A Time of Twilight

Chapters

Chptr 1
Chptr 2
Chptr 3
Chptr 4
Chptr 5
Chptr 6
Chptr 7
Chptr 8

Chptr 1

Prologue

The blue stallion was sweating as he gazed out at all the ponies running around, trying
everything they could to prevent the impending disaster. A red strand of his mane fell
across his vision but he ignored it as his attention focused on a lavender unicorn mare
with a flowing deep purple mane, frantically trying to cancel out the barrier keeping him
trapped in the experimental chamber. He knew it should of easily been dispersed, but
whatever had gone wrong had obviously effected it, locking it in place.

He could see in his peripherals the magic stones as they increased in brightness every
second, soon to reach a peak they wouldn't be able to handle. Knowing his time was
short he lowered his head and placed the tip of his horn on the barrier where the mare's
was glowing on the other side, she caught sight of the movement and looked up into his
eyes."It'll be ok" he whispered to her, then watched her eyes grow wide as he felt searing
heat all around him.

Chapter One

The room was dark and quiet, except for a pulsing glow that would briefly illuminate the pillars
and emptiness around it. The light came from a royal blue box with hinges and bracings of gold,
gems decorated it around its sides and it sat on a pedestal in the middle of the room. The glow
seemed to emanate from inside it and every time it pulsed the light would change color. Inside
were the Elements of Harmony, waiting for when they would be needed again to protect all of
Equestria.

Suddenly a dark blue glow could be seen in the deep shadows of a pillar, it was in the outline
of a horn. Out of the pillars shade stepped a completely black unicorn, he took only a moment
to give the room a quick once over, then focused his attention on the box. As he drew near to it
he lowered his head and touched his, once again glowing, horn to it. Soon a faint click was heard,
but he didn't seem to notice.

His horn lost it's shine and his ears swiveled back as he thought he heard a noise on the other side
of the door. It seemed to be the sound of hoof steps, he stayed frozen to the spot till he sprang into
action as the room and door were suddenly illuminated in lavender, he ran and hid behind a pillar as
the doors began to open. He watched from his concealment as a lavender unicorn mare entered and
headed straight for the box, behind her the doors closed and the lavender glow faded. The mare's horn
flared as she cast a light spell.
_____________________________________________________________________________

Twilight was so excited she had to keep a tight reign on her emotions or she knew she'd break
into a frolic the rest of the way down the corridor. She wasn't sure what had changed the
princess's mind about letting her study the elements of harmony like she had asked so many
times before. but whatever caused the change, Twilight definitely wasn't going to question it.
When she had received the letter, she had been so excited that she immediately grabbed a
few essentials threw on her saddlebags and caught the next train to Canterlot.

Not bothering with going to the Princess first, after all the letter hadn't mentioned wanting Twi to
come see her, she headed straight for her goal. She passed through the palace quickly, only
paying slight attention to a pony if her eyes caught the glint of armor, then she'd look over on
the slight chance of it being her brother, but they were all just guards on their patrols. She was
secretly relieved to not see him, not wanting any diversions from her goal at the moment.

Finally she was there, two pegasi guards stood at attention on either side of the door and gave her a
quick look before returning to their duty. Having been with the guard for long enough to know the
Princess's apprentice and element of magic on sight, they did not impede her as she opened the
door and slipped into the corridor beyond, shutting the door behind her.

As she made her way to the door at the far end she couldn't help but gaze up at the stained glass
windows depicting important events in Equestria's history. Near the end she stopped to look up
in wonder at a new one depicting her brother Shining Armor and new sister Cadence, their necks
intertwined, horn tips touching and the magic of there love sending the changeling queen and her
children flying. 'They must have extended this place since I was here last in order to fit in this new
window', she thought to herself as she dragged her eyes away and back onto her goal.

The minor distraction now at the back of her mind, she turned back to the door and went that last
few feet, till she was looking up at the lock. Halving to get up on her hind legs to reach it, Twilight's
horn lit up with the spell she'd seen the Princess perform last time and she inserted it into the
hole in the door. Lavender light filled in all the cracks, then lit up the top two circles followed by the
two below, till finally the bottom two lit up and the door opened spilling lavender light into the
corridor. 'I don't think that will ever not amaze me', Twilight thought to herself as she watched the
flashy display.

Shaking herself out of her awe, the lavender unicorn entered the room and the light
inside dimmed down to a moderate brightness, but she didn't notice, nor did she notice the doors
close behind her. Out of reflex more than actual thought she cast a light as the room grew
dark again, she didn't have time to think of anything else, all her attention was on the blue box on
the pedestal.

"Your not supposed to be here." Twilight jumped, her concentration broken at the sound of the gruff
voice to her right.

"What?" was all she was able to get out as she watched in surprise as a completely black unicorn
stepped out from behind a pillar.

"You've just made everything so much harder", he muttered, more to himself than her.
"Wait! who are you? you can't be here!" Twilight said accusingly as she got over her shock and took
on a defensive stance, her horn starting to glow.

He just smirked at her, then faster than she thought possible, he was running at her. She tried to
react but before she even moved he was past her and his back left leg shot up and she felt a tap
behind her ear, then the world went black.
___________________________________________________________________________________

The stallion looked down at the heap of lavender that was Twilight, then shook his head and went over
to the blue box, telekineticaly the lid was opened and he was looking at five necklaces and a tiara.
One by one he levitated them into his saddlebags, which had gone unnoticed by Twilight as their black
color matched perfectly with the rest of him, sealing the bags shut he turned back to the unconscious
mare.

With a sigh of exasperation he went over and levitated her onto his back, draping her there
between the saddlebags and his shoulder, then turning, his horn started to glow again and he ran into the
shadow of the pillar.
____________________________________________________________________________________

"How can you say that!"Rainbow Dash shouted at Applejack, Dash's agitation was apparent as instead
of standing on the floor of the library where the rest of her friends had gathered, she was hovering about
three pony lengths above the floor and looking down at them as she constantly moved unable to stay
still.

"I'm not sayin nuthen, I was just repeating what I heard." AJ said defensively.

"Well we all know that it's complete bs." stated Dash as she looked down at her friends faces to be sure
they all agreed with her.

"Now Dash you know none of us wants to believe it but the facts do point to it and we just don't know
enough yet to completely discount it." Rarity said trying to reason with the agitated pegasus.

"Speak for yourself, I agree with Dash there's no way it's true, but", AJ said before the pegasus could
respond,"we can't just run off half cocked, we need to wait for the Princess like the letter said. She
promised she'd come to fill us in before the day was over. we just don't know enough to begin a search
yet." AJ finished'

"Don't know enough! we know she's missing and we know she probably needs help what more could
we possibly need to know?!" Dash was once again shouting.

"Well for starters where to begin the search, let's look at what we know and have heard. We know that
Twilight left for Canterlot without telling any of us, we know from the Princess's letter that she was last
seen by the guards entering the part of the palace where the elements are kept and that no pony else
was seen near them since we last returned them to the Princess.Finally we know that no pony saw her
or anypony else come back out of there and that the elements and Twilight are gone. It's no secret that
Twilight has gotten quite good at teleportation magic and ponies that don't know her can't be blamed for
jumping to the conclusion that all points to."

"With this reasoning it can be safely assumed she is no longer in Canterlot as the guards and citizens
are turning that place upside down looking for her. Equestria is a big place we need more clues that
may be the Princess has to narrow down a search." Rarity explained and sighed as she saw from Dash's
face she hadn't gotten through to her.

"I don't care about clues or that nonsense, Twilight's in trouble now! do you really all think we should just
sit here doing nothing and waiting for the Princess, while our friend could be out there somewhere hurt and
in need of help!?" Dash growled as she glared down at each of her friends one by one.

Fluttershy seemed to shrink down even more into her self from her huddled position, she'd been in this whole
time as Dash's gaze fell on her.

Pinkie just sat with a blank expression on her face not even noticing what was going on, her friends were
afraid her mane would deflate any moment.

Rarity looked away when Dash's eyes came to her.

"Be reasonable Dash, we don't even know where to begin looking anyways. Just be patient, I know this will
all turn out ok and we'll laugh about it later." AJ tried to placate her friend as the angry gaze fell on her.

"Some friends you turned out to be! well I'm going since it seems I'm the only one who actually cares!"
with that last shout and before the others could respond, Rainbow Dash took off out Twilight's bedroom
window.

"Does anypony besides me feel like this isn't going to end well?' Fluttershy squeaked.

The others were all silent too lost in their own thoughts and worries to answer.
______________________________________________________________________________________

Also I'd like to thank thewaffler for his proof reading and advice on this first chapter.

Chptr 2

Twilight woke up and lifted her head, blinking groggily, she waited for her vision to clear up,
then took in her surroundings. She appeared to be in a pretty big cavern, with only one opening
farther forward and to her left. Two torches were set up on either side of it. The walls and floor
were smooth suggesting the cavern was not natural, but made by ponies or some other sentient
being.

She attempted to get up, but encountered resistance. A quick inspection of herself revealed
that her front hooves had been tied together, as well as her back hooves. Her hooves had then
been tied to her thighs, so she was stuck laying there, with her legs tucked up under her.
Trying to test the strength of her bonds, Twilight began the telekinesis spell, but abandoned
it immediately as a piercing pain lanced through her head. Looking up partly cross eyed to look
at her horn, she noticed some kind of metal wound all the way up her horn, tracing the grooves
in it.

Getting more and more annoyed by the minute, she refused to get discouraged, bending her
head down she started biting the ropes. It was tough stuff, but after a while of working at it
she thought it was starting to fray a bit.

"Please stop? if necessary I will gag you, but will avoid anymore discomfort to you, if you
cooperate."

Twilight looked up at the sound of the gruff voice, coming from the direction of the entrance,
her eyes fell onto the sight of the black unicorn from before, "where am I? why have you
taken me?" Twilight shouted at him.

He ignored her and began to turn around to leave again, apparently only having to wanted
to give his warning and then get back to whatever else he had been doing before. Twilight
gave a slight gasp as her eyes caught sight of his flank as he turned. It was blank, with no
cutie mark to be seen anywhere. She'd never heard of any pony reaching maturity before
getting their cutie mark. This caused a great bit of interest and curiosity to well up in her,
but she suppressed it, knowing there were more important issues at hand her.

"Wait! why did you take me? what do you want from me?"

He paused, then turned back to her, the slightest bit of anger showed in his eyes and could
be heard in his voice, "Want with you!? I don't want anything from you, your a mistake and
have caused unnecessary complications to me. No one was supposed to be there, no great
catastrophe was threatening Equestria, so the place should have been deserted. But no you
showed up for who knows what reason and got in the way."

"Then why did you take me? why not leave me there?" Twilight asked cautiously.

"I can't have anybody describing or even knowing I exist till after my tasks complete,
unfortunately that means your stuck with me till I'm finished. Behave and I promise nothing
will happen to you and you can go free when I'm done."

"If you keep me, you'll be found, the Princess won't rest till she finds me! you grabbed the
wrong pony if you wanted to go unnoticed, do you even know who I am?" Twilight said,
getting more confident each word she spoke.

"Twilight Sparkle, current librarian in Ponyville, protege to Princess Celestia and the current
element of magic. Your friends are Applejack, a orange earth pony mare, who currently runs
Apple Acres with her older brother Big Mac and is the current element of honesty.

Rarity, a white unicorn mare who runs her own boutique and is the element of generosity.

Flutershy, a yellow pegasus mare, works with animals and gets by with a few bits she makes
helping ponies with their animal problems, the majority of her income though comes from what
her parents send her, she is the current element of kindness.

Rainbow Dash, a cyan pegasus mare, works as the chief weather controller in Ponyville, she
is the current element of loyalty.

Pinkie Pie, a pink earth pony, works part time at Sugar Cube Corner and is the current element
of laughter.

Together you have all defeated the likes of Nightmare Moon, Discord and Chrysalis, am I missing
anything?" He finished in a bored tone.

Through his narration, Twilight's jaw had dropped more and more, she then got her surprise under
control as he asked his question,"Ok so you do know, so what? most of Equestria probably knows
all that too, but that doesn't change the fact that the Princess and my friends will be searching all
of Equestria for me."

"Let them search, they have nothing to go by, no clues. Trust me I know what I'm doing, now I
suggest you get some sleep, we'll be leaving soon and I won't have you slowing me down" He
said, as if as an afterthought, as he turned around again and headed for the exit.

"Wait! where are we going?" Twilight called after him, but he was ignoring her again. Grumbling
under her breath, Twilight watched him disappear from her view and briefly thought about trying
to chew the ropes again, but decided against it not wanting to find out what he meant by gag.
______________________________________________________________________________

Rainbow Dash was cruising along at cloud level, approaching quickly what she hoped would be
the final town on her search. After she had left her friends, she had let a bit of her anger cool down
and realized that some of what they said was right, she did need to have some sort of plan on
where to start her search, but for that she needed help. Usually with something like this the first
pony she'd turn to would be Twilight and her magic, but obviously she couldn't do that now.

Thinking hard as she sped towards her cloud house, she went through all the ponies she had ever
met, trying to think of one with the talent she needed. Her face sudden scrunched up in distaste, but
she knew now who she needed. Having a plan of action, she quickly got her brown saddlebags and filled
them with some supplies and bits, then after one more stop she was speeding her way through the
air over the road out of Ponyville in what she hoped was the right direction.

It had only taken her about 20 min. to do all her preparations after she left her friends, she'd smiled to
herself, wondering just how much of what she'd hurriedly blurted out to her manager, about leaving and
him needing to find somepony to cover for her, he'd actually been able to comprehend. She might get
fired, but she didn't care, her friend was in trouble and that was all that mattered.

The first few towns took a little bit of asking around before she found a local who could point her on
her way to her next stop, but as she progressed it became easier. Every now and then, when she was
forced to get a good nights sleep to regain lost strength, she would rent a room for the night. More often
though she'd only interrupt her journey with quick food breaks and catch catnaps on clouds. The difficulty
of her quest for her, was the distance, more than the the actual hunt. As she drew closer to the end of the
trail, locals were easy to find who could point her in the right direction, as her prey was quite unforgettable.

As she traveled between towns she thought about what might have happened to Twilight but this would
inevitably cause her to get herself all worked up. So to distract herself she would think about how she
would go about getting her target to help when she caught up. If even a fraction of what she supposedly
could do was true, Dash figured she'd be able to find Twilight. The problem being convincing her to do it,
but for the most part Dash didn't worry about it, she was confident that she pretty sure she could convince
her to help, one way or another.

Pushing herself to the limit and getting a little more frustrated every passing day, Dash finally felt some
hope. From what she'd heard from her last stop, there was a good chance that her target was here, in
Las Pegasus. As she saw the city on the horizon she increased her speed, eager to finish the hunt.
Landing a little ways into the city limits, she looked around in awe and a bit of intimidation at all the buildings
and ponies milling around. She'd never been somewhere so crowded before, but she put on a determined face
and began going around and inquiring ponies about the object of her search. It was much harder here, lot's of
ponies ignored her and even more hadn't seen anything, as that sort of thing didn't stand out that much here,
blending in, rather than standing out.

Dash was about to call it a night when the orange earth stallion, she had just asked, gave her directions
to where she might find the answers she needed. The cyan pegasus thanked him and took off. The
streets twisted and turned confusingly but from her bird's eye view, Dash easily found the place the
stallion had been referring to. Landing, Dash trotted into a wide ally and made her way to a parked
wagon. It had a kinda gypsiest feel to it and Dash was pretty sure her search was over. She banged
on the door, then stepped back and waited.

"What! you were all told, the next show is tomorrow morning, so says the great and pow-" A blue
unicorn shouted in a ticked voice as she slammed open the door and stopped in mid sentence at the
sight of Dash standing there, a determined look on her face.

"Long time no see, Trixie."

Chptr 3

Before I begin I want to quickly thank SquareZack for helping proof read the first section of
this chapter.

Unfortunately due to busy schedules we weren't able to get through all of it. Not wanting to
keep those of you following me waiting too long, I decided to go ahead and put it up as is
and will be sure not to keep you all waiting this long again for the next chapter.
___________________________________________________________________________

Twilight walked along behind her captor and kept opening and stretching her mouth. At the
beginning of the journey they had been traveling along, both in cloaks with hoods up. When
a small caravan had appeared farther up the road, heading their way. Twilight had made the
mistake of trying to call out to them; she should have known that her travelling companion
was expecting that. No sooner had her mouth opened, it was snapped back shut by his
telekinesis and wasn't released till the caravan was in the distance.

For the rest of that morning and partway into the afternoon, she'd had a ball jammed in her
mouth held in by a strap around her head, while her hood was pulled far down so nothing
could be seen in its shadows. After getting her to promise to not try anything like that again,
he had taken it out and put it away in his saddlebags. As it disappeared into the bag, she
glared after it wondering where he had gotten it and why he had the vile thing, but decided
she probably didn't want to know.

She now felt better with her mouth's liberation and only wished she could have the same
happen for her other limbs. Tied to both her front hooves with a length that allowed her to walk
only short paces but nothing else, was a rope, her back legs were bound the same way. The
last of her current equipment, was of course the cloak, which completely hid her whole body
beneath it, that annoying bit of metal around her horn and a pair of brown saddlebags on her
back, which were filled with various canned foods. None of it felt too bad; the weight of the bags
was quite manageable and the weather was kinda brisk making the cloak kind of comforting.

They topped a hill and were looking over a few more plains of green grass, with a few trees
here and there along the road, and a town coming up. As they got closer, Twilight sighed, as
a white cloth was levitated out of her captor's saddlebag. She'd known there was little chance
this time would be different. Twice before they had come upon towns and each time he had
blindfolded her, then led her off the road, where she would feel a slight chill, and before she
warmed up again they headed back to the road. A little ways on he'd take it off and she'd find
the town was no longer ahead, but now being left behind them as they continued on.

She was full of curiosity as he tied it on again, plunging her into darkness. "Is this really
necessary?" She asked pleadingly and as she expected, got no response. She gave up
trying and instead concentrated on the feeling she felt as once again they left the road
and she felt the familiar chill. She didn't think it was teleportation, but somehow they were
skipping right over the towns and she wanted to know how. Frustrated and bored having
walked all day in silence, she began muttering and talking to herself out loud on her theories
of what he might have done, 'who knows' she thought quietly as she rambled,'maybe he'll
respond to something I say'.

As she expected, he ignored her chatter, only paying attention to her briefly to take back
the blindfold and put it away again. She rattled on and on with her theories and hypothesis
to his back, watching him for a response and partially prepared to shut up quick if it appeared
she was annoying him too much, causing him to pull out that accursed ball again. He didn't
seem to care and as they continued on, her ramblings moved on to other magic topics, and
whatever came to her head that seemed interesting enough to take up her time and fill the
silence.

"After it was discovered by Starri Knight, Star Swirl the Bearded, soon perfect-"

"Star Swirl was an egotistical show off! Always bragging about what Celestia was teaching
him, only half of what he claimed, was he actually able to accomplish! When he was needed
most, you could count on him to drop the ball!" The black unicorn said in an angry rant.

Twilight stopped talking, in shock at the sudden outburst, then she stopped walking and
stood rooted to the spot in surprise as what he said finally registered in her head. Her
captor had stopped too head slightly turned back towards her. Beneath his hood, she saw
that he seemed surprised too, as if he had just now realized he had spoken out loud.

"That sounded like a personal opinion of somepony you actually knew, not something you
got from reading about a pony in a history book. Did you know Star Swirl the Bearded?" she
asked him incredulously.

He just stared at her for a minute, he then turned his head forward again, continuing down the
road. "Wait! answer me, did you know him? But that's impossible, he's been dead for hundreds
of years, please answer me!" Twilight asked, begged, pleaded and even demanded her captor.
He remained silent and she eventually gave up, unable to get a peep out of him.

Her mind was abuzz as she followed him quietly; her thoughts were all focused on what he said
and what it implied, she kept looking at him with a knew eye for detail. From all she'd seen of him
and how his body was and how he moved, she would of guessed he was only maybe ten, or fifteen
years at the most, older than her. She desperately wished he wasn't wearing that cloak now, but
even if it was off, she knew his body probably wouldn't shed any more light on the questions she
wanted answered.

That night as they stopped to spend the night a little ways from the road under the trees, Twilight
was still deep in thought, barely paying attention as he secured her legs under her again and
went to sleep on the other side of the trunk. So many thoughts and questions popped up in her
mind, she thought she'd never sleep, but eventually she passed into dreamland.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

The next few days seemed to just blend together as they were all pretty much the same. They
walked, she talked, trying unsuccessfully to cause a repeat of the first outburst, but nothing she
said caused a reaction again. Frustrated, she followed obediently and pondered the riddle, that
was this strange black unicorn, the fourth night though she was given a new and surprising piece
of the puzzle.

The night was colder than the others had been, even with her cloak pulled tight around her, Twilight
was shivering. To her surprise, the stallion came over to her and laid down, their sides pressed
together under the cloaks covering them. She blushed a bit as she felt his body heat against her,
but he didn't seem to notice. Placing his head down, he was soon asleep. Laying there, listening
to his steady breathing, Twilight realized something didn't feel right.

Squirming a bit, her coat shifted against his and that's when she realized what she was feeling.
Although very close to feeling like it, his coat was not real, well it was, but it wasn't natural. He
was wearing a bodysuit, one extremely well crafted, that fit his body perfectly. Now that she knew
what it was, Twilight started to remember slight oddities, that her mind had dismissed, like when
he talked, his coat would sometimes show the slightest sliver of something beneath it as the coat
pulled back ever so little. The same seemed to happen around the eyes, now his lack of a cutie
mark made complete sense, because she had yet to see his true coat.

As new questions of why he always wore it built up in her head, Twilight laid her head down and slowly
drifted off to sleep.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

He didn't react when she revealed she knew about his fake coat, just got up and got moving again.
Their journey once again resumed, with Twilight's only cures of boredom, her thoughts and constant
attempts to get him to talk.

"C'mon, why's it such a secret, just tell me something, anything, please. I'll................what's that?"

They had reached the top of another hill, he stopped to turn and look at her in response to her
suddenly blurted question. She indicated with her snout, since her bindings were too short to use her
leg, a growing dot up in the sky, that seemed to be growing bigger. He turned and saw it too.

"Trouble." He muttered.
__________________________________________________________________________________

"Why would Trixie want to help that trol-, ahem, unicorn"

Dash glared at Trixie, "because she's in trouble and you could make a difference. It's the right
thing to do." Dash shifted a bit, they were both in Trixie's wagon, sitting across from each other
at a table, set up by a window near the center of it.

"Right thing, wrong thing, it doesn't matter, the great and powerful Trixie is much too busy to help,
especially a pony that made Trixie look bad." Trixie declared haughtily.

"Look bad huh? you know on my journey here I heard lots of stories going around about you, but
there always seemed to be one missing," Trixie's eyes began to widen in horror, "I wonder how
many ponies would like to hear about the time Trixie wet herself from the mere sight of an urza
minor?" Dash said with an evil grin.

"I thought no one noticed that!" Trixie gasped.

"You were right, It was just a guess, thanks for confirming it." Dash gloated. "Now how about you
help me find my friend and no pony, will ever need to hear about what happened, sound good to you?"

"Fine," she snarled,"what do you need the great and powerful Trixie to do?"

"We need to find her, you're always bragging how much magic you can do, if even half of it is true, I'm
betting there's a spell to find a pony."

Gritting her teeth at the veiled insult, Trixie thought for a minute, "There's a tub in the back and a
hose on the building to my left, go fill it up and meet Trixie by the front of Trixie's wagon."

Dash didn't waste time arguing or ask why, just went off quickly to get it done. They were soon both
outside staring down at the tub, Trixie waited for the water to become completely calm, then her
horn started to glow blue and she gently touched it to the water. Dash watched interestedly, until
after a bit of nothing happening, she grew impatient.

"Well?"

"It appears conventional scrying won't work, somethings blocking Trixie"

"So what? that's all the great and powerful Trixie can do?"

"I didn't say I was finished," Trixie growled back,"I now have a clear image of her in my mind, how
could I ever forget that face, the spell uses magic leylines and nodes all over Equestria to find the
image I feed it and projects it on the water. Somepony or something is blocking that, if they have
actually used a spell to hide her from the leylines sight, then theres nothing I can do. However if all
they've done is blocked her from being seen by us, then I think I have a plan." Trixie explained as her
horn started to glow again.

This time after a bit, a view of fields came into sight and a road meandering through them. The view
then changed as if they were turning their head and looking around.

"What's that?" Dash asked excitedly.

"We're in luck, the magic just can't project her image. This is showing us everything around her,
does anything stand out to you?" a sense of pride crept into her voice as Trixie talked.

"Wait! go back, focus on that mountain range in the distance." Dash exclaimed,"I know where
that is! if we hurry I can get us there in under two days!"

"Us? Trixie doesn't think so, Trixie already helped you and needs to get back-, Hey! Dash what are
you doing!? Let go of me right now! this is fillyknapping!" The cyan pegasus had immediately taken
to the air and as Trixie rattled off excuses, Dash had swooped down and grabbed the blue unicorn
from behind and taken off. Quickly gaining altitude, Dash ignored the shouts and threats of her
unwilling passenger.

"Rainbow Dash put me down right now! this isn't funny." Trixie was getting frantic as she dangled
high up in the sky, watching the ground fly by below her.

"I'm not descending till we get there, so if you want me to let you go I will, but it's a long drop."

Trixie audibly gulped,"please Dash, I'm afraid of heights, please let me down, I already helped." Trixie
said in the nicest voice Dash had ever heard her use, it almost made her feel guilty, almost.

"Sorry Trixie, but I think, before this is done, you'll still be needed. Don't worry, I'll keep you safe and
you'll be back in your wagon in no time." Dash assured her.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

They made good time, stopping now and then to get a quick rest, letting Trixie use a pond or
other body of water to adjust their course. At first they were both rather quiet after Trixie stopped
her complaining, but soon boredom drove them to strike up casual conversations. Dash found that
Trixie was kinda nice and interesting, when she didn't have her nose stuck up and acted like the
world existed only to show off her greatness. Although they would still choose not to hang out with
each other given a choice, they at least had a certain understanding of each other, that let them
tolerate each other without feeling uncomfortable.

True to her word, around noon of the day after they left, Rainbow Dash spotted, with her exceptional
pegasus sight, a pair of cloaked ponies cresting a hill. "Is that them?" she asked looking down at
Trixie.

"Trixie can't see from this distance, can't you recognize your own friend?"She retorted.

"They're wearing hooded cloaks."Dash shot back.

"If there are no other ponies around, then it's definitely them."

"Great, if I drop you off down there, will you be able to catch up quick?"

"Oh don't worry about Trixie falling behind." Trixie said with a grin as her horn began to glow.

When they were almost to the ground, Trixie jumped out of Dash's forelegs and sped off down the road
as soon as her hooves touched the gravel. Despite herself, Dash found herself impressed at her pace.
But not by too much, after all it still didn't compare to her in the air. To proof this, she shot up in the air
and sped towards the distant ponies. They seemed to have stopped and she assumed it was because
she had been spotted, she didn't mind, she preferred the head on approach.

"Stop! don't come any closer or I'll be forced to do something we'll all regret." came a sudden shout
from one of the ponies on the hill top. Rainbow hesitated for a moment and stopped in surprise at the
sudden warning, hovering in place. Not for long though, she started towards them again and a brief
glimpse of a lavender nose under the hood of the pony on the left, let Dash know exactly who to charge
towards.

"This is the last time I'll tell you, stop now!"

"Dash! please stop, you don't know what he's capable of!" Dash almost stopped at the sound of Twi's
voice, but shook it off and continued on.

A sickly green glow started to show under the pony to the left's hood, Dash tensed ready to dodge
whatever was shot her way, but the pony turned and touched the glowing horn to the tip of twilight's
snout. She gave a surprised gasp and jumped at the touch, her hood falling back, her eyes suddenly
seemed to go blank, then they shut and she crumpled to the ground.

"TWILIGHT!" Dash screamed, eyes wide in shock as she witnessed her friend collapse. She veered
away from the cloaked stranger and put all her speed in reaching her friend. She touched down hard, but
it barely fazed her as she raced to her friend; grabbing her by the shoulders and shaking her gently, but
urgently..

"C'mon Twilight, wake up! what did he do to you?" she looked up with fury in her eyes at the stranger,
"What did you do to her!?!" she screamed, but didn't wait for an answer, turning all her attention back
to her friend. Dash put her ear to Twi's chest, but couldn't hear anything. She was starting to feel cold
to Dash's touch and the pegasus got more frantic. She pressed her ear to her friend's mouth and
still didn't hear even the slightest sound of a breath.

"Dash, Trixie is here what's going o-" Trixie stopped her mad gallop as she reached the scene unfolding
on the hill top. Dash looked up from twilight, Trixie took an involuntary step back at the sight of Dash's
eyes, they were extremely red and seemed on the verge of tears, but they also were showing a terrible
intent. Dash's gaze swung over to the stranger and at that point her look was pure murder.

"You killed her." though only a few words, their tone spoke volumes and promised a world of hurt.

"I told you to stay away." he stated simply.

Dash got up and slowly stalking towards him, his horn started glowing the sickening green color again,
but Dash didn't care. Letting out a bloodcurling shriek, she lunged at him. She was drawn up short as
something grabbed her tail. In a fury she turned to look for what had interfered and saw her tail held in
a blue glow. "Let go!" she screamed at Trixie.

"No! get yourself together Dash, do you want to end up like Twilight?"Trixie asked out of gritted teeth,
straining to maintain her telekinetic hold on the cyan pegasus.

"Stay out of this Trixie, you didn't even want to come! now let me be, this bucking stallion killed my friend
and needs to pay!"Dash yelled back, tugging at her tail.

"I will not stay out of this Dash! killing yourself will not bring Twilight back and I won't let you make me
have to go tell your friends, that not one, but two of their friends are dead!"Trixie was practically shrieking
at the end.

At the reminder of her other friends, all the fight seemed to drain out of her and was replaced by, a sick
feeling in her stomach at the thought of what it would be like when they heard about this. The stallion just
stood and watched, content to just stay still and see what happened. In her new state of mind, Dash didn't
put up too much resistance as Trixie slowly started to drag her away.

"Dash you gotta snap out of it and come with me, we need to head back to Ponyville and tell you friends
what happened and get help, please Dash I can't drag you the whole way."Trixie grunted past her efforts of
pulling the pegasus, while glancing nervously at the stallion now and then to be sure he didn't make any
sudden moves.

As if in a daze, Dash turned around and after one last look at the body of her friend, started down the hill
after Trixie. Trixie led her down and away, till she came to a tree far enough away from the hill. She
could just barely see the pony on the hill top, a glow still shining under his hood. She stopped and started
to look all around the ground of the tree, stopping now and then to dig at some dirt with her hoof. Dash just
came to a halt behind her and just stood looking off into nowhere, not caring what was happening around
her.

"Ok Dash, Dash! just pull yourself together long enough to get us outta here, okay?"Trixie brought her face
right up to dash's, staring her in the eyes. Dash blinked, then shook herself and nodded, with a hesitant
running start, she took to the sky and looped around scooping Trixie up. Looking down at the landscape
flash by below them, Trixie desperately hoped Dash was strong enough to get them back to Ponyville.

Chptr 4

Thanks again to SquareZack for the proof reading and also helping make AJ's lines.
______________________________________________________________________

An uneasy silence followed the two of them as they flew on towards Ponyville. It was
finally broken as they encountered their first town. "Dash, land us by the train station."
Trixie told her companion.

"Why?" Dash asked in a toneless voice, seeming to ask out of habit and not actual
curiosity.

"There should be a telegraph office there; we need to send a message ahead to your
friends. They need to know what happened as soon as possible." Trixie explained.

Dash didn't bother responding, she just started a slow descent towards the city. She
landed them on the platform just as a train was coming in, "Wait here!" Trixie shouted
over the racket caused by the train. Dash stared at her blankly. Trixie gave an exasperated
sigh and decided to take that as an acknowledgement and headed over to a telegraph
clerk's window.

"Trixie needs to see-" Trixie stopped as she thought she heard a shout from behind her.

"Rainbow Dash! "Trixie turned and looked in amazement as AJ got off the train, yelling
in excitement at pegasus she had just spotted. Behind her came the others; Pinkie Pie,
Fluttershy, Rarity (with Spike on her back) and a contingent of the royal guard.

Heading straight to her friend, AJ was talking excitedly,"Dash you went the right way; ah was
hoping you'd made it somehow. Ah always knew you were clever as a cat, but this is somethin'
else. Th' night after you left, Princess Celestia came and told us everythin' she knew. Even though
somethin' was messin' up her magic, she got us a way to find Twi! She couldn't come with us
but sent these guys to help and Spike keeps us in contact with her to.....are you alright sugarcube?"

Her rapid fire talking trailed off as she finally got close enough to see the cyan pegasus and
how she had started shaking, eyes open and full of panic. The question seemed to knock
Rainbow out of her stupor and with a choked sob she ran and threw herself onto her startled
friend, knocking AJ on to her rump, as Dash buried her head onto AJ's shoulder, "I messed
up, i-i-its all my f-f-f-ault!" Dash managed to get out as the flood of emotions she'd been holding
in, gave out.

AJ gently moved her forelegs around her weeping friend and held her gently," There, there sugar,
it's gonna be alright, just tell me what happened."

"It's not gonna be alright." Dash moaned, "He told me to stop, but I just had to push him, I never
think so I kept coming and he, and he, and he..."

"Just calm down, who is he and what did he do?" AJ said, rubbing her friend's back comfortingly,
trying to calm her.

"I don't know who he is, but he killed Twilight!" Dash screamed then broke down into incoherent
sobs.

AJ stopped rubbing, stunned at what she was just told. The others had also just frozen on their
way over as they tried to comprehend what they had just heard.

Recovering first, AJ pulled Dash up till she look into her face, "Dash, listen to me, I need you to
tell me exactly what happened." She said in a quavering voice.

"Trixie doesn't think she can, but Trixie can, for the most part."

They all turned their heads in surprise as the blue unicorn approached, a few of the royal guards
moved to intercept her, but stopped as AJ gave them a quick wave that it was okay. "What are
you doing here, Trixie?" Applejack asked in surprise.

"Helping Rainbow Dash, she tracked me down and found me and I've been helping her find
Twilight ever since, but that's not important right now." And as they all listened Trixie explained
what had happened as gently as she could. When she finished, they all seemed shell shocked
as they quietly tried to cope with what they'd just been told.

"Ma'am I need you to lead us to the spot where they were." The captain of the royal guards said
as he stepped up to Trixie.

"Yeah, we need to see this for ourselves," AJ agreed as she gently got up, helping Dash up too.
The pegasus seemed to finally be calming down, but was still not quite back with them.

"Trixie can do better than that, just wait a minute." They all followed, then watched curiously as
she made her way off the platform and began inspecting an open piece of land, right off the main
street they had come off onto. AJ, starting to get a little impatient, was about to ask what Trixie
was doing, when the blue unicorn gave a satisfied sound and turned to them." Everypony gather
around Trixie as close as you can and don't move."

Puzzled, but not wanting to waste times with questions, they all pressed in around her, making
a basic circle. Trixie's horn started to glow and soon Twilight's friends noticed familiar sparks
jumping around them, until there was a loud static discharge and they all found themselves in a
meadow under a tree. Trixie let out a small victorious shout, then collapsed.

"Are you ok?" Fluttershy asked softly, kneeling down by Trixie, as the others started to spread
out and look around.

"Yes, Trixie just needs a few minutes, that took a lot out of me, the hill over there is where we
found Twilight." Trixie replied weakly, but managed to raise her leg enough to point out the spot.

"Jus' wait here and rest, we'll check it out." AJ told Trixie and started galloping for the hill, the
others following, except Rainbow Dash and Fluttershy.

On the hilltop they could find signs of ponies being there recently, but nothing else." Why would
he take the body? " AJ wondered out loud.

"I don't know, but if Trixie is right, then this has become too dangerous for me to risk you all
now, I need to ask you all to return to Ponyville, we can handle it from here." said the captain of
the guard in a commanding voice.

"Now hold on one apple bucking minute, we can take care of ourselves and whoever that varmint
is, he took our friend from us and has a world of hurt coming to him." AJ growled back.

Pinkie Pie and Rarity voiced their agreement with their friend's statement.

"No, you should listen to him." Trixie said, cutting off what the captain was about to say as she
wearily made her way up the hill. Fluttershy was coming up behind her, leading Rainbow Dash along.

"Why should we?" AJ demanded.

"Just trust Trixie," She said, then in a softer voice that only AJ could hear, "I need to get to Twilight's
library, it might answer an important question, that could change things. Please believe me when I
tell you that you'll be no more help here."

Applejack still looked hesitant, but seeing some truth in the unicorn's eyes, she backed down,
"awright but you better get him." AJ told the captain.

"You have my word miss Applejack, Spike I need you to come with us to keep us in contact with
the Princess."

"Yes sir!"

The mares watched as the guards galloped down the road and were soon lost in the distance.

"C;mon, I think I've recovered enough to take us back to the train stop, if we hurry we should be
able to catch it before it leaves again." Trixie said as she herded the now somber mares down to
the tree.
__________________________________________________________________________

Twilight's eyes shot open! disoriented, she started looking around her surroundings, trying
to figure out where she was and how she got there. Quick observations showed that she
seemed to be lying on a grassy hill, an attempt at getting up, revealed that she was being
held down by something. Unable to lift her head, she carefully looked back as far as she
could and saw in her peripheral vision, the black unicorn, his horn glowing a deep blue.
Well that explained why she couldn't move, but not why she was laying there in the first
place.

Slowly she began to recall what had happened, how Dash had shown up and tried to save
her, then she had seen a green glow and felt a shock pass through her body starting at her
nose, then the world had faded away. Wait! Dash had been here, where was she now? Her
eyes roved the area trying to spot her and caught sight of some colors by a tree in the
distance.

Making out a cyan pegasus, she sighed in relief that she was safe, but who was the other
blue pony? barely able to make things out that far, she thought she spotted a horn on the
pony. 'Is that......Trixie?' she thought in disbelief. It was all so confusing, why were they
over there? and why had Rainbow Dash left her? Soon she watched as Dash took off and
flew back around to scoop up the other pony and take off into the distance.

When they were completely out of sight, Twilight felt a pressure lift from her body and knew
she was no longer pinned down. Proving her assumption, she shakily got back up and stood
swaying a bit and turned her head to face the stallion.

"What just happened? why's Dash leaving?" Twilight asked, not expecting an answer.

He surprised her though with one, " If I'm lucky, I just ended your friend's search for you"

"What's that supposed to mean? what did you do?"

"I killed you."

For a moment she just stared at him in shock, both at his answer and the off hand tone he
said it in, "Wait, you killed me?"

"Essentially, I froze all your systems, it's a spell that puts your body in a state that is
extremely close to the same thing as being dead, it only lasts for a short time, then starts
up everything again."

"What possible use could there be to know a spell as horrible as that!" Twilight exclaimed
in horror.

"Well it convinced your friend Rainbow Dash you were dead, now she's off to tell her friends
and hopefully stop their search for you and delay them awhile in their grief, from coming for
the elements. Your friend truly is the element of loyalty, the way she kept clinging to you
and refused to leave, I was afraid the spell would wear off too soon, lucky me, now come
on we gotta go." He turned and headed down the hill, for a moment she looked after him in
disbelief, then hanging her head, followed quietly.

The silence stretched on till it was surprisingly broken by the stallion, "The elements really are
something, everything they come up against doesn't seem to stand a chance, who wouldn't
want that kind of power?"

"Is that why you took them, you think you can somehow use them for some crazy power
grab?" Twilight hissed.

"Me? no, I don't want them." Twilight looked up in surprise at his declaration, before she could
voice it though, he continued, "I was commissioned to keep them out of the way and out of
everypony's reach for awhile. Plans are being executed and I don't blame the perpetrator from
wanting that which, purified Nightmare Moon, turned Discord to stone and cast all of the
changelings and Chrysalis out of Canterlot, out of the way."

"The elements weren't used to cast out the changelings." Twilight corrected him.

He stopped and looked back at her, a look of confusion on his face, "They weren't?"

"No they weren't, we were caught and captured before we could reach them. It was my
brother Shining Armor and Princess Cadence who, cast out the changelings using my
brothers protection fueled by Cadence's love for him, you didn't know that?"

"No I hadn't heard that, but then why would......." His voice trailed off and he seemed to be
deep in thought until a look of resolve took over his face. "We need to go now, I need to
get in contact quick."

He started off at a fast walk that Twilight had to try hard to keep up with to keep up with,
due to her bindings. "Wait slow down! or untie me, where are we going? get in contact with
who?" Twilight managed to gasp out, as she struggled to keep up.

"In contact with the one who hired me." He yelled back.

Chptr 5

The train ride back to Ponyville was silent, except for the natural sounds of the train. The
five friends all kept there peace as they came to grips with all they'd learned and seen.

A depressed group of ponies got off the train and wandered off to different directions. All
but one, Trixie with a look of determination, galloped off to the library. With no regard for
whatever laws she was breaking, Trixie used her magic to unlock the door and once inside
locked it behind her.

Inside she began levitating books off the shelves, looking at the titles and tossing them
aside, with noises of disgust at each failure. Finally a beat up brown volume caused her
to shout in triumph, as she opened it, she felt a slight sting on her flank.

Involuntarily the book had caused her to remember the switching her mentor have given her,
when she had last looked at this book without permission. She pushed the memory down,
that was the past, when she had spent her time studying and learning about magic, before
she had set out to show off all she had learned.

She flipped through the pages rapidly, stopping now and then to read a page, till she finally
came upon what she was looking for. "I knew it!" She said in satisfaction and levitating the
book behind her made her way quickly out of the library.

Some quick questions around town and she was soon sitting below a giant cloud. looking
up at Rainbow Dash's house. "Rainbow Dash get down here! Trixie needs to speak to you!"
Trixie yelled. When there was no response, Trixie let out a vexed noise, then as her horn
began to glow, yelled again, this time amplified by her magic.

After what seemed like forever a cyan head with a mane of rainbows, looked down over the
edge, "Leave me alone, I don't feel like talking to anypony right now," Dash mumbled, her
face giving signs of recently crying.

"Stop your moping Dash! Twilight isn't dead!" Trixie shouted back.

Dash's ears stood up straight and she leaped off the edge and dove/glided down to Trixie
and grabbed her, staring into her eyes with a desperate look, "What did you say? you better
not be messing with me!".

"Don't touch Trixie!" She said indignantly, as she broke out of her grasp and stepped back,
Trixie said, she's not dead and Trixie is dead serious."

"But how, I saw her felt her." Dash said, desperately wanting to believe it, but unable to deny
what she had experienced.

"Look here!' Trixie said as she opened the book and shoved it in Dash's face. Dash stared for
a minute then looked past it at Trixie with a face that said, what am I looking at? Making a
noise of exasperation, Trixie explained, "That is a spell one can use to give a pony the
appearance of death, Its frowned upon magic, but completely possible. This is what that
unicorn did to Twilight, Trixie is sure of it."

As Trixie's words sank in Dash's expression changed from guilt and sorrow, to one of joy, then
it quickly changed to anger. "Why that no good rotten, come on we have to tell the others, when
I get my hooves on him he'll wish he'd never been born....." Dash continued on into more explicit
things she planned on doing, as she hurried off towards Apple Acres, Trixie following as fast as
she could.
______________________________________________________________________________

"We need to go down there, will you give me your word you'll cooperate or do I need to truss you
up so much all you can do is hobble along?" The Stallion said looking directly into Twilight's eyes.

"I promise not to make trouble" Twilight said.

He kept staring for another minute, then seemed satisfied she had meant it. Turning abruptly he
made his way down to the town below, Twilight doing her best to keep pace. As they made their
way through the streets, Twilight looked around at the vendors and structures. It was bigger than
Ponyville, but still quite small compared to places like Manehattan and Canterlot of course.

He brought them to an inn, inside he went right up to the brown pony behind the counter, I need
two rooms next to each other and one of them needs to have a mirror." he said in a brisk manner.

"A mirror sir, that's an odd request."

"My wife here is extremely vain and can't stand going for too long without seeing herself."

Twilight almost sputtered a response at this double lie, but managed to hold her tongue just in
time, remembering her promise. Instead she looked over and glared at him.

"We do have some more furbished rooms with vanities in them for a little extra."

"Great, is there one open with a room next to it?"

A quick check and some exchanging of bits, soon saw Twilight and The black Unicorn heading up
the stairs to the left of the counter. A little ways down the hall they found the door numbers, he led
her into the first one. It was a small room with only a bed and little table next to it, following her in,
he had her lay down on the floor. She gave a sigh of resignation as he tied her legs under her again,
but didn't argue. When he pulled out the ball though, that was a different story.

"That's not necessary, I swear I won't make a peep, please, I promise." She pleaded desperately.

"Sorry, there's only so much risk I can take"he said as he gagged her, "don't worry, I'll be back soon."

She glared at him in indignation, till he left the room, locking it behind him. As soon as he was gone,
Twilight rocked herself till she rolled over to the left, managing enough momentum to wind up how she
had been. She repeated this till she was pressed up to the wall, where she put her ear to it and
listened.

"You lied to me!" She heard the stallion growl.

"What are you talking about?" She heard a feminine voice say, the voice tugged at her memory, but
was to distorted by the wall to attain recognition.

"You told me they were in your way, but thats not true is it?"

"What does it matter, from the activity in Equestria I assume you got the packages right?"

"Packages, I thought you refered to them as one?"

Twilight heard a sigh, "I do, but I know how capable you are, so tell me, did you get the elements and
Twilight Sparkle without any trouble?"

"You only hired me to get the elements! how did you know Twilight would be there."

"I have my ways." The mystery voice said in a purr.

"I told you from the beginning not to keep secrets from me, our deals off"

"You wouldn't dare! you owe me too much, don't forget that! don't question what you need or don't need
to know, I make the plans, your just an errand pony."

"I owe you nothing! oh surprised? did you really think I wouldn't find out your part in that? the only reason
I agreed to this, is because it pleased me to pit you and Celestia together, I could care less who came
out ahead. Either way, one of you would get what they deserved."

"How dare you!"

"Oh I dare, our deals off, I never agreed to pull innocent ponies into the middle of this!"

Twilight heard a loud crash in the next room, then silence. Quickly she began rolling herself back to her
original spot, as questions buzzed around her mind.
_____________________________________________________________________________________

Spike let out a slight burp as green fire came out of his mouth and a familiar looking scroll appeared
from it. "What does it say?" The captain asked, looking over his shoulder at the purple dragon sitting on
his back.

"It says that he's at an inn, down there." Spike said pointing to the town they were approaching.

"Good job." The captain said as he led his squad into town at a quick trot.

A few quick questions to the locals revealed there to be two inns. The first one revealed nothing, but
the second innkeeper confirmed that two ponies matching the description had gone upstairs only a
little while ago. This caused Spike much relieve, a letter from the Princess, had said Twilight was still
alive, how else was she still able to scry her? but here was proof.

"Ok you and you, come with me, the rest of you guard the exits, we don't want him getting away." The
captain ordered his troops, then headed for the stairs.
____________________________________________________________________________________

The black Stallion stepped out of the glass covered room, fully planning to pay for the damages and
started to unlock the other room. Slight movement at the stairs caught his eye, he looked over just as
the captain reached the top step and spotted him.

"Halt! stay where you are!" The captain shouted.

The Unicorn ignored him and slammed open the door, diving in he shut it behind him and quickly locked
it. Twilight was looking at him with wide eyes as the pounding was soon heard on the other side of the
door.

"Open up!"

"Your only making things worse for yourself!"

He ignored the shouts and quickly undid the ropes on Twilight. She would of let out a gasp of surprise
if she could have, as he threw her and the rope across his back in front of his saddle bags. She squirmed
and tried to push off him, but he bucked and she fell across his back again. Turning, his horn glowed and
he galloped as fast as he could towards the far corner of the room. Twilight shut her eyes and braced for
impact, but opened them quickly as she felt a familiar chill come over her.

They were now galloping out of the shade of a tree, towards the road. The town quickly disappearing
behind them. Not till the town had been out of sight for several minutes did he slow down and finally stop.
Levitating the struggling unicorn off his back he undid the ball gag and tossed it aside. As she opened her
mouth, Twilight's words never left her mouth as she was shocked into silence as he unwound the metal
from her horn.

"What? Why?" She managed to get out in bewilderment.

"Listen to me your free to go, but I wouldn't advise it, you stand a better chance of survival if you stay with
me." He told the startled lavender unicorn.

"Why should I trust you?"

"You shouldn't, but things have escalated and I can help you help Equestria."

She stared for a moment, "no more bindings?"

"No, no more. we have to go now though and we need to hurry. Be ready to fight though, I won't be of much
help to anypony when we get there." He said as he turned around and headed off at a gallop, not bothering
to see if she was following.

Catching up quickly she shouted at him, "What do you mean? where are we going?"

"To Ponyville, your friends are in danger."

Chptr 6

"Fluttershy, come quick, we don't know how but we found Twilight on the edge of the
Everfree forest," Dash called down to where the yellow pegasus was feeding her animal
friends in front of the cottage.

"What?" She asked in disbelief, a glimmer of hope suddenly coming to her eyes.

"Hurry, she seems to be hurt and needs help, but she is alive." Dash said urgently and
zipped off towards the forest.

Fluttershy quickly told her animal friends to wait there and quickly took off after Dash
excitedly. She was having trouble keeping up but she pressed on, getting more and
more excited at finding her friend alive.

Dash entered the forest ahead of her and after a few turns under the tree tops, disappeared
around a bend ahead. Suppressing her fear of being in the woods, Fluttershy made her way
after her friend. As she turned into the bend she heard a buzz all around her and she let out
a small scream as she saw what was in the clearing.
______________________________________________________________________

"Oh, um Rarity, sorry to disturb you, but I was just wondering, if..."

"She was just wondering if you could help her out with her dress, spiff it up a bit." Dash
interrupted the yellow pegasus, with a look of impatience, as she held up a black dress.

"Oh yes, I can see how you'd need that soon." Rarity said sadly, as she looked over at
her friends." Glad to see you back to normal Dash, I know its been hardest for you"

"Yeah, it has." Dash said, her face falling into a sad frown for a moment, "but we need to
move on, its what she would have wanted."

"Well spoken, here give me that, I have some ideas." Rarity said as she telekinetically
took the dress from Dash and turned her back on her friends, heading to a pile of scraps
in the corner.

With her back to them, she didn't see the looks of determination on her friends faces as
they followed after her.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

No pony noticed, as Rarity and Fluttershy made their way out of town with a large laundry
hamper or that the route they took headed right to the Everfree forest.
_____________________________________________________________________________

"C'mon Pinkie Pie, you can't just mope around here, she wouldn't want us like this." Dash
said.

"But, why do I need to go with you to the Everfree forest." Pinkie pouted.

"I told you, its a secret, we're meeting everyone at Zacora's place." Dash explained again,
"please come, for me."

"Alright, but then I want to be alone some more."

"That's fine, I'll give you all the free space you need"

As they walked through town, ponies stopped and watched with pained faces on their faces,
seeing the once ever cheerful pony dragging her hooves sullenly as her straight maned head
hung down.

She just followed her friend never looking up or paying attention to the route they took into the
forest, until a slight buzzing sound growing louder brought her head up in surprise.
______________________________________________________________________________

"Why do we need to go there again Dash? and ah thought you wouldn't be feelin' up to anything
anytime soon." AJ said looking at Dash suspiciously.

"The others are already there, we thought we might ask Zacora if she could maybe do somethjng"

"Do somethin'? you said she was dead."

"But maybe-"

"Applejack she's alive!" a cyan pegasus shouted happily as she flew towards them, a blue unicorn
galloping not far behind her.

"Dash?!? what's going on?" AJ said as her head kept turning back and forth to look at the approaching
pegasus and the one right in front of her.

"Huh, hey that's not me!" Dash shouted as she spotted the cyan pegasus next to her friend.

"That's an imposter!' The one next to AJ shouted, pointing a hoof at the approaching Rainbow Dash.

All four ponies came to a halt facing each other, the two pegasi alighting on the ground, to glare at
each other.

"How can you think that's me." The one next to Trixie growled.

"Cause she's not fooled by such an obvious fake like you-" The other Dash was cut off as she was tackled
and soon AJ and Trixie were watching as the two Dashs rolled around on the ground, tussling and
fighting.

"Do you know what in the hay is going on? "AJ asked Trixie absently, her attention caught up in the
ongoing fight.

"No, we were just coming to tell you Twilight isn't dead, when we saw her." Trixie said pointing to the
wrestling ponies.

"Wait a minute, did you say Twilight is alive?" AJ said, her attention momentarily drawn away from
the strange fight.

"Yes, we need to tell the others."

"Your right, but what do you reckon we should do about this here mix up?"

The two looked on in confusion and were soon thrown another crazy curve ball. A black unicorn
stallion, wearing a cloak that the hood had fallen back on, appeared suddenly out from under an
apple tree. Spotting them his face lit up with relieve and he collapsed on the spot. closing his eyes
and panting heavily. Right behind him Twilight came out too and barely stopped to take in what was
going on before she ran over to the fighting pegasi.

Her horn glowed and she swept it over them, the fighting came to a halt and Dash found herself
pinning a dazed changeling under her.

"Awright, now somepony tell me whats going on right now!"
__________________________________________________________________________________

They were all gathered back at the library, Twilight and AJ had already searched all over town for their
friends, while Trixie and Dash kept an eye on their prisoner and the recovering unicorn.

"We can't find them anywhere, I think we were too late." Twilight reported as she entered the library,
AJ right behind her.

"Too late for what? and who's he?" Dash demanded.

"I don't know, but I think he does. I still don't know who he is, but I don't think he's our enemy anymore.
He ran himself to the limit using his magic to get me here in time to help you all." Twi said as she gazed
over at the unicorn, laid out on the floor, the only sign he was still alive, the rising and falling of his chest.

"Should we wake him?" AJ asked.

"Not yet, lets see if our other guest can supply us with some answers." Twilight answered, turning to a
chair, with the still dazed changeling tied to it.

"Hey you! snap out of it." Dash demanded, waving her hoof in front of its face.

Slowly the eyes started to dilate and track the limb in front of it.

"That's better, lets start with something easy, who are you?" Twilight asked.

It just stared at her.

"C'mon, we know you can talk, so come on out with it." AJ growled at it.

"You better start talking, or I'll finish what I started earlier!" Dash snarled.

"That won't work, there isn't a thing you can do to make it betray her, its literally incapable of betraying
her." They all jumped at the sound of the voice behind them. Carefully the Stallion was getting to his
hooves.

"Oh yeah and how would you know that?" Dash said flying over to glare down suspiciously at the Unicorn,
"who are you anyway?"

"Dash! give the feller a minute to recover." AJ reprimanded Dash.

"No it's alright, if your gonna help me get back your friends, then I think its time you knew everything,
but for that I'm gonna have to tell you where I come from and how I got here." He said, his voice tired.

"We're listening." AJ said encouragingly.

"Well as Twilight has already guessed, it happened a long time ago....."
____________________________________________________________________________________

He nuzzled her mane again happily, as they entered the lab, all around the room were tables covered in
scrolls, artifacts, power stones and crystals.

"Stop that!" She giggled, "I told you, not in front of the others."

"Oh come on Joi Rah, no one cares."

"I'm sorry but I just have a problem with public displays."

"Fine," He pouted mockingly, "but you owe me later"

"We'll see, now get yourself together, here comes Star Swirl." She said giggling again, quickly suppressed
and a professional look taking its place.

"Ah Joi Rah and Reef Ti, glad you could make it, wouldn't want you to miss the big day." The bearded
stallion greeted them.

"What's the problem? can't handle it all on your own?" Reef answered.

"Stop it! Star, he didn't mean it, we're all just a little tensed up about what we're gonna try today" Joi,
quickly said as she pulled the blue unicorn past Star Swirl and his glare.

"What was that all about?" She hissed at him under her breath.

"You know he just honored for that amazing new levitation spell." He grumbled.

"Yeah, so what?"

"We all developed that, what right does he have to take all the credit, just because SHE takes a
special interest in him."

"Your being silly, who cares who gets the credit, we're doing this for a better future. Now set aside
your silly jealousy and lets get to work." She scolded him.

"I love the way your mane starts to frazzle up when your angry." He grinned mischievously, as he
quickly ran a hoof through her purple mane before she could stop him.

"Hey quit it or you'll be in real trouble!" She warned him, but couldn't hide the grin on her face.

They separated reluctantly as they moved off to their respective research. The room was in a flurry
as unicorns moved around, checking calculations and sharing them with their fellow researchers.
There was an electric excitement in the air as months of research and testing was soon to be
reimbursed with the coming accomplishment.

A quietness fell over the room as one by one they finished their formulas and declared it to be time.
"Ok, are we all ready, have we missed anything?" Star Swirl addressed the room.

A ripple of affirmative comments and assurances were heard around the room. "Today we make
history! this moment will be remembered forever by our accomplishments, now I have to ask, do
any of you want to volunteer to try first?" Star Swirl called in a crowd pleasing voice.

'Thinks none of us will, the confident blowhard, thinks he can once again just show us up as he
magnanimously accedes to do it himself, well I'll show him' Reef thought to himself, "I'll go first."

The room went silent as they all turned to look at him in surprise.

"What are you doing?" Joi hissed at him under her breath.

"Trust me." He whispered back.

"Thank you Reef, I'm sure you'll make us proud." Star Swirl said a slight bit of annoyance in his
voice.

A moment of stillness followed, then the room broke into activity again as they all rushed around
for last minute preparations. Reef walked through it all towards the alcove in the back where the
power stones were being set up specifically around the room. Joi followed, a slight frown on her
face.

"Don't worry it will be fine." He assured her, "we've figured out everything."

"Mule headed buffoon, this has nothing to do about the experiment! you just wanted to show him
up, I hope its worth it!" She seethed.

"Don't be like that." He said softly as he stopped and lifted her chin up with his right hoof,
"Everything will be fine, I promise."

He saw a small tear roll down her cheek and brushed it away. "Just be safe." She said and turned
to go and help with the set up.

He resumed his heading, as he reached the alcove and the others stopped and looked up at
him, he threw back his head, whipping around his long red mane and entered in what he hoped
was an impressive show of confidants. Behind him a Dark green unicorn mare with a black mane
erected up a magical barrier to separate him from the rest of the room.

"Are you ready?" Star Swirl called to him.

Feeling a little nervous he nodded.

"Ok, then you can begin!" The facial haired pony announced.

Taking a deep breath, Reef started summoning the magic he needed, his horn glowed and soon
the stones around the room glowed with him. He felt the hum of the magic under his coat and for
a minute reveled in the sweet feeling of it, the alcove got brighter and he could see the eager faces
of his colleagues watching as their work bore fruit.

A sudden spasm ran through his body and he was knocked to the floor. Sitting up quickly he looked
around at the room as the stones increased the rate in which they were glowing. Another magic
shock ran through his system, his eyes widened in fear as he looked out, seeing all the ponies
running around grabbing notes and shouting at each other. After he got up from the third magical
backlash, he looked over and saw Joi shouting at the green unicorn and pointing at him frantically.

His blood ran cold as the green mare shook her head and shrugged, a look of confusion on her face.
Reef ran towards the barrier reaching it in seconds, as Joi ran over at the same time. He watched
as her face grew more frantic, as her horn glowed a deep lavender and she tried to bring down the
barrier. He already knew it wouldn't work, whatever had gone wrong, had caused everything to fail.

Wiping sweat from his brow, his red mane fell over his left eye but he ignored it. Another surge went
through his body, but he gritted his teeth and managed to stay standing. Fighting every inch of the
way he slowly lowered his horn to where hers touched the barrier. Her eyes caught the movement
and looked up, their eyes locking together. He saw her fear and he wanted nothing more, but to take
it away and never let it hurt her again.

With the light increasing to a painful brightness, he knew his time was short, "It'll be ok." He said,
her eyes opening wide in horror as he felt the room around him explode in an inferno of flame. As
the flames burned away his coat and mane, he let out an involuntary scream, as he felt his flesh
cooking. It was unbearable, every nerve was sending him signals he didn't want. He cursed and
moaned in agony, waiting for the bliss that death wood bring, but as time passed and his pain,
neither increased or abated, he forced his eyes open.

The flames were all around him, eating at him, but not more than they already had. Looking at his
body he couldn't see a bit of him not covered in burns, even his horn was charred black. The pain
continued but no more damage was inflicted on him, he knew he should be mad by now, no sane
pony could tolerate this much damage to the body and not lose his grip on reality. Somehow though
his thoughts were still his own and cohesive, whatever was buffering him from death, was also
protecting his mind. Whatever it was he didn't feel an once of gratitude for it.

Pulling his attention to what was happening outside, he stared in amazement as he watched the
unicorns work at what seemed incredible speed. Gnashing his teeth in pain, he managed to start
trying to piece together what was going on. He deduced that he seemed to be in some kind of time
bubble, to them he probably wasn't even moving, at least not to the naked eye. But that was wrong
he realized, on closer inspection of what was going on to his body, he saw that time seemed to
have completely stopped, somehow his consciousness seemed to be in a different state of time than
the rest of him. Not knowing how that was even possible he diverted his thoughts from that train of
thought, time paradox being to much for him to contemplate at the moment. Horror invaded him as
he realized he could stay burning here forever, unable to tell when his time would finally run out.

For a time he drew into himself, the pain coursing through him and cursed the fate the universe had
assigned him, eventually though he turned his focus outward again. His mind reeled as he saw Joi
much older than she had been, zipping around the room, writing notes and showing them to others.
Whenever he saw ponies heading for the door, he'd see her yell at them and point back at him. But
one by one they each left, returning later, then going again, till they didn't return.

As he watched time go by, his aging love working relentlessly to save him, the place was soon
devoid of all life, but for her. Left to toil alone, all alone. It was torture to him, more so than the never
ending pain, to watch as her body grew more and more weak, till one day she laid her head down on
the table and never lifted it again. He didn't know how much time passed, but eventually, her body was
discovered and taken away. The enchanted lights were turned off and the door closed, he was left to
suffer for all of eternity, alone.

Time passed, but was meaningless to him, till the door opening again caught his attention. Through
the accelerated time window he observed reality, ugly black creatures, vaguely resembling ponies,
but only in general shape, not appearance poured in followed by a huge one, with slight feminine features.
Changelings weren't supposed to be this deep in Equestria, but here they were and with their queen too.
In no time flat by his perspective she was peering in at him, little changelings leaving and returning with
buckets of water. In an amazing feat of choreography, he had to admit to himself, the little guys threw the
contents of the buckets, just as she leaned forward and miraculously tore down the barrier and popped the
time bubble.

He lay shaking in shock and cold, completely covered in water, cowering on the floor. Naked with not
a single hair on his body, he moaned as for the first time he could remember he wasn't inflicted with
pain. His body still hurt all over greatly from the burns, but it was nothing compared to what he had
just been through.

The clicking sounds around him brought his mind to the present. He tried to talk, ask how she freed
him, but could not as he was forced into a coughing fit. She ordered her minions to take him and he
was soon transported to her current realm. He was put in a room, with a comfy bed and left on it, his body
completely covered in bandages. The queen and her children nursed him back to health, it was soon
clear to him, that his mane and coat would never grow back, the burns were too deep.

Chptr 7

"It turned out that, the changelings were full of amazing talents and she had some of them make me a
coat and hair extensions, converted to be my mane and tail. I asked her why she did all this for me and
she told me not to worry about it. She also wouldn't answer my questions of how she found me and when
I asked how I could ever repay her, she just said that she may need my help in the near future, but for
now nothing was necessary." His gruff voice paused for a moment as he prepared to continue on.

The four ponies in the room sat staring at him, hanging on his every word, A few of them seemed to
have a slight haze over their eyes. None of them made a sound as he continued, even the changeling
seemed enraptured.

"When I was recovered enough, I thanked the queen for her help and the attire, now including a traveling
cloak and a pair of black saddlebags. I set off to learn all that had happened in my absents from Equestria,
that was around five years ago. I traveled all over, seeing the new sights and studying up in the libraries,
learning and observing. I never brought attention to myself, only stopping to do the barest bit of work, to
earn enough bits to get by. Eventually I returned to the town I had been trapped beneath all those years,
a few simple inquiries brought me to the cemetery where I found her. A fire in me grew to find out what
had happened."

"It took over a year, but I eventually found out it was no accident and that a certain green unicorn, didn't
really exist. To say I was angry would be an understatement, I was soon consumed with the need for
revenge. I learned more of the subtleties of magic and with this knowledge was able to gain access to
more. The time finally came when she contacted me again, with a request to steal the elements and
keep them out of the way for her."

"Biding my time, I looked up all there was to know about the elements and came to Ponyville, till I
had all the angles covered. With this knowledge I planned to strike when she least expected, after her
victory. Then she changed things, brought you into the mix. I could never hurt an innocent, I'd never
be able to see her again then, sure she'd never forgive me. So I broke it off, I now realize she doesn't
want the elements out of the way, somehow she plans to use them and all of you and your friends
against Celestia."

"It was just all going perfectly till you showed up, it had to be you. Every time I catch a glimpse of you
from the corner of my eye, I turn thinking to see her again, but its not, I'll never see her again." He said
as he grew silent.

"But there is something bothering me still, how did she know I'd be there? how did she know about the
letter I got from the Princess?" Twilight said quietly.

"Cause I didn't write that letter." they all turned in surprise to the door where Princess Celestia had just
entered.

"Princess? What are you doing-?"

"CELESTIA!" everypony jumped and stared in shock as Reef shot up and charged the Princess, Rage
blazing in his eyes.

"REEF!" Recovering quickest, Twilight managed to catch him in a telekinetic grip.

"Let me go! she has to pay!" He struggled as if possessed.

"What do you mean?" Twilight asked, desperate to know what was happening.

"Your a clever pony, figure it out! do you really think she didn't know about the project, that something
so important wouldn't be known to her?" His horn began to glow as he fought Twilight's grip.

"She knew, but whats that got to do with anything." Twilight gritted as she fought to maintain control.

"Think! she didn't just know, she started it! she set it up! she ran it! it was all her! always leaving her
protege behind to keep an eye on us while she was gone!" he screamed, glaring ahead at the alicorn.

"Whats he talking about Twilight? I only arrived in time to hear your question" Princess Celestia asked in
bewilderment, "who is this?"

"His name,ugh! is er! Reef Ti." She gasped out, starting to lose the struggle.

Twilight saw the Princess go pale, eyes widening in shock as she looked at the Unicorn clawing his
way towards her. "It can't be." She whispered hoarsely.

"Yes it can! here I am now princess!" He spat the title out, "Look at me and see your dirty mistake out
for the whole world to see, no longer left rotting in the ground where you buried me!"

"But you were trapped, there was nothing we could do."

"Nothing you could do! you gave up! and you left her there alone! left her to rot away and die!"

"Joi Rah?"

"DON"T YOU SAY HERE NAME! Don't you ever taint her name again, by speaking them with your
lips! You all don't deserve to have met a pony like her, you all just left her to die along with me!"

"We didn't, we tried to make her get on with her life, but we couldn't get her away from you, she
wouldn't leave."

"Then why didn't you kill me! if there was no way out, why didn't you take away my misery and her
anchor? couldn't you see my pain, my torment! why wouldn't you release us?" Tears streamed down
his face now as he raged to be free.

"We couldn't, we couldn't understand what happened and couldn't predict what would happen if we
did anything, It could have caused a cataclysm, we just didn't know!"

"But you-"

"STOP! both of you!" they both turned and stared in surprise as Twilight stood panting and glaring
at both of them, "I don't know exactly happened back then but we have a more urgent problem, here
and now. My friends have been taken by changelings and we need to save them!"

Both of them stared at her then looked back at each other, slight embarrassment could be seen on
their faces. "But....." Reef started.

"No buts, what would Joi think right now if she was here? you assaulting the Princess, while three
innocent mares were in danger that you could help save." Twilight lectured.

Reef hung his head and was slowly settled to the ground, Twilight watched him warily, but he seemed
to not be planning another charge.

"Now Princess, what were you saying?"

Celestia stared in a moment in awe at how her student had took charge of the situation, "Oh, yes, I
was saying I didn't send a letter."

"You didn't? but Spike brought it to me, how...." Realization dawned in her eyes as they fell on the
captive changeling.

"What do we do now? and what are you doing here Princess?" AJ asked hesitantly.

"I came cause I saw Twilight was here and was hoping to finally find out everything that's going on."

"I think I can help you with that Princess." Twilight said and updated the Princess on all they had
learned so far.

"This is very troubling, I had hoped that what happened at the wedding would be enough, but this
has gone too far." Princess Celestia said in a contemplative voice.

"What should we do?" Twilight asked carefully.

"Twilight you and your friends, need to go get the others back, Reef, I really am sorry, but could
you please set aside our differences till this is over, I promise you your confrontation later. Now
though I think your the only pony that could get Twilight and her friends to the changeling realm
safely." Celestia carefully addressed the unicorn stallion, who had laid where he was silently, till
now.

Looking up, he slowly nodded. "Alright, but this isn't over."

"What are you gonna do Princess?" Dash asked anxiously.

"The queen can no longer be ignored, I'm going to gather my troops and drive her far away. I
didn't want it to come to this, but she forced my hoof and now we go to war."
_________________________________________________________________________________

Twilight glanced behind her again, even though she knew her friends were still there. But she
couldn't help but be nervous, they were sneaking down a corridor deep inside the mountain
where the changeling queen had made her hive. Being sure Dash, AJ and Reef, all wearing dull
traveling cloaks to hide their bright coats, were still following behind her, helped to quell some of
her anxiety.

Only four ponies to go and rescue their friends, she remembered the argument back at the library
as they tried their best to get Trixie to help. Unfortunately Trixie refused, "Trixie already got your
friend back and have done all Trixie agreed to. Besides the great and powerful Trixie does not go
on suicide missions!" After she stomped her hoof down nothing could get her to change her mind.

Twilight fervently hoped Trixie had been wrong, she really believed they had a good chance of
pulling this off, 'after all we've gotten this far, haven't we?' Twilight thought to herself. It was quite
an accomplishment, they had traveled almost halfway across Equestria, taking the train. They
got off in Dodge City and had to travel by hoof the rest of the way down to the badlands. Finally
reaching the mountain filled with changelings.

Close enough now to not be a strain on him, Reef shadow walked them into the chamber he had
stayed in. The corridors and rooms around it seemed deserted and Twilight was conflicted whether
she hoped or not, that the reason it was empty was cause the Princess had caused a distraction
with her arrival. Could Celestia have already assembled an army and be down here already? Twi
wasn't sure, but doubted it.

Most of the chambers they passed at first seemed to be living quarters, she was surprised at how
nice and comfortable they looked. She'd always imagined they lived in barren caves like bats, now
she realized how silly that had been, why wouldn't they live and enjoy things like ponies did? Just
because they were monsters to her, didn't mean they were. Despite herself, she began to feel
curious what changelings were really like, when they weren't attacking and terrorizing ponies.

The whole place seemed to be illuminated by green stuff that glowed, it was smeared all over the
ceilings. It was hard to tell if it was some kind of moss or something the changelings made, what
ever it was she decided she might not want to know the answer.

So she set aside her curiosity and concentrated on the task at hand. Lucky for them the changelings
constantly made buzzing noises here, giving them all plenty of time to find a hiding place, when one
of the few they saw down here came by. They were slowly making their way down, not sure where they
were headed, but Twi felt confident this was the right way. The room and corridors and chambers
became more basic, with little work crafted into them and the others agreed with Twi, that this was the
most likely place for a dungeon.

Finally they were rewarded with proof, that her assumptions were right. On both sides of the corridor
they had just reached were chambers with barred doors, about a third of the way down they found
rarity in a cell to the left. She had been stuck up on the wall by some green slime, more covered her
mouth. Not bothering with the lock, Twilight teleported in and cut off the slime with her glowing horn.

Landing on the floor, Twilight helped Rarity up and getting the rest of the slime off. Twilight shushed her
thank yous, quickly giving Rarity a update of the situation and conveying the urgency that they hurry
on. Determined now, they all hurried on till near the end they came upon Pinkie Pie. Her hair had gone
limp and she looked miserable, but as soon as she saw Twilight it poofed right up, popping her off the
wall, landing she bounced around happily. Twilight quickly was in and out of the cell with Pinkie. Relieved
as she got the slime off Pinkie's mouth, that the excitable pony seemed to comprehend the gravity of
the situation and stayed quiet except for joyful shouts under her breath.

In the next corridor they found a larger cell, that looked like it could hold an elephant. "That's funny, why
did they need to use such a big cell to hold Fluttershy?" Pinkie asked bouncing around the group.

"Doesn't matter, lets go get her." Twilight said looking at the far side of the room where she saw a
trembling yellow form up on the wall. So they could make their escape from inside, Twilight used her
magic to open the lock and they all went inside.

"Wow this was pretty easy," Dash said as they got all the slime off Fluttershy.

"It was, wasn't it?" Came a mocking voice from the door.

Chptr 8

"Chrysalis!" Reef growled as they all turned to see the changeling queen enter, with about ten
of her children, It was hard to get an accurate count as they kept moving over each other as
they approached the ponies.

"Reef, get us out of here!" Twilight yelled.

"Don't worry I'll take care of her, here! just stay out of the way!" He yelled, he reached back
and getting a good grip on his saddlebags, threw them over to Twilight. With that done he
turned a hateful glare on the Queen.

"Oh my, how confidant are we? you really think your a match for me pony?" The Queen said
haughtily, "Get the others! I'll deal with this ungrateful wretch."

As the changelings ran past him, Reef tossed off his cloak and pawing the ground with his
right front hoof, prepared to charge. the queen just smirked at him, daring him to do his best.
His horn glowed and seemed to take on a shiny gleam on its surface, with a yell he dug his
legs in and shot forward. Chrysalis braced herself and prepared to repel him as he came at
her, surprise ran through her as he shot past her to the left and disappeared into a shadow.

Slight movement to her right caught her eye and just in time she backed up and his horn
missed her, but she still took his shoulder to her chest, gasping at the impact. Reef didn't
stop, plowing right ahead to disappear into a shadow again. Now looking a bit nervous, the
queen's eyes darted around the room, trying to find where he'd come out next. From her right
flank he charged and using her wings she dodged out of the way, unfazed he continued on
into another shadow.

"Come now Reef, is this really how you treat the one who saved you?" Chrysalis said, a
slight quiver of unease in her voice.

"Saved me! your the one who did that to me in the first place! did you really think I wouldn't
find out? I already told you at our last meeting, I know all about your little saboteur." His
voice seemed to bounce off the walls, coming from all directions.

"I didn't mean for that to happen, my child was only supposed to cause a slight failure,
nothing major. He disobeyed orders though and took things into his own hands, it wasn't
till much later that I discovered what he had done. As soon as I did though I worked hard
to get to you and undo the wrong." She said in an apologetic tone.

"LIES!" he shouted as he charged her right side, she quickly brought back her head and
lowered her horn to parry his, but he suddenly stopped and swiveled, bringing up his back
legs to buck her hard on the upper side of her back leg. There was a slight cracking sound
and she let out a hiss of pain.

"Your minions would never disobey you! you planned that all along and when you found out
I'd been abandoned you came to retrieve something that you thought might come in handy
later. Well how'd that turn out for you?" He shouted back in a taunting voice as he vanished
again.

Gritting her teeth at the pain in her back leg, she tested it and was relieved to find it still
worked. Glaring around the room, she caught sight of him charging her flank again. Moving
away quick she drew back her legs quick and landed a buck square on his side as he shot
past behind her. He was launched off the ground and fell with a grunt Ignoring the pain, he
got up and slower than before jumped into a shadow.

"You can't keep this up forever, your getting tired already I can tell. You won't last long." The
queen said in a condescending voice.

"Long enough to get you!" He shouted back. He ran at her from the right, only to ignore her
as he ran by, almost instantly coming from the back, another feint. Her head was spinning
as he came at her over and over from all directions, each time, diverting at the last moment
to disappear again.

The slightest sound gave her warning as she quickly dropped and rolled to her right, coming
back up instantly as he fell from above her. His horn went into the ground right where she'd
been a moment ago, He immediately braced his legs to pull it out. Grabbing the opportunity
as soon as it presented itself, she brought down her head and slid her horn into him, just
behind his front leg. Letting out a gasp and jerking back his head from the attack, his horn
came free and he stumbled back. She turned her head twisting her horn inside him as it slid
out and he fell on his untouched left side.

She came to stand over him, blood running down her horn and pooling on her forehead, his
breaths came out in painful gasps. "Fool! did you really put your faith in getting your revenge
in a one on one fight with me?" She said scornfully.

"No," he said, cut off by a coughing fit, blood flecked around his muzzle and stained the
floor in front of him,"I counted on them to finish you!" He laughed past another coughing
fit.

"What!" she said in dawning horror as she turned to see all her changelings lying around
unconscious and Twilight and her friends just finishing putting on the Elements of Harmony.
"No!" she screamed at them.

With a confident smile on her face, Twilight turned to the face the queen, her friends forming
up behind her. As the queen watched in growing horror, the Elements began to glow and pulse
power. As Twilight's eyes became a brilliant shining light, the others moved towards her and
the changeling queen backed up in fear.

"Oops sorry about that, ha how clumsy can I get." Pinkie said as she accidentally tripped
momentarily powering down the Elements.

"Ready now?" Dash exclaimed impatiently as they all looked at Pinkie with a mixture of
exasperated and annoyed looks.

"Yessirree lets do this." She shouted happily and the process resumed.

"Good-" Twilight started to say as they turned back, just in time to see the back of Chrysalis
disappear down the corridor outside the cell.

"Pinkie you let her get away! c'mon we can still catch her!" Dash shouted as she dove for the
open door.

"No Dash! we need to get out of here, we can't risk running into more changelings, than we
can handle." Twilight shouted stopping the pegasus in her tracks, then in a softer voice, "besides
Reef is hurt and needs help."

They all rushed over to the collapsed unicorn, "C'mon hurry, we need to get you out of here."
Twilight said looking down at him in concern.

"Its too late for me, but I have enough strength to open a way out of here for you all." he said
as his voice grew weaker.

"No we're not leaving you!" Twilight shouted, "Dash, help get him on AJ's back, we're all getting
out of this, whether we want to or not!" a small tear ran down her cheek, as she looked down
at him.

He saw a look in her eyes and knew that she had her mind set and nothing would change it, so
he stayed quite, only letting out a gasp of pain as he was lifted onto AJ's back. "Sorry about the
blood," he got past his coughing, as her coat was soon covered in it.

"Don' think nothin of it, I'm just glad I can help." AJ answered in a forced cheerful voice.

Rallying the strength he had, Reef's horn glowed and he nodded at them. Together they stepped
into the shadows and came out under the overhang where they had first hid to observe the hive
before they entered. As they stepped out, AJ stumbled and Reef rolled onto the ground. "Ahm
sorry, are you ok?" AJ asked in a panic as they all hurried over to check on him.

He waved them back with a weak shake of his right hoof, "Its ok, its all gonna be ok." he said as
they looked down at him in concern, coughing again he looked up with a sad smile on his face
looking right at Twilight, "I'm glad I got to see you one last time, Joi."

"Why's he calling you that," Rarity whispered to Twilight.

"Ssh Rarity, he lost a lot of blood, he's hallucinating a bit, we need to get him some help fast."
Twilight explained as she fought back tears, she moved forward but stopped as he spoke again.

"Listen to me Joi, its too late. no don't say anything, this is the way it needs to be. I just want
you to know its not your fault, there is nothing you could have done. Please live your life and
enjoy yourself, don't mourn me and let me hold you back. Always remember I love you and I'll
keep an eye on you, where ever I am, so I'll know if you don't. Good bye, my love." before they
could react, his horn began to glow and with a surge of energy he rolled over and disappeared
into a shadow.

For a few moments they stood stunned, staring at the empty spot, trying to come to grips with
what just happened.

"He's gone." Dash said in disbelief, breaking the silence.

"No! we can find him! we have to help him!" Twilight suddenly shouted, running forward and digging
frantically at the shadow, tears running down her face.

"Sugarcube we can't find him, he could be anywhere and we need to get out of here. The queen
could come after us any minute now." AJ consoled her gently, her own eyes misting up, as she
pulled the lavender unicorn from the spot.

The analytical side of her brain taking over, Twilight managed to pull herself back together, "Your
right AJ, come on girls, we need to let Princess Celestia know we made it."

It was a somber group that made their way out of the badlands, but they'd managed to cheer
each other up a bit by the time they finally made it back to Dodge. As they got onto the train,
Twilight looked back over the horizon and made a promise to live her life to its fullest, even if the
promise was meant for somepony else.

The End

Epilogue (optional)

The six friends looked down at the tombstone marking the empty grave.

"It really does look rather nice, I'm sure he would appreciate it." Rarity said thoughtfully.

"Yeah it is," Twilight agreed absently,"and I know its where he'd want to be."

The others agreed quietly, then Twilight lowered the black saddlebags into the grave and they
all made their way out of the graveyard.

Here lies Reef Ti
From the shadows of history he came
and to the shadows he returned.

Beside the the grave was another

Here lies Joi Rah

Devoted friend

Faithful to the very end
_____________________________________________________________________________

Back in Ponyville the friends went their separate ways after promising to meet up the next day.
Pinkie hopped along happily greeting ponies as she made her way to Sugarcube Corner.

"Hi Mr. and Mrs. Cake." she called happily as she entered through the front.

"Well hi there Pinkie, good to see you back, I trust the trip went well?" Mr. Cake asked.

"Your ok dear right?" Mrs Cake asked after her husband finished.

"Yessirree, everything is great! I just need some rest." Pinkie said excitedly, headed for the stairs.

"Ok dearie, see you in the morning." Mrs Cake called after her.

In her room Pinkie went over to her mirror, a slight glow appeared in her puffy mane and her
reflection started to distort, till it came back into focus. Chrysalis stared out of the mirror at
her.

"Did it work?" she demanded.

"Yes my queen, they have no idea whats going on."

"Good what about the other thing?"

"Yes I felt it, it was working and the power was rushing through me. As long as you control her
I can control the element just as you planned."

"Excellent keep up the good work." Chrysalis said as a wide grin split her face, she shifted a bit
and three slimy green cocoons could be seen hanging behind her with familiar shades of pink, yellow
and white in their murky centers.

To Be Continued?

May write a sequel sometime in the future, lmk if you want me to.

Thanks for reading my story, hope you liked it. My next one is in the works but will be quite awhile
before I'm ready to post the first chapter.