thunderlane? What are you doing here?"

"Oooh!" said Silverstream pushing Twilight and Skystar aside, "Who are your friends?"

Sliverstream flapped over to the two stallions and reached out a claw, "My name Silverstream, and this is my cousin..!"

"Apple!" stated Applejack covering her beak.

"Cloud!" shouted Rainbow Dash, joining in to cover it.

"Dandy!" said Pinkie Pie covering her two friends mouths'.

Flash and Thunderlane looked at the girls confused.

"Yes," said Twilight gritting her teeth as she held Skystar close, "This is our new friend Apple Cloud Dandy.."

"What?" asked Skystar looking confused.

"And this is the captain of the Tambelon Royal Guard!" said Spike as he rushed between Flash and Thunderlane in a panic, "and his Lieutenant!"

"Oh," said Skystar nervously biting her beak.

"Okay," said Flash raising an eyebrow in confusion, "I actually wanted to talk to you Twilight.. Is that okay?"

"Sure thing!" said Applejack as she, Pinkie Pie and Rainbow Dash held onto Silverstream tightly, "We'll just take our friends here and take em' over there!"

The rest of the girls led Silverstream away with Skystar creeping up close behind. Thunderlane watched them walk away suspiciously.

"The thing is Twilight.." said Flash pushing Spike aside, "Queen Novo is here in Tambelon."

The ponies and Skystar suddenly froze to a halt at the mention of the Queen's name.

"Queen Novo?" said Twilight stuttering nervously, "Y-y-you don't say.."

"She's really worried," continued Flash "and we we're wondering if you and the girls could help us find her."

Twilight looked over to Skystar. The yellow hippogriff was down on her knees pleading with Twilight not to say anything.

"Ummmmm," said Twilight nervously pausing for time.

"Twilight?" asked Flash looking confused.

"Forever.." whispered Pinkie Pie popping up behind Flash.

"I'm sorry Flash" said Twilight a smile popping on her face, "but we promised our new friends that we would show them around Tambelon, and losing a friend's trust is the fastest way to lose a friend.."

"Forever!" shouted Pinkie Pie in Flash's ear.

"So we can't do anything until we can't do anything until we've shown them around," said Twilight prancing away happily.

"Oh, okay.." said Flash Sentry still looking confused, "Catch you later then?"

The mane six, Spike, and hippogriffs giggled to themselves as Flash turned to walk away. Just as they were about to trot away themselves, Thunderlane raised up a hoof.

"Wait a minute," said proclaimed Thunderlane.

The girls and Spike suddenly froze in there tracks. Thunderlane slowly trotted over to them and looked Skystar directly in the face.

"Don't I know you from somewhere?" said Thunderlane with a serious tone.

"Me," said Skystar with a nervous smile, "Nope don't think so.."

Thunderlane stared at the hippogriff for a long time. Sweat began to drip down her brow as she stared into his unblinking eyes.

"Alright then," said Thunderlane suddenly turning to walk away, "It was nice seeing you again Skystar."

"You to Thunderlane," said Skystar waving goodbye happily.

Looks of panic suddenly crossed everyponies face, as they realized what Skystar had just done.

"Gotcha," said Thunderlane with sly smile.

Flash Sentry flapped over to look at the yellow hippogriff closely.

"Princess Skystar?" he said suddenly recognizing her.

A sad look crossed the princess's face as she glanced away.

"Twilight!" said Flash glancing at Twilight behind her, an angry look on his face.

"You lied to me!" said Flash zooming over to the mane six, "How could you do that!"

"I had to!" exclaimed Twilight, "We promised Skystar that we would help her take a break away from Seaquestria! And losing a friend's trust is the fastest way to lose a friend!"

"Forever!" proclaimed Pinkie Pie popping up from behind her.

"But I promised Queen Novo that I'd help her find her daughter," exclaimed Flash, "And breaking her trust would be the fastest way to lose her as a friend forever!"

Pinkie Pie opened her mouth to say something, but then stopped upon hearing his words.

"Huh, nice loophole.." she stated scratching her head.

"I'm sorry Twilight," said Flash floating down and putting a hoof on her shoulder, "But's it's my royal duty as Captain of the Guard tell Queen Novo about this, whether the Princess likes it or not.

A sad look came across Skystar's face.

"We understand completely," said Rainbow Dash putting a hoof on Flash's shoulder.

All of a sudden she picked the stallion up and tossed him into Thunderlane.

"Grab them!" said Rainbow Dash with a sly smile.

Applejack suddenly swung her lasso and tied the two stallions together. Pinkie Pie then began rolling atop of them like a barrel, and rode the right into a nearby broom closet. She then shut the door, and began nailing it shut with some planks and a hammer.

Skystar and Twilight looked at the scene in front of them speechless.

"Is that alright.." asked Skystar looking concerned.

"It's fine," said Twilight gritting her teeth, "Everything's fine.."

"Besides," said Rainbow Dash putting a hoof around Skystar, "We can always let them out later."

"Come on guys!" said Spike take Silverstream's claw, "I want to show Silverstream the Tambelon theater!"

"Ooh!" exclaimed Silverstream, "Sound's exciting!"

As the girls chased after Silverstream and Spike, we zoom in on the broom closet, sitting on the side of a building in the middle of the street.

"Thunderlane," said Flash from within the closet.

"Yes Flash," responded Thunderlane, also in the closet.

"I'm new to relationships.. Tell me, is this an appropriate time to be angry?"

"Yes," replied Thunderlane, "This is a personably reasonable time to be angry."

"Ah," Flash responded, "Thank you.."

"TWILIGHT SPARKLE!" Flash Sentry shouted at the top of his lungs.

Hours later Rumble, Tender Taps, First Base, and Button Mash trotted down the streets happily enjoying the night. As colts passed a nearby building, they suddenly heard a loud knocking from an adjacent broom closet.

"That's weird," said Button Mash staring at the door nailed shut.

With a single glow of his horn, he began levitating the boards and nails away. Rumble then proceeded to open the door.

Flash Sentry and Thunderlane suddenly tumbled to the sidewalk along with numerous brooms and mops landing atop of them.

"Um, bro?" said Rumble.

He and the other colts looked down at the two stallions confused.

"What are you and Flash doing inside of a closet?

"Plotting.." said Flash panting angrily, "..REVENGE!"

"And I'm a dancing Pony!" a mare sung upon the stage hanging from a rope.

The ponies in the audience cheered, especially two particular hippogriff's in the front row. The mane six were happy to see them enjoying themselves, except for Spike and Rainbow Dash, who had been snoozing through the show.

"That was amazing," said Skystar, "We never had shows like this down in Seaquestria!"

"It's kind of hard to have them without dancing," said Silverstream.

"Well I'm so glad your enjoying yourself," said Twilight.

"Ya'll sure have a lot to tell yer friends when ya get back to Seaquestria," commented Applejack.

"Get back?" said Skystar excitedly, "I'm never going back!"

"What!?" explained everypony in a panic, even Silver Stream.

"Eh, what! What happened!" said Spike as he woke up.

"Um, I do beg your pardon," spoke up Rarity, "But didn't you say you were just staying in Tambelon for the day?"

"That was the plan," said Skystar, "but after everything I've see today, I've decided I want to see the rest of Equestria as well!"

"The rest of Equestria!?" cried out everypony in disbelief, even Silver Stream.

"Huh! Wha! I wasn't asleep!" said Rainbow Dash waking up.

"Um, cuz?" said Silver Stream smiling sheepishly, "Don't you think Auntie Novo will be upset when she finds out about this?"

"More to the point," said Twilight, "Don't you think she'll miss you?"

"Pfft, of course not," said Skystar brushing the idea off with a wave of her claw, "Besides, I'll be halfway to the Crystal Empire by the time she finds out I was even here!"

"SKYSTAR OF SEAQUASTRIA!" a loud voice boomed filling the entire theater.

There was a blinding flash of light, and suddenly Queen Novo appeared, a furious look on her face. She floated down to the stage, with Flash Sentry and Thunderlane close behind her.

"You are in big trouble young lady!" said the hippogriff Queen glaring down at her.

The mane six, Spike, Skystar, and Silverstream nearly leapt up from their seats in a panic. Everypony else in the audience just stared in confusion.

"RUUUUUUUUUUUUUUN!" shouted Rainbow Dash as leapt up into the air.

She and Twilight flew ahead clearing a path for Skystar and Silver Stream, while the others rushed toward the aisle.

"Oh no you don't!" growled Flash Sentry with a furious look his face.

He and Thunderlane flew up into the air blocked off Twilight and Rainbow Dash's escape.

"Down here!" Applejack called out.

Skystar and Silver Stream flew down, as Applejack and Rarity lead them towards the exit.

All of a sudden, two guards burst out of the exit doors. The ponies and Hippogriffs screeched to a halt just before they reached the guards.

Two pairs or hooves suddenly grabbed Skystar and Silver Stream and pulled them into the rows of seats. Pinkie Pie and Fluttershy led crept beneath cushions leading the two girls away. Flash and Thunderlane flew down to rows of seats, and began searching for signs of movement.

Flash suddenly noticed something and dove towards the movement. He quickly lifted it up revealing a nervous Spike in his hooves.

"Hehehe.. Hi guys," said Spike Sheepishly as Thunderlane and Flash glared at him.

Meanwhile, Pinkie Pie opened the side entrance of the theater, cautiously looking in all directions. She began waving her hoof, clearing Skystar and Silverstream to make a run for it out onto the streets.

The two Hippogriff's began running through the bust streets, trying to bend in with the large crowds of ponies and other creatures.

"Um, if you're planning to got to the Crystal Empire, you'd better start now," said Silver Stream nervously.

Skystar quickly began flapping her wings and flew her way up into the Tambelon sky. As she began making her way up to the clouds, a sudden appeared again revealing Queen Novo.

In a panic, Skystar quickly flew back down to the crowd, only to have her mother following close behind. As she began racing her way down the streets, two Tambelon guards blocked her path. Skystar turned to run, but Queen Novo had already landed behind her.

"That's enough Skystar!" said Queen Novo, "We're going home, Now!"

A mischievous look suddenly crossed Skystar's face.

"No!" Skystar proclaimed porudly.

"What!?" said Queen Novo angrier then ever.

The mane six quickly raced up the scene with Silver Stream close behind them.

"I said I'm not coming back to Seaquestria!" proclaimed Skystar, "And there's nothing you can do about it!"

Flash and Thunderlane landed behind the Queen, Spike on Flash's back.

"You are coming back to Seaquestria, young lady," said Queen Novo, "Even if I have to drag you back kicking and screaming.."

"Um, your majesty.." said Flash Sentry nervously raising a hoof.

"You can't make me do anything that I don't want to," said Skystar snapping her claws, "And even if you did, I'd just run away again.."

"Um, Skystar.." said Twilight cautiously, "I don't think this is a good way to.."

"I have had it with your disobedient attitude you lady," growled Queen Novo!

"Well I've had it with you nitpicking, your rules, and your lesson's on how to be the perfect princess," mocked Skystar.

"I can't believe I have raised such an ungrateful and disrespectful daughter!" snapped Queen Novo.

"Well then.." said Skystar beginning to tear up, "..Maybe I don't want to even be your Daughter!"

Skystar quickly covered her beak with her claws, realizing what she had just said. Everypony around them suddenly gasped in shock. Queen Novo just stood there, beak wide open, eyes wide as dinner plates, her bluster completely gone.

"Ooh, this is awkward," said Spike tugging at where his collar should be.

"It's just," said Skystar trying to get ahold of herself, "I want to see the world you know.. Get my wings dirty.. Maybe learn to dance and sing?"

Queen Novo thought for a moment, "So you want to see the world, huh.. Alright then, I'll allow it.."

"You will!?" said everypony around Queen Novo in disbelief, Skystar the most.

"I will," said Queen Novo with a sly smile.

Back in the Tambelon Arcade, everypony was gather around the Prance, Prance Revolution game. The Mane Six, Spike, Flash, Thunderlane, and Silver Steam looked on in amazement as Queen Novo and Princess Skystar stood on either side of the Dance platform. Tender Taps and button Mash stood in-between the two of them in front of the dance screen.

"The rules are simple," said Button Mash raising a bit, "One round of Prance, Prance Revolution.. Winner takes All!"

"If Skystar wins," said Tender Taps, "She get's to stay in Tambelon with Queen Novo's blessing."

"But if Queen Novo wins," said Button Mash putting his bit in the machine, "Skystar has to go back to Seaquestria."

The two colts quickly raced off the platform to watch with there friends.

"You sure you want to do this mom?" asked Skystar raising an eyebrow.

"Oh I think I'll manage," said Queen Novo

"Is this really a good idea," asked Fluttershy nervously, "What if Skystar wins and she never sees her mother again."

"Nobody can out-dance Skystar," said Rainbow Dash matter of factly.

"Does Queen Novo even know how to dance?" asked Spike.

"We're about to find out," said Twilight biting her lip.

"Ready.. Set.. Prance!" the machine proclaimed.

Skystar and Queen Novo began dancing as the music began. Skystar was following all dance steps with ease, when to her shock she noticed something. Not only was her mother following all the moves perfectly, she was getting bonus points.

"Well what do you know," said Queen Novo with a sly smile, "It seems that I have a knack for this."

Everypony in the arcade watched in awe as Queen Novo danced gracefully atop the platform.

"Where did she learn to dance like that?" asked Rainbow Dash.

"I don't know," said Silver Stream, "I didn't even know Auntie Novo could dance."

"Well, it looks like somepony's heading back to Seaquestria," said Pinkie Pie sadly.

Upon hearing this, Skystar realized she had to pick up her game. She started moving faster, trying the guess the next steps before they happened, in a desperate attempt to get bonus points.

"..Miss! ..Miss! ..Miss! ..Miss!" the machine repeated over and over again.

Everypony began to look nervous as Skystar began to flounder.

"Um Skystar.. You might want to tone it down a bit.." Twilight stated.

But Skystar wasn't listening, she was to busy trying to keep up. Queen Novo's points were quickly stacking up high above her daughter's. In a desperate panic, Skystar tripped on her own to hooves falling flat on the platform.

"The winner is Queen Novo!" Tender Taps proclaimed proudly.

Everypony in the arcade cheered wildly. All except the mane six, Spike, and Silver Stream who were to busy comforting Skystar.

Queen Novo trotted over to who daughter, still down on the floor. She reached out a claw and helped pull Skystar up.

"I once had dreams of seeing the world too," said Queen Novo with a smile, "Picked up a lot of things along the way, even a dance move or too."

"You wanted to see the world?" asked Skystar wiping away a tear.

"How do you think I met your father?" asked Queen Novo, "Did you forget I grew up on Mount Aris? I used to travel all ver Equestria and beyond looking for adventure. Until finally I settled in a little place called Seaquestria, and started a family."

Skystar gave a small smile starting to cheer up.

"I know how desperately you want to leave home and see the world," said Queen Novo Putting a hoof on her shoulder, "I was the same wash when I was your age. But that kind of adventure is fraught with danger.

Skystar frowned.

"If I am overprotective.." finished Queen Novo, "It's because, I'm worried about you."

Suddenly the two hippogriffs began hugging each other as mother and daughter.

"Awwwwwwww," said the mane six watching.

"Bleh," said Spike sticking out his tongue.

Twilight suddenly looked over at Flash Sentry who was standing next to Thunderlane.

"I'm sorry I didn't tell you about Skystar sooner," said Twilight approaching Flash, "But I just really wanted to help Skystar out."

"I know I'm new at this relationship thing," said Flash, "But shouldn't we be honest with each other no matter what?"

"Your right," said Twilight with a sigh, "Losing a friend's trust is the fastest way to lose a friend.."

"Forever!" proclaimed Pinkie Pie popping up one last time.

"You know, you could have just told us, what Skystar was up to, and we could have worked something out?" said Thunderlane.

"I was afraid Queen Novo would never let her leave home again," said Twilight sheepishly, "That she just wouldn't understand."

"Take a look," said Flash point to the Queen and Novo still hugging, "Does it look like she doesn't understand?"

"What do you say we extend our little trip to Equeastria," said Queen Novo releasing her daughter.

"Really!?" asked Skystar looking excited.

"Yes," said Queen Novo with a sly smile, " As long as I'm at your side at all times."

"Oh, right," said Skystar blushing.

"Can I come too?" said Silver Stream popping up between them.

Everypony suddenly began to laugh.

Later that night, at Castle Tambelon, Twilight Sparkle approached her parents reading room. Both the King and Queen were busy reading in comfy armchairs.

"Ah, Twilight," said Queen Velvet looking up from her book, "How was your day today."

Twilight approached her mother, and suddenly gave her a big hug.

"Mom," said Twilight, "I just want you to know that I love you!"

"I know," said Queen Velvet, "I love you too."

As Twilight Sparkle trotted away, King Nightlight looked over at his Queen in confusion.

"What was that about?" the King asked.

"I'll explain it to you later dear," said Queen Velvet with a smile.

Three fillies and a baby

It's another beautiful day at Tambelon Castle The sun is shining, the birds are singing..

"No! Wait! Put that down!," the voice of Spik'n'Span cried out high above the castle.

Wishing the hall's of Tambelon Castle, Spik'n'Span could be seen chasing after baby Flurry Heart. The young Alicorn could be seen causing chaos with her magic everywhere.

Flurry Heart began levitating numerous objects, most of them antiques. In a panic Spik'n'Span began catching them one by as they began to drop. Soon he was balancing the pile of antiques on three hooves, while his best to stand on one.

Spik'n'Span gave a quick sigh of Relief.

"Flurry Heart!" The voice of a young filly called out.

Spik'n'Span panicked as Applebloom, Sweetie Belle, and Scootaloo race past him. Avoiding contact with the fillies forced the butler to spin on his hoof, inevitably leading to him crashing to the floor, the antiques landing on top of him.

Sweetie Belle's horn began to glow as she chased after Flurry Heart. Scootaloo began to float in the air levitated by her spell and zoomed after the baby Alicorn. The young Pegasus proceeded to catch her, and then landed on Applebloom's back.

"There ya'll are!" said Applebloom as Scootaloo disembarked, "Who's the cutest wittle baby Awicown in awuv Equestwia?"

"Um, I'm pretty sure she the only baby Alicorn in all of Equestria," said Sweetie Belle approaching her friends.

"That's what makes her the cutest," said Applebloom, nuzzling her mane.

"Young Fillies!" A stern voice called out sending a chill up the Crusaders Spine.

The three of them turned to see Spik'n'Span picking himself from the the pile of broken vases, a tattered painting still hanging around his neck.

"When the three of you volunteered to babysit Princess Flurry Heart for Shining Armor and Cadance, I thought, 'What the Hay.. It will give me one less thing to do..' "Spik'n'Span lectured, "But I never thought I'd have to babysit four fillies instead of one!"

"Sorry Spik'n'Span," said Applebloom with a nervous smile, "We all were playin' a game of peekaboo with Flurry Heart here.. But she took it a bit to literally!"

"And by literally, we mean she teleport away when we had our eyes closed.." said Scootaloo.

"Our hooves were in the right place?" said Sweetie Belle shrugging nervously.

"Well that is certainly no excuse for carelessness," said Spik'n'Span, "And further more.."

"There you are sweetheart!" a loving voice called out.

Everypony turned to see Shining Armor and Cadance, followed by Big Star and Shooting Star.

"Ahhluuuv," said Furry Heart as she floated out of Scootaloo's hooves and into the hooves of her mother.

"Thank you three for watching Flurry Heart while we were visiting my Grandparents," said Shining Armor approaching the Crusaders, "She wasn't to much trouble, was she?"

"Oh no," said Applebloom brushing it off, "No trouble at all."

"WHAT!?" cried out Spik'n'Span in pure disbelief.

"Um Spik'n'Span," said Shining Armor looking confused, "Do you know you have a picture frame around your neck."

"You know the say a picture paints a thousand words," said Big Star.

"Yep, but Spik'n'Span sure ain't that picture," chortled Shooting Star.

"DoHohoHohoHohoHoho!" the two of them laughed.

Spik'n'Span turned red in the face, as two old stallions laughed at his expense.

"Oh sweet heart," said Cadance as Flurry Heart began to snuggle with her, "I missed you too. Did you have fun today?"

"Aww," said Big Star approaching Flurry Heart, "She's looks just like her father when he was her age.."

"Except a heck of a lot cuter," chortled Shooting Star.

"And a heck of a lot smarter too," continued Big Star.

Shining Armor rolled his eyes as the two old ponies laughed, "DoHohoHohoHohoHoho!"

All of a sudden, a thought crossed Sweetie Belle's mind.

"Shining Armor was a baby?" Sweetie Belle asked her friends.

"Well duh," said Scootaloo, "Everypony was a baby at least once."

"That's right!" agreed Applebloom, "You, me, Applejack, Spik'n'Span, even Granny Smith was a baby once."

"But then how..?" continued Sweetie Belle.

The three girls continued to talk amongst themselves, while all the adults dotted over Flurry Heart. All of them of course except Spik'n'Span, who was to busy struggling to clean up the hallway.

"Um, excuse me ya'll," spoke up Applebloom.

Shining and Cadance suddenly halted there conversation to look down at the three fillies.

"We were just wonderin'.." began Applebloom.

"Actually, Sweetie Belle was wondering," said Scootaloo, "We obviously already know."

Sweetie Belle frowned at the Orange Pegasus.

"Well," continued Applebloom, "..Where do babies come from?

A surprised look suddenly crossed the faces of Shining Armor and Cadance.

"Pfft..snicker..Snort.." Big Star and Shooting Star began to chuckle, struggling to hold back their laughter.

"DoHohoHohoHohoHoho!" the two old ponies suddenly burst out laughing, tears filling their eyes, "DohohoEEeeHaaHaaHAAAAhahaHAAAAAhaHaHAAAAAAAAAAAAAAA!"

Everypony watched as the two grandparents trotted down the hallway still laughing louder then ever.

"HmhmhmmHmhmHmhmHmhmhmm," said Cadance chuckling to herself, clearly caught up in the joke.

Shining Armor began nervously scratching at the nape of his mane, a bead of sweat dripping down his brow. He stared up at the ceiling, clearly trying to figure out what to say.

"Babies? Well that certainly is an interesting question," stuttered Shining Armor, "Well the thing about that is.. Oh look at the time! We really must be going..

Shining Armor took Flurry Hear and began trotting down the hall, trying his best to avoid eye contact. Cadance followed close behind still chuckling to herself, "HmhmmhmmHmhmmHmhmmHmhmhmm."

The three crusaders looked at each other confused.

"What was that about?" asked Sweetie Belle with a raised eyebrow.

"Ah never mind," said Applebloom, "We'll just ask Spik'n'Span."

The three fillies approached Spik'n'Span as he struggled to reassemble a vase atop of a pedestal.

"Spik'n'Span," spoke up Applebloom, "We we're just wonderin'.. Where do babies come from?

"Kr'kraaAsh!"

The vase suddnly crashed to the floor in pieces once again. Spik'n'Span stood there frozen in terror, a petrified look upon his face.

Spik'n'Span slowly began turning his head to look down at the Crusaders. Beads of Sweat were beginning to shoot out of his head like a sprinkle.

"Babies?" he stuttered, "Yes well.. That is to say.. Where do they come from? What a fine question.. I would love to tell you! Really I would.. But the fact of the matter is.. The fact of the matter.."

"Well what is it?" said Scootaloo raising an eyebrow.

All a look of realization crossed Spik'n'Span's face, followed by a sly smile, "The fact of the matter is...this is something you should be asking your sisters about!"

"Great idea Spik'n'Span!" beamed Applebloom, "Applejack knows just about everything!"

"Um, excuse me," said Scootaloo, "I think Rainbow Dash know just as much as she does.. If not more!"

"Um, I hate to argue guys, but I think Rarity knows the most," said Sweetie Belle.

"Let's ask all three of em'," proclaimed Applebloom, "Then we'll be sure to get an answer."

"Yeah!" cried out all three of them.

Spik'n'Span watched as the three of them raced out of the castle in excitement.

"Spik'n'Span, you sly dog," he said to himself, "I do say you get more clever by the day."

Later the CMC heading to the apple fields they saw Applejack and Big Macintosh working hard to buck apples.

"Well howdy there sugarcub." Said AJ wiping away some sweat. "What can we do ya'll for?"

"Actually sis." Said Applebloom "Me and my friends have a question for ya?"

"Well shoot then." Said Applejack

"We were just wondering where do babies come from?" Said Sweetie Belle

Applejack suddenly froze in place a cold sweat dripping down her brow, Behind her Big Macintosh suddenly lost his balance as the baskets of apples he had back suddenly landed on his head.

"Ummm...Babies." Said Applejack with nervous smile. "Ooowweee, now that is an excellent question." She then turn to Big Mac "Um Big Mac why do you handle this one older brother!"

"Nope Nope Nope Noooo Waaaayyy!" He shouted "She was asking Applejack!"

"Well you're the oldest!" Said Applejack while pushing her brother forward. "You tell her!"

"Well you're her sister!" Said Big Mac suddenly pushing Applejack forward "You tell her!"

"No you tell her!" She said pushing him again.

"Nope you tell her!" Big Mac pushed her forward.

"What in tarnation is going on out here!?" Said Granny Smith walking out in to the field.

"Granny Smith!" Said Applejack and Big Mac with smiles on their faces. "You tell her!"

The older siblings push their granny forward in front of the Crusaders and then dashed away.

"Um tell her what now?" Said Granny Smith scratching her head in confusion.

"Granny." Said Applebloom matter of factly. "We want to know where babies come from."

A proud smile came across Granny smith's face "So ya'll ready to know where babies come from."

Granny pulled up a large rocking chair and sat down in front of the three fillies.

"Well now it's a long story." Granny said "It all started with...(Snoring)"

Granny Smith had suddenly fallen asleep in the rocking chair the crusaders quickly grew board waiting for Granny to wake up.

"Oh come on girls if Ah know Granny she going to be like this for hours." Said Applebloom.

The three fillies began to walk away as they did Granny Smith peeked open one eye.

"He he he! Works every time." Said Granny

Carousel boutique with in the castle.

Rarity was trying out outfits on the three fillies.

"Oh yes Scootaloo you look absolutely darling in this hat." Said Rarity

Scootaloo was quickly getting annoyed of her frilly outfit.

"Look Rarity the truth is we came here to ask you a question." Said Scootaloo

"But of course Darling." Said Rarity looking thought some garments. "Asked away."

"Rarity where do babies come from?" Asked Sweetie Belle

Rarity froze in utter terror.

"Where do what from what now?" Said Rarity

"Where to Rarity come from?" Said Applebloom

"Well...I..I...The...Thing...Of the Matter is...Oh...Ah...I just remembered I have some more outfits in the back you three stay right don't move a muscle!" Rarity said as she rushed away.

The three girls stood there of what seemed like an hour the clock slowly ticking away.

"Hugh when is she coming back?" Said Scootaloo

Applebloom looked out a near by window she saw Rarity sneaking away in a designer trench coat and a hat.

"Um guys I don't think she coming back." Said Applebloom

"Well rolls out Rarity." Said Sweetie Belle "Anypony else got an Idea?"

"Well duh we should go asked Rainbow Dash!" Said Scootaloo smirking. "Right after we get out of these girly outfits."

Later that day the crusaders found Rainbow Dash lazing atop of a cloud.

"Hey Rainbow Dash!" Shouted Scootaloo

"Oh yeah squirt how's it going." Said Rainbow Dash

"We were just wondering where do babies come from?" Said Applebloom

Rainbow Dash's eyes suddenly shot open. "Hu oh!" She said quickly jumped off the top of the cloud and zoomed away.

Applebloom and Sweetie Belle looked at Scootaloo with dismissively.

Scootaloo smiles sleepily "Ha ha ha maybe we can asked my brother."

"So you three want to know where babies come from?" Asked Flash as took a bite off a pizza.

He Soarin and Cheese were all eating food outside of a café.

"Could you tell us?" Asked Scootaloo

"Well..."Flash said with a smile. "That's actually a good question one that took me years to figure out myself. But after going one of my trips mom and dad I was able to figure it out!"

"Where do they come from!" Said the three girls excitedly.

"Babies ponies come from the Abyssinian Goddess Taweret, a creature that is part crocodile part hippo! Once a year she sends a baby ponies floating now the river in a basket of reeds and the lucky ponies who find it become the parnets."

The three girls looked at Flash Sentry confused and just freaked out.

Flash stanched his head nervously. "Well that's what mom and dad told me...Before they were turn to stone."

"What that complete ridiculous!" Said Soarin "I'll tell ya where babies ponies come from."

The three girls looked up a Soarin eagerly.

"Princess Celestia!" He said proudly.

The girls looked at him dumbfounded.

"Princes Celestia?" Said Flash sarcastically.

"DUH!" Said Soarin "Besides her dad and a few other Alicorns she pretty much in charge of everything else in Equestria."

"And where does get the babies from?" Asked Flash

"Hello she got magic she's does magic stuff in to existence?" Said Soarin

"And where to the parents fit in." Said Flash

"She delivers them by storks." Said Soarin

"Delivers them by storks?" Flash said "And you said mu story was ridiculous!?"

As the two stallions argue the crusaders then turn to Cheese Sandwich slurping down a milkshake.

"Ya'll have no idea where babies come from do ya?" said Applebloom

"Nope!" Said Cheese taking a brake. "This is what happens when you gown up on the streets with out adult role models."

The fillies rolled their eyes.

"Come on girls let's asked some pony else." Said Applebloom

"So you girls want to know where babies ponies come from." Said Pinkie Pie

"Yes!" Said the girls matter of factly.

"Well sit down and I tell you what my granny Pie told me!" Said Pinkie Pie

She pulled out a rocking chair, put on some glasses and began blowing into a bubble pibe.

"Where is everypony getting these rocking chairs?" Asked Scootaloo

Pinkie rocked back to fourth for a minute and then spoke up.

"You dare whippersnappers you got business asking them kind of questions come back when your grown!"

The girls looked at her dumbfounded.

"Well that's what my Granny Pie told me." Said Pinkie Pie

"So you girls want to know where babies come from." Said Fluttershy caring for a nest of birds the crusaders were sitting in the middle of the castle gardens. "Well all baby animals come in to this world in different ways, For example mama sparrow has been laying on this nest of eggs all summer long."

"Uh." Said Applebloom

"On the other hoof." Said Fluttershy "Mrs. Queen bee over here lay over at least two thousand eggs a day." Said Fluttershy

"Ho." Said Scootaloo

All the animals began to gather around Fluttershy.

Yep." Said Fluttershy. "Every baby comes into this world in it's own unique way."

"So?" Said Sweetie Belle thinking for a moment. "Babies ponies come from egg."

Fluttershy stared at the fillies for a moment. "Yes Sweetie Belle Babies ponies come from egg, Lesson over."

Fluttershy then turn to walk away.

"Wait!" Said Scootaloo speaking up. "Where do the eggs come from?"

"Umm the storks." Said Fluttershy pointed at one of her feather friend.

"That's what Soarin said." Said Applebloom "But Ah just didn't believe him."

"Are you kidding me!?" Said to Stork suddenly speaking up.

There was a magical poof and the stork turn to Discord.

"Are you fillies actually paying this!?" He said annoyed.

"Discord that's enough now." Said Fluttershy

"No I have had enough of this corporate citizenship!" Shouted Discord "I'll tell you kids where babies come from they come from..."

All of a sudden two royal guard ponies suddenly appeared.

"Discord You are in violation of corporate citizenship law, I'm afraid you'll have to come with us!"

"No!" Said discord as the guard ponies dragged him away. "This is a violation of freedom speech! The fillies have the right to know etika! etika! etika!"

The girls looked at each other more confused then ever.

"So anypony else got an idea?" Said Applebloom

"You want to know where babies come from?" Asked Thunderlane

The three girls where now at Thunderlane's house.

"Yes and we've been trying to find out all day." Said Scootaloo

"Well" said Thudnerlane." Tabbing his chin for a moment and then gave a sly smile. "Oh Rumble!"

"Yes big bro!?" Said Rumble as he dash down the stairs.

"I was just wondering if you can tell you're friends here where babies come from?" Said Thunderlane

"What!?" Said Rumble a look of terror across is face.

"You remember littler bro I told you all about it." Said Thunderlane

"Rumble knows!" Said the Crusaders excitedly.

"Yes." said Thunderlane pushing his little brother forward. "And I'm sure he'd love to tell you three all about it."

"But, But, But!" She said

"Now little bro you know you be a good colt and tell these fillies of where babies come from." Said Thunderlane putting on his helmet. "I'd tell them myself of course but I'm late for guard duty."

As Thunderlane left the house the three fillies turn to Rumble with big smiles on their faces.

"AAAHHHHH!" Screamed Rumble as he rushed out the back door of the house. "Thunderlane I'll get you for this!"

"Rumble get back!" Said Scootaloo as she Applebloom and Sweetie Belle raced after him.

Rumble began to fly away as fast as he could but The three fillies were closed behind.

Scootaloo hopped on her scooter while Applebloom and Sweetie Belle road in the wagon in the back.

Rumble flew down ally way after ally way, as the girls raced after him.

As he turn a corner he saw Button Mash Tinder Tapes, and Frist Base hanging out in front of the arched.

"Guys you git to help me!" He shouted "The Crusader have gone crazy!"

"Hop on!" Said Button Mash he pulled out his fancy bike with a side car.

The two of the colts hopped in the side car while Rumble hopped on the back with Button Mash. the electric bike quickly zoomed away but Scootaloo was able to keep up with by flapping her wings.

"Get them!" said Applebloom "Get them!"

"Where'd you learn that from?" Asked Sweetie Belle

"Pinkie Pie of course." Said Applebloom

As the race countered Button Mash notice a slow moving hey cart crossing the street in front of them. He quickly raved his bike and sailed up a ramp flying high over the hey cart and on the the other side of the street.

Scootaloo suddenly screech to a hold just before they hit the hey cart. The three girls watch as the boys vanished of into the distance.

"So long sucker!" Said Rumble as the bike raced away.

"GGgaahhh!" Shouted Applebloom "Why won't anypony answer our question?"

Out in the Tambelon martketplace, music begins to play as ponies walk about there business. The Crusaders peek out from behind a corner, and begin sneaking about the ponies.

"Whatever you know, please tell us too," the Crusaders sing popping out in front of a nervous waiter.

"Tell us everything and tell us how," they say turning Button Mash away from his game and staring him in the face.

"It all a mystery," they sing popping out of a mailbox behind a derpy eyed pony.

"That we know nothing about,"

The bubbly mail pony looks about, trying to find the singing voices. Unfortunately, she is unable to see the fillies.

"We can see there's a lot to learn," the annoyed Crusaders sing, as Cheerilee pushes a large number of books in front of them with a smile.

"It's all so close and yet so far," the girls spy through a window at Mr. and Mrs. Cake tending to their twins.

"We can see you know the answer," they pop up before two upper crust unicorns walking down the street.

"Oh, We just know there's something bigger to this," The jet setting mare and stallion quickly run away with the fillies chasing after them.

Desperate to find answers the Crusaders begin singing their chorus.

"We wanna know, can you tell us?"

"We wanna know about this strange, strange mystery!"

"Tell us please, can't you show us?"

"Something is odd about this strange, strange mystery!"

Cranky Doodle Donkey can seen desperately running away down the street. The Crusaders can be seen chasing after him riding Scootaloo's scooter.

"Everypony, every creature we ask," the fillies sing as they chase after the old donkey.

"Trots away like never before," they screed to a halt as he slams the door in front of them.

"Why won't they answer," an annoyed tomato vendor shakes her head at the three fillies.

"This growing question we have for them?"

The mare pulls down a metal grate, closing her stand. The three fillies trot away looking depressed.

"Ooo, This is a question we never knew," the Crusaders chased after a mare chasing a baby carriage.

"We even needed the answer too," they pointed to a picture of a baby pony, but the curly maned pediatrician shook his head.

"Beyond the trees, above the clouds," the Crusaders looked through a telescope whiled riding in a hot air balloon.

"Why won't anypony answer our question?" Rainbow Dash could seen hiding behind a cloud, trying to avoid the Crusaders.

Still desperate, the Crusaders repeat their chous.

"We wanna know, can you tell us?"

"We wanna know about this strange, strange mystery!"

"Tell us please, can't you show us?"

"Something is odd about this strange, strange mystery!"

The three depressed Crusaders sit down at a large fountain, clearly depressed at everypony denying them an answer.

"Why won't anypony tell us?" sang Applebloom sadly.

"Is it some sort of big secret?" said Scootaloo annoyed.

"Do they think we don't deserve.." sand Sweetie Belle.

"To know, the truth," Applebloom noticed a small tear coming down from the unicorns eye.

"Take my hoof," said the earth pony confidently, as she took her friends hooves.

"It's a truth we need to know,"

Applebloom pulled her friends forward. The three fillies quickly away, more determined then ever to find an answer.

"We wanna know, can you tell us?" sang the Crusaders as they chased ponies about the streets.

"We wanna know about this strange, strange mystery!" they pooped up from behind a flag pole, terrifying a pony.

"Tell us please, can't you show us?" Lyra tried desperately to pull Bon Bon away from the Crusaders tugging on her hind leg.

"Something is odd about this strange, strange mystery!"

"...We wanna know," the Crusaders sang out as ponies all around them raced to there houses. Hundreds of doors slammed shut in front of them, leaving the three fillies completely alone in the now empty streets.

Apple bloom, Sweetie Belle, and Scootaloo sat board, inside of a large laboratory, with many buzzing gizmos and flashing lights.

"..The reproductive cycle of the common equine is a long and complicated process.." explained the brown stallion with a green tie and hourglass cutie mark.

"..For starters.." droned on the Doctor as he tended to a large tesla coil, "..the gestation period of the Equestrian earth pony can last at least eleven months, if not more!"

"Can you understand anything that he's saying?" asked Scootaloo.

"Not a word.." replied Applebloom.

"But, there are so many questions that genetic reproduction cannot explain!" went on the eccentric pony, "For example, how did Pegasi go on to evolve avian appendages? How can they even fly when there wingspan is clearly to small to lift their heavy bodies? And what of unicorn magic? What is it's source? And how did an equine develop a horn out of the center of it's skull? The mysteries of scientific world are endless, wouldn't you agree young fillies?"

The Doctor turned around to view the Crusaders reactions, only to find that they were gone.

"Young fillies..?" said the Doctor, "Young fillies?"

Deep within the Everfree Forest, the three Crusaders stood in front of a bubbling green cauldron inside Zecora's hut.

"From wence two ponies fall in love.. A miracle happens from above.." chanted Zecora.

The fillies stared at the images appearing in the steam of the cauldron, two ponies with a heart in-between them.

"A Mare and Stallion intertwined.. They form a union so divine.." continued the zebra.

The images of the two ponies fused together to form a baby.

"And through this process, what comes true? A baby pony pure and true!" Zecora finished.

There was a bright flash of light and a puff of smoke. When the smoke cleared, the three girls saw Zecora staring down at them, leaning on her staff. The Crusaders stared back up at her blankly.

"So.. Where do baby ponies come from?" asked Sweetie Belle.

Zecora frowned

"You want to know where baby ponies come from?" asked Trender Hoof.

The Crusaders stared up at Trender Hoof and Trouble Shoes atop of there blimp.

"Yes," said Apple Bloom exasperated, "We've asked literally everypony in Equestria, and nopony has given us an answer. So could you please answer our question."

Trender Hoof looked at Trouble Shoes, and Trouble Shoes looked right back.

All of a sudden the two of them began chuckling, and soon burst out into laughter. The three girls looked at them in confusion.

"You've asked Everypony in Equestria?" smiled Trender Hoof, "Why didn't you just ask Twilight?"

"Twilight?!" exclaimed the three girls, suddenly wondering why they didn't think of that themselves.

"Twilight Sparkle, does know just about everything," said Trender Hoof, "If there was anypony in Equestria to ask, it would be her.

The three fillies looked at each other excitedly, and then quickly rushed away.

"Why didn't you tell them yourself," asked Trouble Shoes.

"Mmmm, it's more fun to keep them guessing," replied Trenderhoof winking.

Twilight's library

The CMC rushed in the library and shouted "Princess Twilight! What a question for you!"

"Okay girls." Said Twilight who was just putting down a book and spike at her side. "You three look like you've been all over Templon."

"We have." The girls explained.

"We asked our family, our friends and pretty much everyone else in templon!" Shouted Applebloom

"And all we got was either no answers, Ponies sleeping, Too much answers, run off, and crazy ones too!" Said Sweetie Belle

"And my brother and his friends got the craziest answers of all with a hippo-croc god and princess Celestia herself!' Said Scootaloo

"Girls!" Shouted Twilight "Claim down what question you have been asking ponies?"

"Where do babies come from!?" Said the girls in unison.

Twilight then blinked her eyes and then sighed "Okay girls I'll tell you straight up."

"Ponies are not going to try and arrest you by doing so are they?" Asked Sweetie Belle

"No and I'm not going to even asked that question." Said Twilight "Okay when mares have bigger bellies..."

"No we already know that." Applebloom interrupted. "When Cadance got her belly big."

"Oooohhh." Said Twilight with a look of realization on her face. "You are actually want to know where they come from. Well that's a complicated story."

"Well tell us." Said Scootaloo

"How about tell you a story how I learn about it will that help?" Said Twilight

"Yes." Said Applebloom "Anything to get this going."

Twilight narrated

"It all started shorty after Spike was hatched, Princess Celestia asked me and my friends to watch out for him."

The image of the mane six and Spike could be seen.

"He was a very fussy little thing and not very easy to watch."

The mane six could be seen casing after him as he claimed above a roof top.

"And there ware a lot of responsibilities that came with him."

A baby spike stay in a high chair, baby food was scattered across Twilight's room and the mane six looked exhausted.

"We were starting to wonder why Celestia wanted us to watch him in the first place."

"But over time."

Pinkie Pie could be seen playing patty cake with him.

"We came to see him as a friend."

Spike could be seen riding Rainbow Dash as she flew.

"But more importantly."

A young Twilight Sparkle could be seen handing Spike to the king and queen who hugged him tightly.

"He became a part of our family."

Back to Twilight and the CMC

As Twilight story ended the crusaders looked at her curiously.

"So where do babies come from?" Asked Sweetie Belle

"It's obvious?" Asked Twilight "Babies come from love."

"They do?" Asked the Crusaders

"Yup." Said Twilight a love from a mother and father and more importantly a love of a family."

"Oh..."Said Applebloom "So you need a mon and dad for a baby?"

"That's right." Said Twilight

"Oh well that makes sense." Said Sweetie Belle

"Yeah we should have gone to you in the first place Twilight would have saved us a lot of headaches." Said Scootaloo "By the way is there a chance you can tell my brother and his friends I don't they have a clue."

"Well I'll be sure to mention it to them." Said Twilight

"Come on girls let's try to get our cutie marks in baby setting again." Said Applebloom

"Yeah!" Said Sweetie Belle and Scootaloo.

As the three girls rushed out of the castle Twilight turn to look at Spike who was sweeping the floor.

"What the!?" Said Spike

Twilight swooped down on the little dragon giving him hug.

"Umm Twilight what are you doing?" Said Spike

"Oohh nothing." Said Twilight with a huge smile.

"Yeah well while we are asking questions." Said Spike "I kind of have one for you."

"Yes sweet, sweet Spike." Twilight said

"What happened to my real mom?" Spike asked

Twilight's eyes grew wide as dinner plates. "Uh oh." She said.

Shade of the past

Shade of the Past

Down in the courtyard of Tambelon Castle, Flash Sentry, Cheese Sandwich and Soarin were training.

"Come on, com on.." said Flash waving the Blade of Shining Light about in the air.

The sword blinked on and off a few times like a nightlight, much to Flash's annoyance. Frustrated he shook the sword back and forth very hard, releasing a sudden blast of light.

"Whoa!" said Soarin, as the beam of light darted up into the air, just barley hitting him.

"Flash!" said Soarin Glaring down at his friend, "Watch where you're aiming that thing!"

"Sorry Soarin," said Flash looking embarrassed, "I just can't get the hang of this darn thing.."

"Yeah well, these Daggers ain't exactly working for me either.." said Soaring looking annoyed.

Soaring pulled out two of his Daggers of Swiftness, and tossed them into the air. Halfway mid-flight, the daggers suddenly changed directions and headed right back towards Soarin.

"YEeeIII!" said Soarin Ducking as the daggers grazed his mane.

Soarin glanced up at his new buzz cut, annoyed. Flash chuckled a bit.

"Guys, guys," said Cheese sandwich shaking his head with a smile, "Your going about this all wrong."

"Oh really," said Soarin glaring down at his friend, "What makes you such an expert?"

"Simple," said Cheese pulling out his Bazooka of Cheezyness, "Me and Boneless here are best friends."

"Friend?" asked Flash looking confulsed

"Boneless!?" said Soarin laughing out loud "You do realize it's an inanimate object right?"

"Oh but it's not," said Cheese, "It's a magical weapon made by Enbarr. Before you can master it, you've got to get to know it."

"Riiiiiiight.." said Soarin rolling his eyes.

"You've gotta embrace your weapon!" said Cheese hugging his Bazooka tightly.

"Huh," said Flash thinking about what he said.

"You've gotta sniff your weapon!" said Cheese giving his Bazooka a big whiff.

"Um okay," said Soarin looking confused.

"You've gotta lick your weapon," said Cheese giving the Bazooka a big lick.

"Um, Cheese.." said Flash growing a bit concerned.

"You've gotta wash the weapon!" said Cheese giving the Bazooka a bubble bath.

"You've gotta date the weapon!" said Cheese having a romantic dinner with the Bazooka.

"You've gotta be the weapon!" said Cheese pointing his Bazooka into the air.

Cheese Sandwich fired off his Bazooka of Cheesiness. Almost instantly, half a dozen fireworks blasted out the top of it and flashed brightly over the to of Tambelon castle, in a brilliant blast of yellow and orange.

Flash and Soarin looked up at the display happening before them, and then back down at Cheese. Both of their jaws had dropped wide open.

"And that's not all," said Cheese with a smile.

He tossed his Bazooka up into to the air. It spun around for a few moments, and then transformed into a one legged rubber chicken. Cheese opened up his shirt collar and caught Boneless inside of it.

"That's why I call him boneless!" said Cheese matter of factly.

Flash and Soarin watched in disbelief as Cheese trotted off happily with Boneless riding on his back.

"Can ours do that?!" asked Soarin.

"Um, apparently.." said Flash still confused by what he just saw.

"There you all are," said Thunderlane approached the three stallions, "The King and Queen need to see all of the royal guards right away."

"Um, Thunderlane," asked Soarin, "does your shield transform into a chicken?"

"No," said Thunderlane looking confused.

He reached out his hoof and Shield of the Lion Heart suddenly appeared with a lion's roar.

"It just appears out of thin air," he finished.

Soarin and Flash could not believe this.

We cut to the throne room. The royal guards and the castle staff were all gathered in a crowd at the foot of the royal thrones. Flash, Soarin, Cheese, and Thunderlane were at the front of the line. Standing at their thrones were King Nightlight, Queen Velvet, and Twilight Sparkle. Spik'n'Span approached to address the crowd.

"Fillies and Gentlecolts!" announced Spik'n'Span proudly, "It is my solemn duty to inform you that we have a very important dignitary visiting the castle today!"

The ponies in the crowd all began whispering amongst themselves.

"Let's hope this one doesn't destroy the castle!" whispered Soarin

Thunderlane suddenly stomped on his hoof.

"My lord," said Flash raising a hoof, "just who is this important dignitary exactly?"

"A Prince from the Crystal Empire," said Spik'n'Span excitedly, "King Svadilfari's grandson! And he's coming here as an honorary dignitary!"

"I didn't even know he had a grandson," whispered Soarin.

Thunderlane stomped on his hoof again, this time even harder.

"Fillies and gentleconts," said Spik'n'Span proudly, "It my deepest honor to present to you, Prince Shade of Northern Isles!"

All of a sudden a pitch black uniform, with flowing black mane trotted out in front of the crowd. He wore a long purple cape, that flowed down to his hooves. He down at the crowd of ponies and smiled.

"Hey guys look, it's Shade!" said Soarin.

Flash and Cheese looked at the pony on the stage in shock.

"Hey Shade, you old Jerk!" said Soarin waving a hoof, "What are you doing up there pretending to be a Prince!"

Thunderlane stomped on Soarin's hoof harder than ever.

"GAH!" cried out Soarin, "Thunderlane! Stop doing that!"

"Stop giving me a reason too!" growled Thunderlane.

Flash came up behind both ponies and covered there mouths, he then glared up at the all to familiar unicorn before him.

Later that day, Spik'n'Span presented Prince Shade to Flash.

"Prince Shade," said Spik'n'Span, "This is Flash Sentry, our captain of the Guard. He will be your guide around Tambelon Castle."

"Happy to have him as my guide," smiled Shade.

Flash stared at shade for a long time, not saying a word. He gave a small bow, as Spik'n'Span left, waving goodbye.

Flash began leading Shade down of corridor of Tambelon castle. He lead him deeper and deeper into the castle, until he was they were in an empty chamber with nopony else in sight.

"It's been a long time hasn't it Flash," said Prince Shade with a cocky smile.

"Not long enough," replied Flash turning to look at him, "You've got some nerve showing your face after what you pulled.."

The two stallion glared at each other for a long time.

Suddenly Shade began chuckling to himself. Flash tried to hold back a laugh, but he couldn't. Soon the two ponies were giggling like crazy, till they laughed out loud and rolled on the floor.

"Dog pile!" a voice cried.

Soarin and Cheese jumped atop of the two stallion, until they were all wrestling on the floor in a pile like they did as colts.

"Ahhh," it's good to see you guys again."

"Shade you old knucklehead," said Soarin helping his old friend up, "How did you con these ponies into believing you were a Prince."

"It's no con," said Shade, "I'm official now."

"An official troublemaker maybe," said Flash punching him on the shoulder.

"It's true," said Shade, "King Svadilfari welcomed me into the family."

"No fooling?!" said Cheese, "How did that happen?"

"It's complicated," said Shade rubbing his nervously.

"To think," said Flash, "a dirtbag like you, a member of royalty."

"You're one to talk," said Shade, "How'd the biggest thief in Tambelon become captain of the royal guard?"

"That's also a complicated story," said Flash.

"And what about you two knuckleheads," said Shade looking at Cheese and Soarin, "You guys captains too?"

"Ugh, more like royal lackeys," said Soarin rolling his eyes, "I swear, if I get chewed out by Thunderlane so many times, I'll lose my mind!"

"Well, that's all gonna change now that you're old pal Shade is here," said the black unicorn putting a hoof around both ponies shoulders.

Flash suddenly gave shade a suspicious look.

"Stick with me guys," said Shade, "Your talking to a prince! I send word to the Crystal Empire, and I'll have both captains as of Yesterday.

Flash and Soarin looked at each other with giddy smiles on their faces, "Eeeeeeeeeeeeeeeeeeeeeeeeeeee!"

"Shade.." said Flash with a stubborn look on his face.

The three stallion's looked at Flash curiously.

"..Could I speak to you alone for a moment?" Flash finished.

Shade shrugged ant trotted after Flash, leaving Cheese and Soarin behind.

When they were a safe distance away, they Flash spoke up, "What are you doing?"

"What do you mean?" asked Shade nonchalantly.

"I mean why are you making Cheese and Soarin promises you can't keep, again?" Flash stated pointing an accusing hoof.

"Flash, are you seriously talking about the last time we saw each other?" said Shade dismissively, "That's ancient history, I'm legit now!"

Flash frowned, and then slowly trotted away from Shade.

"Uh, Flash?" said Shade following after him, "What's going on?"

"Same old Shade," said Flash, "Always thinking up a plan, never thinking of the consequences."

"Where are you going?" asked Shade.

"To see Twilight," said Flash, "I wonder how she'll feel about our visiting dignitary, when she finds out he did a stint in the dungeon."

A panicked look suddenly crossed Shade's face, "Flash wait!"

Shade raced up to his old friend and halted him in his tracks.

"Your right, I was out of line back there," Shade explained, "Some habits are.. hard to break. Could you give me another chance, for old times sake?"

Flash looked at his friend for moment, and then smiled.

"Alright buddy," said Flash putting a hoof over his shoulder, "Come on, I'll show you around the castle.

Meanwhile in Twilight's room, the mane six were discussing the arrival of Prince Shade.

"My my," said Rarity, "I must say this Prince Shade is a rather dashing fellow isn't he."

"Eh, he's all right," said Rainbow Dash, "If you like that kind of pony."

"Well, he sure ain't Soarin is he Rainbow Dash?" said Applejack with a sly smile.

"What!?" said Rainbow Dash jolting upward, her cheeks flushed, "Why the heck are you bringing that pony up!?"

Everypony else in chuckled.

"He does seem like a nice pony," said Fluttershy, "What do you think Twilight?"

"Well I don't know," said Twilight, "I've only met him once before.."

"You've what!?" shouted everypony else in the room.

"Calm down everypony," said Twilight, "We just chatted a bit at the last Grand Galloping Gala.."

"Twilight!" exclaimed Pinkie Pie in a huff, "I'm ashamed at you! You're not two timing Flash are you?"

"What?!" said Twilight in disbelief, "Don't be ridiculous I've only met him one other time!"

Pinkie Pie eyed her suspiciously.

"I'm serious I barely know the pony," exclaimed Twilight, "I didn't know he was Svadilfari's nephew until today!"

"Gosh," said Fluttershy, "That's odd.. I wonder why nopony has heard of him until now?

"This is your target," said a menacing figure hidden in the shadows.

It was Charlatan the penguin kingpin of crime. He was sitting behind a large desk in one of his fancy offices. In front of him he held out a wanted poster with a picture of Prince Shade on it.

A grey haired pegasus in a Shadowbolt's jacket smiled up at Charlatan.

"Not a problem boss," the old stallion chuckled to himself, "The Shadowbolt's never fail on a mission.."

The old pony trotted out of Charlatan's office, and approached three pony's in Shadowbolt's uniforms.

"All right maggots listen up!" said the pony with a stern look, "You lot are the washouts of the Wonderbolts! If you want to make into the Shadowbolt's you're gonna have to complete this mission down to the last letter. Is that understood?"

"Yes sir Commander Wind Rider!" said one of the Shadowbolts giving a salute with her wing. From beneath her mask, a golden mane and a green smirking muzzle could be seen.

"This is your target," said Wind Rider waving out the the wanted poster of Shade, "Now go Ponies! GO GO GO!"

"And that pretty much completes the tour," said Flash. He was leading Shade across the outer walls of the castle.

"Wow buddy, you sure have come a long way since I last say you," said Shade. He gazed out over the castle walls and looked at all of Tambelon lain out before him, "I would kill to have a view like this."

"Well I'm sure you've got a great view back up North," said Flash putting a wing on his old friend's shoulder.

"Eh, not exactly," said Shade gritting his teeth, "Up there it's pretty much Ice, Ice, Ice everywhere you look."

"Well at least to visit the Crystal Empire," said Flash.

"Um, actually Grandpa Svadilfari doesn't like me to stray too far from the castle," said Shade scratching the back of his head nervously.

"Really," said Flash raising an eyebrow, "Why not.."

"Well I do have a bit of a reputation," said Shade smiling sheepishly, "Honestly, I'm surprised he let me visit you guys at all."

Flash looked at his old friend as he stared off sadly into the distance. Suddenly he began to feel sympathetic to his old pals plight.

"Everypony deserves a second chance," said Flash putting a hoof over Shade's shoulder, "I know I wouldn't be where I am today if Twilight hadn't given me one."

The the two stallions looked at each other for a moment and then began chuckling to themselves.

"Eh, I'm sure once your family sees how much you've changed, they'll be dying to give you another shot you old chucklehead," said Flash giving him a noogie.

All of a sudden, a large blaring sounded over the entire castle.

"Commander!" shouted out one of the Pegasus guards as he flew over to Flash and Shade, "The Castle is under attack!"

"Attack!? exclaimed Flash, "By who?!"

"Shadowbolt's!" shouted the guard.

All of a dark blue flash of lighting zoomed down the sky nocking the guard out of the air. Flash and Shade looked up to see three Shadowbolt's, one tall, one short, and one right in between.

"They're after me!" exclaimed Flash and Shade at the same time.

"They're after you?" the stallions exclaimed looking at each other confused.

"Shadowbolt's!" said the Pegasus in the middle, "Attack formation Alpha!"

The Shadowbolt's zoomed high up into the air, and then took a nose dive directly towards the two Stallions.

Flash quickly put a wing over Shade, and began leading the pony away.

"Why do you think they're after you?" asked Shade racing after his friend.

"Let's just say I ticked off the wrong guy!" said Flash glaring up at the Shadowbolts, "Why do you think they're after you!?"

"Er, well.. It's complicated!" replied Shade nervously.

All of a sudden several pegasus guard flew their way towards the Shadowbolt's. The Shadowbolt in the middle smiled up at them with a wicked grin.

"Short Fuse! You know what to do he said!" she said.

The smallest of the three shadowbolt's suddenly flew out of formation, and charged at the pegasus guards. One by one he nocked them out of the sky with a couple of swift kicks.

Flash glared at his old friend suspiciously, "What do you mean by complicated?"

"It's very complicated!" proclaimed Shade.

"Well then, un-complicate it!" retorted Flash.

"Rolling Thunder," shouted out the Shadowbolt in the middle, "Attack formation Delta, Sigma, Niner!"

The tallest of the Shadowbolt's grinned. She swooped and did a quick loop-de-loop, charging at both ponies and knocking them off their hooves.

The two Stallion struggle to pick themselves up from atop of the wall.

"Can we talk about this later," said Shade wincing in pain.

Flash glanced up at the three shadowbolt's soaring up into the sky. He could tell from their formation that they were about to do another nose dive.

"Shade," said Flash with a serious look on his face, "Do you remember how we dodged those guards back in Baltimare?"

Shade looked back at Flash, "Oh, I got ya.."

There was a bright flash of dark light from Shade's horn.

There he is said, said the leader of the Shadowbolt's pointing down at the Stallion in a dark purple cape. His hood was currently covering his face.

The three of them swooped down and quickly grabbed the pony up, leaving his friend behind. The pony in a guards uniform watched as the Shadowbolt's flew off into the great blue yonder.

"Flash!" a voice shouted out into the air.

Twilight, Thunderlane, Soarin, and Cheese could be seen racing down to wall to the pony in Uniform.

"We just saw what happened!" said Twilight in disbelief, "Is Prince Shade going to be okay?"

"Prince Shade is fine," said the pony taking off his helmet sadly.

Everypony gasped at the sight of Prince Shade wearing Flash Sentry's uniform.

High in the skies above Equestria a large dark blue blimp sailed across the sky. Within it a large casino was held with numerous rolling the dice and playing slots.

All of a sudden a large door opened revealing the proprietor of the establishment.

"Ladies and Gentle Creatures!" Charlatan Proclaimed, "Welcome to the Ice Storm Lounge!"

Every Creature in the Casino cheered, at the overgrown Penguin in a tuxedo.

"And now, for your humble entertainment," Charlatan explained giving a small bow, "I present to you, The Mares!"

A large curtain on a stage opened up revealing three familiar ponies, in elegant dresses.

"Good evening all you gentlecots, mobsters, creeps and crooks," Sunset Shimmer sang.

"Ponies all come after you, and still, you're off the hook," Starlight Glimmer continued.

"For those who scare and terrorize, it's time to change the course" Trixie Sang

"You thugs can simply call us, the one and only Mares of Horse!" all three sang together.

"Troubleshoes is big and strong!" Sunset Shimmer Sang

"To bad his luck is always wrong," Starlight and Trixie backed up

"Soarin's deeds are really swell!" Starlight sang

"But who will bring him out of his shell?" Trixie backed up

"Cheese's foes, they finish last!" Sunset Sang

"Too bad sometimes he's just too fast!" Trixie belted out

All three did a quick little dance and then proceeded to sing.

"Those silly colts can take you down of course" All three sang

"No one does it better than the Mares of Horse!"

"The one and only House" Trixie echoed

"Those silly colts can take you down of course"

"No one does it better, no one does it better than the Mare of Horse!

"Shining Armor has heroic traits," Subset sang, "that is when he's shooting straight!

"Hey!" said Starlight.

"I'm just saying..." sang Sunset

"Thunderlane's always courageous!" Starlight sang

"His little wings, less outrageous" sang Trixie

"Trenderhoof he has his moves" Starlight continues

"Becomes putty in our hooves!" All three sang

"Those silly colts can take you down of course"

"No one does it better than the Mares of Horse!"

"The one and only Horse" Two Gremlins shouted out from the crowd

"Those silly colts can take you down of course"

"No one does it better, no one does it better than the Mare of Horse!

"Flash Sentry swings his Mighty Sword, it never keeps the villains bored..." Sunset sang

Check out that armor slim and svelte, sure can make a mare's heart melt..." Starlight swooned

"He's always there to save the day, I'd like to see him come my way..." Belted out Trixie

"While Flash Sentry has his way of course," All three sang

"He'd do it better with the Mares of Horse!"

"The one and only Mares of Horse!" Trixie belted

"While Flash Sentry always seems to save the day,

"No one does it better, no one doesn't it better than the Mares of Horse!"

"Mares of Horse..."

"Neigh..." Sunset purred

The Audience cheered in amazement, several of the creatures whistling rudely.

All of a sudden a door bursts open revealing the Shadowbolt's.

"We got him Boss," said Lightning Dust taking her mask off.

Short Fuse, a stout orange stallion, and Rolling Tunkder, a skinny blue mare, carried in a large black burlap sack with something pony shaped inside.

"I told you Charlatan," said Wing Rider following behind his team, "The Shadowbolt's never fail on a mission!"

"Excellent," said Charlatan, sitting down at his table, "Bring him to me."

The Shadowbolt's dumped the stallion out of the bag and onto Charlatan's table. His face was currently covered by the hood of his long black cake.

Charlatan grinned for a moment at his capture, but then suddenly frowned.

"Um, Wind Rider.." said Charlatan gesturing the pony over.

"Yes Boss?" said the old pegasus trotting over with a smile.

"Refresh my memory," said Charlatan sitting back in his chair, "I asked you kidnap Prince Shade for me, did I not?

"That's right Boss," said Wing Rider puffing out his chest proudly.

"So tell me," said Charlatan turning the pony around, "Does this looks like Prince Shade to you?"

Charlatan quickly pulled the hood off the pony revealing it to be Flash Sentry. Every creature in the Casino gasped, except the Shadowbolt's who suddenly looked panicked.

"Flash Sentry!?" said Lightning Dust trying to spit out words, "But..I..You..How?!"

Wing Rider quickly jolted his head around and glared at his team.

"I should be very angry about this.." said Charlatan putting his flippers together.

"Now Boss," said Wing Rider sweating bullets, "There's no need for any.."

"..But I'm not," Finished Charlatan.

"It just so happens," said Charlatan clasping Flash around the neck, "That I have a score to settle with this Stallion. He's been causing me even more trouble than Shade."

"What's the matter Charlatan," gasped out Flash, " You don't like the smell of Compost.

A red hot fire suddenly burned in Charlatan's eyes.

"Boy's" said Chalatan snapping his flipper, put a muzzle on this pony."

To tiny penguins in matching tuxedos, grabbed Flash and put a muzzle over his mouth.

"We're gonna have a little fun with this Stallion," said Charlatan smiling wickedly.

Every creature in the casino laughed and jeered as the penguins took Flash away. Up on the stage Sunset, Starlight, and, Trixie gave each other concerned looks.

"Change of plans girls," said Sunset with a serious look on her face.

Meanwhile the Mane Six, the Stallions, and Spike were gathered on Trenderhoof's airship, as it sailed across the skies of Tamelons, Shade explained everything and how Flash had planned out the old switch-a-roo.

"And that's what happened everypony," said Shade.

"I should have seen that coming," said Soarin

"Looks like King Sombra wants Shade for something," said Cheese Sandwich

"Oh contraire, my friends," Said Trenderhoof at the wheel, "The Shadowbolts don't just work for Sombra.. They also worked for Charlatan, and given the direction that we're headed in, I'd say they're on the way to his fancy flying casino."

"Flying Casino!?" exclaimed the rest of the ponies and Spike.

"Eyuup." Said Troubleshoes "That's the main way the makes money, but heck if I know what he wants with Prince Shade?"

Soarin and Cheese glared at their former fellow street rat, who was begining to sweat.

"Prince Shade, an explanation.." Soarin said under gritted teeth.

Shade let out a large sigh, "Okay... Back before I was living in the Crystal Empire, I may have done a few things I'm not proud of.. And one time I may have gone to Charlatan's casion, and tried to rob one of his goons.."

"You tried to steal from Charlatan?" Said Twilight in shocked.

"Like I said," Chuckled Prince Shade nervously, "Not proud of it."

"Why would a Prince of the Crystal Empire need to steal," asked to Rartity

Bullets of sweat started to drip down Shade's brow.

"Who knows why Royals do the crazy things they do," said Soarin slapping Shade on the back a little too hard, "That's not important right now."

"He's right," stated Twilight, "What matter's now is figuring out how we're going to save Flash."

"And So we shell," Said Trenderhoof, "And I know just how we are going to save him."

As everypont else gathered around, Soaring whispered into Shade's ear, "That's the last time I'm covering for you.."

Back on the blimp Flash was holed up in a cell, his muzzle chained to the wall.

"How do i get myself in to these messes?" Flash said as he struggled to pull his chain from the wall.

"Psst." a sudden voice whispered.

Flash suddenly froze, losing his balance and falling to the floor. As he looked up he saw none other then Sunset Starlight, and Trixie dressed in black jumpsuits.

"We are getting you out of here," said Sunset

"You three, again!" Flash whispers back in amazement. "How and when did you get here?"

"That's not important right now," said Starlight, "Just stand back from the bars and we'll get you out."

The three unicorn mares then zapped the lock open and Flash was free.

"Thanks," said Flash.

Trixie opened up an air-vent, and the three Unicorns led him through it.

Meanwhile Trenderhoof's airship had almost reached to Charlatan's air casino.

"Okay guys," Said Trenderhoof confidently, "Here's the plan.. If we want to save our freind, we're going to have to do it Heist Style..."

"Heist Style?" asked Cheese.

"Trust me," Trenderhoof replied "I've been to this place more times then I can count. So phase one..."

We now see a fastforward with Trenderhoof narrating.

"Rarity and I will scope out the casino incognito.."

Every creature in the casino turned as Rarity and Trenderhoof entered the premise. Both were wearing eleganrt getups that Rarity had designed herself.

"Once we've located Flash, we'll inform the rest of you.."

The two ponies scoured the casino floor, until they suddenly noticed a large billboard. It read, "The Ice Storm Lounge is proud to present: Flash Sentry's Last Stand! Now on the Lito Deck".

"The target has been sighted" said Rarity into an earpiece.

Trenderhoof then spoke in his ear piece. "Prepare for phase two."

Trenderhoof narration continued.

"Next Double P and the Big Cheese will created a distraction, in their own signature style."

Back at the center of the casino all sorts of creatures playing slots and rolling the dice. Suddenly, the party pony duo appeared, popping out nowhere and leaping atot one of the roulette tables.

"Hey Every Creature!" shouted Pinkie Pie at the top of her lungs, "Listen to this!"

Cheese and Pinkie pulled a large amount of instruments from behind their backs, and began playing a loud and obnoxious Polka. All the creatures in the Casino began shouting and covering their ears.

Back in the air vents, the Mares of Horse would leading Flash sentry.

"Are sure you know your way off of this ship," asked Flash with a raised eyebrow.

"Trust me," said Trixie with a confident smile.

She opened another vent, popping out of the floor. She then helped pull her sisters and Flash out, into what appeared to be a large dark and seemingly endless chamber.

"You see," said Trixie, "Charlatan hardly ever uses this part of the ship.

"Leaving so soon?" the crime boss voice echoed said Sarcastically.

A large spotlight suddenly shined down on the four ponies.

"The Fun is just getting started."

The entire room suddenly lit up revealing the ponies were at the center of a large stadium. Up in the stands, numerous creatures hooted and hollered, many which they recognized. Charlatan sat confidently in large box, along with the Shadow Bolt's

Starlight, Sunset, and Flash all glared at Trixie.

"Like I said," shrugged Trixie nervously, "He hardly ever uses it.."

"Griffains, Ponies, and assorted beasts!" proclaimed Charlatan into a large microphone, "It's time for my favorite game in the casino, Racing the Ponies!"

Every Creature in the stand cheered, waving their tickets up into the air.

Sunset and Starlight took a closer look at their surroundings. To there horror they realized they were standing in the middle of a giant track, one that circled the entire stadium, with fences around it.

"Oh no," said Sunset with fear in her eyes.

"What?" said Flash still confused, "What's going on?"

"It's Pony Racing," said Sunset in horror.

"Pony What!?" asked Flash still confused.

"Pony Racing," explained Starlight, "It's a cruel sport that other creatures play where they force ponies to race each other money, while they make bets on who will win and who will lose!"

"Bu- Wha- Duh- That's Horrible!" expalined Flash Sentry, "What kind of Sick, Twisted, Monsterous creature would invent a sport where ponies are forced to race each other for money!?"

"Our Dad.." said Sunset, Starlight and Trixie all at the same time.

Charlatan suddenly raised his flipper, "Release the Chupacabra!"

Suddenly the floor behind the tree ponies began to open up, a large monstrous creature rising up from the darkness. It was a part canine, part Dinosaur, and part vampire. It was coved in dark blue fur yet also had dark purple scales. It's large yellow eyes glared at the four ponies as drool dripped down from it's razor sharp fangs.

"Oh, a Chupacabra huh?" said Trixie nervously, "Well, at least we've got nothing to worry about. I mean, these things only eat goats right?"

"Yes.." said Starlight started to back away, "But some times they prefer ponies.."

The large creature roard at all four of them with an ear shattering cry.

"Oh," said Trixie, "Well then...RUN!"

Flash and the girls began running down the track, trying to escape the creature.

Trenderhoof narration began again.

"Now knowing that over stuff pigeon...He's probably got some elaborate scheme to feed Flash to a giant creature...And he's going to want to have and audience watch as he does this!"

Twilight, Shade, Soarin, and Rainbow Dash enter the stadium dressed in trench coats and hats. All try desperately to blend into the crowd unnoticed.

"And It's Flash Sentry in the lead!" an announcer shouted, "Followed by Sunset Shimmer, who is neck-in-neck with Starlight Glimmer, followed by Trixie with the Chupacabra pulling in close behind!"

Twilight gritted her teeth, as she gazed down at the horrifying scene going down far below her.

"It is a good show, Eh!" said a familiar griffin pirate elbowing her confiedently, "It nice to see that Annoying Flash Sentry finally get what's coming to him!"

Back down on the track, a look of realization dawned on Flash Sentry.

"Wait a minute.. I have wings! Why am I running for?"

Flash Sentry stretched his wings and began to take off. Suddenly a bright flash of blue lighting zapped him, crippling his wings and forcing him back to the ground.

Twilight Sparkle looked over to Charlatan's box. The massive penguin was holding up his cane, sparks still flying from the top of it.

"And this is where it get's complicated...Charlatans cane is toped with a special gem that he got as a gift from the Storm King...This particular gem negates a pegasus' ability to fly, as well as taking unicorn's magic...Making any attempt at rescuing flash impossible...

...Which brings us to phase three."

Back at Charlatan's box to burly minotaurs were standing guard.

"Excuse me kind sir?" a small voice popped up.

The two large minotaurs looked down to see Spike in a large lollipop.

"Could I please meet Mister Charlatan?" Spike chimed, "I'm ever so much a big fan of his!"

"Beat it kid," one of the minotaurs said bluntly, "this is a private box.

All of a sudden the walkie talkie on the minotaurs built began to sound off.

"Attention all units! Attention all units!"

Back on the Casino Deck..

Pinkie Pie and Cheese Sandwich were dancing atop the roulette table, still playing their instruments at full blast. Guest all around them were screaming and running about in a panic, as they desperately tried to cover their ears.

A nervous penguin in a security guard uniform could be seen cowing behind a blackjack table.

"We need all units on the Main Deck!" the penguin shouted into his walkie talkie, "All Unit!"

The two minotaurs raced off immediately, leaving their post unguarded. Spike gave off a sly smirk, and quickly tossed away his lollypop.

Up in his box, Charlatan was watching the Pony Race with a large smile,

Suddenly Spike leapt up into the air and landed on his can, mouth first, swallowing the gem whole.

"Which brings us to phase four..." Trenderhoof narrated, "The secet weapon!"

High up in the rafters above the stadium, Fluttershty looked down at the scene below her with a scowl. Suddenly shed zoomed down to track below, landing right in front of the Chupacabra and gave it stare!

The Chupacabra suddenly halted in its tracks.

"¡Tú! ¿Quién te crees que eres, dando vueltas y persiguiendo ponis inocentes?" Fluttershy began telling him off (In Spanish), "Deberías estar avergonzado de ti mismo. Tengo en mente encontrar a tu madre y decirle lo que has estado haciendo, jovencito. Ahora deja ir a estos ponis y a mi amigo Flash, y nunca dejes que te atrape. haciendo esto otra vez. ¿Me entiendes?"

Translations.

"You! Just who do you think you are, going around and chasing innocent ponies?" Fluttershy began telling him off. "You should be ashamed of yourself. I have a mind to find your mother and tell her what you've been up to, young man. You may have huge teeth, and sharp scales, and eat goats, and spit acid. But you do not—I repeat—you do not! Hurt! My! Friends! Do you understand me?"

The Chupacabra looked at Fluttershy puzzled.

"Pero, ese pingüino gordo me obligó a hacerlo.. (But, that fat penguin made me do it..)" the Chupacabra said pointing to Charlaran

"Y lo siento mucho por eso. (And I am very sorry about that.)" Fluttershy responded

"What the!?" Charlatan said in shock. He glared over at Spike standing next to him who was just finishing eating his canel.

"Hehe," chuckled Spike nervously, "Want a bite?"

Just as Charlatan was about to grab the little Dragon, Thunderlane appeared. The stallion held out his mighty shield, and the image of the lion upon it roared, blowing Charlatan back.

Upon seeing this, Wind rider turned to his Shadowbolts, "Don't just sit there.. Get Them!"

Flash and the three unicorns stopped running, only to spot Lightning Dust, Rolling Thunder, and Short Fuse headed right four them.

"Phase five.." Trenderhoof narrates, "Twilight and Shade teleported onto the field.. With the help of Sorain and Rainbow Dash they with our target out in a Flash! Please excuse the pun.."

Up in the stands, Twilight and Shade's horns began to glow. With twin flashes of light they were suddenly on the field alongside Flash.

"What the heck?" said Lightning Dust.

Suddenly Rainbow Dash zoomed up from behind her and drop kicked her in the wings.

"Twilight!" shouted Flash as he ran to her and gave her a hug, "You and the guys are here!"

"Yeah, I guess we are..." Twilight said with a blush.

As Shade looked over at the two ponies he couldn't help but feel a little envious.

"What are we chop oats!?" asked Soarin as he tangled with Short Fuse and Rolling Thunder.

Flash then turned Shade. "I knew I could count on you guys to get out of a jam. Thanks."

"Um, yeah sure.. No problem," said Shade nervously.

Twilight then turn and saw the three familiar unicorn, "Starlight? Sunset? Trixie!? What are you three doing here?"

"For your information," said Trixie proudly "We're on a secret mission for Tempest Shadow,"

Sunset and Starlight face hooved themselves hedaring Trixie's loud mouth.

"Witch is no longer a secret" said Starlight.

"Well at least I didn't tell them about Tempest running the secret Organization called..." Trixie was stopped mid-sentence as Sunset covered her mouth.

"Ix-nay on the Ourse-Hay!" Susnset whisperedin annoyance.

All of a sudden more penguin guards entered the arena. The six ponies began fighting them off one by one.

"Why would be on a mission at Charlatn's Casion?" asked Twilight as she blasted a guard away.

"To save Prince Shade!" stated Sunset fighting off a guard.

"How did you know he would be here?" asked Flash swinging his sword.

"Because Charlatan has a bounty on him of over Five Million Bits!" said Trixie.

"What!?" exclaimed both Twilight and Flash at the same time.

The two ponies suddenly glared at Shade who was fighting off a minotaur.

"Okay.." said Shade tugging at his collar, "..So, I haven't been entirely honest with you.."

Flash Sentry threw a guard over his head, "So start Talking!"

Shade saw the guard heading in his direction and bucked him away.

"Okay, you know that thing I told you I stole from one of Charlatan's Goons!" Shade explained.

"Yes?" said Twilight levitating a few guards.

"Well it wasn't a goon, as it was Charlatan!" said Shade, "And it wasn't so much a thing, as it was the Saphire Stone that he got from Ahuizotl!"

"What!?" exclaimed both Twilight and Flash.

Both ponies jumped out of the way as several penguin guards tried to pile on top of them.

"I don't understand why a Prince would need to steal something that valuable?" said twilight as she blasted several more guards away.

Flash glared at Shade, "Either you tell her or I will!"

Shade grimaced, "Okay! I wasn't always a Prince! I started out a street rat before Grandpa Svadilfari's took me in! That's how I met these three knuckleheads!"

"Wait a minute!" said Twilight looking over at Flash, "You've met Shade before?"

"Yeah," said Shade, "Until these three ditched me!"

"Whoa, whoa, whoa!" said Flash freezing in mid swing, "We did not ditch you! You almost all arrested!"

"You were arrested!" asked Twilight, her eyes wide as dinner plates.

"No!" said Flash finishing off his swing, "He was arrested!"

"Only cause you abandoned be halfway through the plan!" said Shade blasting away another guard.

"You didn't tell us we were robbing Prince Blue Blood!" shout Flash as he knocked a minotaur unconcious.

"You tried to rob Prince Blue Blood!" said Twilight, her mouth gaping open in disbelief.

"He was a spoiled rotten brat with a solid gold carriage!" said Shade, "He wouldn't have missed those hubcaps!"

"Your missing the point!" said Flash, his Blade of Shining Light starting to glow, "There's a difference between stealing to survive and Grand Theft Auto!"

"You left me to rot in the Dungeon!" shouted Shade.

"You put yourself in the Dungeon!" shouted Flash.

"I can't believe you hid this from me!" said Twilight.

"That's all he knows how to do!" said Flash.

"Not him.. YOU!" said Twilight pointing an accusing hoof at Flash.

"Me?" said Flash in disbelief, "What did I do?!"

"Well for starters," said Twilight blasting away a guard, "You never told me that you knew Shade! Or that he was a thief! Or that you once tried to rob Prince Blue Blood!"

"I didn't try to rob him!" said Flash, "What part of that is so hard to understand!?"

Back up in the stands Charlatan was trying to fight off Thunderlane, when suddenly he heard screams from the crowd. The large penguin turned to see the Chupacabra climbing it's way over to his box, numerous creatures trying to flee from it's path.

As the Chupacabra finally reached Charlatan's box, Fluttershy popped up over it's head.

"Señor Lupe would like to express his feeling over you locking him up in a cage, and forcing him to eat ponies!" said Fluttershy with a huff.

The Chupacabra snarled at slashed his claws at Charlatan, throwing him up into the air and causing him to land on the track below. As Charlatan picked himself up he suddenly noticed Twilight, Flash, and Shade arguing with each other.

"I was trying to protect Shade!" shouted Flash.

"More like you were trying to protect yourself!" responded Twilight.

Charlatan signaled the three Wonderbolts, who were still fighting Rainbow and Soarin. Lighting Dust saw him pointing at Shade, and a wicked smiled crossed her face.

"He's right," said Shade getting in between Twilight and Flash, "Flash was trying to protect me. I'm the one who told him not to tell anypony. He wanted to tell you right from the start!"

Twilight looked from Shade to Flash in disbelief, her temper suddenly cooling. Shade suddenly blushed, unaware that his Blade was glowing brighter than ever.

"I've done a lot of shameful things in my past.." continued Shade, "And I was so ashamed of everypony finding out who I really was, that risked one of the oldest Friendship's I've ever know."

The three ponies smiled at each other. All unaware that the Shadowbolt's were zooming in on them.

"Twilight!" said Rainbow Dash taking note of this, "Look out!"

Flash looked up and saw Lightning Dust almost on them.

"Get down!" he said pushing himself in front of his two friends

All of a sudden of brilliant beam of golden light flew out of his Blade and blasted the Shadow Bolt's right out of the blimp and far far away.

Flash, Twilight, and Shade looked on in disbelief.

"I think I'm starting to get the hang of this thing," he said looking at his sword.

"Um, excuse me," said Sunset tapping Twilight on the shoulder, "I hate to interrupt this tender moment, but LOOK!"

The ponies all looked up to see an angry mob of creatures chasing Pinkie Pie, Cheese, Trenderhoof, and Rarity down the stands.

"We probably shouldn't have played that last number," said Pinkie Pie.

"Please tell me you ponies have a way to get out of here?" said Starlight.

All of sudden there was a large crash in the ceiling above.

"And finally.." narrated Trenderhoof, "..Phase Six...Our means of escape!"

Everypony looked up to see Trenderhoof's blimp with Troubleshoes at the wheel.

"Come on everypony!" shouted Applejack over the side of the deck, "It's time to hightail it out of here!"

"Great," said Soarin, "Now how do we all get up to that thing.

The Chupacabra suddenly leapt down in front of the ponies with Spike, Thunderlane, and Fluttershy riding atop of him.

"I promised he could come with us!" said Fluttershy.

Rainbow Dash, Soarin, Shade, and Twilight quickly hopped atop the beast.

"Come on girls!" said Flash, "We've got to get.."

He turned only to see that Starlight, Sunset, and Trixie were gone.

"This is no time for staring into blank space!" said Chesse picking up his buddy as he ran, "We've go to get out of here!"

The remaining ponies climbed up onto the Chupacabra as it leapt up to Trenderhooves' ship. An entire angry mob of assorted creatures shouted up at the ponies as they sailed from Charlatan's Blimp!

Back up in the air, things had calmed down quite a bit..

Fluttershy and Thunderlane were tending to the Chupacabra, while Rainbow Dash snoozed alongside Spike. Trenderhoof and Troubleshoes were arguing over directions while Flash and Shade simply looked out into to the distance.

"Well," said Shade, "I certainly dragged you guys into a world of trouble.."

"Eh, what else is new.." said Flash.

"I still don't know why you guys didn't tell me the truth about Shade?" said Twilight joining them, "Flash is judged him for it.

Shade looked ashamed, "I am truly sorry princess, I should never have deceived you.."

"Yeah I'm sorry to Twi," said Flash Sentry scratching his mane, "I was just to look out for an old friend, you know.."

Twilight chuckled, "Yeah, I can understand that.."

"So.." said Shade looking up at Flash, "Do you think I'll ever fully be able to earn your trust back?"

Flash smiled and put a shoulder on his old friend, "You already have buddy."

Dog pile shouted Cheese Sandwich as he Soaring landed ontop of the two ponies.

The four stallions laughed along with Twilight as they sailed away into the sky.

Back at Charlatan's Blimp, numerous penguins were trying to repair the damages caused by the ponies..

Up in the stands, Charlatan was assessing the destruction, when a hooded figure appeared out of the shadows.

"I must say, you put on an excellent show today.." said the figure in a deep menacing voice.

"A little to excellent," muttered Charlatan, "Things were never supposed to get this crazy.."

"I assure you I will be more than happy to pay for the damages.." said the figure.

"That's fine," said Charlatan with a sly smile, "So long as you promise to keep me in on your hostile takeover.."

The hooded figure turned to reveal to glowing green eyes beneath his cloak with blood red pupils. Purple mists seemed to span out from them.

"Give my regards to your son.." said Charlatan

A Baby Born part 1

Dark purple bolts of Lightning were flashing over Midnight Castle. Within the throne room, King Sombra levitated the four Keys of Tartarus around him.

"These keys alone may not be enough to free the Titans.." Sombra mumbled, "but they are enough to Free something else.."

The four keys glowed purple as they began to form a circle. As they rotated around, a strange portal began to appear in-between them. As the portal grew wider, lighting began to shoot out of causing it to grow unstable. Just as it was about to collapse, a pony like figure fell out and hit stone floor below him.

"Oomph!" said the stripped figure in a purple suit and top hat. He looked up at the menacing figure of Sombra before him.

"Hello Zeb.." King Sombra said with a wicked smile.

"King Sombra!" the cunning Zebra said dusting himself off and tipping his hat, "A pleasure to finally meet you after all this time.."

"Stop kissing up to me.." Sombra growled, "I assume you know the reason of freed you from Tartarus.."

"But of course!" said Zeb picking himself up, "I assume you need my personal expertise on the Keys of Tartarus?"

"Hardy.." said Sombra rolling his eyes, "But you are the only creature who knows how to use them properly.."

"So I take it you need a demonstration?" Zeb said adjusting his tie.

Sombra smiled wickedly, "Precisely.."

All of a sudden the doors to the throne room swung open revealing Catrina. Behind her stood Ahuizotl, Ma Hydia, Queen Chrysalis, and Lightning Dust. She led the villains into to throne room who gathered around a nervous Zeb.

"Allow me to introduce my inner Circle.." Sombra gestured Zeb towards the villains, "The one's who lead my numerous forces across Equestria.. I thought that you could educate them with you're so called knowledge of the keys.."

Zeb tugged at his collar nervously, "Well, I could show them a little something.."

The Zebra picked up the key of Envy witch he had been using for years as a cane.

"For generations, my family has been watching over this Key of Envy.. Making certain that it never fell into the hands of evil!"

"A fine job they did," Ahuizotl whispered causing the other villains to snicker.

Zeb scowled at the villains snickering, "I on the other hand spent my time learning to master it's mysterious powers.."

"What Power? The power to bore creatures to tears with boring conversations?" Ma Hydia cakled.

All the villains chuckled to themselves.

"No.." said Zeb a wicked grin crossing his face, "The power to grant Wishes.."

"In that case I wish a daffodil and daisy sandwich," cried out Lightning Dust.

The villains burst out laughing at the pegasus' joke. None seemed to notice that Zeb's key was beginning to glow purple.

With a wave of Zeb's cane a giant sandwich suddenly appeared above Lightning Dust. The laughter suddenly screeched to a halt, as the humongous sandwich fell to the ground crushing Lightning Dust beneath it.

"One last thing.. The wishes always come with a price!" Zeb smiled with a toothy grin.

"Interesting.." Sombra said with a smile, "What other powers to the keys possess..?"

"Well.." said Zeb picking up another key, "The Key of Lust has the Power to make others fall in love with you.."

Chrysalis rolled her eyes, "We already know that you fool.."

Before she could finish Zeb hit Chrysalis with the green light of the key of Lust. Suddenly her eyes grew wide with large pink hearts.

"I Love You!" Chrysalis cried out flying to Zeb and holding him tightly, "I Love You! I Love You! I Love You! I LOVE YOU!"

Zeb dropped the key causing Chrysalis to snap back to her senses.

"Of course it doesn't create real love.." Zeb continued, "But it does create strong feeling of infatuation.."

Chrysalis backed away, her face turning bright red from embarrassment.

"What does this here Key do?" said Ma Hydia picking up another key.

There was a sudden bright flash of yellow. When it disappeared, everyone saw that Ma Hydia had turned into to gold.

"That would be the Key of Greed.." said Zeb taking the key from Ma Hydia's frozen claws, "And it has the power to turn anything to solid gold.. As well as any creature.."

Zeb waved the key and Ma Hydia turned back to normal.

"It can also turn ponies to stone.. But that's a lot less valuable.."

"I have had plenty of experience with that myself," said Ahuizotl, "Trying to snatch that key from that annoying Temple.."

"And what about this one..?" said Sombra floating the final key to Zeb.

Zeb smiled wickedly as he looked at the other generals.

From outside of Midnight Castle, a bright flash of red filled the window of the Throne room. From within castle loud screams could be heard as long as a hideous roar.

When the light subsided, everyone in the throne room except for Sombra and Catrina could be seen cowering at the sight of Zeb holding the glowing red key.

"For obvious reasons this key should only be used for the direst of emergencies.." Zeb smiled.

"Brilliant!" Sombra said triumphantly, "I knew I made the right decision freeing you from Tartarus..!"

Sombra put a hoof on Zeb and spoke to his remaining minions, "My followers..! I have a very important mission for all of you..!"

Back at Tambelon Castle, Princess Twilight Sparkle could be seen writing on a piece of parchment, as looked down on Tambelon from her tower.

"Dear Shining Armor," Twilight wrote, "A lot has changed in Tambelon since you left.."

She glanced down at the Royal guard gathering below.

"Flash Sentry already shown that he is more than capable of leading the Tambelon guard.."

"Okay Stallions," said Flash nervously to the Guard Ponies, "Here's what we have on tap for today!"

Flash glanced over to Thunderlane who was standing next to him.

"ThunderLane? What do we have on tap for today?" Flash whishpered.

ThunderLane rolled his eyes, "Perhaps we should start with some basic drill?"

"Right," said Flash, "Let's start with some basic drills!"

Twilight smiled from above, "Luckily he has Thunderlane to help show him the ropes."

"Soarin and Rainbow Dash have been getting along a lot better now.."

Twilight looked down to see Soarin and Cheese participating in the drills down by the castle wall.

"Hup.. Two.. Hup.. Two.." Soarin chanted as he and Cheese trotted forward.

All of a sudden two large splashes of water poured down on them from above, soaking them both.

As the Stallions picked themselves up, they suddenly heard laughter from above. The two of them looked up, to see Rainbow Dash and Pinkie Pie laughing high above them with freshly emptied buckets of water.

"Gotcha!" Rainbow Dash stated with a sly smile.

"Why YOU!" Soarin gritted his teeth in anger, as he suddenly zoomed upwards toward the two pranksters.

"Uh oh," said Rainbow Dash as she zoomed away right before Soarin could catch her.

"DyaHahahaHa!" giggle Pinkie Pie as she fell back laughing at the sight of the two pegasi.

"And Pinkie Pie has been teaching Cheese about pranks.."

"Speaking of getting along," continued Twilight, "Rarity and Trenderhoof have been going steady!"

Down at a fancy restaurant somewhere in Tambelon, Trenderhoof can be seen handing Rarity a bouquet of flowers, causing her eyes to grow wide with glee.

"Luckily Spike doesn't suspect anything.."

"Applejack and Trouble Shoes have been getting close too.."

Down at the castle farm, Trouble Shoes can be seen helping Applejack and Big Mac pick apple. The two ponies glance at each other for a moment, and then look away blushing.

"Although they might not be willing to admit it.."

"Surprisingly Fluttershy has been spending an awful lot of time with Discord of all ponies.."

"Thank you for joining me for tea Discord," Fluttershy said softly.

Down in the castle gardens, Fluttershy and Discord sat atop of a floating picnic blanket with many of her animal friends.

"It was my pleasure Fluttershy!" said Discord with a smile, "Would you care for sugar or cream?"

A dancing bowl of sugar and a cow suddenly appeared beside Fluttershy. She and Discord laughed at the ridiculousness of it all.

Off in the distance, ThunderLane watched with a scowl on his face.

"Thunderlane hasn't been to pleased with this.."

"As for the Cutie Mark Crusaders.."

"Okay girls" said Scootaloo with a smile on her face, "Here we go!"

She had her Scooter parked atop of the castle staircase, high up in the tallest tower. Applebloom and Sweetie Belle sat tightly on the back on the scooter, glancing nervously down at long seemingly endless flight of stair below them.

"Are you sure about this Scootaloo?" aske Sweetie Belle, "I've never even heard of a pony getting a cutie mark in extreme stunts before?"

"Me neither!" said Scootaloo, "But Spike said it was awesome!"

"Scootaloo Snap Shutter Allgood!" a voice cried out.

The girls looked down to see Spic n Span exactly flight below them pointing an accusing hoof in the girls direction.

"Don't you dare ride that Scooter down the Castle Staircase!"

"To late!" said Scootaloo, "Geronimo!"

"AHHHHHHHHHHHHHHhhhhhhhhhhhhhhh!" cried out Applebloom and Sweetie Belle as the Scooter zoomed down the staircase.

"EEEEEEEEEAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" screamed Spik n Span as the the Scooter headed right for him.

A large crash could be throughout the entire castle, startling Twilight as she wrote.

"Some things never change.." said Twilight with a smile as she rolled her eyes.

"As for me.." Twilight continued, "I've just been enjoying all the peace and quiet that's been going on in Tambelon lately.. Sombra hasn't made a move in quite a while, and it's given me plenty of time to do some research... Hope you are doing well.. You're LSBFF Twilight Sparkle.."

Twilight wrapped the parchment in a bow and tossed it over to Spike.

"Spike, you know what to do!" Twilight said.

Spike smiled and let out a breath of green fire, light the parchment ablaze.

"I wonder why Shining Armor hasn't responded lately," said Spike wiping his mouth.

"Oh it's fine," said Twilight going back to her writing, "I sure he already has plenty to do in the Crystal Empire."

"BUUURP!"

A sudden piece of parchment appeared from Spikes mouth and landed on the floor in front of him, much to his surprise.

"What's this?" asked Twilight walking over and picking up the parchment.

As she opened it and began to read, her eyes slowly began to grow wider and wider.

"EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE!" Twilight Sparkle could be heard all the way across Tambelon, even at the restaurant that Rarity and Trender Hoof were eating!

"Yes, yes, yes! Yes, yes, yes, yes, yes, yes, yes, yes, yes!" Twilight Sparkle cried out passing by Apple Bloom, Sweetie Belle, and Scootaloo, all piled atop of Spik n Span and the crashed scooter.

"Yes, yes, yes! Yes, yes, yes, yes, yes, Yeeeees!" Twilight continued as she raced past Discord and Fluttershy's picnic, glanced by Thunderlane still spying on them, zoomed past Applejack and Trouble Shoes picking apples, whooshed past Soaring putting Rainbow Dash in a headlock, and tackled Flash Sentry down to the ground.

"Twilight?!" Flash exclaimed startled by the smiling Alicorn standing atop of him.

"What in tarnation is goin' on over here?" asked Applejack followed by Troubleshoes.

"Is everything all right?" said Fluttershy followed by Thunderlane.

"Is it time for the season premier already?" Discord asked appearing out of nowhere.

Twilight smile grew wider and wider until finally she burst out screaming.

"MY BROTHER'S HAVING A BABY!"

Later the mane six stallions, Spike CMC, and Discord were raiding a train to the crystal empire once again.

"By the way Discord," Thunderlane said to the sprite of chaos. "Where were you doing the whole wedding?"

"Oh I was..." Discord eyes were darting back and fourth. "Just meeting an old acquaintance. But anyway should we discuss this weeks episode?"

"Can't believe that prince Shining Armor and princess Cadance are having a baby!?" Applebloom stated

"I can't believe how quickly the plot of this story is going!" said Pinkie Pie

"What?" asked Scootaloo

"Aw that's just Pinkie Pie, being Pinkie Pie." said Sweetie Belle "Anyway I bet Twilight, is the most excited out of all of us."

"I would know." Said Spike "She hasn't said a word sends she got the new." He pointed to Twilight setting at her set paralyzed with excitement.

"Twilight you okay?" Flash said while waving his hoof in front of her face.

"Let me try something." Said Rainbow Dash she then licked her hoof and put it inside her hear.

"My brother is having a BABY!" Twilight shouted

"EEEWWW! Rainbow you know how much I hate that!" Twilight shouted.

"Well how else are we supposed to snap you out of it?" Said Rainbow Dash.

"Still." Said Twilight "But lucky for you I don't care right now, Because I'm took thrilled to care! Because..."

"Your brother is having a baby!" Everyone on the train groaned at once.

"Sorry." Twilight said embarrassed. "It's just I never had a chance to be an aunt before."

"We know you're excited Twilight." Said Applejack "We all are."

"Hey Twi." Flash said "And if you need help to foal-sit you can ask me. I've been looking after Scoots Frist, and Tapes all the time."

"Umm.. You never foal-sat us once." Said Scootaloo looking confused only for flash to give her a big nudged. "I mean oh yeah his great with foals!"

Twilight rolls her eyes with a smile. "Thank you flash I'm sure the baby will be happy about it."

The soon the group saw the crystal empire appearing in the distance.

"Huh guys." said Soarin confused. "What's with all the guard ponies?"

Up in the skies above the crystal empire numerus pegasi in full uniform flew over the city, a large magical force fielded also surrounded the covered the city. Preventing any pony for coming in.

"Well this is the first Alicorn baby to be born in over a thousand years, of course their going to be cautious." Said Twilight

"Not to mention the attack at the royal wedding." Thunderlane pointed out.

"Holed on a second!" Said Cheese "What do you mean first Alicorn in a thousand years? What you brother, Cadance, and all those other alicorns born in the last thousand years?"

Twilight rolled her eyes again. "We weren't born Alicorns we earned our Alicorn powers magically, There hasn't been a pure blood alicorn since princess Luna was born."

Twilight then thought back to the day she became one.

Flashback to when Twilight was a filly.

"Twilight." Said Celesta to her young student. "Do you know what these items are?"

She the pointed at an old mask, a warned solve, a blindfold, a shield, a beautiful flower, and an ancient book.

"Well I know this book belonged to Star Swirl the bearded said the young filly.

Celestia smiled "These six items once belong to the pillars of Equestria, Long ago they casted a spell on themselves in order to ad Equestria in future. It took my father centuries finally able to gather them all together."

"Why are they here in Templon?" Ask Twilight confused

"Your father thought it was a good idea to put them all on display so everypony see." Said Spick N Span while dusting off the shield.

"Never mind that." Said Celestia "I thought you might be interested in looking at this Twilight."

She flipped thought the pages thought of Star Swirl the Bearded's book. Till finally she came to the spell she was looking for.

"From one to another," Twilight read, "another to one. A mark of one's density singled out alone, fulfilled.."

Twilight looked from the book confused, "That doesn't make sense! It doesn't even rhyme!"

"This was Star Swirl the Bearded's last unfished work," said Celestia, "A spell he was never able to fully solved. Many ponies have tried to figure it out, but none have succeeded. Perhaps you'll figure it out one day Twilight."

As Celestia left to go and talk to Spick N Span, Twilight looked at the spell curiously,. all of a sudden she got an idea she pulled out a quill and started writing something on the page. Suddenly there was a bright flash of magic that felled the entire room Spick N span and Celestia were blinded by the light. When eyes clared they were amazed to see Star Swirl and the rest of the pillars standing amongst their old items.

"Celestia?" Said Star Swirl "Were are we and who is this young alicorn?"

Twilight Sparkle picked herself up and looked at he back. To her amazement she saw to small purple wings spurting out of her. "I'm an alicorn Yes! Yes! YES! YES!"

"Yes! Yes! YES! YES!" Twilight was shouted thought out the whole train.

"Twilight! Twilight!" Said Flash tackling the alicorn "Get a grip!"

"Oh Sorry again." Twilight blushed of empresses.

"Are you alright sugar cub?" Applejack asked

"Yes." Twilight said still blushing

Meanwhile Back at midnight castle

Cujo and the Diamond dogs were walking down the hall to Sombra's throne room.

"Listen boneheads." Said Cujo "If abended me again, I'll rip you to shared!"

"We had to boss." Said Rover "It's was the only way we can get Sombra to break you out of prison."

"I don't want to hear excuse." Cujo said "Just don't let it happen again."

Cujo slammed to door open to King Sombra's throne room. "Guess who's back!"

Everyone in the throne room glared at Cujo return.

"What this the castle of the living dead?" Said Cujo

"Humm...Boss." Said Spot "King Sombra is not very happy with you right now you may not want to push it."

"What King S is happy to see me." Said Cujo

"Silence you imbeclie!" King Sombra shouted "I'd would have let to rot in Templon prion if these three didn't beg me to!"

The evil king then sat back back on his thorn and stated. "Now we can get to business."

Catrina's orb then began to glow and show an image of a small alicorn baby.

"Do any of you happened to know this is?" Sombra asked

"Umm a baby pony?" Said Zeb

"Not just any pony a baby alicorn!" Said King Sombra "A pure bread."

"Oh I can go for a sandwich." Said Cujo

Only for Sombra to levitate him to his face. "You idiot, Do you have any idea how incredibly powerful a pure blood Alicorn is!? Even my was Father was no match for me and my two sisters combined! We could have overthrown him if they hadn't gone soft!"

"Got it.." chocked Cujo "You break it you buy it..."

He throw Cujo back to the ground with his other subordinates.

"But master," Said Chrysalis confused, "You already have the Alicorn Amulet in your possession? Why do you even need another Alicorn!?"

King Sombra looked at the amulet sadly, "This amulet may make give me the power of an Alicorn once again, but it pales in comparison to the powers of a pure blooded alicorn."

A wicked smile crossed Sombra's face, "This presents a rare opportunity for us.. With my powers and the foals together, we could easily overtake my father.. After all two alicorns are better then one.."

Cujo then got back up with a wicked smile. "So me and my boys to get the baby huh? No problem boss."

"Wait just a minute!" Said Chrysalis "Me and my force are better equip to handle this mission, beside we invited the empire before and we'll do it again."

"After that stunt you pulled betraying Sombra?" Said Ma Hydia "Me and my boys will get the bouncing baby brat!"

"Never send a Gundel to do a ponies job." Said Lightning dust "The Shadowbolts will get the kid easily."

"My feline friends and me have been at this longer and any of you combine." Ahuizotl said "We'll get the child."

"Personally I'm more then happy to set this one out." Said Zeb "You all go a head."

The minions started to argue with each other much to the annoyance of King Sombra

"Enough!" He roared "You will all be going!"

"YES!" Said Cujo. "Come on boys."

"With out you're underlings!" Shouted Sombra

"What!?" They all shouted.

"So fare every single one of you has failed me more times then I can count." Sombra said "I'm starting to wonder why I keep you around, So you all will work together in order to capture the baby understand?"

"But why do we have to work together?" Cujo asked

Catrina then slapped herself on the four head. "Look why do you think guardians of harmony and the rest of those ponies keep beating you?"

"Because their annoying!" Said Cujo

"Because their incredibly lucky!" Said Chrysalis

"NO!" Shouted Sombra "Because they work together! You dogs couldn't beat a few fillies and a baby dragon because you too busy fighting with Ahuizotl! Ahuizotl you nearly let those fillies fool you! And Chrysalis betrayed Catrina for her own gain! Then Ma Hydia and the Shadowbolts lost them competing with each other at Manehatten! You will learn to join force under my leadership or so help me I'll see to it that you'll never get you fallowers back!"

"Well good luck to you all!" Said Zeb "I'll just be studying these keys over here."

"You're going as well Zeb." Said Sombra

"But I haven't failed you!" Said the zebra witch

"Constar this a chance to prove yourself then." Said Sombra "Now GO!"

Catrina wave her paw and all six villains were engulfed in green flames and disappeared.

"Umm boss." Said Rover "What are we suppose to do?" He gestures to himself and the other minions of minions.

"I don't know entertain yourself." Said the evil king

"Anyone for Ogres and Oubliettes?" Said Cocoon

"I'll make the popcorn!" Said one of the Grundles.

Meanwhile back at the Crystal Empire Castle

"Well it finally happened," Said Big Star "Frist Shining Armor get married, then became and alicorn, and now his a father."

"Hard to believe he finally achieved something." Shooting Star said

"It the end of pony kind as we know it." Said Big Star.

"DohoHohoHohoHo!" They both laughed

"Ah!" Nightlight shouted "I'm a grandpa!"

"Well now you know how we feel." Said Shooting Star "Old!"

"DohoHohoHohoHo!" They both laughed again.

"Very funny dad," Said King Nightlight rolling his eyes. "Now where's Twilight?"

"I'm right here dad!" Shouted Twilight Sparkle fallowed by the others. "We got here as soon as we possibly could."

"So is a filly or is it a colt?" Asked Applejack

"It filly." said Twilight Velvet.

"Well come on!" Said Flash "Let see the little foal!"

"Umm yeah." Said King Nightlight. "The thing about that is..."

A large expulsion sounded from another end of the castle.

"Oh no not again." Said Nightlight

Everypony in the room rushed up stairs to the royal bedroom.

"Now sweetie!" Said the voice Cadence "Please come down from the ceiling and put your father down with you."

The ponies came in to see a warned out Cadence remand a mess with dark circles around her eyes. She was calling out to a small pink alicorn with an adorable purple mane and tail who was levitating a terrified Shining Armor.

"You heard mommy sweetie!" Said Shining "Please put daddy down."

With a smile from the baby the levitation spell suddenly disappeared and Shining Armor fell face first to the ground with a crash.

"Honey." Said Cadance "Why didn't you used your wings."

"Sorry Cadance." Said Shining Armor "I'm still trying to get used to them.

"Hey guys!" Shouted Pinkie Pie "How's it going!?"

There was a bright flash of lightning and suddenly it started raining inside the bedroom.

"Young Filly undo that spell right now." Said Shining

Everypony watched at the two parents chance their baby around the room.

"Chaotic little tick isn't she?" Said Discord

"We are never having kids." Whispers TrenderHoof to Rarity.

"Oh Trender it can't be that bad." She whispers back.

A blot of lightning was suddenly flew at there deration the two ponies barley got out of the way before it hit.

"Agreed no children." Said Rarity

Twilight then looked at her father concerned. "How long as this been going on?"

"Oh pretty much since the day the baby was born." Said King Nightlight

"And nopony been able to keep her under control?"

Then there was a sudden burst of light and appeared Hrimfaxi with a flash of his horn he gapped hold of the baby and began racking her back and fourth until she fell asleep.

"Pure bread Alicorns are much more powerful then regular alicorns." Said Hrimfaxi "With a proper parent they can be controlled...(He glared at Shining Armor) A Proper parent."

"AW come I must started!" Said Shining

Everypony glance at each other nervously.

"Umm Applejack." Said Flash Sentry "Why don't you and Rarity take to girls on a tour of the empire." He said pointing to Crusaders.

"Aw But I want to se what happened next." Said Sweetie Belle

Rarity lenited Sweetie Belle with her magic and dragged her out of the room fallowed by Apple and the rest of the crusaders.

"Buddy I think we should check on the blimp." Said Troubleshoes

"But we didn't bring the blimp." Said Trender

"Come on!" Troubleshoes growled pulling him away.

"I'm we heard the Wonderbolts are in town so Soarin and I are going to check them out!" The two pegasi flew out from the room.

"Pinkie and I will join you!" Cheese said while pulling her out.

"I can't think of an excuse," Said Discord as he pulled Fluttershy and Thunderlane close to him. "So I'll just take Fluttershy and Thunderlane and we'll just leave you with your family drama." He poofed away leaving Spike Twilight and Flash alone with Cadance and Shining Armor.

"Shining Armor when was the last time you two slept?" Said Twilight

"Days weeks, months, Who knows!" Said Shining Armor "Who knows when you have an controllable baby alicorn running you're entire life."

"Well at least I'll give you points for dedication." Said Hrimfaxi "If not quality."

"The only quality about is that he has no quality." Said Big Star

"You can call that Quality!" Said Shooting Star

"DohoHohoHohoHo!" They laugh again but this time Hrimfaxi join in the laugh.

"Okay everypony out!" Shouted Twilight to the remanding relatives.

The grand dads walked out along with the king and queen and spike mobbing behind them.

"Not you Spike," Said Twilight

Spike raced back in excitement.

"Maybe I should get going too." Said Flash

"No flash you stay too," Said Twilight

"Now Shining," Twilight said while taking the baby away from Hrimfaxi, "Why don't the three of us watch the baby while you two get some rest."

"What!?" Said Flash in disbelief.

"You did say have experience in foal sitting," Said Spike with a sly smile.

"Oh and you do?" Flash replied

"Are you sure Twiley?" Shining asked "You have no idea how hard it is to take care of a baby alicorn."

"Just center it a chance to prove myself as a great aunt," Said Twilight

"Yeah," Said flash as he took a hold of the baby, "We'll take care of...What's her name again?"

Cadence rolled her eyes, "It's Flurry Heart Amore Cadenza."

Back on the streets of the Crystal Empire, several shadowy figures slunk in the darkness of the Crystal Market Place.

"You'd think with all Catrina's powers, she could teleport us right into the castle," Cujo growled from a fruit stand.

"You mean the castle full of Royal Guards watching over every single room?" Ahuizotl stated sarcastically.

"Oh.. Right.." Cujo said trying to hide his face.

"If'n my boys were here we'd 've already stormed that thar castle!" Ma Hydia proclaimed, "And the baby too!"

Chrysalis rolled her eyes, "If my changelings couldn't take over the Crystal Empire, what makes you think a shriveled up old Troll like you could?"

"I'm a Grundle!" Ma Hydia shouted, "Trolls is another species entirely!"

"Now Ladies.. Ladies.. Please.." Zeb stated, putting himself between Ma Hydia and Chrysalis, "We must hadn't this situation delicately.. After all Sombra wants us to bring him the baby unharmed.. And we wouldn't want to let Sombra down would we?"

"Uh why are you here again?" said Lighting Dust rolling her eyes.

"Because Sombra insisted," Zeb sneered.

The villains continued to argue each with each other, much to Zeb's annoyance. As he turned his attention to the street's of the Market Place, he suddenly noticed some ponies he remembered all too well.

"Get down," Zeb spat out pushing the rest of the villains out of sight.

He glanced behind the stall to see Apple Jack and Rarity leading the Cutie Mark Crusaders walking past them down the streets.

"Aww, I wanted to see the baby some more," Sweetie sighed as they walked on, " She was so adorable."

"They'll be plenty of time for that later Sugar Cube," Applejack said, "Right now Twilight need some alone time with the little feller."

"And we get to explore the Crystal Empire!" Applebloom stated in excitement.

"Girls," Rarity stated, "You just saw it a few months ago?"

"Barely," said Scootaloo, "We were to busy being invaded to see any of the sights!"

"Well there won't be any problem with that this time," said Applejack leading the girls past the hidden Villains.

"It's those brats that got me thrown in the Slammer.." Cujo growled under his breath as he watched the ponies walk off into the distance, "I'm gonna..!"

Ahuizotl wrapped his tail around Cujo's jaw, muzzling him, "Silence you fool.. You're going to blow our cover.."

"I don' git it.." Ma Hydia snarled, "Why don' we just grab them thar ponies and hold em' for ransom.."

"Do you really think that the Prince and Princess are willing to trade there baby for anypony?" Zeb stated matter of factley.

Ma Hydia grumble under her breath at Zeb's response.

"Trust me my friend," said Zeb putting a hoof around the muzzled Cujo's shoulder, "I have a score to settle with those three fillies myself.. But right now we're on a mission for King Sombra.. And we need to things cautiously and carefully.."

"Excuse me," said Lightning Dust hovering over Zev, "Who put you in charge?"

"Me?" said Zeb innocently, "Why I'm just along for the ride here, I'm sure you fine ladies and gents already have a perfectly good plan in mind.."

"As a matter of fact I do," said Ahuizotl releasing Cujo.

Ahuizotl walked into the light looking on the city in front of them, "Tell me my friends.. Do you know what keeps the Crystal Empire protected from the ice and snow of the frozen North?"

The monkey cat pointed up with tail hand at the topmost point of the Crystal Castle. Floating above it's tallest spire was a large crystal in the shape of a large heart.

"The Crystal heart," said Ahuizotl smiling wickedly, "With it's magic powers the Crystal Empire remains forever protected.. And the the love of the Crystal Ponies spreads across of Equestria.."

"Gag me with a spoon," said Lightning Dust looking disgusted.

"What's your point Fluffy?" Cujo stated annonyed.

Ahuizotl glared at the diamond dog, "The only chance we have of getting close to that child is creating a distraction large enough to pull all the guards away from the castle.."

"Ah, I see," said Zeb nodding with a smile, "So if the Crystal Heart were to suddenly be misplaced.. It would give one of us an opportunity to sneak into the castle unnoticed?"

"Precisely," Ahuizotl said with a smile.

"An' how exac'ly are we supposed to get close to that thar thing?" Ma Hydia proclaimed annoyed.

"Leave that to me," the villains all turned to Lightning Dust, who's attitude had suddenly changed, "This is the kind of mission I was made for."

Back in the nursery Twilight Sparkle was preparing a bottle for Flurry Heart.

"How are things going over there boys," she called out to Spike and Flash over by the crib.

"Um.. Everything's great!" Flash responded nervously.

Both the stallion and Spike were tossing through Flurry Hearts blankets and toys in a desperate search.

"How could you lose her...?" Flash whispered under his breath.

"How could I lose her..!?" Spike whispered back, "You were the one Twilight asked to watch her for a minute..!"

"I only turned my back for a second and then she was gone..!" Flash shot back.

"Well she couldn't have just.." Spike's jaw dropped mid sentence, staring at something outside of the window.

He turned Flash Sentry's said around, showing him young Flurry Heart crawling across the balcony of a nearby tower.

Seeing Twilight was distracted, Flash quickly rushed out the window and flew over to the nearby tower.

"Um Spike," said Twilight approaching the crib, "Where did Flash go?"

Spike tried his hardest to block Twilight's view of the empty crib, Beads of dripping down the young dragon's brow as he struggled to smile.

"Um.. Well.. Flash.. The thing is.."

There was a sudden Flash of pink, and Flash Sentry teleported into the middle of the room holding onto Flurry Heart desperately.

"Flash!" said Twilight in utter horror, "What did you do!?"

"It wasn't me!" exclaimed Flash desperately trying to hold onto Flurry Heart, "It was her!"

There was another bright flash of pink, and suddenly Flash and Flurry Heart were on a pair of train tracks in the middle of the desert. Flash looked up in horror as a large train plowed down the tracks directly towards them.

Flurry Heart teleported again, and Flash found himself in the throne room of Seaquestria. King Hippocampus and Sky Star stared at the Pegasus holding his breath in confusion.

They teleported again, and Flash found himself flying across the skies of the Crystal Empire being pulled by Flurry Heart's pure willpower.

"TWILIGHT!" HELP ME!" the pegasus cried out in terror.

Neither of the ponies realized that they were being watched though a large telescope by an all to familiar friend.

"Hohohohoho! This is better than television!" proclaimed Discord looking through the other end of telecsope.

"How are they doing Discord," said Rainbow Dash with a smile.

She and Soarin were sunning themselves on the lawn of the Crystal Park while ThunderLane, Fluttershy, Pinkie Pie, and Cheese enjoyed a picnic.

"Oh they have absolutely no idea what they're doing," said Discord with a smile, "It's absolutely priceless!"

"Now Discord," said Fluttery waving a hoof, "It's not nice to laugh at the misfortunes of others."

"Except for in this case!" said Soarin watching Flash struggle through a pair of binoculars.

"Would you like another slice of Cake?" said Pinkie Pie handing cake to Cheese with a French accent.

"But of course! Would you like another croque du fromage?" asked Cheese handing Pinkie a submarine sized Cheese Sandwich.

"Don't mind if I do," said Pinkie swallowing the sandwich in one bite.

Rainbow Dash smiled to herself as she laid back in the grass of the Crystal Park. All of a sudden she noticed something funny through her sunglasses.

"Um guys," said Rainbow Dash picking herself, "Is it just me or is it starting to snow?"

"Rainbow Dash, don't be ridiculous," said Soarin brushing her off, "Why would it be starting to.."

All of sudden a large clump of snow piled on top of Soarin, burying him alive, much to Rainbows amuzement.

"That's strange," said Soaring as the park was slowly covered in a white blanket of snow, "It's not supposed to snow in the crystal Empire."

"Oh relax," said Discord skating upon the now frozen pond, "Just go with the flow. Like those two."

He pointed to Pinkie Pie and Cheese. Pinkie Pie was making snow angels, while Cheese Sandwich was quickly building a snow pony.

"AhhhhhhhhhhhhHHHHHHHHHH!" a sudden voice shouted as a Crystal Pony crashed through the park, past the ponies. He was soon followed by numerous other Crystal Ponies all panicking, and all running about in every direction.

"Geeze!" said Rainbow Dash covering her ears, "You'd think they'd never seen a snow flurry before?!"

"Hold on just a moment!" said ThunderLane grabbing ahold of one the Crystal Ponies, "What is everypony panicking about?!"

"Th-th-thh-Th-th-th-thh-the Crystal HEAAAAART! It's M-M-M-M-M-M-MISSINGGGGGG!" the Crystal Pony exclaimed.

"The what?" asked Soaring popping his head out of the snow.

"The ancient relic that has protected our city for a thousand years!" said old Librarian pony passing them by. "Somepony has taken it! And without the Crystal Heart.. The Crystal Empire will fall into chaos!"

"CHAOS! CHAOS! Chaooooss..!" said the Crystal Pony breaking down in ThunderLane's arms.

Everypony suddenly turned to Discord giving him a look.

"Oh sure.. Blame the Draconquus!" Discord said with a huff.

Back at the Crystal Castle, an entire mob of Crystal ponies at gathered calling up to Shining Armor and Cadence above.

"Settle down Everypony.." said Shining Armor looking rather nervous, "We have the entire situation under control.."

"I don't know if they believe you.." said Cadence to her husband with a fake smile.

"I don't know if I believe me.." said Shining Armor to his wife with a fake smile.

"Shining Armor!" shouted Spike as she and Spike rushed into the room, "What in Equestria is going on?!"

"It's nothing to panic about," said Shining Armor trying to keep his composure, "but the Crystal Hearts witch forms a shield of protection around our entire city has suddenly gone missing.."

"And without it," said Cadence also trying to keep composed, "Not only will the Crystal Empire be vulnerable to invaders, but the entire city will freeze under the chill of the Frozen North.."

"That's not reason to Panic!?" exclaimed Twilight in disbelief.

"Sounds like a big reason to panic me.." said Spike.

"OF COURSE IT'S A REASON TO PANIC!" a voice shouted.

Everypony turned to see Hrimfaxi storming into the room followed by King Nightlight and Queen Velvet.

"For one thousand years our family has been protecting the Crystal Empire.. Never once has the a Crystal Heart gone missing.. Until this Pony took the Throne!"

He point an accusing hoof at Shining Armor, looking ahsamed.

"Daddy.. Please!" Cadence spoke up, "It's not Shining Armor's fault!"

"Not his Fault!?" Hrimfaxi exclaimed angrily, "I told my father a thousand times we shouldn't have made that alliance with Equestria.. And look what Happened!"

He glared at King Nightlight, who tried to hide behind Twilight Velvet, much to her annonyace.

"The Crystal Empire was perfectly fine before Equestria got involved.. And now were facing our utter destruction! Because of you!"

Hrimfaxi glared at Shining Armor one last time and then stormed out of the room.

"He's right," said Shining Armor heartbroken, "I have to do something to fix this!"

"Don't worry Shining Armor," said Twilight proudly, "My fiends and I will.."

"No!" shouted Shining Armor and Cadence both at once.

Twilight and Spike stared at the two of them confused.

"All of the guard ponies in the Crystal Empire, have been sent out to search for the Crystal Heart!" Shining Armor explained.

"We need you two and Flash to keep watch over Flurry Heart until this emergency has come to pass," Cadance contined.

"Um, where is Flurry Heart anyway?" asked Twilight Velvet curiously.

"Flurry Heart!?" stated Twilight smiling nervously, "Oh right, Flurry Heart! The thing about Flurry Heart is.."

There was a large crash outside of the throne room. Twilight Sparkle opened the door to see Flash Sentry collapsed into a pile of armor, with Flurry Heart clapping happily on top of him.

"She's.. right here!" opening the door wide open to show everyone the baby.

They looked at her and Spike in confusion for a moment, then Shining Armor stated, "Cadence and I need go lead the search for the Crystal Heart. You three stay here and keep Flurry Heart safe!"

He and Cadence raced out of the room, followed by the King and Queen.

As they watched them leave Spike finally stopped smiling and whispered to Twilight, "How are we supposed to keep her safe..? We can barely keep her in one place..!"

"Don't worry Spike," said Twilight forcing a smile, "The best Aunt ever is on this.."

There was a bright pink flash and suddenly a large snow drift piled atop of Flurry Heart and Flash. Twilight and Spike watched in exasperation, as Flurry Heart popped his head out of the snow, happy as ever.

Outside of the base of the castle, the six villains watched as the guard ponies flew about the city, in search of the Crystal Heart.

"Is this where we go fer' the ransom?" asked Ma Hydia holding out the Crystal Heart.

"We're not doing a ransom!" exclaimed Ahuizotl snatching the Heart from Ma Grundle.

"Well whatever we're doing, we'd better do it quick!" said Cujo his teeth chattering, "I'm freezing my tail off here!"

"The plan is simple," explained Ahuizotl, "The majority of our group will create a diversion using the Crystal Heart as bait.."

"So we ain't keepin' it?" asked Ma Hydia confused.

"Of course we're not keeping it!" shouted Ahuizotl furiously, "It's useless outside of the Crystal Empire Anyway!"

"Then why did I go to all the trouble of stealing it!?" Asked Lightning Dust leaning up against the Castle, "Do you have any idea how hard it is to sneak past about a dozen guard ponies?!"

Ahuizotl rolled his eyes, "As I was saying.. ..We will use the Crystal Heart as bait, creating a distraction for those meddlesome ponies!"

"Distraction?" asked Cujo still shivering, "What kind of distraction?"

"Don't worry about that my canine friend," smiled Zeb putting a hoof around Cujo, "I already have something in mind that will make both of us happy."

"But of course," said Ahuizotl, "One of us will have to use this opportunity to sneak into the castle and grab ahold of the baby.."

All the villains looked at each other, none of them trusting the other.

"Excuse me," stated Queen Chrysalis.

They all looked in the Queen's direction.

"I believe only I have the skills necessary for this kind of infiltration.."

"You honestly think we any o' us are gonna trust a dirty stink'n traitor like you!" Ma Hydia shouted.

"Fine," said Chrysalis rolling her eyes, "One of you can come along watch over me.."

All the Villains turned to Lightning Dust, still lazily leaning against the tower.

"Fine, I'll do it," the pegasi groaned.

Meanwhile Applejack and Rarity were trying to led the crusaders thought the chaos on the streets.

"What going on Applejack?" Said Applebloom

"Heck if I know sugar cub, but everypony seems mighty upset." Said Applejack

"Jeezs, You think they'd have never seen snow before?" Said Scootaloo

As they trotted thought the crows Sweetie Belle suddenly notices something.

"Um guys isn't that Cujo?" asked the small filly. The three fillies turn to see their less favorite diamond dog taunting them and sticking his tough out.

"What in tarnation are he doing here?" Asked Applebloom

All of a sudden Zeb popped up from behind Cujo and held out the crystal heart with a sly smile.

"He's got the crystal" The three fillies shouted. The two villains lough as the ran down a alleyway out of sight.

"Let's get them!" Shouted Scootaloo

As the three fillies then race after them.

"Applebloom! Scootaloo Sweetie Belle were are you going!" Said Rarity watching the fillies ducked down the ally.

"Come on Rarity we got to go catch them!" Shouted Applejack

The two mares desperate to catch them.

Meanwhile back at the park the rest of the ponies and Discord were racing to get to the castle.

"As soon as we meet up with Twilight and the others, we can start our search for that crystal heart." Said Thunderlane

"Well we better find it soon because it's about cold in this town!" Said Rainbow Dash

"Oh it's not so bad." Said discord now wearing winter gear. "Just think of all the snow days the fillies will get?"

"It'll be like hearth's warming eve all year long!" Shine in Pinkie Pie

Everypony else glared at the two of them.

"What?" Asked Discord shrugging.

"Come on guys!" Said Soarin "Let's just get to Flash and Twi!"

All a sudden the ponies and Discord found themselves trapped by a large force field.

"Excellent Ma Hydia." Said Ahuizotl drumming his figures in anticipation.

"Grundle magic had it's benefits." Ma Hydia with a sinister smile.

"Oh not you two again!" Said Thunderlane

"It ant's Princess Celestia!" Said Cheese

"Discord teleport use out of here!" Said Fluttershy

"Um...slight problem." Discord with a sheepish grin. "This is Titan magic and I don't have any ability over Titan magic."

"Darn right!" Shouted Ma Hydia "Old'Grogar thought the Grrundles well."

Meanwhile back at the castle Flash Twilight, and Spike were seeing what was going on out side.

"Huh sure is messy down there." Said Spike

"I feel like we should do something." Said Flash

"No!" Said Twilight snuggling Flurry Heart. "We've got to stay here with Flurry Heart so I can prove myself as the Best Aunt Ever."

"And to protect Flurry Heart." Spike said sarcastically.

"Um...Twilight." Flash then spoke up. "I think Flurry safety is improved right now and your now good to her when both frozen soiled along with the rest of the crystal empire!"

"Well we can't leave her alone!" Yelled Twilight to Flash.

"Don't worry princess." A voice said.

The ponies and Spike turn to see Spic N Span entering the room.

"Princess Cadance send me to over the new princess." Spic said "I'll take it from here and you'll go find the crystal heart."

"Spic N Span this is so unlike you." Said Twilight rising an eyebrow. "Usually you tell me to stay away from danger."

"Oh I've notice how much you've grown." Spic replied. "Trust me you needed more out there then you are in here."

Twilight looked at Flurry hesitantly then she slowing began to hoof her over to Spic N Span. Suddenly Flash stood between the two ponies.

"One quick question." Said Flash with a suspicious look. "What about Spike? Can he watch flurry Heart?"

"Oh none since." Spic N span said nervously. "The little darling should go with you two."

All three then suddenly gave the butler a glare.

"Yeah there is no way your Spic N span would say that." Said Spike.

"Hi Chrysalis." Flash said as he drew his sword.

The Butler disguise the disappeared as Chrysalis appeared in his place.

"Ah How did you ponies see through that? It was a prefect disguise!"

"It's because your a terrible actor!" Said Lightning Dust as she entered the room. "Now hoof over the baby and no one get's hurt."

To Be Continued

Author's Note

I hop you enjoy that and I'm looking forward to writing more with my pal Clegoguy.