Elements of Chaos

by Incredible Blunderbolt

Rating: teen
Tags: Princess Luna, Original Character, My Little Pony: Friendship is Magic, Comedy, Romance, Adventure, Princess Celestia, Dark, Sad, Main 6
Length: 52795

History is written by the victor; this is a fact that everyone knows. What no one knows though, is that the Princesses have a secret: a deep, dark, terrible secret that could very well doom Equestria. Millennia ago, an evil king ruled the land known one as the Equestrian Empire. With the help of his right-hoof Draconequus, King Eclipse enslaved millions, toppled governments and stole entire countries... until they were defeated by Celestia and Luna, and Eclipse was erased from history.

History, however, has a way of repeating itself. Eclipse has returned, and now seeks vengeance for thousands of years of imprisonment. Join Twilight Sparkle and her friends as they search for their missing leaders, uncover traitorous plots, and seek to defeat an enemy they know nothing about...

Published 2012-02-01 21:48:17 UTC
Last updated 2012-07-01 20:46:13 UTC

Act 1: Chapter 1

Elements of Chaos
Act 1
Chapter 1

“HA-HA! Do it again! Do it again!” the pink pony begged, giggling uncontrollably. A gray pegasus set down her punch glass and smiled.

“Well, okay Pinkie; only for you.” Pinkie Pie felt her heart begin to race as her friend blew on a stray piece of yellow hair, revealing her shining golden eyes. “Here goes...”

Anticipation built in the pink mare as the gray pony’s face went blank. Then, suddenly, the golden eyes began to move away from each other, making Pinkie’s friend look quite goofy. Once her eyes were as far away from each other as they could possibly go, the pegasus sang in the silliest voice she could muster; “Ding!”

Pinkie Pie fell out of her seat. On pure instinct, she grabbed the table cloth for support. Pinkie hit the floor and the items on the table poured onto her, dragged along by the table cloth. Breathing heavily, Ponyville’s premiere party pony rose back above the table. “You’re a riot Derpy!” she laughed.

“Thanks, Pinkie!” The pegasus said happily. “Nice hat by the way...”

“Huh?” The party pony looked up. Sweetie Belle’s birthday cake sat upon her head, the frosting decorating her face and mane a light purple. “Oops.” The friends only laughed harder as a festive pink candle dropped off the top of the cake and rolled across the floor. “Look! My mane’s falling out!” This sent the duo into another torrent of giggles.

“I guess we have to make a new cake, huh?” Derpy asked once they’d calmed down.

Pinkie shook the baked confectionery from her mane. “Mm-hmm, but first we have to clean up. We can’t throw a party if the place looks like this!” She gestured to their surroundings.

All of Sugarcube Corner was coated in layers of baking ingredients; cinnamon dusted the cooking utensils, sugar lie in large piles on the floor, and flour decorated every available surface. This is going to take awhile to clean. We probably should’ve skipped the flour fight... Pinkie thought. Oh well, it was fun!

The pair had been baking all morning in preparation for Sweetie Belle’s birthday party; cupcakes, cookies, fudge, and Derpy’s personal favorite: muffins. The crown jewel was the three-layer birthday cake that now sat on Pinkie’s head. It had taken over four hours to mix, bake and decorate, now they would have to start from scratch. It was all right though. After all, it wasn’t every day a young filly turned ten years old! Besides, Pinkie Pie loved to bake. In fact, the only thing she loved more than baking was baking with Derpy Hooves!

“Say Pinkie Pie, what time does the party start anyway?” Derpy asked, cleaning off the counters with a wet towel.

“Around five, why?” The pink pony replied, gathering up the loose ingredients on the floor.

“I was just wondering if we’d have enough time to make a replacement cake for Sweetie Belle.”

“Of course, silly filly! There’s a backup cake in the oven!” Derpy looked over to her friend, confusion evident on her face.

“There is?”

Pinkie Pie looked up from the flour castle she was building. “Well, duh! I always make a backup cake for birthdays!” She said proudly, “I have to keep my perfect record for party punctuality!”

“But I don’t remember-”

“Details, details...” Pinkie said, waving off the comment. “Look, I’ve got a beard!” The baker pony sat up, showing off her flour Fu Manchu.

The pegasus gave Pinkie a bemused look before returning to her cleaning. What was that about? Pinkie thought. Man, some ponies sure can be weird!

[X] [X] [X] [X] [X] [X] [X]

A cyan pegasus watched the lavender unciorn’s eyes close, while the horn protruding from the latter’s forehead began to glow brightly. A few hushed moments later, the apple tree before them exploded into a ball of purple flames and smoke. “Woah, Twi!” Rainbow Dash said excitedly. “That was awesome!”

Twilight Sparkle gave her friend a very irked look. “It wasn’t supposed to explode, Rainbow.”

Rainbow Dash cocked her head to the side, confusion evident on her face. “It wasn’t?”

“No, it wasn’t.” Twilight said surlily. “I was trying to increase the bloom speed of the apples on this tree.” As if to emphasis her failure, the burning tree fell to the ground with a loud crash. “Have you even paid attention to anything I’ve said today?”

“Uh... yeah?” The pegasus laughed nervously and turned away to hide her blush. In truth, she really had tried to listen to her friend, but the specifics of unicorn magic were nowhere near as captivating as the way the breeze gently blew against Twilight’s dark purple mane.

“You know Rainbow, you don’t have to be here if you don’t want to be.”

“No!” Rainbow said, probably a little too quickly. Catching herself, she continued. “I mean, I don’t want to miss any more tree explosions.”

Twilight stamped her hoof on the ground and released an indignant huff. “Why did you even ask to run this experiment with me if you’re not even going to listen to what it’s for?”

Oh she just had to ask, didn’t she? Thinking fast, Rainbow Dash came up with an excuse so brilliant she should have been named liar of the month. “Because I was bored.” she said, nonchalantly striding over to the fallen log. The violet flames danced around to an inaudible tune, slowly eating away at the tree and releasing smoke into the sky. “Really Twi, if it’s a choice between flying around bored all day or watching you blow up Applejack’s trees, I’ll run experiments with you until the cows come home.”

“Blowin' up what now?” An orange mare said, walking up behind Twilight. She looked over to Rainbow and the burning tree. “Land Sakes, Twilight!” the farmer gasped. “Ah said you could run yer weird experiments on one o’ mah trees to make it bloom faster, not blow it up!”

Applejack pushed Rainbow Dash to the side so she could see the fire as Twilight released an angry growl. “I didn’t mean to Applejack! I did say it was an experimental spell. I also said that there was no telling for sure exactly what it would do!” It was true, Rainbow Dash could back her up. After all, they’d spent hours going over those stupid ‘Experimental Magic Safety Rules’ Twilight had made up. Not that Rainbow had really listened to them of course; the breeze had fixed that problem.

The earth pony stared at the flames. “Y’all killed Larry!” She shook her head in disappointment. “But... Ah did say you could try yer spell on it, so Ah guess it’s mah fault.” She looked up at Twilight. “Ah’m sorry Twilight, Ah don’t mean tuh yell... Ah guess Ah’ve been on edge a bit since...” her voice drifted off, but Rainbow Dash knew where Applejack was going with her apology.

“Aww, that’s okay A.J.!” Rainbow said, slapping Applejack on the back with a hoof. “We all miss Granny Smith! I’m sure Twi understands.”

“Rainbow!” Twilight reproached the pegasus with a stiff glare.

Rainbow Dash shifted uncomfortably under the harsh gaze. This wasn’t exactly the kind of stare she wanted to elicit from the unicorn. “What? What’d I do?”

What had she done wrong? She’d played peacemaker, hadn’t she? Helping Applejack with her apology and even assuring her that Twilight meant well; wasn’t that a good thing?

“No, it’s all right Twilight.” Applejack said somberly. “But Ah halfta um... clean the hayloft in the barn. The mice are gettin’ a mite troublesome.” She cantered off towards the large red building off in the distance.

Once again, Rainbow Dash found Twilight shooting daggers at her. “What?” she said, shying away from her.

[X] [X] [X] [X] [X] [X] [X]

Applejack trotted off towards her barn, or, as it had become lately; her fortress of solitude. She just wanted to be alone right now. Rainbow Dash- Celestia bless her, she was only trying to help- had opened up all of her feelings from last week’s events.

It wasn’t like it was any huge surprise or anything, Granny Smith was old. Very old. She obviously wouldn’t have lasted much longer, even had she survived the heart attack, but Applejack was still just as stunned as she had been on that morning last week. All of her life, Granny Smith had just been there, she’d never really given it much thought before.

Sneak home from school early and get caught? Granny Smith would talk Mom and Dad from taking you back. Fall from an apple tree and bump your head? Granny Smith would make it better with a cookie and a hug. Having trouble dealing with ponies? Granny Smith always knew just the right words of advice to say. She couldn’t just be gone; she was always there.

As Applejack made her way down to the barn, a loud, echoing crash tore her from her thoughts. At first she thought it was another of Twilight’s failed attempts to magic her trees- she never should have agreed to that- but it had come from the clear opposite direction, the barn.

Breaking into a gallop, Applejack made her way down to the barn and pulled the door open. The sight made her gasp in horror.

The hay loft’s support beam had snapped while her brother had been storing apples, and now Big Macintosh lie under a heap of iron tools and hay bales. All Applejack could see were his large hooves sticking out from under the pile. “Somepony get a doctor!” she yelled, rushing to the red pony’s side.

Applejack shoved a few tools and a bale of hay over to uncover a bloodied face. “C’mon Big Mac!” She pleaded aloud. “Not you too! Ah can’t lose you too!” She cursed herself, she knew that she should’ve given Rainbow lease to smash this barn down as well, it was too old. But no, Big Macintosh had wanted to keep one up for storage until the other one was replaced. Now look at what’d happened!

Three ponies rushed in a few moments later. They saw the pile and then the crying earth pony. “Caramel, go get Nurse Redheart!” Twilight exclaimed. “Quickly!” The sandy yellow pony bolted out of the door and off to town. “Rainbow, Applejack, stand back. I’m going to try to get all of that stuff off of him.”

Applejack felt a tug, then found herself being dragged out the door by her cyan friend. “C’mon A.J. You don’t want to see any more of this.”

A purple glow flowed out of the barn door and soon multiple pieces of equipment that had once sat upon her brother were being flung out of the building with extreme prejudice.

A couple of hours later, Applejack paced back and forth in the hospital emergency room. Twilight, Fluttershy and Rainbow Dash had been with her through for whole wait- Pinkie Pie had shown up earlier to commiserate Applejack before finishing up preparation for Sweetie Belle’s birthday party. A party Pinkie Pie seemed less excited about planning now.

The door burst open and a white mare ran into the hospital. Breathing heavily, she approached Applejack. “Oh Applejack!” Rarity exclaimed, throwing her legs around her friend’s neck. I just heard the news, I’m so sorry!” Releasing her grip, she continued. “I just got back from Manehatten a few minutes ago, Pinkie Pie told me that Big Macintosh... Will he be all right?”

Applejack studied the ground worriedly. “Ah don’t know, Rarity. They ain't said nothin'.”

Rarity looked around to see her friends sitting down. “It’s good to see you again, girls. I missed you while I was away; I just wish our reunion was under better circumstances.”

A few minutes of awkward silence passed before Rainbow Dash said, “He’ll be okay A.J. Big Mac’s as tough as they come!” The other mares all nodded in mutual agreement.

Applejack hoped that her friends were right, she didn’t even want to think about the alternative. That would be hard enough on her, but she couldn’t imagine the pain it would put their little sister Apple Bloom through. Applejack had even decided to let her live a few more hours of blissful ignorance instead of getting her from school early.

A few more minutes passed before a door opened down the hall and a white pony with a nurse’s hat approached the group. “I have great news.” Nurse Redheart smiled. “With only a few lacerations and some broken bones- he will need bed rest for a few weeks, mind you- Big Macintosh is going to make a full recovery!”

“Oh, thank Celestia!” Applejack cried, for she had been fearing the worst. With the sight of all that blood staining her brother’s coat, the situation hadn’t looked all that good for the stallion. The orange mare didn’t know what she would have done if she’d lost Big Macintosh and Granny Smith only a week away from each other. Apart from losing her loved ones; Applejack wasn’t sure she was ready to handle all of the responsibilities of running Sweet Apple Acres, let alone the task of raising Apple Bloom by herself!

“We’re just patching him up now and he’ll be ready to go home and get into bed.” Nurse Redheart explained. “A few broken ribs won’t hold Big Macintosh down for very long though, so I’m sure he’ll be up and about soon.”

Twilight offered the question on everypony’s mind with a curious glance at the doctor. “Exactly how soon is soon, Nurse Redheart?”

The white pony studied her clip board and said, “He should be ready to get back to work around November.”

“November?” Rainbow Dash spluttered, rising from her seat. “But that’s two months away!”

“Now now, Ms. Dash,” The nurse said patiently. “Certainly you, of all ponies, knows how long it takes for bones to get back into tiptop condition. Big Macintosh is lucky a few broken ribs are the worst of his injuries, from what you girls told me.”

“So... he’ll be fine ‘round November? Like, completely healed?” Applejack questioned once again.

“Good as new.” Nurse Redheart confirmed. “Actually, he’ll be ready to head on home in a just few minutes.”

True to her words, a heavily bandaged Big Macintosh carefully limped down the hospital hallway accompanied by Nurse Tenderheart. After a few agonizing moments, the large red pony stood before them. “Hello.” He said, wincing slightly at the pain of speaking. He looked around the room. “Apple Bloom’s still at school?” Applejack nodded her answer. “Good, I don’t want anypony missin’ anything on mah account.”

After some thank-yous and goodbye’s, Applejack found herself walking home with her older brother in tow. “Are you okay, A.J?” he asked after they got out of Ponyville.

“Yeah... yeah, Ah’m fine.” the orange pony answered, looking down at the ground.

Big Macintosh stopped walking and pulled her eyes up to meet his. “Hey. Ah know this whole ordeal scared you, but Ah’ll be okay.”

Applejack’s eyes narrowed at the statement. “That’s not all you wanted tah say, is it?” The red pony nodded.

“What happened today Applejack...” he said carefully. “It made meh realize that Ah won’t be around forever. In fact A.J., I could up’n leave at any time. You need tuh be ready fer that, just in case.”

“You’re not goin’ anywhere anytime soon, Big Mac. Don’t you dare talk lahk that!”

“Accidents happen, sis. If need be, you have to be ready to run the farm, to raise Apple Bloom, to take care o’ yerself.”

Applejack had just opened her mouth to give Big Macintosh a piece of her mind when another voice broke through the silence. “Big Mac! Applejack!” A small yellow filly ran up behind them, the red ribbon tied into her mane waving in the breeze. She reached her siblings and took a long look at the larger of the two. “What happened to you, Big Mac?”

“Nothin’ worth worrin’ ‘bout Apple Bloom.” The eldest pony said. Apple Bloom furrowed her brow and studied her brother for a long moment.

“Are you sure?”

“Eeyup. Now you two’d better hurry on up if’n yer gonna get tah that party.” Applejack recoiled and shot Big Mac a glare.

“What? Big Mac, y’all can’t be serious!” What was going through this pony’s mind? He could barely walk straight and he wanted the only two family members he had left to leave him on his own?

“You heard me, sis. Ah’ll be okay, Ah can take care o’ mahself jus’ fine.”

The young filly looked from her brother to her sister, confusion evident on her face. “What’s goin’ on here?”

Applejack tore her eyes off her brother and turned back towards town. “Nothin’,” she growled. “Let’s get on down to Sugarcube Corner, Apple Bloom.”

Applejack watched her sister run with her friends around the room, giggling and excitedly taking turns tackling each other to the ground. “Y’all be careful!” She shouted over the music. “Y’all could hurt somepony!” Like most young children, the Cutie Mark Crusaders completely ignored her and continued sliding under the tables in their game of tag.

“Aw, lighten up Applejack! It’s a party! Let ‘em have some fun!” Pinkie Pie cheered next to her.

“Ah know, but Ah don’t wanna see anypony else get hurt today.”

The pink pony studied her friend carefully. “I know silly!” she said. “But you can’t hover over Apple Bloom like that, she wont like it!”

Applejack turned and studied her excitable friend, she hadn’t been expecting something so deep from Pinkie Pie of all ponies. Before she could answer though, the pink mare took off to start a game of limbo with the other partygoers.

Shaking her head, the farmer made her way across the dance floor and out the door. The night air felt cool and damp against her fur. Sitting down just outside the door, Applejack looked up at the moon and sighed. A little bit o’ party goes a long way. She thought. It was nice to once again be outside, if only for some fresh air.

Something about the night always made her feel peaceful; calm, serene even. However, tonight it was different. Applejack got a strong sense of foreboding as she looked up at the large white moon. The feeling didn’t last very long though, because behind her, a ruckus could be heard inside the bakery. The door opened violently and Rarity tripped over Applejack as she stomped outside.

Shaking herself, the white mare stood back up and glanced back to see what she’d tripped over. “Oh,” she said, noticing the other pony. “My apologies Applejack, I didn’t see you there.”

“S’okay Rarity, I shouldn’tah sat in front o’ the door like that.” Applejack watched as Rarity dusted herself off and took a seat beside her, mumbling about the nerve of some ponies. “What happened?”

Rarity scowled, as if remembering something unpleasant. “Caramel asked me out.”

Is that all? Applejack wondered. I wish that was the least of MY worries! Letting out an exasperated sigh, the orange pony voiced her opinion. “What’s wrong with that? He’s been sweet on yah fer ages.”

Rarity shook her head. “You wouldn’t understand Applejack.”

“Try me.”

“Well...” The white pony began, starting to pace across the walkway. “I can’t date Caramel, he’s... he’s... well frankly, he’s a boor. I need somepony that’s refined, somepony who has class. Caramel... well, he isn’t either of those.”

“How do you know that? Caramel’s nice enough, forgetful at times, but he means well.”

“He may mean well Applejack, but love is more than meaning well. A stallion has to have class, he needs to be able to provide for his mare.” This didn’t sound anything like the Rarity that Applejack knew. Was she saying that she wouldn’t give Caramel a chance because he didn’t have any money? Deciding she didn’t like the way the conversation was going, the orange pony turned around to go back inside.

“Y’know Rarity, money ain’t the same as class.” she said as she opened the door. Just as she was about to step forward back into the bakery, a chilling voice forced her to stop.

“Hold, fair Applejack.” The cowpony knew that voice. What would she be doing here? A quick glance behind herself confirmed Applejack’s fears. A dark blue alicorn stood before her, flanked by her ever present guard.

“Princess Luna?” The princess nodded and stepped into the moonlight.

“I must speak with you and your friends.” she said quickly. “‘Tis an emergency.”

Act 1: Chapter 2

Elements of Chaos
Act 1
Chapter 2

Twilight Sparkle walked quickly beside her teacher’s sister. The only pony whom walked near the duo was the large white stallion who’d arrived with Luna. Twilight’s friends trailed behind them at varying distances. Luna led them to the town park and into the privacy of the woods where owls hooted in the darkness and squirrels scampered amongst the leaves. “Princess Celestia’s been kidnapped?” The unicorn still couldn’t process the words the Princess of the Night had said upon gathering them. “I don’t understand... Who would do such a thing?”

Luna paused for a moment and waited for the others to gather around. After an anxious Fluttershy had made her way through the bushes, the princess began to speak. “I believe my sister once told you the about Discord.”

“Yeah, we kicked his butt like a month ago.” Rainbow Dash interrupted. “Why? Is he back?” Twilight knocked her hoof off of the pegasus’s foreleg. “Ow! What was that for?” she cried indignantly.

“Don’t interrupt her, Rainbow!” Twilight whispered hastily. To Luna she then said; “Yes she did Princess, why do you ask?”

The ruler of Equestria looked uncomfortable with so much attention focused on her, but she continued nonetheless. “Unlike my sister, I am not very good at explaining things.” she began. “But I do not believe she told you the full story. You see, long ago, Discord had a master. An evil King named Eclipse who ruled Equestria with an iron hoof.”

“Wait... what?” A confused Applejack questioned. “Ah ain’t never heard o’ no Eclipse.”

The Princess shifted uneasily. “‘Tis not common knowledge, Applejack. In fact, this is one detail we purposefully left out of the history books.”

“Why is that?” Twilight asked. She didn’t understand why her teacher would do such a thing. History was filled with cruel ponies who’d risen to power and then subsequently toppled from their thrones. Why should this Eclipse guy be any different?

“We have our reasons...” Luna said evasively. “Suffice to say he was one facet of history that was better off forgotten.” She straightened and continued her story. “Long ago, Eclipse sat upon Equestria’s throne and ruled over everypony with a cruel authority. He lead his citizens to crush other countries and claim them for his own with an army of incredible power and overwhelming might.”

“Just what made this army so powerful, huh?” Rainbow again cut in. Twilight resisted the urge to kick her again. Rainbow Dash will be Rainbow Dash... she thought irritatedly.

Luna thought for a moment before giving her answer in a carefully monitored tone. “If you didn’t want to be a slave, you had to serve in his army.”

“Slaves?” Rarity exclaimed. “How ghastly!”

“Indeed, Rarity. Eclipse had slaves that were forced to serve under his indiscriminate whip. They built statues of him; monuments to his power. The very castle my sister and I live at in Canterlot was built from their suffering.” Twilight gasped. She’d lived in that castle for years whilst Celestia had taught her. How many of these slaves had been forced to build the rooms she’d so carelessly traipsed around in?

“What happened Luna? Did Discord take over?” This time, it was Pinkie Pie’s turn to interject.

“No,” she answered. “My sister and I defeated them eons ago when we discovered the Elements of Harmony. But I believe Eclipse has returned to seek vengeance.”

“Why do you think that?” Twilight asked.

“When I returned from my flight this morning I found many of our sentinels slain; including Celestia’s personal guard, Swiftblade.” The large pegasus snorted beside Luna. “Swiftblade was also the younger brother of my own guard, Cutlass.” she added sadly. “My sister herself was nowhere to be found. At first, I believed that it may have been an attack by some foreign nation, until it was brought to my attention that Eclipse’s cell was empty.”

Rainbow Dash pricked up. “You think he broke out?”

“I believe that Discord utilized his own escape to release Eclipse from his prison under the palace labyrinth. From what you told us, he spent an awful long time around that area.”

“So... what would you have us do?” Twilight questioned. This whole situation was getting harder and harder to accept, but she wanted to know where this discussion was leading.

“I must rule in Celestia’s stead while she is missing. I need you to search for my sister and investigate any leads you may come across concerning Eclipse’s escape. If he is behind this, he must be stopped.” Luna said grimly.

“W-w-what?” Fluttershy cried, hiding herself behind her mane. “No-no-no, we can’t do that!”

“Oh, quit being a fraidy-filly, Fluttershy!” Rainbow Dash exclaimed. “Of course we will, Princess!” Twilight had to hand it to Rainbow. It seemed that no matter the situation, the pegasus was always ready to go adventuring.

“No.” Applejack argued. “Fluttershy’s got a point. Some o’ us’ve got responsibilities. We can’t just abandon them!”

“But if Luna’s right, this may be the biggest responsibility ever!” Rainbow Dash groaned.

“What about Big Macintosh, huh? Whose gonna take care o’ him if Ah leave? Apple Bloom can’t, she’s just a filly!”

“Big Macintosh can take care of himself just fine, A.J.! You know that!”

“No, he can’t! He needs somepony to help him; he’s in no state to be on his own!”

“Quiet! Both of you!” Rarity exclaimed. “All of this arguing is not going to solve anything!” Turning to face the orange pony, Rarity’s voice changed to a soft, comforting tone. “Now Applejack, you know Big Macintosh can take care of himself. Whatever he can’t do on his own, I’m sure somepony in town will be more than happy to help him. We cannot simply ignore a job like this, I’m sure even you don’t want to.” The orange pony paused, and then nodded sullenly.

“Okay...”

“Do you have any idea where we should begin, Princess?” Twilight asked, breaking the silence.

The alicorn nodded. “You should begin your search in Hoofington. Captain Lionheart is leading the investigation there.” She looked over to her guard. “I would have you take Cutlass along for protection.”

The white pegasus jerked back suddenly, his eyes wide. “What?” He said in a gruff, throaty voice. “Your highness, I cannot simply leave you!”

“Aw, It’s okay Princess. We can handle ourselves.” Rainbow interjected, standing on her hind legs and lashing out at invisible foes with her forehooves. “We kicked Discord’s butt easily, we don’t no stinkin’ babysitter!” A murmur of general agreement emanated from the majority of those present.

The Ruler of the Night shook her head in exasperation. “Eclipse is not like Discord my little ponies, he does not play games. If he discovers you, he will kill you without hesitation.” Luna’s words echoed ominously in the night, sinking deep under Twilight’s skin. This was the first time in her life she’d actually thought about the possibility of getting killed.

“Luna if I leave, there will be nopony to protect you.” the stallion insisted. “My duties are clear-”

“Your duty is what I tell you it is, Cutlass.” she answered sternly. “You will travel with them; I have many more guards who can protect me.”

“Then have one of them go!” Cutlass roared, stamping a hoof on the ground.

“No.” she said, placing a hoof on his shoulder. “They must travel as light as possible. You are my best, Cutlass; my most trusted companion. I know you will not fail me.”

Twilight watched the large stallion’s face fall, obviously realizing that his boss was serious on this matter. “Luna, I cannot advise this-” he tried.

“Yet you will do as your Princess commands.”

The stallion lowered his head in defeat, breathing a heavy sigh, “Yes, my liege.”

Luna turned to face Twilight and her friends. “I must return to my duties at the castle, but do not hesitate to contact me if need be.” With one last look of reassurance she spread her wings and took off, flying quickly into the night sky.

The Princess’s sudden departure frustrated Twilight a bit; she was hoping she could talk to Luna afterwards. Princess Celestia had never hidden information from her, but it was all too obvious from the way she’d acted earlier that there was something the Ruler of the Night was not telling her subjects.

“You ever get the feeling you were being intentionally left in the dark?” Rainbow Dash gave voice to Twilight’s very thoughts. Despite the situation, the six friends giggled at her quip.

[X] [X] [X] [X] [X] [X] [X]

After Luna left, the seven ponies stood around in the dark, not saying much. Pinkie Pie just wanted to go home, back to Sugarcube Corner and forget about this big mess that had just been dumped into their laps. It wasn’t fair that they had to fix everything that went wrong in Equestria.

She knew it was selfish, but this wasn’t like the Discord situation, or even Nightmare Moon. Ponies had been killed; And not just any ponies either, but Celestia’s elite guards. How could they possibly hope to defeat anything like that- even with Luna’s guard, Cutlass?

“Well... now what?” Rainbow Dash asked, looking around the group. Soaring up into the sky, she pulled a loopty-loop and hovered over them. “Should we go now? I’m game!”

Twilight shook her head. “Not right now. It would be foolish to just take off for Hoffington in the middle of the night with no supplies.” she said. “Besides,” she added with a look over to Applejack. “Some of us have to talk to some ponies before we leave.” There were some murmurs of agreement amongst the friends. “What do you think, Cutlass?”

The large pegasus glowered at the ground. After a few moments, he released a growling answer. “I think we’re wasting time. We should have left by now.” He looked up and studied his new charges. “But you are not soldiers. Hoofington is at least a day’s run away. We should leave in the morning; when you are rested and prepared.” Without waiting for a response, the large pony began walking back to town.

“Wow, somepony’s cranky.” Pinkie Pie said. She never understood why ponies could get so upset over everything when there was so much that they could be happy about. They were going on an adventure, they were all together, it was Sweetie Belle’s birthday. Why did everypony always focus on the negatives? Oh right, there was that whole getting killed part... But still, Cutlass was being a meanie...

“Oh, I don’t think he means to be rude, Pinkie.” Fluttershy said quietly. “I’m sure he’s just upset because he’d rather be helping Princess Luna.”

“Well,” Applejack grunted. “Upset or not, he’s got a point. We should all git home ‘n git some rest.” With Applejack leading the pack, the six friends walked out of the park and back through the dark town, splintering off along the way.

Pinkie Pie stumbled glumly back into Sugarcube Corner, the party still in full swing. Looking around, her eyes instinctively picked out her favorite gray pegasus against the crowd of dancing ponies. All at once, a torrent of emotions threatened to take over her, some of them- like the anxiety of possibly never seeing her again- were new. Most of them though, were more of the same.

The pink mare couldn’t really figure out exactly when she’d started to have feelings for Derpy Hooves. It hardly mattered, really. The fact that she felt them now is what took precedence. Pinkie thought about her new duty, a dangerous mission to find Princess Celestia and an evil stallion named Eclipse. There was no guarantee that she was going to be coming back, was there? Even Luna had expressed fear of that.

Pinkie Pie watched Applejack and Rarity gather up their younger sisters from their game of tag. The young fillies began whining in protest, but stopped once they noticed the looks on the faces of the elder ponies. Once they’d said goodbye, Pinkie’s friends left Sugarcube Corner for home, presumably to inform their families of their new situation.

Pinkie Pie knew that she was supposed to get some rest for tomorrow, but there was no way she could go to sleep with the raucous ponies partying it up downstairs. After a few moments of serious contemplation, she decided she would let the party die at its own pace. There were so many ponies in the building having a good time that it seemed selfish to just tell them all to leave. Besides, what would she tell them?

It didn’t seem like anypony had even noticed the birthday filly’s absence. Derpy hopped around the dance floor, excitedly showing off her moves to those cheering around her. She seemed so happy, so unaware. Did she know that Pinkie Pie really liked her? More importantly; should Pinkie tell Derpy before she left town? Breathing out a heavy sigh, the party pony sat down by the pastry counter.

If she was going to tell Derpy how she felt, she didn’t have very long to do so. After all, the group had decided to depart for Hoofington first thing in the morning. Yet even with this motivation, Pinkie Pie felt her heart race ever faster at the thought of saying anything to the pegasus.

The two ponies were good friends- they had been since Pinkie had first moved to Ponyville- but how would Derpy react if Pinkie suddenly told her about her feelings? The last thing the pink mare wanted was rejection weighing her down on her journey. What if she didn’t come back though? Pinkie Pie had never been one for such pessimism, but the thought of never knowing if her feelings were returned was just as painful as that of being spurned.

Pinkie Pie leaned against the counter with her head in her hooves. What’s a pony to do? she thought dejectedly.

[X] [X] [X] [X] [X] [X] [X]

The shutting of the front door awakened Big Macintosh from his sleep. A.J. must be home with Apple Bloom, he thought. The sound of tiny hooves jumping up the stairs moments later confirmed his theory.

“Whadda ya mean ya halfta leave tomorrow?” Apple Bloom’s voice echoed outside of Big Mac’s door.

“Shh, Apple Bloom!” came the voice of his other sister. “Do y’all wanna wake up Big Macintosh?”

“But-” The filly’s voice was cut short by Applejack’s reply.

“Ah told y’all, Ah’ll explain in the mornin’! Now git tah bed, Apple Bloom!” The frustration in Applejack’s tone startled Big Mac. The orange mare was rarely so upset as to growl at Apple Bloom. Somethin’ must be wrong with her...

Big Macintosh wondered if their talk earlier was still bothering Applejack; and what was all this about her leaving? Ah, it can wait ‘till mornin’... There was no point in talking to Applejack right now if she’d decided to wait to discuss whatever it was that was bothering her.

Hoofbeats continued down the hallway and into separate rooms. A few minutes later, muffled crashes began echoing from the room furthest from him. Tossing his head back onto his pillow, Big Macintosh released a sigh of exasperation. He really was going to have to get up, wasn’t he? With a groan of pain, the red pony heaved himself up on his bed. Setting a hoof onto the ground sent a shot of pain flashing up his foreleg and straight into his broken ribs. Grunting, he brought the rest of himself off of the bed and onto his hooves.

The hard part complete, Big Macintosh made his way to the door and pushed it open with a hoof. Only one lamp remained burning in the house, casting a glow from Applejack’s room and down the hallway. A silhouette danced in the doorway repeating a pattern every few moments; lifting up objects at random, only to growl and toss them aside.

While limping across the hall, Big Macintosh noticed something new about his sister’s room; it was a mess. Somethin’s definitely wrong. he thought. Applejack’s room was always spotless; she cleaned it every morning before breakfast. Big Mac sat down in the doorway and tried to think of something to say to his distressed sister.

Applejack lifted a coil of rope off of her bureau and studied it for a moment. Growling once more, the mare threw it across the room where it unraveled and added to the pile of junk accumulating on her bed. Moving to lift something else, Applejack jumped at the sudden sound of Big Macintosh’s voice.

“Y’know, that rope ain’t no good, Sis. Too frayed. It wont last long if’n ya wind up needin’ it.”

Spinning around, Applejack’s face was a crazy combination of confusion, fear and anger. “Big Mac!” Her eyes narrowed dangerously as she approached the red pony. “Shouldn’t y’all be in bed?”

“Shouldn’t you?” The question seemed to stun Applejack. She plopped down on the floor and sighed deeply. “Now what’s this Ah heard ‘bout yeh leavin’ A.J.?”

Applejack turned away from her brother, but Big Mac managed to catch a glimpse of the grimace she was hiding. She strode quickly to her closet and began rummaging around in it, as if looking for something.

“A.J., Ah kin only help if yeh tell meh what’s goin’ on!” Big Mac groaned. He really didn’t want to play this game all night. “So please, what’s eatin’ yeh?”

The orange pony paused. Still staring intently into the closet, she broke the news. “Celestia’s missin’, Big Mac. Princess Luna wants mah help.”

Taken aback, Big Macintosh shook his head. She hadn’t really said what he thought she’d said, right? The very idea that the Sun Princess could go missing was unthinkable to him. “Come again?”

“Ah’m leavin’ with mah friends tomorrow mornin’ to find Princess Celestia, Big Mac.” Applejack said softly.

Moving slowly across the room, Big Macintosh sat down next to his sister. He wrapped a foreleg around Applejack. “But that’s not what’s botherin’ yah, is it?”

“No, that’s not it...” she said after a few moments. “If Ah leave, what’ll happen here? Yer all laid up an’ Nurse Redheart don’t want you movin’ ‘round too much.”

Big Mac felt the corner of his lip raise at her words. As much as his sister may love him, she seemed to have forgotten that he was more than capable of taking care of himself. “Ah kin make do.” he said reassuringly.

“Yeah, by gettin’ up against Nurse’s orders ‘n gettin’ yerself hurt again!”

“Ah’ll be fine, A.J. Ah ain’t gotten up all day. No need to. Besides, if Ah do need somethin’, Apple Bloom’ll be here.”

The orange mare just shook her head in exasperation. “Big Mac, yer outta bed right now.”

He had to admit Applejack had a good point. But Big Macintosh was never one to hold somepony back. The way Applejack was speaking, she really wanted to go on this trip. Who wouldn’t. Big Mac thought. Celestia’s been so kind to all of us ponyfolk, it’s time to return the kindness. Besides, he reasoned, Applejack acted confident, but she wasn’t entirely sure of herself. He had seen it in her eyes during their earlier discussion. Perhaps finding Celestia would help her realize just how important it was for her to learn that she was more than ready to run things herself, just in case- somehow- Big Mac bit the big one before he was ready to.

“Eeyup.” He finally said, releasing his sister. “But Ah can’t spend all day in that durned room.” Applejack’s eye’s glared at him as he made his way to the exit. Pausing for a moment in the doorway, he said the only thing he could think of. “Applejack; a pony’s gotta do what a pony’s gotta do.”

Without waiting for an answer, he walked out. “The good rope’s in the shed.”

[X] [X] [X] [X] [X] [X] [X]

A pink mare stood by a door and watched her guests file out of the bakery. One by one the amount of ponies in the building dwindled until only a few remained: drinking punch by the table or dancing to the last of Vinyl Scratch’s songs. The mare saw a gray figure nearing the door and steeled herself for what she was about to do. Come on, Pinkie Pie! she thought determinedly. It’s only a few itsy-bitsy words. If you don’t say them now, you might never get to!

Pinkie Pie reached out a foreleg and stopped Derpy Hooves as she was stepping outside.

“Hmm?” the gray pony laughed. “Hey Pinkie Pie, great party! As usual.” The pegasus studied her friend, whom hadn’t dropped her hoof. “What’s up?”

Realizing she’d frozen, Pinkie Pie ripped her hoof off of Derpy. Struggling to look her in the eyes, the pink mare racked her brain for words. “Uh... You wanna go for a walk, Derpy? I kinda need some fresh air.” Yes! the perfect plan; Pinkie Pie would admit her feelings far away from the piercing eyes of the remaining partygoers. With the big moon and all the stars up in the sky, it was going to be awesome!

Derpy raised an eyebrow. “Uh, Pinkie? It’s like, ten o’clock at night!”

Oh no! Pinkie Pie panicked. I never thought about the fact that she might not wanna go! The mare literally felt her face drop. She had finally gotten the nerve to tell Derpy her feelings, but now it was too late.

With confusion evident on her face, the pegasus continued slowly. “But... Uh, I’d love a walk.”

Yes!

Pinkie led her friend around town, searching frantically for the perfect place to launch her plan. Not the park... Pinkie thought. I can’t go there again! The thought of confessing her love in the same place her friends had been commissioned for their mission disturbed Pinkie Pie to no end. Ooh! I know!

With the perfect idea in mind, Pinkie tore through town with a confused Derpy Hooves in tow. The pair continued out of Ponyville and into the large fields beyond. Pinkie looked behind herself to make sure Derpy was still following her before breaking off the road and into the meadow. After a few more moments of furious examination, Pinkie led her friend to the top of a large hill that overlooked all of Ponyville.

Pinkie Pie surveyed the landscape. The clear night sky shone with millions of beautiful stars. The few lanterns that remained burning in Ponyville blended with the fireflies that danced under the light of the large moon that hung over the town. Pinkie nodded in satisfaction. Perfect!

Derpy trotted up beside the pink mare and took a seat. “Pinkie... Pie...” She said between large gasps of air. “What are... we doing... way... out here?” Pinkie aimed a hoof out at the picturesque scene before them, smiling proudly. “Oh... wow!” The pegasus seemed genuinely enthralled with the view, but turned to face Pinkie Pie after a few moments. “So why exactly are we way out here?”

Pinkie opened her mouth to speak, but her mind drew a blank. “Uh...” She’d spent so much time searching around for the perfect place that she’d forgotten to plan her words. Pinkie felt her face growing hot and thanked Luna for the darkness; at least Derpy wouldn’t notice her blush. Fighting to make her hooves stop dancing on the dirt, Pinkie Pie decided to start from the top.

“You know how Princess Luna asked to talk to some ponies today, right?” Derpy nodded. “Well, it turns out that there’s something that she wants us to help her with...” Pinkie Pie launched into the story, telling Derpy Hooves all about the job she and her friends would be doing soon. She talked about Celestia’s absence and the evil stallion Eclipse, about Hoofington and Luna’s guard, even explaining in extravagant detail all the little fears and feelings she had that she might not be coming back. Throughout the story, Derpy remained a respectful audience, gasping at all the right times and even reaching a hoof forward to comfort Pinkie towards the end.

“It’s okay Pinkie, I’m sure you’ll all come back; you have to.” Derpy whispered comfortingly.

Pinkie picked her head up and looked at her friend. She still didn’t really know what to say, but she had to try something. After all, she’d come this far; quitting now wasn’t really an option. “I know, but just in case I don’t, there’s something I’ve been meaning to say. I was too scared to say it before, but now I’m not.”

Derpy raised an eyebrow. “What is it, Pinkie?”

“Well...” she said. Her last few words were a borderline lie. Butterflies danced around in her stomach like they were guests at a heavy metal concert. “I really can’t shake off this bad feeling, and I was worried this might be my last chance to get it off my chest. I just wanted to make sure that I said it before it was too late.” Pinkie watched Derpy nod slowly. Taking a deep breath, she continued. “Derpy, we’ve been friends for a long time right?”

“Mmm-hmm, ever since I crashed into the Cakes’ mailbox.” Derpy’s comment on the farcical way they had met caused the pair to giggle despite Pinkie’s anxiety.

“Well... I...” Pinkie Pie frowned. Here she was, prepared to say what was on her mind, but she still couldn’t find the words. The pink mare growled to herself and stared at the ground, racking her brain for the right phrase. Derpy Hooves, I love you! Pinkie tried. No, that’s too... too... Pinkie cursed her vocabulary, Twilight would know the word she was looking for...

“Hey, Pinks.” The unexpected interruption of thought caused Pinkie Pie to look up at her friend. The abrupt exposure to Derpy’s golden eyes- shining in the starlight- caused her to lose what little progress she’d made. Pinkie lost her battle and felt her hooves dancing again.

All of a sudden, Pinkie Pie felt a pressure against her lips. What is going... wait, she thought. Is... is this really happening?

A stunned Pinkie finally regained control of herself and kissed Derpy back.

Yes!

After a few short moments, the pair broke their kiss and Pinkie looked up meekly at Derpy. Did... did that just happen?

The gray pony shifted uncomfortably in the moonlight. “I love you.” she said. “I’ve had a crush on you ever since we met. I just wanted to tell you before you left.”

Pinkie Pie felt her heart soar in her chest. Forget Celestia! Forget that big meanie Eclipse and their stupid mission; Derpy Hooves had just told Pinkie she loved her! Giggling softly, Pinkie replied, “I love you too.”

[X] [X] [X] [X] [X] [X] [X]

The sun floated slightly over the distant mountains, casting the world in a fiery orange glow. A few birds called as they soared high above the sleeping town. Only two figures moved; the lavender unicorn that stood before the Ponyville town entrance sign, pacing constantly from once side of the road to the other, and the baby dragon that lay sleeping on the fence marking the town line.

A single blue dot suddenly appeared in the orange sky. It floated closer and closer to the unicorn at a steady pace. Rainbow Dash circled overhead for a few moments before landing softly in the grass by the dragon. “Hey Twilight!” she yawned. “You ready to go?”

The unicorn nodded, emulating the other pony’s yawn. Rainbow released a small smile at the sight. Now that’s what I call ‘cute!’ Annoyed by herself, the pegasus shook her head. She was all too familiar with the final destination of that train of thought, and the last thing she needed was to get all mushy before they left on a dangerous adventure.

“Did you see anypony else while you were flying?” Twilight asked once she’d finished.

Rainbow Dash trotted over to the road and took a seat by the sign. “Uh-huh. A.J.’s walking down her road right now, Rarity was just leaving when I passed by, and Pinkie Pie’s on her way with somepony else.”

“What about Fluttershy and Cutlass?”

Rainbow Dash shrugged. “Fluttershy’s probably feeding her animals and I don’t even know where Cutlass went last night.”

“I’m right here.” The same gruff voice they'd heard the night before spoke behind her. Rainbow Dash just about jumped out of her skin. Spinning around, she found Cutlass directly behind her, stretching his large wings.

Dash took the opportunity to get a good look at the stallion, she hadn’t been able to see him too well before. He was pure white and rather large, with a sharp indigo mane. A long smooth scar decorated his countenance, making its way across one of his deep blue eyes. His golden armor shone in the light of the sunrise, casting a shadow on his sword.

“Ah, good morning Sir Cutlass. Did you have a pleasant sleep?” Twilight said genially.

“I’ve slept in worse places,” the stallion answered, cracking his back. “But I think the owners of the inn should check their beds more often; My back is feeling the brunt of their neglect.”

Bored by the conversation, Rainbow Dash turned back around to face the street. Another pony was making their way down the road towards them. As the pony drew closer, Rainbow recognized the pony as her friend Rarity. She had a few saddlebags on her back along with something else strapped to her side, something long and brown. No way! the cyan pony thought. Is that... no!

Deciding she had to investigate, Rainbow Dash trotted up to Rarity. Even in close proximity, Dash had trouble believing what her friend was carrying. Shaking her head in disbelief, she began walking next to the unicorn.

“Rarity... Is that a sword?” Dash asked.

Rarity looked over to Rainbow and smirked. “Good morning to you too, Rainbow.”

“Yeah, yeah. Good morning Rarity.” Dash said impatiently, tossing pleasantries aside. “Why do you have a sword?”

Rarity paused for a moment, the expression on her face was one of pique. “First of all Rainbow, it is called a rapier. Furthermore, you are carrying a dagger on your foreleg and you’re asking me why I’ve got a weapon?”

“Well, yeah!” Rainbow answered incredulously, raising her hooves in the air. Laughing, she continued. “I mean, at least I know how to use mine!”

If slow burns gave off needle rays, Rainbow Dash would’ve had two small holes where her eyes used to be. Rarity’s glare made the pegasus uncomfortable to say the least. “I’ll have you know Rainbow, I am quite good with a sword. Would you like me to show you?”

Deciding she didn’t like where this discussion was heading, Rainbow backed off. “Uh... No thanks, Rarity.” She didn’t honestly believe that such a ritzy pony would even know the difference between a sword and a dagger- let alone how to use either- but that didn’t mean she wanted to put her theory to the test. Besides, Rarity was her friend and the comments she was making were kinda rude. Dash apologized and went to go sit down by the sign again.

The next to arrive was Applejack, carrying saddlebags rounded with supplies. In addition to her hat, a long length of rope was coiled around her neck like a necklace. She took a seat by the sign alongside Rainbow Dash and breathed a long, tired sigh. “Mornin’ R.D.”

“Morning A.J.” The two chatted quietly about nothing in particular for a few minutes while waiting for the rest of their friends to arrive.

Spike woke up and yawned. The young drake sat on the fence for a moment before jumping. Quickly, he made his way back to his backpack. Rainbow watched him pull a bottle full of blueish-gray liquid out of his backpack. The dragon shook the vial and studied the contents as they swished around inside. With a nod, he proceeded to hand it to Twilight with a few words.

“What do you think that is?” Rainbow asked the orange mare.

“I dunno, looks like some kinda potion or somethin’."

“What do you think it does?”

“Why’re y’all askin’ me? I don’t know the first thing about magic.”

The sound of heavy wing-beats tore Rainbow from her conversation. Looking down the street to search for the source of the noise, she noticed a large dust cloud ripping through the streets toward the group. What the... Rainbow’s confusion dissipated once she noticed what was causing the disturbance. Next to her, Applejack released a low, irritated growl.

An orange filly stood on top of a scooter, her wings propelling her to high speeds. A large red wagon was attached to the back of her vehicle, in which two other fillies sat amongst a pile of assorted objects. All three of the young ponies wore red and gold capes that flapped wildly in the wind.

The fillies sped toward their elder counterparts and halted upon reaching them. They got off their transport and began high-hoofing each other excitedly. Their riotous laughter came to an abrupt end when Applejack stormed over to them. “Apple Bloom!” she hollered. The yellow filly shrunk down low to the ground and looked up at her sister. “What are y’all doin here?”

Rarity walked over next to Applejack and glared at the unicorn filly. “And you too, Sweetie Belle, you should be asleep this time of day!” The two fillies in question shared an awkward groan.

Without skipping a beat, the pegasus filly jumped around the larger ponies and bounded excitedly towards the cyan mare. “We’re ready to go, Rainbow Dash!” she cried, hopping about.

Scootaloo’s shrieks earned Rainbow some very vexed expressions from the elder sisters of the other two fillies. Feeling seriously put on the spot, Dash offered a shrug. “What?” she defended. “I never said she could come with us!”

“What were y’all thinkin’?” Applejack sighed.

Scootaloo stopped jumping about, and looked excitedly at the older ponies. “Action!” she said, swiping at imaginary foes.

The other two fillies crawled beneath their sisters. Apple Bloom stuck her head out from underneath Applejack. “Adventure!”

Sweetie Belle revealed her own head from underneath Rarity. “And, um...” She thought hard for a moment. “Excitement!”

The three fillies gathered between the larger ponies and jumped into the air together. “Cutie Mark Crusaders Adventurers!”

Rainbow stared blankly at the crusaders and tried to force a chuckle back down. The urge to laugh only grew with the redness on Applejack’s face. “Apple Bloom, y’all better march back home this instant! Yer not comin’ with us!”

“But-” the filly cried in protest, but was cut off by her elder sister.

“Ah said git home!”

Sweetie Belle spoke up next to her friend. “But Applejack, we want to help!”

Rarity looked over to Sweetie Belle. “Sweetie Belle, you are not coming either. I want you to go straight home!”

“Um... can I help?” A quiet voice said. Rainbow Dash stepped to the side and made room for a small yellow pegasus with a long pink mane.

Fluttershy walked up to the group of fillies and couched down to their levels. “Now girls, why would you want to come on a big, dangerous adventure?”

“You guys‘re gonna go all the way to Hoofington!” Apple Bloom spoke up. “An’ who knows where from there! If we go with you there’s no way we wont get our cutie marks!”

“That, and the action!” Scootaloo said.

Fluttershy thought for a moment. “Well girls, you know you can’t come with us...”

“But-” the orange filly protested. Fluttershy held up a hoof and silenced her.

“But you can stay here and keep an eye on Ponyville while we’re gone.” she compromised. “I’m sure there are plenty of ponies around town who could use some help!”

The fillies mulled it over, then Apple Bloom spoke up. “Hey, yeah! We could be... Cutie Mark Crusader Ponyville Protecters!” The young ponies cheered at the idea, excitedly sharing plans for their next mission.

“How do you do that?” Rainbow Dash asked her fellow pegasus as she walked back over to the older ponies.

“I don’t know...” the timid pony responded. “I guess it’s a gift?” Rainbow Dash let a smile creep onto her face.

Pinkie Pie laughed loudly as she walked down the road towards the group with another pony at her side. Rainbow felt her jaw drop upon seeing her. This morning just gets more and more surprising. she thought, taking off to greet the new arrivals.

“No way!” Rainbow Dash cried, landing next to Pinkie. “Did you finally do it, Pinkie?”

The other mares nodded ecstatically. “Uh-huh!” Pinkie cheered. “Last night! I was afraid it would be my last chance...”

“Huh?” Dash responded. “Why would you think that?”

Derpy’s smile faded a little. “Well, she has this feeling that she’ll... that she’ll...”

Rainbow Dash was concerned now; she never knew that her exuberant friend could be so pessimistic. “What?” she said, shocked by her friend’s words. “Do you really think that’ll happen, Pinkie?”

“It’s just a feeling.” She said.

“Yeah, but so are the rest of your Pinkie Senses!” Derpy cried. “I still say you shouldn’t go.”

“I have to.”

Although she felt a little awkward over her friends’ choice of subject matter, Rainbow felt compelled to alleviate some stress “Yeah, don’t worry Derpy.” she said. “I’ll make sure Pinkie Pie gets home safely!

Rainbow’s words seemed to comfort the gray pony somewhat, as she nodded in thanks. They neared the rest of the group, the random chatter of those present seemed to fill the air completely.

After some good-bye’s and some be carefuls, the travelers all stood together before the town line. Cutlass paced before them, his armor now glowing in the sunlight.

“Alright, Hoofington is around a day’s run away. It’s going to take a while to get there so I don’t want to be hearing, ‘Are we there yet?’ the whole way. We’re going to find Captain Lionheart, find out what he knows, and go from there. Any questions?”

“Yeah!” Rainbow jeered. “‘Are we there yet?’ How old do you think we are?”

The Guardpony stared at her dryly. “Any other questions?”

With no response, he turned around and started at a fast trot. “Let’s go!” A few sideways glances later and the rest of the group was right behind him.

Onward they charged into the unknown, unto the most dangerous and important mission they’d ever faced. Rainbow Dash didn’t know what awaited them- she hardly dared to guess- but the excitement of being entrusted with such an important job put an extra bounce in her step as they bounded along the dirt road and into the sunrise.

“Wait!” Rainbow screamed suddenly. The other ponies stopped running and looked at her. Staring Cutlass directly in the eye, she continued. “Are we there yet?”

Act 1: Chapter 3

Elements of Chaos
Act 1
Chapter 3

Drip.

Drip.

Drip.

An ice cold breeze flowed through the moist cave, chilling a wet Celestia to the bone. She tried to navigate herself away from the drops of water that constantly fell upon her, only to smash her head off of the iron bars that made up her cage. Celestia felt her teeth rattle and suppressed a howl of pain.

Drip.

Shaking her head, the princess let out a defeated sigh. How long had she been trapped in here; cold and alone in this horrible cave? It was probably no more than a few days, but it felt much longer, like weeks, or even months. The constant dripping of condensation certainly wasn’t helping matters.

Drip.

Celestia wished that something would happen. Anything would be better than sitting in a cage, cold and alone with nothing to do and not even a scrap of information on why she was in here! Heck, even seeing her captors would be better than dealing with the terrible loneliness the darkness brought. The only pony she had seen since her imprisonment was a squat, squeaky earth pony who occasionally brought her meals- and he never said anything to her!

For the umpteenth time, the ruler of Equestria attempted to smash the door to her prison open with her magic- and again, the energy washed over the cave and sent her careening into the iron bars on the other side of her cage. If I keep smashing my head like this, those bars are bound to give way. she thought wryly, rubbing her throbbing skull.

Drip.

Resigned to just lie down and sleep again, Princess Celestia curled up on the rocky ground and closed her eyes. Just before she dozed off though, the mare heard echoing voices emanating from beyond the room. There was a soft click in the darkness and the door to her room opened.

Slowly, a pony walked in. He was short and stocky, with saggy eyes and shaking limbs. Celestia recognized him as the stallion whom usually brought her food. He carried with him a dimly lit lantern that cast the walls of the cave in a hazy yellow glow. The old pony gently set the lantern down by the door and promptly left the room without so much as a sideways glance at Celestia.

An incredibly large stallion walked in a few minutes later. A stallion so large, he rivaled even Celestia for size. A soft, tinny clinking noise sounded every time his back-right hoof touched the ground. His right wing reflected the light from the lantern in the same way as his metallic leg, giving off a bronzy gleam.

The princess stood up as tall as the cage would allow her and placed her face against the bars; she knew this larger pony all too well. Past events began to make sense to her- the perfect ambush, Swiftblade’s murder, her defected guards... “You.”

The stallion’s smug sneer was partially hidden in the darkness. His silhouette- cast by the lantern the smaller pony once held- gave his blood red coat an ominous weight that seemed to thicken the atmosphere with the feeling of danger and unpredictability.

He walked up to Celestia and studied her for a moment, then gave a chuckle that contained no warmth or humor. “Good afternoon, Celestia.”

A righteous fury filled the princess for the first time in over a millennia, causing her to growl at her captor. Not even bothering with a response, the alicorn’s horn began to glow brightly as she charged the biggest blast of pure energy she could summon, and prepared to hurl it full force at the stallion.

Suddenly, her magic began to dissipate. The light faded and Celestia felt herself growing lethargic. The sudden loss of vitality forced the mare onto her haunches, fighting to catch her breath.

Once more, the stallion chuckled as the glow of his own black horn faded. “My, my, Celestia!” he tsked. “A bit out of practice, aren’t we? I was expecting this to be harder; it’s no wonder my stallions found it so easy to capture you two!”

Celestia did her best to ignore the taunts coming from the other alicorn. He wanted her angry. Angry ponies didn’t think clearly. The princess took a deep breath and focused on maintaining control of her temper. Only when she was sure she had a proper lid on her irascibility, did she finally speak. “Two?”

The larger pony just smirked and gestured to the door with his head. Rattling sounds could be heard down the hallway, metal chains grating against stone. “Unhoof me fools!” The voice, though strained, was one Celestia would recognize anywhere.

NO! He didn’t... He wouldn’t dare!

Celestia’s worries proved to be true as a few more ponies walked in; two large guards, a unicorn, and... “Luna!”

Though chained and bloodied, the other princess looked over to the voice. Upon noticing whom it came from, she strained once more against her bonds. “Sister!” One of the guards holding Luna’s chains hoofed her across the face. The mare yelped and stumbled to the side, desperately trying to stay standing up.

Celestia’s rage reached its boiling point. Kidnap her, kill her Swiftblade and turn her own guards against her, but harm Luna? There was going to be somepony in pain. Struggling back onto her hooves, the white alicorn summoned all of the strength she could muster- only to collapse and release a groan of chagrin when nothing more than a few pink sparks blew dishearteningly out of her horn. Powerless to help her sister, Celestia watched the guard pull his hoof back again.

“That is quite enough, Sickle!” The red alicorn said curtly. “I’ll not have you harm our guests needlessly.”

The guard looked at his master with a confused expression. “But, sir-”

“Just put her in the cage and leave.” The tone was gruff, a tight growl that- though low in volume- managed to fill the room. The guards holding Luna did as they were told. Soon Celestia’s baby sister was locked in a similar cage across the room from her, and they left.

Luna charged against the iron bars, crashing into them with all of her strength. The resulting impact forced Celestia to cringe. Standing back up, Luna began pacing angrily along the length of her cage, her breathing was heavy and labored.

“Relax, Luna.” The red pony said. “You will not break those bars.”

Luna positioned herself as close to her captors as she could, growling furiously. “You will not get away with this, Eclipse!”

“Aww...” he responded with mock sympathy. “And why is that, Princess?”

“I have dispatched a highly trained strike team to track you down,” she said defiantly. “They should be here any time!”

Huh? As far as Celestia knew, Equestria had no ‘highly trained strike teams’. There hadn’t been a war in centuries! The greatest levels of training nowadays were personal guardsponyship and the Wonderbolt Teams. Luna had to be bluffing.

Eclipse raised an eyebrow and released a small chuckle. “You mean your ‘Elements of Harmony’? Times certainly have changed if they qualify as ‘highly trained.’”

“I warn you, do not underestimate their power. Let us go!”

“Oh, trust me Luna, I have no intention of underestimating anypony. Isn’t that right, Dusk?” It was then that Celestia noticed the unicorn hadn’t yet left the room. The silhouette from the lantern hid her visage, but something about the pony seemed familiar.

The smaller pony stepped out from the shadows. The light caught her face and Celestia gasped. No! It can’t be!

“Of course not, father.” Twilight said, laughing alongside the stallion.

[X] [X] [X] [X] [X] [X] [X]

Rainbow Dash gasped at the sight before her. Hoofington was HUGE! In fact, everything about the city seemed to be huge; from the tall towers in the corners of the city, to the giant walls that surrounded it. Ponies walked along the streets in droves; from this height, they looked like ants.

Cutlass had said that it would only take a day’s worth of hard running to make it to the city; he had obviously never met Rarity or Fluttershy, neither of which managed three hours of hard running before pleading for a slower pace. So- in an act that annoyed both Rainbow Dash and the guardspony, the group slowed down to what felt like a crawl. It had been three days, but they were finally here!

“-still don’t understand why there wouldn’t be an inn somewhere along this route.” Dash overheard Rarity’s complaint as she landed by her friends. “I cannot believe I’ve been reduced to sleeping in the dirt!”

Rainbow Dash rolled her eyes. Ever since their first night out, the unicorn had been complaining about something or other. The dirt, the running, the boredom; but she kept returning to sleeping conditions.

“Sugarcube,” Applejack sighed. “Ah hardly think that sleepin’ inside a tent with a sleepin’ bag an’ six blankets counts as ‘sleepin’ in the dirt.’”

Rarity gasped at her friend’s comment and furrowed her brow. “Maybe not to a ruffian like you.” she sniffed.

Sensing an argument brewing amongst her friends, Dash announced her findings to the group. “Hey guys, we’re here!”

“Of course we’re here silly,” Pinkie Pie giggled. “Where else would we be?”

Ahead of the group, Cutlass shook his head in exasperation. It was safe to say that the six friends had run him mentally ragged over the past few days. Rainbow suppressed a snigger at the thought; she had to claim the majority of cause for his stress. She’d found out early on that teasing Cutlass was an incredibly fun pastime.

“Hey, Cutlass!” Twilight spoke up. “What can you tell us about Hoofongton?”

The white stallion answered the question without stopping or looking back. “There’s probably not much that you don’t already know; Hoofington is Equestria’s military capitol. The whole place is really just one huge fortress surrounded by walls and siege towers. The city itself is mostly home to soldiers, guards and high ranking members of both services, along with their families.”

“That’s it?” Rainbow asked, once more floating aimlessly above the group.

“Don’t test me.”

The group resumed idle chatter as they walked toward the city. Rainbow tuned in and out of it, but mostly occupied her time with simple aeronautical tricks. She flipped and spun through the air, lost in her own little flying world. She caught something about gates being closed, but paid it no heed, for she was having too much fun in the sky. Before she knew it, they stood before the entrance to Hoofington.

The gates themselves were not all that impressive. It was a simple series of crossed iron bars about twenty feet wide that stood in place of the humongous wall. Chains and hooks looped around pulleys and connected to the gate for easy hoisting. Even while flying, Rainbow had to gawk in awe at the sheer height of the structure. That wall has to be like, a million feet tall! she thought to herself. I wonder how they got the bricks up there... Images of ponies firing cannons loaded with masonry blocks filled her head.

“Halt!” A sturdy voice shouted from above, ripping the cyan pony from her daydream. “Who goes there?”

Rainbow Dash looked around for the source of the voice. A mare in full battle armor observed them from a window in the wall. She peered sternly down at the road, her cream colored coat contrasted with her raven mane and silver uniform.

Cutlass stepped forward and irritatedly addressed the mare. “Commander Cutlass, personal guard to Princess Luna. Now open the gates!”

The mare seemed about to speak, but then paused. She said a few inaudible words before disappearing. A few moments later, the same mare peered back out the window. “What did you say?”

“Open the gates!”

The guard shook her head. “No! Before that!”

Cutlass released a threatening growl before roaring, “I said: I am Commander Cutlass, personal guard to Princess Luna! NOW OPEN THE DAMNED GATES!”

The mare disappeared behind the wall once more, causing Cutlass to growl in frustration.

“What’s going on here?” Rainbow groaned. “How are we supposed to get anything done if we’re just standing around outside the walls... doing... nothing?” her comment trailed off as the stallion shot her a murderous glare, “What?”

The group waited in silence for what felt like hours to Rainbow Dash, who’d forsaken flying in favor of laying on the ground and staring at the sky. I wonder who does the weather patrol around here... she thought to herself as she noticed the numerous clouds that dotted the clear blue. Sloppy!

Much to her annoyance, just as Rainbow was about to doze off into a peaceful slumber under the comforting heat of the sun, the voice of the mare rang out from behind the wall. “All right, Moonlight! You can open the gates now!”

Cutlass mumbled something about the guards “finally doing their jobs” before rising from his seat and starting for the city.

The mare from the window stood just inside the wall flanked by a few more guardsponies, their armor shining in the sunlight. Their piercing gazes made Rainbow uneasy. She felt like the guards were watching them, waiting for something.

Rainbow’s sense of unease grew as they strode under the gate and into the city. The guards’ eyes glared unblinkingly, they seemed to be looking right through her. Suddenly, there was a loud grating sound behind them and the gate slammed shut with a crash. The previously unmoving guards quickly drew their swords and Rainbow soon found a blade being held to her throat.

“Hey!” she cried indignantly. “What’s the big idea?” Beside her, the rest of the group was in a similar position.

The only pony who seemed unfazed by the cold steel against his neck was Cutlass, who growled angrily. “What is this?”

The mare stepped closer to him, her eyes as cold as the night. “Like you don’t know, Commander.”

“I demand an explanation, NOW!” Cutlass howled. Despite the blade, he leaned forward intimidatingly; a rivulet of blood dripped down his throat.

“You don’t get to make demands here, prisoner.” The mare said coolly. She looked around to her stallions. “Guards, take the suspects to the precinct. Let’s show these vermin what happens when you kidnap our Princesses.”

[X] [X] [X] [X] [X] [X] [X]

“Ugh! I’m so-o-o bored!” Rainbow Dash groaned, rolling over on the wooden floor of the jail cell. Twilight Sparkle did her best to ignore her complaints, but with little else to do, she found her frustration with the pegasus quickly mounting.

The unicorn was getting annoyed with the guard station. The plain stone walls offered no comfort or peace of mind. The only thing about the place that didn’t feel hopelessly dreary was the single window by the desk on the other side of the room. The sunlight washed through it, showering the ponies in it’s warm glow.

Shouting could be heard coming from down the hall behind a door labeled ‘Chief.’ Twilight sighed. She wished those two would be quiet for a few minutes; all of this yelling was giving her a headache. Cutlass and the guardmare had been at each other’s throats since they’d arrived at the station, yelling about something or other.

From what Twilight had gathered, Princess Luna had gone missing shortly after speaking with the group a few nights ago, causing Hoofington to go into full scale alert. As Luna’s personal guard, Cutlass was suspect number one, a title the stallion didn’t quite take a shining to.

“She’s the one that sent us!” A throaty voice roared. A loud thump emanated from the Chief’s office.

“Then where is your proof?” An equally enraged voice bellowed.

Beside Twilight, a yellow pegasus was cowering in the corner of the cell. She seemed to shrink smaller and smaller with every shout that washed over the room. The lavender pony placed a comforting hoof on Fluttershy’s shoulder in an effort to calm her timid friend down.

“I demand our release!”

“You go nowhere until King Lionheart says otherwise!”

Twilight cocked an ear; she wasn’t sure she’d heard that last part right. Equestria didn’t have a king. The royal diarchy consisted solely of princesses Celestia and Luna.

“I outrank you!”

“Not in here you don’t! I have my orders!”

“This is an outrage!”

Shaking her head, Twilight tuned back out of the argument. The angry ponies’ disputation was once again deteriorating back to nonsensical shouting.

“Well this is jus’ dandy!” Applejack sighed. “We come all this way jus’ tuh git locked up!”

Twilight wanted to object and tell her friend to have some faith in the Equestrian legal system, but the situation certainly seemed dismal. How could they do as Luna asked if they were stuck in a Hoofington jail? On the other side of the cell, Rainbow groaned again.

“Ouch, Rainbow!” Rarity cried suddenly. “Do watch my tail!”

“Hm?” the cyan pony slurred tiredly. “Oh, sorry Rares...”

How Rainbow Dash was able to take a nap at a time like this, Twilight couldn’t begin to hazard a guess, but she had to admire the pony’s ability to take their problems in stride. It seemed that besides Dash, only Pinkie Pie- who’d been pestering the watchstallion for the past two or three hours with a nonstop barrage of questions and stories- was unperturbed by their situation.

A knock on the door freed the watchstallion from the pink mare’s endless prattle. After nearly sprinting to the exit, the guard opened the door to reveal a light gray stallion with a crimson mane in full military dress. The guard reared back in surprise, “Lieutenant Cabal, sir!”

The new stallion walked in and nodded a greeting to the watchstallion. “It’s Prince Cabal now, sergeant.” He looked over to the cell where Twilight and her friends lay. Something caught his eye and his brow rose sharply. “I take it these are your new suspects?”

“Yes, sir.” The watchstallion said, closing the door behind Cabal. “Wanted access to the city, sir.”

“I see,” he said, approaching the cell. “I had no idea kidnappers were so... beautiful.”

Twilight twisted her head around. Is he talking to me? she thought, surprised. The target for his compliment was made evident to everypony as Rarity shrieked and lunged at the bars, desperately trying to get as close to the stallion as possible.

“And what is your name, my sweet?” Cabal asked smoothly.

“Rarity.” the unicorn responded, batting her eyelashes. There was a gagging sound Twilight later learned was Rainbow Dash.

“Rarity, huh? Such a beautiful name, for a beautiful mare.”

Behind Cabal, the watchstallion cleared his throat loudly. “Commander Cutlass was with ‘em, sir. He hasn’t shut up since he arrived. Chief Quicksilver’s had about enough of him.”

The new stallion nodded in understanding and continued down the hall towards the direction of the shouts. “You’re wasting your time, sergeant; these ponies are innocent.” With those final words, he shut the door to the office and the yelling ceased.

The watchstallion sat grumpily in his seat, grumbling to himself. “Father ain’t even ruler for two days an’ he thinks he’s King Shit of Turd Island...”

Pinkie Pie launched back into her story as soon as he sat down. Amidst the explosive sound effects and incredible narrative, Twilight watched the guard’s shoulders slump.

A few minutes later, Cabal walked out of the room with Cutlass and the Security Chief by his side. Cutlass wore a smirk of smug satisfaction as the mare next to him complained loudly.

“You can’t just take my suspects, Cabal!”

“I thought you said we could leave ‘when Lionheart said we could,’ Quicksilver... or was I hearing things?” Cutlass tossed out in a mocking tone.

Cabal growled and stamped a hoof on the ground. “Silence, the both of you!” He turned and looked the angry guardmare right in the eyes. “I am freeing these ponies, that is the end of it.”

The second the watchstallion had the door unlocked, a polychromatic blur zoomed quickly in front of Twilight, leaving a trail out of the jail cell and through the open window. In the distance, a screeching voice sounded loud and long; “Freedom!”

Once the gust of wind died down and the stunned expressions had cleared off those who didn’t understand what had just happened, Cabal blinked. “What... was that?”

“Rainbow Dash,” Twilight explained as she walked out of the cell. “She can get a little... overzealous. Don’t worry, she’ll come back.”

“I see...” It was quite apparent to Twilight that the stallion was unsure of what to say to that. “Well then!” he said, recovering from his shock. “Commander, I trust you can get to the castle from here? I have some other business I must attend to.” Cutlass nodded his answer and lead the group out the door of the guard station.

Twilight did her best to ignore the goo-goo eyes Rarity shot at Cabal as they left. It wasn’t like she was jealous or anything. In fact, the unicorn had never given the idea of romance much thought before. Still, something about the way her heart skipped a beat when she’d thought that Cabal was talking to her stuck in her thoughts.

It wasn’t like the stallion was anything special to her, but the attention- or lack thereof- was something she was unaccustomed to. Was it so bad to want somepony to like you? To enjoy your company and compliment you every now and then? Perhaps Twilight would look into that situation more once they got back to Ponyville, but for now, she had a job to do.

Hoofington reminded Twilight a little of Canterlot. Busy ponies bustled around in the streets, the streets themselves were mostly clear of refuse and litter. Despite the similarity, there was an air of discipline and formality around the city Canterlot seemed to lack; Ponies seemed to walk a little faster and a little straighter than back home, most of them were large with rippling muscles and shining armor. Then again, this was Equestria’s military capitol. Was it really any surprise that the ponies here were so regimented?

High above the city, a rainbow blur zoomed around, dipping, weaving and curling. It slowed down once it reached a row of pillars in the town square, only to- much to the frustration of the merchant ponies- speedily twist and turn around them. Twilight suppressed a chuckle at Rainbow Dash’s antics.

Eventually, the pegasus’s cabin fever calmed down and she glided happily back to her friends. “Hey guys, what’s up?” she asked, hovering over them. Taking the silence as permission to continue, she landed and began trotting next to Cutlass. “So, I saw this really cool looking restaurant downtown and I thought since we haven’t had lunch yet-”

“No.” Cutlass interrupted flatly.

Rainbow’s brow furrowed visibly. “But-”

“We have a job to do. I’ll not have us lose sight of it amidst your silly games.”

“Actually, Cutlass,” Twilight heard Fluttershy speak behind her. “I think we should get something to eat too, and wouldn’t you rather have a hot meal than another sandwich?”

“I know I would...” Rarity grumbled.

Twilight felt her stomach growl it’s own opinion on the subject. “Yeah, Cutlass, I don’t see anything wrong with getting lunch somewhere.”

“Fine, whatever.” he sighed. “Let’s keep it quick though.”

“Great!” Rainbow cheered, taking back off into the sky. “Follow me!”

The group followed Rainbow Dash through the crowds and further into town. Here it seemed, there were even more ponies in armor. Dash led them down a few more streets before setting down outside of a low, open building with no walls and shrubbery neatly clipped around the outside of it. The smell of spices and hot food filled Twilight’s nose and nearly carried her the rest of the way there.

“Excuse me, ma’am.” Twilight heard somepony beside her call out to Rarity. His voice was rough, grating, and as gritty as the rags he wore on his back. His unkempt mane hung limply over his eyes; his hair had probably been blue at some point, but it had been overtaken by a silvery hue. The feathers of his wings were ruffled and missing in some areas, his coat was dirty and caked with mud. “Spare a Bit?”

The white unicorn reared back in shock, shrieking wildly. “Rarity, relax!” Twilight yelled between the white unicorn’s screams of horror. “He’s just homeless!” she whispered tautly into the other mare’s ear.

“Oh... Right...” Rarity laughed nervously. “Sorry... He just looks so...” The stallion gave her a pointed look. “Never mind.” As she reached into her saddlebag to get a few Bits for him, Cutlass quickly stepped forward and stopped her.

“If you give him anything, he’ll follow us all day.” He said, shooting the other stallion a glare. “Keep moving, he’ll survive.”

Twilight gasped at the stallion’s heartlessness. “How can you say that?” she asked indignantly, “Look at him!” She gestured to the stallion, but he was gone. Curiously, Twilight looked down the alley way, but the homeless pony was nowhere to be seen. “Where did...”

“Let’s go.” Cutlass said flatly, walking off towards the restaurant without a second glance.

“Hey!” Applejack called after him. “How can y’all be so callous?”

“Easily.”

Twilight pondered Applejack’s question herself, such insensitivity to a pony who clearly needed help just wasn’t normal. While Cutlass wasn’t exactly the friendliest of ponies, Twilight would hardly classify him as a reprobate. She wondered what exactly had motivated the guardstallion to do what he’d done.

A waitress gathered the ponies up once they’d reached the eatery. She sat them at a large table under the canopy that served as the restaurant's roof. The grills were in the center of the dining area so that patrons could watch the cooks prepare their respective meals. The place was packed with talking ponies waiting to be served. Similarly, the six friends made small talk while they waited for their own orders.

After few bites into their meals, the air was rife with the group’s moans of appreciation for freshly prepared food- with the exemption of Cutlass, who ate in stony silence. Twilight’s taste buds danced as the soup rolled down her throat, thankful to be eating something other than raw grass and daisy sandwiches.

Rainbow Dash swallowed a bite of her own order and grinned. “Was I right or what?” She got her answer in the form of numerous “Mmms.”

“So,” Applejack said between bites. “What exactly’s the plan?” Everypony quietly looked to Cutlass who continued eating as though he hadn’t heard her.

Sensing their eyes upon him, Cutlass looked up from his plate. “We go to Castle Hoofington and talk to Lionheart.” he said, returning to his food. “Where we go from there depends on what we find out.”

Twilight was about to comment on his behavior when the clanging of a loud bell interrupted her thoughts. A mare with a microphone stood on top of a small platform by the grills. She smiled as the attention of the crowd turned to her.

“Good afternoon, Hoofington!” she said warmly, observing the dining area. “As most of you already know, here at the Carrot Garden we have a bit of a tradition; Every Saturday afternoon we pick one lucky customer to face off in a cooking competition against our undefeated champion, Chef Cheddar!”

The air was filled with hoots and hollers as the crowd cheered in anticipation of the event. The mare held up a small bag on her hoof and continued speaking. “If you manage to beat him, you’ll win this bag of fifty bits!” The applause grew louder as numerous ponies jumped in the air with their hooves raised, begging for a chance to compete.

“Ooh!” Rainbow Dash exclaimed. “Pinkie Pie, you should totally do that!”

The pink pony simply shook her head. “Nope!”

“What? Why not? You’re a great cook!”

“No,” Pinkie explained. “I’m a baker, not a cook.”

“What’s the difference?” Pinkie’s eyes widened at the statement.

“Trust me, Dashie; there’s a big difference.” Looking around the table, her eyes settled on another of her friends. “Rarity could do it though, she’s a great cook!”

The unicorn was visibly taken aback by Pinkie’s words, but seemed to honestly consider it for a few moments. “Well, I suppose I could compete, but I’d still have to be called up there.” She turned and studied the mare on the podium. She was surrounded by ponies eagerly begging for a chance to face the chef. “And with this crowd that doesn’t seem very likely.”

Just then, a deafening bang rocked the restaurant. Fluttershy shrieked and grabbed the pony closest to her- which happened to be Cutlass. The unexpected weight caused him to lose his balance and tumble out of his chair with a yelp. Twilight looked around the room apprehensively. Everypony had stopped talking to look at the spectacle before them. “Pinkie Pie!” she whispered heatedly. “Get down from there!”

The party mare awkwardly climbed down from the table, uselessly attempting to hide the remains of the firecracker behind her back. Still blushing, Pinkie Pie aimed a hoof at her friend. “Um... Rarity can do it...”

The mare on the podium was the first to recover from the shock. “Well then!” she said, the happiness in her tone now seemed just a tad forced. “I guess we have our contestant!”

[X] [X] [X] [X] [X] [X] [X]

Rarity smiled awkwardly as everypony in the restaurant stared at her and her friends. Why did Pinkie Pie have to draw attention to them like that? If there was one thing Rarity hated, it was public embarrassment.

The mare on the podium called out to her again. “It’s Rarity, right? Come on down!”

Rarity felt a heavy pressure shove her forward a few steps. She twisted her head to see Rainbow Dash motioning her forward with her hooves. Her friends were all giving her encouraging smiles- well, almost all of them. Cutlass was glowering at his plate, mumbling something to himself.

A few of the other customers clapped while she made her way down the aisle to the podium. All eyes were on her as she climbed the steps and onto the platform. Rarity gulped. She was used to attention, in fact, she usually loved it. But this was different; cooking wasn’t like making dresses. She couldn’t stitch a meal together with her sewing machine, and while she was a pretty decent cook, Rarity wasn’t entirely confident she could beat a trained chef.

“So Rarity,” the mare said, shaking her hoof. “Are you familiar with the Carrot Garden Challenge?”

The unicorn shook her head, releasing a nervous laugh.

The mare nodded. “Okay then!” she said. She aimed a hoof at a large clock on the wall. “That’s our timer, you’ll have exactly thirty minutes to make any type of dish you want. When the time runs out, you bring your dish to the judges table over there-” she aimed a hoof at a small table to the side of the grill, where a trio of grinning ponies sat. “-and our judges will decide whose dish is better; yours, or Chef Cheddar’s!” An orange earth pony with a white mane bowed when the mare said his name, eliciting a round of clapping from the customers.

A waitress led Rarity by the hoof to the second grill, which was right next to Chef Cheddar’s. The mare looked at her cheerfully. “Are you ready?” she asked into the microphone.

Rarity nodded, still unsure of how exactly she had gotten into this situation.

“Then let’s begin!” A bell rang and the crowd roared with excitement. “Good luck!” she mouthed away from the microphone while the crowd cheered.

Rarity looked around at her workstation. She had a small sink, a cutting board, a knife, an assortment of cabinets she could only assume were full of other cooking apparatus finally, a single refrigerator stood next to a pantry in-between the grills.

Okay... she thought, attempting to calm herself down. Simple enough; make a dish of any sort... The unicorn rushed to the refrigerator to see what food she had access to. She had no idea what she was going to make or how she was going to make it; but whatever she was going to make, she had to make it fast!

Rarity pulled open the refrigerator door and nearly gasped in surprise. The interior was packed with everything she could possibly think of! There was cheese and red peppers, carrots, broccoli, corn on the cob, liqueur, chocolate, lemons and bread! There was even some things inside that Rarity didn’t even know existed, like that weird lumpy looking green object, or the misshapen peach colored thing. There was so much stuff inside that Rarity couldn’t even begin to decide what to make for the competition.

Okay Rarity, the pony tried to pull her thoughts together. Let’s keep it simple. Stick to what you know. She looked around the refrigerator once more. But what do I make?

“Excuse me.” A voice behind her said politely.

“Hmm?” Rarity glanced behind her to see who was speaking to her. An orange pony with a green apron was standing just behind her, a kind smile on his face. “Oh! I’m so sorry, I didn’t mean to get in your way!” In her anxiety, she’d forgotten that she was sharing the kitchen with somepony else.

Rarity stepped aside and allowed Chef Cheddar access to the interior, still seriously contemplating what she should make. The chef reached into the refrigerator and pulled out a pair of eggs. Giving her a pleasant nod, he walked back to his own work station. That’s it! Rarity exclaimed to herself. I’ll make eggs! Wait, no Rarity; that’s too simple! She peered back into the fridge and looked for something she could add to her dish. Her eyes settled on the red peppers and the cheese. Omelets! she cheered to herself. I’ll make omelets!

Having decided her course of action, Rarity set about gathering the necessary ingredients. One advantage she had over the earth pony was that he did not have unicorn magic. Rarity soon had all the needed supplies set up on the counter and she was ready to start cooking.

As she beat the mixture of egg and milk in her bowl, some of the ponies in the crowd began cheering loudly. Rarity looked over to see how her opposition was doing. He had a large knife in his hooves and was speedily chopping up some onions. Diced bits of the vegetable seemed to fly straight from his cutting board and into his pot. Concentrate Rarity! she berated herself.

She dumped the egg mixture into a pan and set it on the grill with her magic. Turning to the clock on the wall, she discovered she now only had fifteen minutes to complete her dish. Rarity lifted up her own knife and began dicing the pepper, only to drop her blade when she heard a voice from the crowd call out, “You can do it Rarity! Knock his apron clean off his body!”

“Quiet Rainbow!” another voice sounded almost as loudly. “She’s trying to concentrate!”

Rarity looked from the knife that now lay on the ground to the half-diced pepper on the cutting board. There were no other knives that she could find on her side of the kitchen. Her own knife was dirty and useless now, she couldn’t possibly serve food that had been cooked with contaminated equipment!

Rarity looked to the rapier she still had strapped to her side and sighed, she had to cut the ingredients somehow. Using her magic, Rarity speedily pulled the blade out of its sheath and flipped it around in the air a few times to adjust herself for the weight. There were a few gasps in the crowd at the sight of a weapon being drawn, but nopony objected as Rarity set the pommel in her jaws and, lifted the omelet ingredients into the air withe her magic, and expertly cut each morsel into tiny pieces with it.

Rarity hacked and slashed with professional strokes, each swipe cutting exactly the way she’d wanted it to. In her humble opinion, this was actually better than using the kitchen knife she’d been supplied with; Rarity’s rapier was much sharper and way easier to handle. Ingredients floated around her, red peppers, green peppers, onions, spinach, and broccoli were all constantly chopped and diced with the blade Rarity held in her mouth.

When she was done, Rarity wiped her rapier clean and leaned it against the counter. It was then that she noticed the stares. Everypony in the restaurant was watching her with shocked expressions on their faces, including Chef Cheddar and the announce mare. The total silence was broken by the clock chiming five minutes left in the competition.

The competitors returned to their dishes, ponies now cheered loudly on both sides of the grill. Rarity quickly seared the vegetables on a separate skillet and dumped them into the omelet pan, flipping the eggs over after a moment.

When she deemed it appropriate, she lifted the finished omelet into the air and split it amongst the three plates that sat upon the cutting board. By the time all this was done, the customers were counting down from thirty.

Rarity studied her plates carefully; something was missing, but she couldn’t quite put her hoof on it. Chef Cheddar had already delivered his dishes to the judges’ table, and they looked beautiful! Her own platters looked so plain, so boring. Garnish! She nearly hoofed herself for forgetting it. Rarity charged to the refrigerator and yanked it open as fast as she could.

“Ten! Nine! Eight!”

Where is it, where is it, where is it! she panicked, she still had to get her plates to the judges’ table before the bell rang! Rarity spotted a red bowl with some green leaves sticking out of it. Ah, there it is!

“Seven! Six! Five!”

Rarity pulled out the bowl hurriedly and made ready to sprint to the counter. On the way back she slipped, and the bowl- along with the garnish- flew high into the air.

“Four!”

Thinking quickly, Rarity used her magic to tip over her sword, which fell onto the cutting board that was hanging slightly over the counter. The board gave way to the weight of the sword, catapulting her precious plates into the sky.

“Three! Two!”

Time seemed to move in slow motion. Rarity’s dishes soared over her head towards the judges’ table, catching the garnish plate along the way.

“One!”

The plates landed perfectly in front of the stunned judges with a trio of bangs. The garnish bowl landed at the corner of the table by Chef Cheddar. Finally, the garnish leaves settled gently on top of Rarity’s dishes, decorating them perfectly. The unicorn felt a smile begin to grow on her face; the Sweetie Belle Garnish Trick never failed!

“Zero!” A loud buzzer went off as the crowd finished the countdown, but nopony heard it; they were all to busy screaming about what they’d just witnessed.

“Amazing!”

“-never seen anything like it!”

“I can’t believe that worked!”

After a few moments, the announcer mare politely calmed them down. “Judges,” she said happily. “You may begin eating!”

The judges took a few bites of each dish before talking amongst themselves. Rarity’s heart beat like a drum. By all rights, she shouldn’t be this nervous. It hardly mattered to her if she won or not, but something inside her had ignited. Some enormous fire that refused to let her believe she could lose. The adrenaline rush filled her with a staggering vigor that proved incredibly addicting. She wished the feeling would last forever. Maybe that’s why Rainbow Dash likes competition so much! she realized.

“Judges, are you ready to decide the victor?” The judges each nodded enthusiastically. “Judge number one: which dish was better?”

The first judge wore a large smile on his face, he held up a small sign that said “Chef Cheddar.”

The crowd cheered as the mare on the podium continued. “One for Chef Cheddar! Judge number two: which dish did you like better?”

The crowd went wild as the second judge held up a sign that said “Rarity.”

“Well, well. It looks like we have our first ever vote against Chef Cheddar!” What! Rarity panicked. Nopony’s ever even scored against him? What chance did she have now?

“Judge number three, this competition hangs on your decision: which dish was the best?”

You could cut the tension in the air with a knife. Nopony spoke as Judge number three studied his card. Tentatively, he scribbled something on the card, then quickly crossed it out. He wrote something else down, and then flipped the card over.

The customers roared with excitement. A few ponies dropped their eating utensils, they clattered to the floor unnoticed as the uproar rocked the building. “Fillies and Gentlecolts; after six long weeks under the strangle hold of the invincible Chef Cheddar, we have a new Carrot Garden Champion! Congratulations Rarity! Come and get your fifty Bits!”

The unicorn walked numbly up to the platform where the announce mare happily plopped the bag of coins in Rarity’s hooves. The customers' cheers were deafening; Rarity was sure that they could be heard in Ponyville. The loudest of them probably came from her friends, who hooted and hollered as she walked back to the table with her bag of Bits.

“Aw-right!” Rainbow Dash cheered. “I knew you could do it, Rares!”

Rarity felt very flattered by her friends’ praise and congratulations as she sat down. “Well, thank you girls. But it was nothing really.” She emptied her prize into the larger money bag she’d strapped to her side before leaving Ponyville.

Cutlass gave her an look of mild amusement. “That was some very skilled blade work.” he said musingly. “Who taught you?”

Rarity inhaled sharply, she hadn’t really wanted to talk about that. Well, she thought. I suppose I don’t have to tell them the whole story. “When I was young, a stallion broke into our house. My father decided that we should be able to defend ourselves, just in case. So he started taking our family to defense classes.” she said evasively. She hoped that that explanation would be enough for her friends.

“Huh,” Rainbow snorted. “I guess I really do owe you an apology!”

The friends chatted idly for a few more minutes, enjoying the cool breeze. A few ponies walked up to Rarity and offered her congratulations. The looks that some ponies were giving her had gone from warm to slightly creepy and it was starting to make Rarity anxious. A few of these ponies looked... dangerous.

“Shouldn’t we be getting to the castle?” she asked, as yet another stallion got too close.

“Absolutely!” Cutlass agreed, getting up from his seat and stretching. “Let’s go!” He tossed a mouthful of Bits onto the table and headed for the street. The group followed him, most of them still wrapped up in their respective conversations.

“Ooh! I can’t wait to get there! What do you girls think the castle will be like?” Pinkie Pie asked as she bounced along.

“Um... Big?” Rainbow Dash said, floating above her. “And... castle-ly?”

“Castle-ly?” Twilight raised an eyebrow. “Did you even put any effort into that?”

Rarity could have sworn she saw Dash’s face gain a reddish tinge at the other unicorn’s words. Refusing to look up from the ground, Rainbow answered her with a huff. “Shut up...”

The streets were now packed with ponies. They seemed to move in clusters, each with a different number of ponies and a separate place to go. It was nearly impossible to stay on course as the group made their way to the other side of the road. Rarity fell to the ground as somepony bumped into her side forcefully. The clinking of coins reached her ears as she glanced up to see who had just smashed into her.

“Hey!” Rainbow Dash shouted angrily. “Give that back!” Without warning, the cyan pony darted off through the sky. Who she was after became apparent when a scruffy pegasus pony took flight over the crowded street and zoomed away. A polychromatic blur trailed behind him.

Twilight looked over to Rarity with a frown. “What just happened?”

The white mare was still too stunned to fully absorb the situation. In a soft voice, she told her friends why the pegasi had seemingly started a race around the city. “He... he just stole my coin bag...”

The group charged through the streets in a crazed attempt to keep up with the breakneck speed of the racing pegasi. Cutlass had long since taken to the skies himself, but the weight of his armor prevented him from keeping pace with Rainbow Dash.

Rarity ducked under a dresser two ponies carried through the street, keeping her eyes glued to the sky. Her friends ran beside her, with the exception of Applejack, who led the pack through the streets. Ponies yelled in protest as they were forced to the side of the street to make way for the sudden stampede.

Rarity still couldn’t believe that somepony had stolen from her. All of her money was in that bag, and now it was gone. If the thief got away with it, then she was in deep trouble. She would have no money to make dresses, to buy food or pay for bills. She’d be forced to sell her gems just to keep her head afloat, and then she wouldn’t have any of the precious stones to make her living with. No, losing the thief was not an option.

Applejack tore down a dark alleyway to the left. Rarity and the rest of the gang followed in hot pursuit. They jumped over a large puddle and out the other side of the alley, back into the sunlight. The rainbow trail still flashed over the sky, back and forth around the city. It seemed that the pickpocket was more focused on losing Dash than getting home.

The trail flashed over the sky and then took off to the other side of town, disappearing into the horizon. The friends hurriedly followed down on the street, ducking ponies and dodging carts. “Hey!” One earth pony cried furiously as somepony crashed into his merchant stand. The street filled with round green vegetables that rolled about and were subsequently trampled into slaw. “My cabbages!”

The group ran into an intersection of two streets and looked around. Rainbow Dash’s trail had disappeared. Cutlass swooped down next to them and landed neatly. “I lost them.” he said simply, folding his wings. “But I saw them go in there.” He motioned his head towards a back alley that sat between two office buildings.

He led them down the alleyway. It was dark and damp inside, the sun was unable to penetrate the wooden ceiling that had been constructed overhead. The dull gray bricks were coated in layers of graffiti and dirt. The passage ended with a single door leading into an unidentifiable building. Rainbow Dash stood just outside of it, pacing angrily. Her ears pricked up when she noticed her friends approaching.

“He’s in here.” she said. “It’s the same guy as earlier!”

In all actuality, Rarity didn’t really care if it was Celestia herself, she just wanted her money back. Of course, her surroundings sent a chill up her spine. The homeless stallion had scared her with his ragged looks before, and his choice of hidey-holes just furthered her fear of danger. She just wanted to go in, get her Bits back, and forget about this whole disaster. Rarity prepared to open the door, but stopped when she heard a voice speak out.

“Put that away!” Cutlass said in a reprimanding tone. Rarity looked over her shoulder just in time to see a blushing Dash quickly slip her dagger back into its sheath.

“But he kicked me...”

“It doesn’t matter. We’re here to retrieve stolen property, not to start fights.” Cutlass spoke calmly, but his voice was filled with unquestionable firmness. “Never draw your weapon unless you’re ready to kill something.”

He strode passed Rainbow- ignoring her mocking mouth motions- and rapped a hoof off of the door. There was some commotion on the other side, scuffling noises mixed with panicked whispers. Rarity caught one of the louder ones as; “Hide! Now!”.

Cutlass knocked once more. “Open up!”

“Go away!”

“You have something that doesn’t belong to you. I am offering to be reasonable about this. Must I take it back by force?” There was silence. Cutlass sighed and turned around, grumbling something to himself.

“Oh, I get it...” Rainbow said frustratedly. “All thunder and no...” There was a loud crash, followed by the sound of splintering wood and warping metal. Cutlass had kicked the door right off of its hinges. “...lightning.” she finished, chuckling nervously as the guardpony gave her a look of mild irritation.

Rarity was the first to peek through the now open hole in the wall. She nearly fainted when she found what lie on the other side. What she had thought of as a building was actually a wooden structure somepony had built around the alley behind the office buildings with simple wooden planks and nails. Nopony had even bothered to remove the dumpster. The smell of alcohol, mildew and burned wood wafted outside. There was a small fire pit in one corner by a small collection of sleeping bags. A few torches hung here and there, barely illuminating the dark interior of the- well, exactly what it was, Rarity wasn’t sure; a shack? A shanty? She shrugged and just decided to call it a hovel.

Knowing exactly the types of ponies who would live here, Rarity was hesitant to step hoof inside- for all she knew it may be the last step she ever took. However, her decision was made for her as she felt herself being shoved inside from behind.

The unicorn stumbled inside, careful to avoid any puddles. She regained her balance and spun around to find out who’d pushed her. Rainbow Dash sat just outside the door, her eyes darting about. She picked up a hoof and pointed it at Cutlass, who growled. Rolling her eyes, Rarity turned back around to face the interior of the hovel.

There was nopony around that Rarity could see. She wondered, had she imagined the voices and the hoofsteps? No, the others had heard them too. Hay, Cutlass blasted the door in because of one of them. So perhaps they’d escaped? Rarity looked around for a second door, a sewer cap, an upper window, but she found nothing.

A scuffling noise from the dumpster brought Rarity back to earth. She approached it cautiously, and that was when she heard the voices.

“Ow! Get off my leg!” a young voice groaned quietly. It sounded like a colt, and a very youthful one at that. Rarity’s friends were now all inside the hovel, curiously looking around. Rarity caught Cutlass’s eye and beckoned him over with a hoof.

“I’m not on your stupid leg!” A second voice said, it was softer, obviously that of a filly.

“Are too!”

“Am not!”

“Are too!”

“Both of you shut up before you get us caught!” A deeper, adult voice whispered. It sounded familiar, this was most certainly the homeless stallion who’d asked Rarity for money earlier.

“Are the bad ponies gonna hurt us, Papa?” another filly’s voice came; it sounded absolutely petrified. Rarity felt her heart shatter at the words. She didn’t know the full story behind this, and she didn’t need to. The only thing that mattered was the fact that she’d essentially stormed into somepony’s house to take something away from them. Rarity suppressed a tear. She knew all too well what this filly was feeling, and it filled her with guilt.

“No, Ivy. Nopony’s going to hurt you.” the adult voice returned in a soft manner. “And how many times have I told you not to call me that!”

Rarity was going to tell everypony to forget about her bits and just leave, but Cutlass strode right passed her. He reared up on his back legs and stuck his head under the lid of the dumpster. “Hi.”

A shrill scream echoed around the room, piercing Rarity’s ears and forcing her to the ground in excruciating pain. In the corner of her eye, she saw Cutlass fall backwards out of the dumpster and stagger around dizzily. Shortly after, he lost his balance and collapsed a few feet from Rarity, a look of pain plastered on his face.

The screeching continued for a few more moments until the filly had used up all the air in her tiny lungs. Rarity breathed a sigh of relief, thankful for the brief moment of mercy. The group just lay on the ground, their ears still ringing. The guardpony did little aside from blinking for a couple of minutes. Although he was the cause for all of the screaming, Rarity actually felt bad for Cutlass; the sound waves would have reverberated inside the dumpster, making the noise even louder.

Once she was sure she could hear again, Rarity sat up on her haunches and looked around. “Is everypony okay?” She got a few mumbled yeses from her friends and a languid nod from Cutlass. She turned to the dumpster. “What about you in there?”

“We’ll live.” the adult voice answered. There were a few more whispers in the interior of the dumpster and then a hoof appeared. The homeless stallion crawled out of the glorified trash bucket and fluttered down to the ground. “Now would you mind leaving?”

“We’re not going anywhere until you give back what you stole.” Cutlass groaned as he lifted himself off the ground.

The homeless stallion looked away. “I don’t know what you’re talking about. I’ve never stolen anything.” The pony stood up and walked towards the sleeping bags. “So, Cutlass, what brings you all the way out to Hoofington? Going out on another big adventure?”

“It’s nothing that concerns you.” Cutlass replied curtly. “Just give us what we came for so we can leave.”

“Wait...” Twilight said stepping over to them. “I’m confused, you two know each other?”

Cutlass sighed and placed a hoof to his forehead. “Yeah, yeah. Meet my good for nothing older brother, Broadsword.”

“BROTHER?” Applejack screamed. “AND Y’ALL JUST LET HIM LIVE IN AN ALLEY?”

“Oh, I wasn’t always like this, young mare.” Broadsword said, rifling through the pile of sleeping bags. “I was once a high General in Celestia’s Army. Still would be, if-”

“-If you hadn’t started drinking whiskey like it was water.” Cutlass cut in. “He was dishonorably discharged for daily drunkenness.” he finished angrily.

“That bastard Lionheart set me up!” Broadsword interjected, forgetting about his search. He looked Rarity right in the eyes and continued. “I knew too much about his little plans, so he turned me into a fool!”

“Yes, yes, brother. We’ve all heard the story before. I suppose he also held the bottle to your face and forced you to drink it?”

“Ooh!” Pinkie Pie cheered. “Story? I love stories! What’s it about?”

“Nothing.” Cutlass scowled. “Just the rambling lies of an old drunk.”

“Are they lies, Cutlass?” Broadsword replied sadly. “Look at where he is now and tell me honestly; is he not exactly where I said he’d be? The bastard’s a liar and a traitor! I guarantee you he’s the one behind Swiftblade’s death!” There were tears in his eyes as he finished his little speech. He’d obviously had this discussion with Cutlass before.

Cutlass shook his head dourly and sighed loudly. “Just give the mare her Bits back.”

The other pegasus picked up a small canvas bag from underneath a sleeping bag and threw it at his brother. “Fine!” he snarled, turning away to face a wall. “But you leave me with nothing to feed those foals!”

Cutlass picked up the bag with his teeth and gave it to Rarity. “You can have my sympathies, brother, but nothing more.” he said as he walked out. The unicorn’s other friends awkwardly followed, unsure of what exactly they should be doing. She was about to follow, until she saw the faces of three little foals looking innocently out from underneath the lid of the dumpster.

Rarity knew it was a dumb move. Broadsword was a miscreant; a scroungy, mangy, homeless, mess of a stallion that reeked of intoxicants and garbage. He would probably blow most of it on alcohol, or use it to get somepony killed or... or whatever else low class louts like him did with their Bits. But in her heart she knew it was the right thing to do.

Rarity opened her bag, and counted out fifty Bits; her prize money for the cooking contest earlier. Then she put the coins in a separate bag she got from her saddlepack and set it on the floor before leaving the shelter.

Act 1: Finale

Elements of Chaos
Act 1
Finale

Rarity’s sword fell to the ground with a clatter. There was blood everywhere; it poured from the wound, spilled onto the earth and pooled around her hooves. “Oh, Celestia!” she cried, staring at the crimson puddle. “Oh, Celestia, what have I done?”

The body of the guard lay on the ground, motionless. Blood flowed from the stallion’s neck in a steady stream. He was dead. He was dead and Rarity had been the one to kill him! If she hadn’t slashed his throat with her rapier, he would still be alive right now! She’d killed somepony! His blood was on her hooves!

“Rarity?” Applejack’s voice broke the silence and pulled the unicorn from her horror. “Rarity... a-are ya alright?”

Rarity’s mouth felt like it was frozen. Her voice was gone, much like the guard’s own. She felt tears sliding down her cheeks, but her head didn’t seem willing to move either. Her eyes remained firmly locked on the body at her hooves.

A hoof landed gently on her shoulder. “Hey,” Applejack said softly. “It-it’s okay...”

Something about the Earth pony’s words lit a fire inside Rarity. Breathing heavily, she shoved Applejack’s hoof off of her shoulder. “Okay?” she growled. “It is not ‘okay,’ Applejack! NOTHING is OKAY! He is dead!” she motioned to the guard. “I killed him!”

Applejack backed off quickly, shocked by her friend’s sudden outburst. “Now hold on there, partner,” she said carefully. “Don’t go gettin’ yerself all up in ah tizzy. He was tryin’ tuh kill us, remember?”

“It doesn’t matter!” the unicorn cried back. “That doesn’t mean I wanted to kill him!” The guard’s soulless eyes seemed to mock her, their emptiness reminding Rarity of her actions. More tears fell into the pool of blood.

“Uh, guys?” Twilight’s panicked voice sounded from outside. “Can whatever’s going on in there wait for a bit? Rainbow Dash just passed out!”

Rainbow. That was why Rarity had jumped into the fight; to protect her friends. After Dash was thrown against the cave wall, the guard had advanced upon them. He’d mocked them and laughed at their terrified screams while he swung his blade at them. Rarity had been forced to act. What else could she have done? Allow her friends to die? Never. Still, the idea that she’d just ended somepony’s life gave her a feeling much akin to having her heart ripped out of her chest.

Rarity felt somepony pulling at her. Applejack was trying to lead her out of the cave and into the sunlight. Tearing her eyes off of the horror scene before her, she re-sheathed her rapier and followed her friend.

As Rarity exited the cave, fresh sunlight washed over her and warmed her fur. This wasn’t right though, it couldn’t be! She’d just killed somepony; the whole world should be dark and gray, not bright and vibrant, with colorful birds flitting about through the trees. Their beautiful songs only added to the mockery of the world around her.

“Oh my!” Fluttershy squealed fearfully. “We need to get her some help, fast!”

A few dozen feet from the mouth of the cavern, her friends stood in a circle. Rarity plodded over to them and squeezed between two of the ponies to get a look at Rainbow Dash for herself.

Rarity looked over her cyan friend. She was unconscious; of that much she was certain. However, being untrained in the field of medicine left her fearful of her friend’s condition. The only evidence of her injury was the blood that dripped from the top of her head. While this was most certainly not good, Rarity was unsure of just how bad the situation was.

“She looked fine a minute ago!” Twilight said worriedly. “But when she got up she just kind of... fell back over. I-I think she might have a concussion!”

The ponies just stared in silence, unsure of what they could do to aid their flying friend. Applejack seemed to grow impatient, tapping her hooves on the ground and growling in frustration.

“C’mon, y’all!” the orange pony grunted as she hoisted the unconscious pegasus onto her back. “We should git back tuh Hoofington an’ tell Lionheart what’s happened.”

“But first we’re gonna help Dashie, right?” Pinkie Pie asked, looking to be on the verge of tears.

“O’ course, Pinkie Pie!” Applejack said reassuringly. “An’ Ah’m sure she’ll be fine!” Rarity tried to ignore the fact that Applejack seemed to be trying to convince herself more than the pink pony whom had asked the question,

“Um... excuse me?” Fluttershy said quietly. “But what about Cutlass? We can’t just leave without him...”

Twilight shook her head slowly. “Fluttershy,” she said softly. “We all heard that blast. There’s no way anypony survived that.”

“What about Mr. Friendly in there?” Applejack asked. “He made it out all right.”

“Judging by the time it took him to reach us, I’d say he wasn’t very far behind.” Twilight countered sadly. “That wasn’t just a regular explosion either,” she added. “A blast that huge only happens when a unicorn’s horn breaks, releasing all of their raw magic at once. There will be nothing left of anything near the point of origin. Cutlass is gone...”

They stood there in silence for a few moments, letting the words sink in; Rarity almost threw up. She’d just killed somepony and now Cutlass was dead; this was way too much for a mare like her to handle in just a few hours! Sure, the white pegasus wasn’t exactly the picture of affability, but he was their friend, and Rarity would refuse to call him anything less. Anypony that would sacrifice their life to save ponies they barely knew was all right in her books.

“Well, let’s git goin’ then...” Applejack’s quiet tone broke the silence. “Ah’m sure that’s what he’d ah wanted.”

The five friends nodded in agreement and set off for the city with tears in their eyes. With all that had happened, there was no way this day could get any worse for them.

What kind of coat color is Yellow-Green? Rarity wondered in disgust. It looks hideous on her, the poor dear! The subject of her thoughts being, of course, the unfortunate doctor wrapping bandages around Rainbow Dash’s head.

Rainbow was still looking worse for wear. She’d been limp and lifeless the entire way back to Hoofington and Applejack- being the only pony strong enough- had borne the strenuous task of carrying her the whole trip. She caught a break when they reached the city gates though, and they were swarmed by city guards and concerned pedestrians who took the earth pony’s labor for her.

Now they were here at Hoofington General Hospital. After waiting for what seemed like hours for somepony to come in and examine Rainbow Dash, they got Doctor Open Heart. She’d come in just a few minutes ago and got right down to business, asking questions and surveying Rainbow for serious damages.

At least the bleeding stopped, Rarity thought. Thank Celestia for that! There was only so much chaos she could take in one day. Losing not one but two friends on top of murdering somepony might very well drive her over the edge!

“Is she going to be okay, doctor?” Fluttershy asked. She stood near the back of the room, far away from the limelight, but still managed to be heard over the whispers of her friends.

“She will be fine.” The doctor responded without taking her eyes off of her patient. “Tell me, who was the one that treated her with Nacol Root?”

“Um... that would be, uh... me.” Fluttershy answered uncomfortably. “I’m sorry! I was just so worried and I had to do something, and-”

“No, no!” The doctor said happily. “I just wanted to say that it was genius! Not many ponies know that the Nacol Root can ease pain and speed up the scabbing process.”

“Oh... Um, thank you?”

“Fluttershy runs an animal clinic back home in Ponyville.” Twilight said proudly, wrapping a foreleg around the pegasus’s neck. “She’s really very good at it. The animals all come to her with their problems. I’m sure it’s only natural that some of her skills could translate to equine medicine.” Fluttershy simply blushed at the unexpected praise.

When Doctor Open Heart was done wrapping Rainbow’s head, she climbed down from her stool and stood back to examine her work. Nodding in approval, she began to clean up the remnants of her supplies.

“So what’s the damage, doc?” asked Applejack. “Nothin’ serious, right?”

“A simple grade two concussion,” she said. “Nothing all that bad. Just keep her from doing anything incredibly strenuous for a week and she’ll be fine.”

“But Doctor,” Twilight interrupted. “I’m familiar with the concussion grading system. She’s been unconscious for almost three hours!”

“You said she was conscious after she hit her head, right?”

“Yes,” Twilight confirmed. “And when she stood up, she just fell right back down.”

“Was her breathing shallow?”

“I’m not sure... I think so, but I wasn’t really paying much attention to that.”

Doctor Open Heart nodded. “It sounds like she just wasn’t getting enough oxygen to the brain and her body shut itself down to slow her breathing. No worries, she’ll be up and about in a bit!”

“Oh, that’s great news!” Rarity sighed with relief. She’d been fearing for Rainbow’s safety ever since they had left the cave. The constant jostling of her sleeping body couldn’t have been healthy for her in her current state.

A knock sounded on the door next to Rarity. “Hoofington Guard!”

Rarity knew that voice; it sounded like Chief Quicksilver, the guardsmare who had detained them when they’d first arrived in Hoofington. What does that dreadful mare want now? she thought vexedly.

The door opened violently, crashing against the wall and shaking the certificates that hung upon it in their frames. In walked an angry looking Quicksilver, flanked by two equally angry looking guards.

The guardsmare stood in the center of the room, taking in the scene around her. She looked each of the ponies up and down, her face showing her disgust. Then her gaze fell upon Rainbow Dash. “So it’s true.” she growled softly. “You have returned alone.” She turned to her subordinates, “Take them into custody,” she said. “I want them booked and celled before nightfall.”

“Woah, woah!” Doctor Open Heart cried, stepping between the groups. She regarded Quicksilver with an unamused stare. “What is happening here?”

Quicksilver, to her credit, did not flinch or even blink as the doctor got in her face and looked her indignantly in the eyes. “Doctor,” she said calmly. “These ponies you seem so eager to protect- did they perchance tell you how their friend was injured?”

“In a fight!” Open Heart responded haughtily. “Now, I’d thank you kindly to leave!”

“These ponies have been documented fighting and killing Hoofington Guards,” Quicksilver announced. “Another pony they travelled with, a prime suspect in the royal kidnapping case, has vanished. They were sent to retrieve missing stallions from the Mt. Ogatunga Mines. Instead, they killed them and blew up the mountain.”

“Wh-what?” the doctor stammered, taking a second look at her patient and the ponies surrounding her. Rarity did her best to give a soothing, comfortable smile, but she knew it wouldn’t work.

“Now wait just one apple-buckin’ minute!” Applejack protested. “Yer takin’ ever’thin’ completely outta context!”

“What context?” Quicksilver asked roughly. “The law is blind to context! By order of his Majesty, King Lionheart, you ponies are under arrest on the charges of kidnapping and detaining of our Princesses, aiding and abetting the traitor Cutlass, and the murder of several Hoofington Guards!”

Rarity felt woozy; this couldn’t be happening! Not again! “Wha-”

“You are to come with me immediately, whether by will or force, to the Hoofington Prison.”

“Bu-” Twilight tried, but was cut short.

“You are to remain silent; Any speaking can and will result in the forceable removal of your tongue. You are to remain compliant; Any resistance can and will result in the forfeiture of your consciousness...”

Quicksilver continued to recite the Equestrian Criminal Rights to Rarity and her friends for the next few minutes. Details ranging from how many feet they had to be away from pedestrians at all times during their transport, to how they had to act during booking flew into Rarity’s still unbelieving ears; How could this have happened? King Lionheart had personally called for their freedom the first time, so why had he sent a warrant for their arrest now? It didn’t make any sense at all. The guardsmare had to be lying: she’d obviously decided to take them prisoner again because Cabal had released them earlier. In any case, Rarity knew was that she was upset; furious! This mare had a lot of nerve to disobey a direct order from Prince Cabal!

“What about Rainbow Dash?” Twilight spoke over the guardsmare. “She’s not even conscious!” Rarity wanted to slap Twilight right then, was she asking to have her tongue cut out?

Quicksilver seemed ready to give Twilight a piece of her mind, but apparently, Twilight’s question was deemed excusable. The guardsmare turned to Open Heart. “Does she require medical observation?”

Open Heart, still stunned for the most part, simply shook her head. “No. She should be fine soon.”

“Then she can recover in her cell.” Once more, she turned to her guardstallions. “Take them into custody.”

[X] [X] [X] [X] [X] [X] [X]

“Is this really how criminals are forced to live?” Rarity moaned in disgust. “I thought taxes were supposed to pay for better quarters than this!”

Twilight let out a low growl of frustration, forcing herself to not yell at the prim mare to be quiet for once. It was true, their chambers were in a sorry state, but they were being charged with capitol treason and murder; if ponies charged with those types of crimes were lodged in bright, cushy cells with high-end beds and room service, she would have to question the legal system’s sense of justice.

Still, it was dark and dank in the long, stone corridor. Cells lined the underground hallway the entire length, rusty iron bars separated them from the walkways. The stone walls were cracked and crumbling, condensation leaked through some of the holes in the ceiling; so much so that there were grates on the floors so that the area would not flood. Twilight and her friends were locked up at the farthest end of the room, split into pairs to share cells. From what Twilight could tell, they were the only ponies there.

Rainbow Dash lay on the single bed behind her, still very unconscious. Twilight had been forced to pick her up manually from the floor where the guards had dumped her and position her on the lumpy mattress. Not one sound had emanated from the cyan pegasus during the past few hours. Rarity and Applejack stood behind the bars of the cell across from her, the latter looking ready to quiet the unicorn herself. To Twilight’s right, in the final cell of the hall Fluttershy and Pinkie Pie were sitting on their bed.

Twilight sighed and rested her head against the bars as Rarity continued her jeremiad on the conditions of their living quarters. The other unicorn was her friend, sure, but that didn’t mean she couldn’t get tired of her. Rainbow Dash was living proof of that; the brazen pegasus always managed to find Twilight’s last nerve and jump on it. Still, it was in their nature. Twilight would no more wish to change Rarity than she would wish to change Rainbow; they were unique... special, and Twilight liked them like that.

The unicorn felt sleepy; bone tired and lethargic, not to mention powerless. For the first time in her life, Twilight wished she wasn’t a unicorn. Non-unicorns didn’t have to worry about magical wards that constantly sucked at their pools of energy to prevent the use of magic. Pegasi couldn’t break doors down with their wings, Earth ponies couldn’t buck iron bars or twist them like bits of straw using only their minds. Those powers were reserved solely for the horned. Like Twilight, who felt ready to join Rainbow in a peaceful slumber.

The inside of one of the cells on the opposite side of Twilight was outfitted like an office, with paperwork and books stacked upon multiple desks. Sitting on one of said desks, was all of the equipment that the group had been traveling with, minus the things that they’d left in Castle Hoofington, of course. Applejack’s hat and rope, Rarity’s sword, Rainbow’s dagger... they’d even confiscated a strawberry cupcake from Pinkie Pie. It seemed to glow faintly in the nearly complete darkness.

A ways down the hallway, a door closed loudly. Hoofbeats made their way down the rocky, weathered path, clip-clopping loudly in the confined space. Twilight picked her head up and tried to make out the newcomers through the darkness.

They were stallions, four of them. Two of them walked with an air of self importance, striding regally ahead of the other pair. Once again the smell of rotting flesh filled Twilight’s nose, nauseating her and creating a feel of desperation in the darkness.

The stallions approached the holding cells, stopping just short the final set so they could see all six of their captives. One of them stepped forward, taking the floor for what Twilight assumed would be some sort of speech. She knew who he was before he began to speak; the silver armor, the gray streaks in his crimson mane, the extra-long, incredibly sharp sword adorned on his side; it was none other than the king himself.

“King Lionheart!” Rarity sighed with relief. “Thank goodness you’ve come! The conditions in here-”

“Silence!” Lionheart interrupted curtly. Gone was the friendly demeanor with which he had first greeted the ponies. Now there was something else in his voice; something sinister.

Lionheart slowly looked around the room, regarding each of his prisoners. “You fillies are not making my life any easier. You were supposed to die in the mines.”

Twilight’s jaw dropped. Was he saying what she thought he was saying? “You... you were trying to kill us?” she gasped. “But why? That doesn’t make any sense!” Lionheart was a guard! One with an amazing service record! He was hoof picked to stand in as Captain of the guard by her brother while he was on honeymoon!

“Orders,” Lionheart said frankly. “Honestly, I would have preferred to kill you the first time you came here, but my master disapproved of that plan. So you were to be sent to your slaughter in the Ogatunga Mines. His idea, not mine.”

“You... You monster!” Applejack roared. “ You’re working for Eclipse!”

“Of course.” Twilight could almost smell the conceit in his tone. Lionheart began to pace around the small cul-de-sac the cells formed at the end of the hall, his tail twitching every now and again. “It is the dawning of a new era! Equestria has gotten soft! Our borders have steadily grown inward for millennia because Celestia is too afraid to start a war over our own land!”

“But that’s why we have guards!” Twilight cried. “The guards, our military, if Celestia didn’t care, she wouldn’t even have them!”

“Filly, have you ever been in a combat situation?” The unicorn was about to answer in the positive, but Lionheart continued without deterrent. “I’m talking a live-or-die, sword-in-mouth, fighting to the last pony, ground exploding under your hooves, friends dying all around you death ground?”

Shocked into silence by the horrible detail Lionheart put into his question, Twilight simply shook her head.

“Then you wouldn’t know.” The traitorous King made it to the end of his stride and made to go another loop. His hooves stomped on the ground with force, as if this matter was incredibly important to him. “Let me tell you something filly; war is Hell? Ha, you don’t know the half of it! Twenty years ago, I led a small company into bandit territory on a hostage rescue operation. The place was filled to the brim with crooks, thieves, murderers and the like, but I was confident that my training had prepared me for it.

“We entered through the back gates and sneaked into their main complex. Our plan was to grab the hostages and run while a few defenders stuck around to hold off the kidnappers. It didn’t work out that way; halfway to the target location, we were caught. I was forced to charge my team through the doors and take the hostages back by force. Only we were completely surrounded by the time we were ready to leave. I was ready though. Academy training and more than a few drug busts under my belt had given me what I believed to be the best tactical knowledge around. I was cocky.”

Lionheart paused and looked at the ground sadly, mumbling to himself. Twilight caught something about sunshine. Looking back up, he stared Twilight directly in the eyes and finished his story. “My entire company; every hostage; dead before the fight was over. Two hours after our mission had started, I was the only one who limped out of that mud hole.

“If we were trained better;” he rumbled. “Had a decent budget; maybe a ruler who actually cared about defense, those fifty ponies would still be alive today!”

Applejack jumped up with her hooves on the bars of her cell, calling the attention of the Guard Captain. “Hold up,” she said indignantly. “Ya can’t just judge the Princess on the turnout of one battle!”

“One battle?” Lionheart chuckled. “Don’t make me laugh, filly. Even Celestia herself was powerless to stop Nightmare Moon! Our forces never stood a chance against Discord! And just look at the Royal Wedding! The Queen of the Changelings herself; right under the nose of our dear, loving defender, Princess Celestia! Luna never even raised a hoof to help us on either account. They’re still mopping up blood from that day!

“No,” Lionheart growled. “We need a leader who will not put politics and petty projects ahead of defense. Eclipse will be a far better ruler than Celestia or Luna ever were! It will be a new, golden age of peace and prosperity, with the Equestria that was always meant to be!” He lowered his hoof back down to the ground and settled his gaze back on the cells. “Too bad none of you will ever see it.”

“That’s right you big meanie pants!” Pinkie cried. “‘Cause we’re gonna stop you!”

Lionheart resumed his pacing, albeit at a slower stride. “No, you’re not.”

“What makes yah so certain o’ that, huh?” Applejack said cockily. “Ya’ll can’t keep us locked up here forever; somepony’s bound to come lookin’ fer us!”

Twilight smiled. Applejack had an excellent point; Lionheart couldn’t keep them locked up underground forever, most of Ponyville knew where they were. Sooner or later, they’d send somepony to investigate. They had the evil king now!

“You are correct, but I cannot simply let murderers and traitors roam free!” Lionheart said, intentionally overdramatizing each syllable.

“Wh-what are you talking about?” Rarity shivered.

Twilight could actually feel Lionheart’s sadistic smile. “You may not have died in the mines like I planned,” he said. “But as far as Hoofington is concerned, you’ve killed half a dozen guards, assisted a traitor in escaping justice and, for all they know, even kidnapped the Princesses themselves. You are to be hanged at dawn.”

For the second time that night, Twilight felt like crying. Why was the whole world falling apart around her? First her magic, then Celestia and Luna, Cutlass’s death, Rainbow getting injured and now execution? She didn’t know how her rapidly shortening life could get any worse!

“Y-You big meanie!” Pinkie cried as the king began walking away. “You promised to help us!”

Lionheart stopped in mid-step and turned his head around to look at Pinkie Pie. He circled around his compliment and made his way back to the center floor. “I did say that, didn’t I?” he mused.

A second stallion stepped into the cul-de-sac. “Father?” It was a soft voice; the tone of a young stallion who was unsure of what was going on.

“Yeah!” Pinkie growled indignantly. “You promised to tell us where the Princesses are you big meanie! You were supposed to help us!”

“Father, you’re not going to...”

“Hush, Cabal,” Lionheart said. “We may be doing some sordid things to achieve our goals, but you must always remember your honor.”

“What?” Cabal gasped in confusion. “Father are you mad? He’ll kill you!”

“Relax, boy,” Lionheart replied. “It’s nothing so drastic.” The King looked to his son. “I did promise to tell them where the Princesses were upon their return. You must always remember son, a stallion is only as good as his word.”

Huh? Twilight thought. She wondered what exactly Lionheart defined as ‘his word.’ Every guard was sworn into service with the customary protection oath he was breaking right this moment! However, Twilight was not about to look a gift pony in the mouth, and she kept her lips sealed.

“Very well,” Lionheart said to Pinkie. “I will tell you what I know; Celestia and Luna are being held in an underground complex in the Razorback Mountains, just South of the Lamos border.”

“Where exactly?” Twilight asked, prodding for as much information as possible. Perhaps she could slip a message off to somepony, or shout it out before they were hanged, or... something! There had to be something she could do with this information!

“Father...” Cabal pleaded.

“Cabal,” Lionheart said calmly. “I gave them my word. Besides, there’s really nothing they can do now, is there?”

“I suppose not...”

“Good boy!” the king said proudly. Turning back to Pinkie Pie, he said, “I’m not sure exactly, Lord Eclipse is very cautious about these things. Everypony who goes there is flown in blindfolded by hoof-chosen pegasi. I do not know the area very well. Not as well as Sharktooth, anyway. Isn’t that right?” The smaller of the two ponies in the shadows released a maniacal chuckle.

Lionheart began to walk away, but stopped for one last thing. “By the way,” he said. “Meet your new guards, Thunder and Sharktooth.” The two shadowed ponies stepped forward, Twilight recognized them almost instantly; they were the stallions who she’d passed on her way to the guest rooms at the castle! She’d recognize that slime green coat and the stench of carrion anywhere!

The smaller stallion grinned evilly, his jagged teeth shining in the little light that came from the torch on the wall. A fresh wave of rotten air washed over Twilight, making her nauseous.

“Ew!” Rarity cried upon seeing him. “What is wrong with him?”

Lionheart smiled. “Sharktooth here is from Lamos. Laestrygonians are carnivores, but him? He was exiled for cannibalism. Good thing too, he’s a valuable asset. You fillies better be nice, or he just might eat you before the morning comes.”

There were twin thumps as both Rarity and Fluttershy fainted onto the ground. Sharktooth simply chuckled darkly.

“Don’t worry,” Lionheart gruffed, his voice coated in malice. He gestured to the large black pegasus. “Thunder here’s got good control over him. Ex-Wonderbolt, aren’t you, Thunder? Specialized in heavy weaponry?”

Thunder gave the king a silent nod. “I didn’t know we were killing children.” He growled. Thunder’s voice was deep, a rolling wave that reminded Twilight more of... well thunder than vocals.

Lionheart did a double take. “What?” he rumbled. “These ponies are not children! They are the only thing that stand in our way! They must be eliminated.”

“They are young enough,” Thunder replied. “I do not kill children.”

“You are not the one killing them,” Lionheart said rebukingly. “But you bloody will if I tell you to! You were hired to do a job, so do it!”

The indignant snort that boomed out of Thunder’s nostrils made everypony flinch, including Twilight, whom it hadn’t even been directed to! Twilight thought that the pegasus was going to retaliate somehow, maybe even attack Lionheart, but perhaps that was just wishful thinking on her part, because nothing more came from him.

Lionheart let out a soft chuckle before finally walking off. “You ponies have a good evening. I’ll be sure to get up bright and early for tomorrow!” With that he and Cabal left, leaving Twilight and her friends with the scariest ponies they had ever met.

Another drop of water fell upon Twilight’s nose. She shuddered and shook her head, trying to rid herself of the sudden dampness. The floor faired no better, cold, hard, and about as dry as a mud puddle after a fresh rainstorm. What a way to spend your last hours, Twilight! she thought dejectedly.

She looked back up at the sleeping pegasus on the cot and contemplated waking her, it was only fair that Rainbow knew about their impending doom. Yet as much as she wanted to, something stopped her. It wasn’t that she didn’t want the warm company of somepony friendly during her last few hours, just that she couldn’t bear the thought of taking Rainbow from her dreams and placing her in this dreary, dank cell with her, where the only thing to look forward to was death- and that was assuming she actually could wake Rainbow up!

Sitting in the center of the cul-de-sac was Thunder. The huge pony had been sitting there, as still as a statue- and just as silent- for the better part of the evening. Beside him- sprawled out on the ground and napping- lay Sharktooth. The stallions hadn’t said anything since Lionheart and Cabal had left, and Twilight suspected they wouldn’t say very much until their masters returned for tomorrow morning’s big event.

“Don’t you worry Rarity...” Twilight heard Applejack from across the hall. “Ah’m sure we’re gonna be jus’ fine.”

Twilight felt her heart go out to the other unicorn. The poor mare had been sobbing in silence ever since she’d woken up. She was currently lying in the corner of her cell, her head resting on Applejack’s forelegs as the farmer stroked her mane in an effort to comfort her.

A similar situation was playing out between Pinkie Pie and Fluttershy, who was attempting to hide her tears behind her mane. They too were huddled up in the corner, albeit in a less... cuddly way. Twilight didn’t blame them. Again, she pondered waking up Rainbow, having somepony that close to her at a time like this seemed like a relaxing idea.

Once again, Twilight cursed Lionheart’s name.

The drops seemed to be getting more constant now, the pitter-patter of them hitting the floor filled the chamber with echoes. Twilight breathed a sigh of relief that none of the water appeared to be falling into the cells any faster. Come to think of it, she couldn’t even see where the drops were going; they were simply sounds in the darkness.

A door slammed somewhere in the darkness, jolting Sharktooth out of his sleep. Heavy hoofsteps raced towards them at a frantic pace. In the darkness, the silhouette of a guard approached. The pony hurried his way down the hall and stopped just before reaching the torchlight.

“Quickly, both of you!” he said frantically. “We need all hooves on deck! We’re being attacked!” The guard’s voice was gruff and low. Twilight swore there was something familiar about it, but she wasn’t quite sure.

Twilight watched as Sharktooth looked up at Thunder, obviously looking for some kind of decision to be made. Thunder shook his head. “No,” he said. “We stay here.”

“Dammit!” the guard cried, stamping the ground. “The Chief told me to get your sorry flanks upstairs if it’s the last thing I do, so come on!”

“No,” Thunder repeated. “Assault or no, we stay here.”

The guard growled in frustration and charged forward. Almost faster than Twilight believed possible, he covered the floor between himself and the other stallions. Twilight caught a flash of matted gray fur before her vision was blocked by a flying Sharktooth; the guard had bucked him into the bars of the cell.

“Hey!” Thunder’s eye’s lit afire. Drawing his scimitar, he shouted, “What do you think you’re doing?” He tried to swipe at his attacker, but his draw had cost him precious time, allowing the shadowed assailant to hoof it out of his jaw and buck him in the nose. Thunder reeled back a few steps, regaining his balance.

A feral roar filled the chamber, causing Twilight to look back over to Sharktooth, who was leaping through the air, his teeth bared like miniature daggers. With only seconds to spare, the guard dived out of the way and Sharktooth chomped down on the iron bars of Applejack and Rarity’s cell.

There was a sickening crunch and a scream Twilight was sure belonged to Rarity as teeth met metal, but as the laestrygonian pony stood back up, he spit a few chunks of something out onto the floor. Twilight assumed that they were a few of his teeth, flattened and broken by impact and the hardness of the bars.

With the few seconds he’d gotten himself, the guard sped off into the darkness, presumably to return upstairs and assist with the attack. One thing was for sure, Twilight thought as Thunder and Sharktooth tore after him in hot pursuit, he’d definitely done his job in getting them to follow him.

Once they were gone, an uncomfortable silence filled the chamber again. Quiet, fearful sobs echoed from the cell where Fluttershy and Pinkie Pie were currently housed. Twilight could only imagine how a display so flagrantly violent must have affected the meek and timid pony.

Applejack was now standing by the edge of her cell, examining the bars. Curious, Twilight moved to the edge of her own cell to speak to her.

“What’s so interesting?”

Applejack didn’t respond. The earth pony just stood there, mesmerized by whatever had caught her eye. After a few moments, she raised a shaky hoof and pointed to the location of her interest.

At first Twilight didn’t see anything, just the bars of the cell, but after a few seconds of close examination, she gasped in horror. That can’t be right! she panicked. Nopony can do that... it’s impossible!

There was a small gap, about as wide as a pony’s mouth, where the cross-section of two bars used to be, in the exact same location Sharktooth had bitten down on. Twilight followed her memory a few inches to the right, and confirmed her fears. The objects that Sharktooth had spit out had not been teeth at all, but chewed up pieces of the iron bars.

If... If he can bite clean through solid iron just like that... Twilight shuttered. What else can he do?

Twilight was imagining all of the horrible things that the green stallion had done with his teeth when her thoughts were interrupted by a heavy grating sound. She looked down the hall to where the noise was coming from. She saw a new silhouette, one that didn’t make any sense at all; it appeared that one of the drainage grates was trying to flip itself over.

“Ow! You’re stepping on my wing, Rose!” the voice of a young colt sounded.

“Well, maybe you shouldn’t have put it there Steel!” a filly retorted. “Get me higher, I’m almost up.”

There was a heavy grunt, and the grate tipped over with a small crash. A small pony crawled out from the newly created hole in the floor, making a valiant effort to pull itself up with its tiny muscles.

By this point Twilight and all of her friends, aside from Rainbow Dash, were all standing at the bars, watching the spectacle play out. Twilight wondered if all of Equestria had gone crazy while she was living in Ponyville or something, because Celestia and Luna getting kidnapped was ridiculous enough without history-stricken evil dictators trying to take over Equestria and tiny ponies crawling out of the sewers!

When the little pony had managed to pull itself up through the hole completely, it turned around and looked back down through.

“Okay, Steel,” the voice confirmed the ponies identity as the filly. “I’m up!”

“Are they up there?” the colt’s voice returned.

The filly looked around the chamber, her eyes eventually settled on Twilight and her friends. Turning back around the face the hole, she again began speaking the colt below.

“Yeah, they’re up here.” she confirmed. “Where are the keys?”

“Ivy’s got ‘em,” the colt said. “Hang on.”

Hoofsteps emanated from below; they sounded a lot like the drops of water from the ceiling Twilight realized, remembering the sudden increase in dripping noises. Just how long were those foals down there? And why?

The hoofsteps returned a few moments later, and a few shiny objects were tossed up to the filly, who caught them in her mouth. Grunting in satisfaction, she quickly made her way down the hall to the six prisoners.

Twilight wondered what the filly could possibly be doing here, until she noticed that the young pony did indeed have a set of keys dangling from her teeth. Is... is she going to do what I think she’s going to do? Twilight thought with a mixture of hope and desperation. She didn’t dare breath as it occurred to her, as though the very thought of it could make the filly disappear.

The filly approached the bars of the cell nearest her, which happened to be Applejack and Rarity’s. Placing a hoof over her lips, the filly gestured for everypony to be quiet as she adjusted the keys in her mouth. She reared up on her hind legs and stretched her neck out, attempting to reach the lock, but came up just short and was forced to drop down.

For one terrifying moment, Twilight thought that despite the courageous effort, the filly’s efforts would be in vain and she would leave them locked up. But the young pony was determined to see her mission through, and on the fourth try, the key slid into the lock. Twilight felt like cheering as she watched the filly open the door and motion for Applejack and Rarity to come out.

The filly sat down, breathing heavily from exertion. Despite the low lighting, Twilight could make out a proud grin on her face as Applejack ruffled her mane in appreciation.

Applejack pulled the keys out of the lock on the cell door and went around the room, freeing the remainder of her friends from their confines. Twilight sighed with relief as she stepped out of her cell and felt her magic return to her, thanking Celestia that the wards placed on cells were only effective on the interior, as she’d felt useless without her powers. The sudden burst of vitality instantly cleared away any inkling of tiredness she’d felt in her cell.

When Fluttershy and Pinkie Pie were out of their cell, they joined Applejack in the office and retrieved their equipment. A bright smile decorated Applejack’s face as she placed her Stetson back upon her head. Perhaps Applejack had been feeling something similar to Twilight’s pain? That hat seemed to be a quintessential piece of the farmer’s personality, like Twilight’s magic. It pleased the unicorn to know that, despite appearances, her friends were not so different from each other after all. Now realizing just how self-pitying she’d been acting earlier, she rolled her eyes at her own naiveté. Everypony had things they couldn’t stand to lose. She’d have to write about that to the Princess... With a pang, she suddenly remembered that she couldn’t.

Twilight looked back into her own cell, specifically, at one cyan mare on the inside. “What about Rainbow Dash?” she asked. There was no way the pegasus could follow them if she was still unconscious.

“Ah’ve got ‘er,” Applejack whispered. The farmer pony stepped into the cell and sidled furtively up to the sleeping pony. Careful not to drop her, Applejack hoisted Rainbow onto her shoulders, adjusting her position for ease of walking. Though Rainbow was but limp, dead weight, she wouldn’t fall off should Applejack be forced to move quickly.

With that taken care of, Twilight peered back down the hall and saw the filly standing over the removed grate. The young pony beckoned them forth with a hoof before disappearing down the hole.

Twilight wasn’t sure what to do. On one hoof, the filly had helped them out, releasing her and her friends. On the other, Twilight knew nothing about her. What if following her led to nothing better than their current situation? It was then that the scholler felt like slapping herself, she was letting herself get paranoid; what could possibly be worse than being executed for crimes she didn’t commit, at the hooves of the pony who did?

Peering down the hole, Twilight judged that, with some wriggling, she should be able to fit through. The only problem was she didn’t know how far a drop it was. The idea of falling ten feet only to smash her face against wet concrete was unappealing to say the least.

An incredibly dim light shone from somewhere beyond the edge of the edge of the grate. In the near total darkness, the filly’s silhouette, some eight feet down beckoned to them. This apparently, was enough for Pinkie Pie, who shrugged and jumped straight in as if cannonballing into a pool, releasing a mighty “Geronimo!”

Looking around, Twilight realized that her own entrance was the next logical choice. Fluttershy was still quivering with fear, Rarity looked like she was about to be sick and there was no way Applejack was going to make it through unless somepony was below to catch Rainbow.

With only slight hesitation, Twilight lowered her rear-legs through the hole and prepared for a drop. It was strange, humbling really, lowering her hooves down as far as she could and knowing full well she wouldn’t make contact with anything. One deep breath later, she released her grip on the floor.

Falling. All Twilight knew was terror as gravity took over and pulled her mercilessly through the air. She was encased in darkness, though there was a dim light here and there, she couldn’t make out anything beyond the steady blackness that surrounded her. Twilight resisted the urge to scream as fear took over her, dominating her brain and sending every molecule of her being into panic-mode. Then, suddenly, it was over.

Twilight hit the cold, hard ground and stumbled back, fighting to regain her balance. A strong set of legs braced her as she nearly tumbled over head-first. “Gotcha, Twilight!” a voice chirped happily.

The lavender unicorn shook her head and planted her hooves back down firmly. Satisfied with her hoofing, Twilight looked behind herself to the owner of her helping hoof. “Thank you, Pinkie.”

“You’re welcome!” the pink pony cheered.

“Shh!” a new voice came, silencing the two mares. A small pony made his way to them. Through the poor light, Twilight could just barely make out the long black mane and silvery fur. The young colt may have been small, but he was stockily built; even his wings, though not fully developed, looked very strong for a colt of his age.

“We have to stay quiet!” he whispered. Twilight was surprised by the authority in his tone; it wasn’t false, she could tell. This colt had earned his place, and he wasn’t above giving orders. “Papa may have gotten them to follow him, but they could come back any time. We can’t risk anypony hearing us!”

Twilight had no doubt that the “they” was Thunder and Sharktooth, and she couldn’t agree more. If those two stallions returned before they were gone, Twilight had no doubt that they would kill her and her friends without even waiting for morning to come.

“Next!” the colt called up in a half-whisper.

Above them, the silhouette of a unicorn peered down into the entrance. “Is it... dirty down there?” Rarity asked cautiously.

“It’s the Hoofington Prison sewer system!” the colt replied sarcastically. “Flowers and sunshine as far as the eye can see!”

“How rude!” the mare huffed. “Fine, I’m coming down.”

Slowly, even slower than Twilight, Rarity lowered herself down through the hole, her rear legs scrambling for some sort of support the whole way. After a moment of hanging by her fore-hooves, Rarity dropped to the ground with a soft clop.

Twilight heard a sniffing sound come from Rarity as soon as she landed. “Oh, my!” she cried in disgust. “What a horrid smell! Oh, it will take weeks to wash this filthy stench from my fur!”

Twilight fought the urge to remind the other unicorn that there were more pressing matters to attend to than coat maintenance and instead looked back up through the grate. Fluttershy was now peering in hesitantly.

“C’mon Fluttershy!” Pinkie cheered, bouncing in place. “You can do it!”

“A-Are you s-sure it’s safe?” The yellow pegasus stuttered. “It l-looks awfully d-dark and s-scary d-down there...”

“It is a little scary,” Pinkie confirmed. “But now’s not the time to be afraid, Fluttershy; we have to be brave now!” Taking a deep breath, she broke into song. “Sometime our lives can get real spooky; they can so very ooky, but you’ve gotta remember Fluttershy, that-” The rest of her words were muffled as Twilight quickly placed a hoof over her mouth.

“Inane as she is, Pinkie Pie does have a point darling,” said Rarity. “We must evacuate these premises quickly!”

There was an audible gulp, followed by a “Fer cryin’ out loud!” before a stunned pegasus dropped like a rock through the entrance. There were no screams, no cries or loud noises, but when Fluttershy stood back up, Twilight noticed the streams of tears that decorated her face. The pegasus desperately reached out to Twilight and wrapped her forelegs around her tightly, burying her face deep in the unicorn’s neck.

“Shy?” the remaining voice above them whispered lowly. “Shy? Y’all okay?”

“I’m sure she’ll be fine,” Twilight responded as said pony quivered against her. “She’s just a little shocked.”

“Aw, shoot!” Applejack sighed. “Ah’m sorry, Shy. Ah jus’ thought that it’d be easier fer yeh if’n we got it over with quickly...”

“Don’t worry about it right now!” said Twilight. “Just send Rainbow down so we can all get out of here!”

Applejack’s response only came back after a few moments of silence “Right,” she said. “Ah’m sendin’ her down, don’ drop her!”

There were some rustling noises from above and the entrance disappeared, covered completely with the limp form of their unconscious friend. Pinkie Pie reared up in anticipation, her forelegs spread wide open. A second later, the hole reappeared and Rainbow was falling down to them.

The falling mare landed safely in Pinkie’s waiting forelegs, however, Pinkie Pie was obviously not balanced- or coordinated- enough to maintain her stance, and fell onto her back with Rainbow on top of her. For one terrifying minute, Twilight was afraid that Pinkie too, had been rendered unconscious. With a groan, one of Pinkie’s hooves raised itself into the air and waved at them; “I’m okay...” the earth pony moaned, though her voice sounded strained.

“Ah’m comin’!”

The final silhouette dropped down and landed next to Twilight with ease. Adjusting her hat, Applejack looked around the area. Realizing that she had not yet done so either, Twilight followed suit.

They were in the center of a long, narrow tunnel that seemed to bore straight through the ground beneath the prison. The group stood right in the middle of all the dreck and filth that populated sewers as it flowed down the path. The walls were cracked and broken, made of a dark brick that didn’t assist at all with the lighting conditions. Farther up the tunnel, around a bend, a faint glow emanated; from what, Twilight couldn’t tell.

“How are we gonna put the grate back, Steel?” The filly asked.

The colt looked up at the hole in the ceiling for a moment. “Leave it,” he said, finally. “We’ve already wasted enough time.”

Without waiting for a response, the colt, Steel, Twilight assumed, began making his way towards the light.

Twilight looked down at the filly, who was wearing a look of disappointment on her face. “Don’t be mad at him,” she said to Twilight. “Steel’s usually really nice, but Papa put him in charge, and he really wants to make him happy.”

Closer in proximity, Twilight could now make out the deep magenta of the filly’s fur and the dark red of her mane. Her young eyes shone the reflection of the glow from the bend and, for a moment, Twilight was reminded of Apple Bloom.

“Nopony’s mad at anypony,” Applejack grunted, heaving Rainbow back onto her shoulders. “We’re mighty happy y’all came along when yeh did! Say, what’s yer name anyway?”

The filly’s face brightened as she spoke. “I’m Rose,” she said happily. “That was my older brother Steel. My little sister Ivy’s just around that corner over there, Steel didn’t want her getting too close to the guards.”

“What exactly are three little ones like you doing in a place like this?” asked Rarity.

“Papa said you needed help,” Rose replied, as if it were as simple as that. “He gave us those keys and told us where to go; It was really easy- but kinda scary...”

“Rose,” said Twilight, her face directed straight at the little earth pony. “Who exactly is your father?”

“Hey!” Steel’s sharp whisper echoed from the corner. “We have to get moving!”

Rose glanced at Twilight, then back at the corner. “Coming, Steel!” she answered. Turning back to Twilight she then said, “We can talk once we get out of here. Come on!” Twilight followed the filly towards the light, understanding that there were certainly circumstances that took precedence over her question.

The tunnels were low, and Twilight found herself ducking her head at every support arch on the way, it didn’t help that they were traveling downhill, either. Grunts from behind told her that Applejack must have been having a difficult time squeezing under the low hanging spans with Rainbow on her back, but no complaints were heard from the stoic farmer.

The hall beyond the corner revealed an entirely new scene to Twilight. The pathway was now fully lit, allowing the molding, rotting bricks to be seen in full. Twilight followed the light to its source and found a little yellow unicorn filly holding a torch as long as she was in her mouth. She stood next to Steel, waiting patiently for them. “Hi!” she cheered as they came into view, waving a hoof excitedly.

Steel nodded as they neared and gave the young filly a directional nudge. Getting the hint, Ivy happily set forth down the hallway, lighting the path with her torch. Nodding his head towards her, Steel then followed with the rest of the group in tow.

No more talking was done as the ponies made their way down the cramped path. The only sounds to be heard were hoofsteps and the occasional grunt from Applejack as she carried Rainbow. Twilight was surprised to find Rarity so comfortable with the situation, there weren’t many things more sickening than walking through a prison sewer system, but the fashionista simply plodded along behind her.

Ivy led the group through a long series of interconnecting tunnels, always heading downhill. Twilight wanted to ask how such a small filly knew exactly which way to go at every turn, but thought better of asking; breaking the silence seemed like a very bad idea to her.

The deeper into the Earth they got, Twilight noticed, the darker the bricks were. Twilight assumed this was because of the large amounts of water and... contaminants that flowed through the place constantly. Suppressing a shiver of disgust, the unicorn forced herself to ignore the grossness of their situation and instead focused on the task at hoof.

The air was humid and thick with the smells of raw sewage and mold. Water dripped from the cracks in the masonry blocks above, landing on Twilight and dampening the few bits of her coat that weren’t already soaked. Taking a deep breath, Twilight silently thanked Celestia that it was only August; she didn’t want to consider getting back outside this wet in the winter time.

Twilight wondered who could possibly be attacking the Hoofington Prison. Perhaps Ponyville was launching a rescue effort? No, she crossed that option off of her list. It would take days for them to find anything out, and days more before they would even get here.

Maybe Cutlass had survived the explosion after all. Twilight felt a pang of guilt over not searching for his remains. Just because nopony had ever been known to live through a raw magic explosion didn’t mean Cutlass was dead for sure, the pegasus was certainly stubborn enough to survive. But the guard had said that the prison was under attack, that the Chief had called for all hooves on deck, including their captors. Surely that disproved her Cutlass theory, no one pony could ever hope to assault Hoofington single-hoofedly, it would be suicide. Especially if they were in any state that Cutlass would be in after getting caught in an explosion and having mine tunnels collapse on top of him. Twilight didn’t know what to think, but she knew the answers would come soon enough, so she trudged on through the sewer.

The tunnel seemed to stretch on forever, leading them this way and that, with no real order. Finally, after what felt like ages, Twilight could make out a faint light in the distance. That must be the sewer dump, Twilight guessed, though the thought didn’t really please her. If that was their exit, it would mean jumping into a mess of water contaminated with sewage.

Suddenly, Steel cursed an sprinted up to the light. “NO!” he cried, slamming a hoof on the bars that criss-crossed over the end of the tunnel. “They blocked it off!”

Twilight approached the exit and looked observed the blockage, wondering if she could perhaps take it down magically. The bars appeared to be made of iron, at least a hoof thick. They spanned the entire length from the floor to the ceiling, and from wall to wall, leaving barely enough light to see Hoofington Bay on the other side.

Upon noticing the scene beyond, Twilight gasped. The sun was getting ready to set, it’s glow reflecting off the water and turning the sea into red and orange glass, interrupted only by soft waves as the tide rolled in. This, however, was not what had caught Twilight’s eye.

In the distance, far on the other side of the city, stood Castle Hoofington. Twilight imagined Lionheart inside, plotting evil, sitting on Celestia’s throne and eating the royal food. The very thought of such a cruel traitor enjoying anything boiled Twilight’s blood.

Steel pulled himself off the bars and dropped back down to his hooves. “I guess Papa didn’t know...” he mumbled lowly. He stayed quiet for a moment, thinking the situation over.

“What now, Steel?” Rose asked.

The colt’s confidence seemed to falter for a second; his eyes widened and his lips pulled back, forming a small grimace. “Uh... let’s go back the way we came.”

“Back to those awful cells?” Rarity questioned, a slight whine hidden behind her tone.

“No.” Steel replied, his bravado returning to him. “Back to where we came in.” Ivy nodded and began walking, her head held high as she proudly carried out her job as torch-carrier.

“Uh, where exactly did y’all come in, sugarcube?” Applejack asked Rose.

“There’s a maintenance entrance by the main gate of the prison,” the filly answered, resuming her pace alongside the bigger earth pony. “Papa pulled it up for us so we could get inside.”

“The main entrance?” Twilight asked skeptically. “Won’t that be swarming with guards?”

“You got a better plan?” Steel countered from the front.

Twilight was taken aback by his brashness; the attitude reminded her very much or a certain cyan pegasus. It was, however, less endearing coming from the young colt. Twilight remembered Cutlass and wondered if the temperament was genetic to pegasi. Even Fluttershy, the most timid and humble pegasus pony that Twilight had ever met seemed to have a bit of an audacious streak; the incident with Iron Will had rid everypony’s doubts of that.

The group followed Ivy back through the tunnels, now constantly traveling uphill. Twilight had thought that walking through a sewer had been bad enough before, but now she was fighting its flow. The smells seemed to be magnified, so much so that Twilight had attempted breathing through her mouth, something she quickly regretted as splattered drops of sewer water landed inside, giving her a taste of a few things she could had died never tasting. Fighting the urge to retch, Twilight promptly closed her mouth and resumed breathing through her nose. The smells of the sewer were bad, but she’d take them any day over the taste of its water.

Ivy continued down the tunnel systems, she sounded content enough where she was; Twilight swore she could hear the filly humming to herself. They followed her back up the twisting maze of pipes, leading them through a different route. Above them Twilight could hear rampant hoofsteps and screaming coming from the floor above the system, and she knew that they had reached ground-level and were walking beneath the floor of the prison.

“He’s only one stallion!” somepony cried from above. “Take him down already!”

Twilight heard Steel release a small chortle from ahead. “They have no idea what they’re getting into with Papa...” he mumbled. Apparently, this was humorous to the foals, as each of his sisters joined him in hushed laughter.

“I don’t understand,” said Twilight. “One stallion? I thought that the prison was under attack...”

“We had to get those guards out of there somehow,” Steel answered “We couldn’t just walk in there and unlock your cells with them sitting right there. Besides, I’m more worried for the guards than for Papa.”

“Papa’s the best!” Rose said proudly. “He can do anything!”

“Mm-hm!” the torch-bearing filly seconded, her words limited to grunts.

“Ah certainly hope so,” Twilight heard Applejack mutter from the back. “Otherwise we’re all dead.”

With that wonderful thought, the group continued down the tunnel. They rounded bend after bend after bend; and the farther up they got, the more commotion they heard. Finally, the endless maze ended at a dead end. Ivy stopped walking and sat down directly under a column of light.

The light came from the fading sun, its light shining in through the sewer grate above them. Beside the hatch, a set of ladder rungs made their way up the wall. This was the only ladder that Twilight had seen in the entire sewer system, so she had no doubt they’d arrived at their exit point.

“Prisoners have escaped through the sewers before,” Steel whispered. “So the Chief ordered the prison’s sewer system to be rebuilt, independent of the rest of the city’s. Once, we get up, we’re going to have to run straight for the gate and hope it’s open, otherwise we’re going to have to figure out a way to get over it.”

Thunderous hoofsteps beat the ground above, but they sounded distant. Whatever was going on was probably still contained in the prison, but Twilight was sure it would leak out soon enough. The sooner they were all out of here, the better.

Steel made straight for the ladder. Giving his followers a nonchalant glance before setting a hoof on the bottom rung, he said; “Wait here, I’m gonna make sure it’s safe up there.”

“Like heck you are!” Applejack snorted, pushing the colt away from the ladder. Steel flapped his youthful wings and snorted in protest. “Look,” she continued, ignoring the gray colt’s glare. “We’ve let’cha lead us around ‘cause y’all know these parts, but Ah’m not lettin’ yeh put yerself in danger! Ah’ll go.”

“You can’t, Applejack,” Rarity interrupted. “Nopony else is strong enough to pull Rainbow Dash up. I will go.”

The earth pony began to remonstrate the white mare’s words, but the her growls fell on deaf ears. They watched Rarity climb the ladder, her mouth gripping the handle of her rapier. With a grunt of exertion, Rarity pushed the grill off the hole and peeked out. After a few moments, she climbed out through the hole and whispered the all clear.

Fluttershy was the next up, flying so fast through the hole Twilight swore that, for a moment, she could give Rainbow Dash a run for her money. Pinkie Pie soon followed, merrily bouncing up the rungs as if she’d done it every day of her life

As soon as Pinkie’s tail disappeared, Applejack turned to the smaller ponies. “Y’all head on up now,” she said, motioning her head toward the ladder. “ Steel gave the older mare a cold look, then gruffly ascended the ladder, followed by Rose. Ivy carefully placed her torch on the ground, then bounded up the ladder cheerfully.

Twilight picked up the torch with her magic, holding it in place while Applejack gently removed Rainbow from her back and set her on the floor. With skill Twilight had always been a bit envious of, the farmer quickly tied her rope around the pegasus’s midsection and her own. Ensuring the knots were tight, Applejack prepared to climb the ladder.

“Yer gonna halfta help me, Sugarcube,” she said to Twilight. “Ah can’t pull her dead weight and mahself outta here.”

Twilight nodded, and placed her hooves around Rainbow’s shoulders. The first thing Twilight noticed was how calm the pegasus was, or, in contrast, how frazzled she was. Rainbow’s breaths were soft and steady, her pulse slow and deliberate; surely the opposite of Twilight, who was stressed beyond belief.

The rope around Rainbow tightened, causing her to rise slightly off the ground. Twilight looked up and acknowledged that Applejack was beginning her ascent. Slowly but surely, with Twilight pushing as hard as she could against Rainbow, the three mares made their way up the ladder. At one point Twilight’s hoof had slipped off a rung and she nearly dragged Rainbow- and by extension, Applejack- with her to the ground, only Applejack’s quick-thinking and incredible strength had saved them.

“Please, don’t do that again,” Applejack said, spitting. “Ah don’t much like the taste o’ sewer ladders.”

“Sorry...”

After a few more grunts and groans, they finally breached the exit and crawled out of the sewer. Twilight fought the urge to drop Rainbow and fall to the ground in a heap- they were far from out of the woods. Now they had to break out of the prison compound, and then Hoofington itself, the military capitol of Equestria. Thinking of what lay ahead made Twilight’s stomach churn, so she turned her mind back onto the now.

Rainbow tossed and turned in Twilight’s grasp, struggling to break free. Thinking that her cyan friend had regain consciousness, Twilight happily obliged and released her, only to find that the pegasus’s movements had only been caused by Applejack’s tugging on her. The farmer pony casually lifted Rainbow Dash up and set her back on her shoulders like a sack of flour.

“Right,” she said. “Let’s git on outta here!”

The thundering footsteps seemed to be even louder aboveground than they were in the sewers, or they were drawing closer. Shouts and howls echoed from the prison’s interior, launching curses and oaths of evil into the darkening sky. They poured out from the windows and bounced off of the high walls around the prison, surrounding the group with angry echoes.

“There!” Steel exclaimed, pointing a fore-hoof at a portion of the wall. It was a large wooden gate, criss-crossing boards made their way down the gap in the wall, ending in points. “That’s the gate!”

“How are we going to get it open though?” Rarity wondered hurriedly.

The ponies began exchanging ideas about how the problem could be solved, meanwhile, the shouts and hoofbeats grew ever closer.

“Maybe we could fly over it?” Steel suggested.

“How?” Applejack countered. “There’re only three pegasi here; You, Rainbow and Fluttershy. Yer too little, Fluttershy kin barely carry a rabbit an’ Rainbow’s out cold!”

“Ooh! What if we get a giant rubber ball, and bounce over it?” Pinkie suggested. “Then we could bounce all the way out of the city and those guards would be all like ‘Oh no! We can’t bounce like they can, we’ll never catch them!’”

For a moment, the only sounds to be heard were those of the ever closing in hoofbeats and shouts, then; “Ah don’t think so, Pinks. Sorry...”

Twilight frowned, if they didn’t get out of the compound soon, those shouts, and the guards they belonged to, would be all over them. While the other ponies debated their method of extraction, Twilight made her way to the gate. When she got close enough, she knocked it with her hoof hard enough to hear a dull thump. It was made of a very sturdy wood, oak perhaps, but definitely not like the iron bars of the grate they’d encountered in the sewer.

It happened all at once, as Twilight took a few steps back, her friends noticed her activities. Just as Twilight’s horn began to glow, Rarity tossed out a “Darling? What are you doing?” before two deafening cracks rocked their world; the door of the prison exploded open and a gray pegasus charged through with and a hundred hollering guards in hot pursuit- and the gate of the prison simply exploded, turning the once sturdy logs of oak into tiny splinters.

“Run!” Twilight cried over the cacophony, and that they did.

Today, probably due to her head start, Twilight led the pack through the streets of Hoofington. They charged through the still busy avenues, much to the misfortune of many pedestrians, who yelped and cursed until they saw what followed them. Twilight didn’t dare slow down, if she did, she feared the sea of guards would overtake her and she’d be taken back to prison- or worse...

A few of the patrol guards joined the chase upon witnessing the escaping prisoners, roaring for them to stop as they sprinted passed. Twilight led her friends through every turn and bend she could find, weaving between merchant stands and building walls. She shrieked in surprise as a dagger flew passed her head and embedded itself in the wooden frame of a carpet salespony’s stall.

“Twi!” Applejack shouted from behind. “Yeh have to lead ‘em through the alleys! Narrow ‘em down!”

Applejack didn’t need to explain more. An alley would act as the perfect funnel; only so many fully armored guardsponies could fit through at once. Following Applejack’s directive, Twilight took the next right and dove straight into an alleyway.

Instantly, she was surrounded by darkness. The alley smelled of mold and trash, but that didn’t detract from its usability as an escape route. High above, the silhouette of a guard stallion flew in the sky. He looked familiar, Twilight realized, he was the guard who fought Thunder and Sharktooth. A glance behind her confirmer her theory; A large black pegasus soared through the air, chasing after the other flyer. On the ground, a raging green stallion was leaping over ponies and gnashing his teeth at anything that got too close.

Twilight decided that getting caught by Sharktooth was definitely not something she’d want, a feeling that was strengthened when he barreled over two construction ponies and bit clean through the iron beam they were carrying to get into the alleyway. Gulping, Twilight raced on, Come on legs, she pleaded. Don’t fail me now!

A darker route to her left provided Twilight with another opportunity to funnel her pursuers down. The new alley was much narrower and almost pitch black. After running through the sewers, though, it might as well have been lit by Celestia’s Sun. She jumped over a fallen trash can and weaved around a dumpster, close-by hoofsteps ensured her that her friends were still following.

A door opened at the end of the alley and a unicorn in an apron started to exit, only to shriek and dive to the side when she noticed the crowd charging toward her. Twilight bowled through the door and took the first corner she came to, the smells of cooking food filled her nostrils. Twilight crashed through another door and paid no heed to the chefs on the other side as they screamed in horror at the intrusion.

“Ahh!”

“Oh my!”

“Out! Out!”

Something clattered against the floor and soon it was covered in scalding hot broth. The heat of the liquid stung Twilight’s hooves, but she knew she had to keep moving. Ducking under the hoof of an angry cook, Twilight escaped the kitchen through the server’s door and bulldozed through the dining area, knocking over waiters and spilling food everywhere.

Twilight leapt through the exit and once more found herself on the city streets; but now she knew where she was- only a few streets away from the Carrot Garden restaurant where Rarity had won her bits. Only a few dozen blocks from the city gate; She didn’t know how they’d get through it, but she’d cross that bridge when she came to it.

“This way!” she yelled, glancing behind her. Her friends still followed at her pasterns, but it seemed like the detour through the restaurant had narrowed their pursuers down to just a mouth-full of guards and Sharktooth. The two pegasi still danced about in the sky, bobbing and weaving through the breeze. Suddenly, the lead pegasus dropped and dove for them.

Twilight fought the urge to shriek, and desperately tried to sprint faster, but it was no use; the matted gray guardstallion landed beside her and kept pace. “What are you doing?” he exclaimed angrily. “Why are you not in the bay?”

Twilight didn’t know how to respond, this was obviously the “Papa” that the foals had been bragging about, but her words seemed to fail her. “What?” she tossed out, taking a sharp turn around an apartment building.

Papa growled roughly. Twilight still couldn’t shake the feeling that something about him seemed familiar, mostly his voice, which she swore she’d heard before. “Never mind,” he responded. “It doesn’t matter now! Do you have a plan?”

“I thought you had a plan!” Twilight cried.

“What? Oh, great!” he roared. “Whatever, we’ll wing it!”

They powered passed the Carrot Garden, the patrons diving to the sides to make room for the stampede coming their way. A loud thump from behind told Twilight that Thunder had decided to continue his pursuit on hoof. She could only imagine the huge stallion charging behind them.

A guard jumped from the sidewalk, intent on attacking them. Before he even neared Twilight though, the gray pegasus launched him back into a wall with a wing. The guard crashed through a merchant stand and lay amidst the rubble, suffering the tirade of another angry merchant. “My cabbages!” the salespony roared. “That’s two days in a row!”

Ahead of them, a compliment of guards seemed to have come to their senses and managed to form a barricade out of the merchant stalls and a dozen spears. They gripped their weapons, jaws set firmly on the shafts, and dared them to come forward.

“Take the right!” Papa exclaimed, grabbing Twilight by the neck and hauling her into the next street. Twilight quickly regained her balance and continued running. Her legs were growing tired, her lungs felt like they were on fire, her heart was thundering in her chest, but she knew she had to keep going, so she willed herself on.

They were now passed the merchant streets of Hoofington and running through the barracks quarter. The ponies here were larger, most likely off-duty guards and garrisoned troops; either way, they didn’t seem content with running away from them. They swarmed Twilight and her friends, roaring and cursing, swinging hooves and throwing objects at them. One stallion managed to grab ahold of Twilight by her mane, but a quick blast of magic got rid of him in a snap.

“Take the right!” Twilight scoffed, dodging a rogue flower pot. “Next time, I chose which way we go!”

“It’s not like we had much choice in the matter!” Papa retorted. “Would you rather have been shish-kebabbed?”

As much as the unicorn detested the idea of being a Twilight Sparkle on a stick, she couldn’t acknowledge Papa’s point- not without making it seem as though she was wrong. Instead, she simply ducked under a mace and raced on.

“AHH!” a high-pitched scream from behind forced Twilight to spin around. Rose had been caught by a large brown stallion and was being held down against the ground. The little filly was trying her best to struggle out of his grasp, but the bigger pony had her down tight.

“Rose!” Papa roared, immediately spinning around and charging back to help the fuchsia filly.

One pony tried to stop him from reaching her, but was knocked back into the swarm of other guards, spilling many of them over like bowling pins. Papa charged on through the chaos, ramming ponies over and knocking them aside, sometimes giving them full-on bucks.

Suddenly, Twilight couldn’t see anymore, a great pressure forced her off her hooves and onto her side. A mare in silver armor stood tall over her, brandishing a dagger in her mouth. The unicorn quickly brought her hooves up to her face, fearful of injury. “This ends now!” Chief Quicksilver announced, swinging her weapon at Twilight’s neck.

A pink blur launched the mare off of Twilight just as the blade neared the end of its arc. The guardsmare was sent sprawling away and her dagger fell to the ground harmlessly. Twilight sighed with relief when Pinkie Pie helped her up off the ground.

“Thank you Pinkie!” Twilight exclaimed. “I was sure I was done for!” Pinkie just nodded and kept her gaze fixed upon the crazy scene around them.

Metallic crashes caught Twilight’s attention and she noticed Rarity and Papa battling the pedestrians. Rose was riding upon Papa’s back, shouting insults at the attackers. Steel seemed to be lurking at the edges of the skirmish, stepping in for brief moments to trip up the guards with a yank on the tail or a nip on the leg.

A ferocious roar sounded and Sharktooth leapt out of the crowd, his teeth bared and aimed straight at Papa’s neck. Luckily, Rose was still riding aboard and she managed to kick the laestrygonian in the face. The green stallion yelped in pain and retreated a few feet, rubbing his eye.

Suddenly, a horrible thought occurred to Twilight. Looking around fearfully, she saw no sign of the third little foal. “Where’s Ivy?” she cried in horror. Any number of terrible things could have happened to the tiny filly; she could have been trampled underhoof, or captured, or-and this was the worst scenario in Twilight’s mind- left behind during the chase.

“Over here,” Fluttershy said, her light voice nearly inaudible over the roars and cries of the ponies around them. Twilight shifted her gaze over to the pegasus and found the little yellow pony sitting upon her back, her smile unwavering, even amongst the chaos. A wave of relief washed over Twilight as Ivy gave her a gentle wave from her perch.

A loud bang shot out of nowhere, and Papa bolted right passed them. “Come on!” he roared. Rarity was already following suit with Steel right on her hooves.

Twilight turned around to find a large scorch mark in the ground with a dozen unconscious ponies surrounding it. Evidently, some sort of unicorn magic had created it, but Twilight was unsure who exactly had cast this particular spell, Rarity, or a guard. Either way, Twilight was glad for the distraction and tore off after her friends.

Bells were sounding, large ones that emanated from their rear. Twilight was willing to bet that they were the Hoofington Prison Alarms, alerting everypony in town that prisoners were escaping. It would explain why everypony they encountered on the streets either ran away, or attacked them.

They rounded turn after turn, constantly dodging the objects and hooves that were thrown at them by ponies they came across. One stallion tried to grab Rainbow Dash off of Applejack’s back, but met the orange mares back hooves instead. The guard was knocked straight to the ground, his helmet bounced off his head and rolled away like a wagon wheel.

Twilight rounded a bend, the shouts and cries of the guards seemed to fade away slowly. Still, they ran until they saw sweet relief; Hoofington’s wall was only a short distance away. Twilight’s relief quickly turned to dismay as she noticed that, indeed yes, the gate was closed. “How are we going to get out?” she asked.

“I’ve got an plan,” Papa said as they slowed down to a trot. Most of the guards had stopped pursuing them in favor of assisting their wounded, but Twilight knew it wouldn’t last very long; she’d spotted a group of pegasi flying in the distance, and figured that they’d be there in just a few minutes. Ahead of them, archers were mounting their crossbows inside the wall, lining up their shots.

Papa led the group into another alley and out of the archers’ view. Rose jumped off of his back and took a seat next to a dumpster. Twilight glanced around nervously, after the huge amounts of noise and confusion she’d just endured, the quiet and seclusion the alley brought put her on edge.

“Alright,” Papa said, adjusting the helmet that hid a large portion of his face from view. “Listen up: That gate is raised on a pulley system that’s wound manually with a winch inside the wall. You are going to have to hold your ground while I fly up there and crank it.”

“Jus’ you against whatever’s inside there?” Applejack scoffed. “Ah know yer good, but yeh shouldn’t go up there without backup.”

“Hm... You’ve got a point.” Papa lowered his brow in thought, then turned to Rarity. “I don’t suppose you’d like to help?”

Rarity shook her head, “I’d rather stay at ground level and help my friends with the guards.”

Twilight was sure Rarity would say no, she was the only pony here formally taught how to fight. Rainbow Dash didn’t count because she was unconscious, besides, the pegasus was self-taught anyway. Twilight knew that Rainbow Dash was good, but there was only so much a pony could teach herself.

No, Rarity couldn’t go, but Twilight knew who the perfect candidate was. “I’ll go,” she said.

“What?” Rarity asked. “Darling, you can’t be serious!”

“I can’t do a whole lot from down here, not much that Rarity can’t do, anyway,” Twilight reasoned. She turned to face Papa, “But I can help you. Unicorn magic would come in handy up there with all of those guards; and I could create a small shield to prevent anypony from stopping you opening the gate.”

“But yer no fighter, Twi,” said Applejack. “Ah’m sorry, Ah jus’ don’ think it’d work.”

“And who do you propose we send instead, Applejack? You? Pinkie Pie? Fluttershy? You have to carry Rainbow Dash and I’m fairly certain sending Pinkie or Fluttershy would be about as effective as sending me up without magic!”

A group of shadows passed overhead, signaling the arrival of the pegasi guards. They darted about, scanning the ground for their targets. Twilight knew they didn’t have time to debate this further, not without getting caught, at least. “Look, it’s up to him,” she said finally, gesturing to Papa.

The stallion nodded, “Let’s go then.” Turning to face the group, he said; “Count to ten, and then run for the gates. We’ll distract them as long as possible, but they will call for reinforcements.”

Twilight peered around the corner to get a look at the wall. It was unimaginably tall, with large parapets adorning the top. Windows mounted with crossbows decorated it in even lengths all the way up. Guards walked too and fro in the parapets and occupied the crossbows , securing the gate from any attackers... or escaping prisoners.

“I don’t see any stairs...” Twilight frowned, disappearing back behind the corner. “How are we going to get up there?”

Papa raised an eyebrow and flexed his wings mightily. “Climb aboard,” he said.

“What? You can’t actually expect me to-” she never finished her sentence. In a blur, Papa sped forward and hoisted Twilight into the air. Twilight screamed in terror as she floated upwards and landed hard on the pegasus’s back. Before she could object, Papa took off into the sky.

Twilight resisted the urge to scream again as they left the ground behind; it was like falling up. Thankfully, there were no serious repercussions like there would be if they’d been falling down- namely the splat at the bottom. She shivered just thinking about it.

Against her better judgement, Twilight looked down. The world she knew was now shrunken, mapped out before her like never before. Everything seemed so small, so very far away. Twilight gulped hard and fought her rising panic; she was fearful of heights in general- it was why she almost never used the hot air balloon Princess Celestia had given her for her studies on cloud types- but this was something completely different. Now she was soaring high above buildings with the world splayed out before her, riding like a foal on the back of some stallion she’d just met and, oh yeah, she remembered as an arrow zoomed passed them, being chased by every guard in Hoofington!

The yells of the pegasus guards sounded as they noticed the intruders and launched their attacks. They closed in on all sides, swords in their mouths and rage in their eyes. Soon they had encircled them completely, Papa hovering in the middle. Twilight gripped his back as hard as she could, whether it was more out of fear of the guards or the ground, she couldn’t say.

“Hold on tight, kid,” Papa warned her. “It’s gonna be a hay of a ride.”

A moment later, the first guard made his move, dive-bombing towards them with his sword, ready to take their heads off. Encouraged by their comrade, the other pegasi followed suit. But Papa hadn’t made a motion in any direction to escape them yet.

Come on, Twilight panicked. Move already! But Papa wasn’t going anywhere, he continued hovering where he was.

The pegasi continued their charge forward, soon they would be within stabbing range of their target. Twilight yelped and buried her face in the pegasus’s dirty, matted fur, preparing for impact. Suddenly, something changed. Twilight felt weightless, like her stomach was crawling into her chest. Metallic crashes sounded from above, creating painfully loud clangs.

Twilight opened her eyes and saw that Papa was no longer flapping his wings- in fact, he wasn’t doing anything. His wings were tucked into his body, and he was- along with his passenger- speedily dropping to the ground. “What are you doing?” she screamed. “You’re going to kill us!”

No response came from the gray stallion.

A few unconscious pegasi fell beside them, their swords gone. Twilight noticed the large dents in their helmets. So that’s what those bangs were... she thought. They crashed into each other!

The ground was drawing closer and closer, and so were the guards above them that hadn’t fallen for Papa’s little trick. The defeated pegasi hit the road hard, their armor breaking to pieces on impact. The sight of their broken bodies littering the street made Twilight sick, but she held on tight to Papa’s neck.

“We’re going to hit the ground!” Twilight cried, noticing Papa hadn’t yet pulled them out of their dive. The ground was dangerously close, so close that Twilight could now make out the individual stones used to make up the Hoofington walkways. The unicorn gripped her ride’s neck as hard as she dared without choking him, afraid of landing like the guards did.

But her worries were unfounded. At the last second Papa’s wings flared wide open and caught them in the air. Twilight breathed a sigh of relief, they’d come so close to crashing that Twilight could literally unwrap her forelegs from Papa’s neck and touch the ground with her hooves. More crashes sounded behind them as a few more guards discovered that not everypony was strong enough to pull out of a dive like that.

The momentum built from Papa’s dive translated into speed, which the pegasus used to dodge and weave between the buildings on the ground. He zoomed around corners, ducked under archways, and, at one point, shot through an apartment building via an open window. The guards stayed on him for the duration, it appeared that all the rookies had been out-flown during Papa’s initial maneuvers; Now, only the seasoned flyers remained in the chase.

Arrows whizzed passed Twilight’s head and implanted themselves in the corner post of the building Papa was flying around. Papa however, wasn’t so lucky. A few stray arrows bounced off of his armor with metallic pings. Twilight shuddered to think at what could have happened it not for the iron plates the pegasus was wearing.

“How about giving me some damn cover?” came Papa’s voice, as yet another arrow ricocheted off his helm.

“How?” Twilight cried. She tightened her grip as Papa barrel rolled to avoid the sword swipes of a few pegasus guards that had joined the chase from the opposite direction.

“You’ve got magic, don’t you?” he jeered, turning around another corner. “Use it!”

“Uh...” Twilight wasn’t sure what to do; she was very good at magic- it was her special talent after all- but she’d never learned any spells that could hurt somepony. However, she was a creative mare...

“Turn around!” She hollered to Papa.

“What?” he cried incredulously. “Are you insane? Why would you want to do a crazy thing like that?”

“I’ve got an idea!”

“Better be a damn good one...” Papa muttered. “Get ready!”

Papa dove around the corner of a building, breaking the line of sight between them and their pursuers. Executing a quick loopty-loop, he spun around and careened back around the corner.

As they rounded the building once more, Twilight began charging her spell. Ahead of them, at least five pegasi were charging for them. Much as Twilight enjoyed the idea of playing “chicken” in armor, she wanted this over as quickly as possible.

When they were within range, Twilight fired a wide burst of purple magic into the air. The wave of energy engulfed the screaming guards; A few of them tried to turn around and out fly it, but it was too late. Guard after guard dropped like rocks onto the ground below. Papa easily maneuvered his way through them and back to the street.

“What did you do to them?” he asked as a body fell beside them.

“Sleeping charm!” she answered over the wind. “I used to use it a lot on the nights before big tests!” Sleep was crucial on test nights; especially since if she hadn’t used the spell, she always wound up staying awake until three in the morning, studying all the material she would be tested on.

By Twilight’s judgement, they were now flying at about half the height of the Hoofington Wall. Far below them, Twilight’s friends were engaging another group of guards by the gates. The unicorn suppressed a giggle as one of them tried going hoof-to-hoof with Pinkie Pie. The pink mare constantly disappeared and reappeared, popping out of cracks in the sidewalk, sewer caps and, on one occasion, the guard’s own helmet.

The guards fighting Rarity and Applejack were faring no better. Forced to deal with either hooves or blades, their attackers were continually pushed back by the threatening mares. Behind the ruckus, standing by the gate, were Fluttershy and the foals. The yellow pegasus was gripping Steel by the wing in her attempt to keep him from jumping into the fracas.

A large shadow cast itself onto the duo, and Twilight craned her neck to see what was causing it. Behind them, a hulking black pegasus was soaring, his wings spread majestically, but his movements were frustrated and erratic. Thunder had finally caught up to them...

The servant of Lionheart was leading a complement of no less than a dozen winged guards, complete with armor and swords. Emblazoned with golden paint on each set of their black armor was a symbol; the claw of an eagle weilding a sword. “Special forces!” Papa roared in exasperation. “Dammit!”

Twilight gulped; if something could worry Papa, the pony who’d single hoofedly fended off every guard in the prison while they escaped, it was more than enough to put her on edge. The group of pegasi seemed to be flying in a particular formation. Obviously, they were more disciplined than the other guards, but that was the only difference Twilight could see. “What’s so special about them?” she asked.

“You don’t want to know!” was the only answer she got before Papa tore into another barrel roll. They spun around for what seemed like forever, Twilight screaming in sheer panic. Her nausea was growing with every twist, turn, dive and roll the pegasus executed, and he wasn’t done yet.

Another arrow whizzed passed Twilight’s ear, she followed the trajectory to a window in the Hoofington Wall. A stallion guard stood in the opening, mounting a standing crossbow. Suddenly, something occurred to her; “Up there!” she cried, aiming a hoof at the Wall Guard.

Papa seemed to understand without clarification; The pegasus charged forward, flapping his wings wildly. Twilight swore that the guard’s eyes grew as wide as dinner plates when he realized what they planned to do. The stallion fumbled around with a bolt before frantically inserting it into his crossbow and firing.

The arrow flew towards them; Twilight didn’t know if it was Papa’s flight path, or if the guard’s adrenaline had given him super-pony accuracy, but she did know that this arrow would strike true. Papa was too busy flying to properly dodge it. In fact, he didn’t even seem to notice the flint-tipped shaft of wood zooming right towards them!

Reacting purely on instinct, Twilight reached out with her magic and swatted the arrow aside, but she didn’t stop there. Before the unicorn knew what she was doing, the bolt flew a complete 180 and began charging back at its user. The guard yelped in surprise and ducked behind his weapon. Fueled by Twilight’s purple magic, the arrow crashed itself into the crossbow’s stand. The stalk of oak buckled under the pressure and sent the crossbow careening down to the ground with a loud crash.

Once the weapon was out of the way, a cowering guard was clearly visible. He didn’t even have time to move before Papa smashed into him. Twilight tumbled off of his back and into a mess of hooves and steel. Something grabbed her tail and she lashed out blindly with a hoof. A solid metal clang told her she’d struck her mark.

Getting onto her hooves, Twilight got a good look at the interior of the wall. It was a long passageway with large windows on either side for defense. Torches lined the areas between the windows and dozens of guards were looking at her, dumbstruck. “Um... Hi?” she said nervously.

“Get them!” was the response. Without a second’s hesitation, the guards began to close in.

Twilight felt a firm resistance when she tried to back up, Papa was standing behind her. The stallion leaned in and said soft and low; “The crank is down the hall that way. Stay close.”

Together, they charged.

[X] [X] [X] [X] [X] [X] [X]

“On yer left!” Applejack cried, ducking under a blade.

Rarity turned her head and noticed the unicorn guard gearing up for a spell. A quick burst of magic sent a barrel of wine from a merchant stand onto him. The guard screamed in surprise as the heavy case crashed into him, and suddenly, red wine exploded everywhere. “Thank you, Applejack!” the white mare answered.

The farmer had to admit, for a fashionista, Rarity was certainly holding her own with that thin little sword of hers. She’d dispatched a fair number of the ponies that were attacking them. Pinkie Pie was definitely a surprise, wreaking havoc among the guards every chance she got. Whenever she got within reach of an assailant, vehement screaming quickly followed. Applejack wasn’t sure exactly what the pink pony was doing to them, but she wasn’t about to argue with results- and boy was Pinkie getting them!

Applejack powered her forehoof onto a stallion’s head, knocking him out cold. The guard fell to the ground by a pile of his comrades. The earth pony looked up and examined the chaos that surrounded them. All around, carriages were overturned, wares from merchant stalls were scattered about, and unconscious guards littered the ground. Behind her, Fluttershy and the foals were taking cover and protecting Rainbow Dash, who Applejack had been forced to set down when the fight began.

The guards kept coming and coming. Applejack had seen Twilight and their new pegasus ally fly into the wall a minute or two ago, trailed by all of the black armored ponies and Thunder, but wasn’t sure just how long they’d be. Meanwhile, she and her group of fighters would have to deal with all of the pegasi guards that had been pursuing the duo. It wasn’t much of a worry though, what few flyers managed to get passed Rarity’s spells were quickly neutralized by kung-fu Pinkie Pie. Applejack herself was watching over both of them, picking up the overflow on either end whenever the need arrived.

Despite the overwhelmingly large numbers the guards now possessed, it seemed that less and less of them were braving the mares. In fact, most of them seemed content to stay a dozen or so feet away and hurl indignities at them while their cohorts waged battle. Something about that rubbed Applejack the wrong way. These were trained Hoofington guards living in the middle of Equestria’s military capitol, yet they were still keeping their distance.

Eventually, the guards stopped approaching. Too late, Applejack realized that their keeping away hadn’t been out of fear. The line of guards stretched from one side of them to the next, pinning the escapees between them and the locked gate. The guards looked at them with smiles in their eyes, assured in their victory.

“Applejack!” Fluttershy’s voice barely made it to the farmer’s ears.

“Behind you!” a much louder colt voice sounded.

“Huh?” Applejack began to turn around, but got a shock when something hit her forcefully. “Gah!”

She tumbled head over hoof into the dirt. A sharp pain in the back of her neck caused her to gasp in pain before she stopped rolling. A fluid trailed its way down her back, spreading warmth to her skin wherever it touched. Something big and heavy was on her shoulders... well comparatively big. Rainbow Dash was big too, for a shoulder load, but she was also a compact pony- even by pegasus standards. This weight though, felt like either a small stallion or a large sack of flour.

Huffing wildly, Applejack tossed her burden off of her shoulders. A wild green pony with a rusty red mane glided through the air and hit the ground, rolling to his hooves in one fluid motion. The stallion took a breath, then shook his head. His mane seemed to be getting in his face; Applejack wondered how the pony could even see with his hair draping over his eyes like that, but paid it no heed- obviously, he could.

Applejack’s neck was still stinging and the dirt at her hooves was growing redder by the second; The stallion must’ve bitten her pretty good. “Sharktooth,” she growled, spitting out a mouthful of dirt she’d nearly swallowed.

The laestrygonian let loose a dry chuckle before pouncing at her once more.

[X] [X] [X] [X] [X] [X] [X]

Twilight burst through the door and placed her shoulder against it. The weight of dozens of guards pressing their own strength on the other side was almost too much for her to bear. Luckily though, Papa was on her side. The pegasus added his own strength to hers and together they closed it on their pursuers.

“How many of them are there?” she gasped. Her breaths were heavy, her legs aching from all of her running.

“Too many,” Papa responded. The guards had given up pushing and were now angrily pounding on the door. One good thing about being inside the Hoofington Wall: nopony had ever expected it. The doors were made of heavy iron with big, bulky locks, ready to repel attackers- or protect intruders.

Papa glanced around the room, taking in its arrangement. “There!” He pointed a hoof at a large crank handle in the center of the room. Connected to it was a series of pulleys and ropes that spanned the entire area, weaving through cogs and pipelines and eventually funneling through holes in the sides of the wooden floor. Twilight however, was staring in shock at one particular area by the window. A large black pegasus was standing there, a scimitar bared in his teeth.

Thunder looked at them with a mixture of concern and frustration. His eyes were dark and cold, but something about them countered the cruelty within. Perhaps the stallion didn’t want to fight after all? Of course, whether or not that was actually the case didn’t matter one bit- he was going to. “I cannot allow you to continue,” he said. “Your escape ends here.”

“I’ve got him,” Papa said, stepping forward. “You’ll have to open the gate yourself though.” Twilight nodded and double checked the lock on the door.

After Twilight had made sure the entrance was secure, she watched Papa draw his broadsword and begin fighting Thunder. The two stallions began with a few simple jabs, each testing the other’s skill level. Suddenly, Papa lashed out with a wide arc, intent on ending the fight early. Somehow, the black stallion managed to dodge the blade by ducking under it. One angry snort later, and Thunder brought all of his mass forward onto Papa. Twilight watched her rescuer stumble backwards from the sheer weight of his opponent, but the gray pony never lost his hoofing.

Sparing a glance back at Twilight, Papa was shocked to see that she hadn’t yet made a move for the crank. “Go!” he roared, gesturing at the objective. “Open it!”

Right! Twilight thought, shaking her head. I have to open the gate! Tearing her eyes off of the battle, she made her way to the winch.

The mechanism was rather large, easily dwarfing Twilight by comparison. The cords were roughly half a hoof thick and wound tightly around the spool. A handle jutted out of the side, carefully, Twilight set her hooves on it and began to push.

The unicorn pushed and pushed with all her might, trying to force the crank down, but it wouldn’t budge. Frowning, Twilight pushed once more, this time jumping into it. Still the crank stayed stuck. “C’mon, crank!” she growled frustratedly. Again she threw herself onto the handle; “Budge!” The crank never moved an inch, even when Twilight backed up and charged into it. Either the winch was rusted through, the guards had locked it, or- as was probably the case- Twilight was too small to crank it.

Frustrated, Twilight reached forth with her magic and latched onto the handle. Pumping as much energy as she could through her horn, the lavender pony pulled with all the willpower of Celestia’s star pupil. The winch creaked and began to move very slowly, winding up the ropes to the gate.

A pounding on the wall of the room broke Twilight’s concentration, and what little progress she’d made on the crank was lost as it rapidly unwound; the sound of the iron bars slamming against stone were loud even inside the Hoofington Wall.

Suddenly, the masonry blocks exploded inward with tremendous force and guardstallions began to pour through the new entrance to the crank room. Twilight delved back into her magical repertoire and quickly shoved them out with a blast of energy. Well... most of them.

Black armored ponies, the ones Papa had identified as “special forces” were still inside the room and closing in on her. In a panic, Twilight released another blast of magic. The purple energy washed over the stallions, but when it cleared, they were still there, their expressions unchanged.

“W-w-what?” Twilight yelped in horror. Was her magic failing her again? Curses! she thought inwardly. Leave it to me to leave all of my stuff in the castle of a traitor! Without Spike’s lyrium potion, she was defenseless if her magic went awry- like right now...

Releasing another yelp, Twilight ducked under the swing of a black sword. Black armor, black swords, she mused. These guards must really like the color black...

Another sword stabbed into the ground by her face, just a hair’s breadth from her nose. Reacting on instinct, Twilight rolled to the side and messily got to her hooves. A simple force field was keeping the other guards outside of the room, but for some reason, it had no affect whatsoever on the black armored guards... all four of them.

A gray pegasus in silver armor flew passed her. Well, Twilight couldn’t exactly call it flying, as it looked more like Papa had been thrown across the room. Thunder trailed right behind him, his scimitar dripping thin rivulets of crimson blood. The black stallion gave Twilight a quick glance, as if to ensure she was being handled properly by the guards, then resumed his pursuit of Papa.

The guard to Twilight’s right lashed out with his sword, intent on hitting Twilight’s throat area. Fortunately, due to a combination of instinct and Rainbow Dash’s “Super Awesome Reflex Exercises,” she managed to duck under it. However, the guards’ plan became clear when the one on the right took his chance to charge into Twilight and pin her to the floor.

The guard wasn’t very much bigger than Twilight, about average as far as stallions go, but he looked downright enormous as he loomed over the unicorn. He gave her a look of smug satisfaction as she squirmed under his grip. It was no use though, the black armored pony was simply too strong for Twilight to just force off her.

In her fit of wriggling, Twilight noticed that the rope that ran under the winch was connected directly to the gate, which she could see beneath the floorboards. Recalling her entrance to the city, she realized that cord was the only thing holding it up. She looked back at the guard holding her, then over to his friends and finally, to their pitch black swords; an idea struck her.

Getting free turned out to be fairly simple once the unicorn stopped struggling. The good news was that a quick concussive blast from her horn easily took care of her restraining predicament; the bad news was that she had to take down her force field to charge it. Kinetic energy rocketed away from her to the winch, hitting the handle, which then circled its way around its track, and came down hard on her captor’s head. As he stumbled across the room, his cronies flooded through the entrance.

Twilight got on her hooves without missing a beat. She didn’t bother examining the situation; it was obviously not good. Assuming Thunder and Papa were still busy with each other, that left the unicorn to face at least a dozen royal guards on top of the special forces on whom her magic seemed to have no effect.

A length of black steel entered Twilight’s vision and she jumped back with a squeal of surprise. The sword passed harmlessly over the position she once occupied. Somepony threw a dagger at her, but luckily they were a horrible shot; the knife embedded itself into the wall on the far side of the room. Still, Twilight figured she had a few minutes at best until somepony managed to land a blow and she’d be finished- she had to act fast.

The guards had yet to get behind her, so she slowly backed her way around the winch, dodging sword strokes and hooves along the way. Once, Papa entered her peripheral vision and she say the stallion buck his opponent square in the nose. Somehow, the strike seemed to do absolutely nothing to the giant mercenary.

A roar of triumph sounded as Twilight finished her semi-circle. A guard had managed to finally sneak up on her rear, and he was winding his sword back. Twilight was ready though- after all, she’d been dodging the damn things for the past half hour or so. As the pony swept his weapon forth, Twilight jumped to the side and watched the blade fly by her. Enraged by his miss, the guard spun around for a followthrough. Twilight ducked under the winch’s rope and rolled to the side as the sword impacted the floor. Twilight glanced up as she twirled onto her back, giving the guard her own smug look.

The stallion seemed confused, but didn’t remain so for long. A loud crash from outside quickly alerted him to his mistake. For a moment, all of the fighting in the room halted as everypony present attempted to locate the source of the noise. Twilight’s attacker simply stared at the severed rope before him, understanding exactly what the lavender unicorn had made him do. She’d made him split the rope holding the gate in place- just like she’d planned.

Although Twilight couldn’t see exactly how the gate had fallen, she was sure that it had dropped off of its track and landed flat on the ground, leaving the entrance to the city wide open. Twilight could only hope that none of her friends had been on the side that the gate had fallen on. Her worries were alleviated when a thick accent permeated the air; “It’s open! C’mon y’all!”

Most of the guards were still distracted, though a few were beginning to refocus. Papa saw his chance and took it, sending a swift kick to Thunder’s throat. The larger pegasus gasped in surprise as he found himself unable to breath. Papa made a move to finish him off with his sword, but though Thunder had been hit, he was still very skilled; Papa grunted as a black wing shoved him away

Secure in the knowledge that her friends were escaping the city, Twilight began to look for her own means of egress. However, the only way out that she saw was the one window- the window blocked by a dozen guards. They all looked at the unicorn, as if daring her to charge them. But then again, she was a unicorn.

Papa had landed behind her, well out of the side-range or her spells, so she began to gather energy in her horn. A concussive blast would knock them aside, and then she and Papa could fly back out and join her their friends. It was a simple plan, but simplicity is always the enemy of a good plan.

Once the guards saw the purple glow surrounding Twilight’s horn, they began to swarm her. Focusing on her magic became increasingly difficult while dodging deadly weapons- as most ponies would easily admit- still, she somehow managed to pull it off. “Get ready!” she cried, hoping Papa was prepped for flight. They would only have one shot at this...

Just as Twilight was ready to release her energy, a stallion managed to tackle her to the ground, “Ah!”

Her head hit the ground hard, breaking her concentration. A loud BOOM filled the room as her magic discharged. Pieces of the wooden flooring exploded outward, other planks screamed and cracked, giving way to the weight of over a dozen ponies. Finally, the boards gave and Twilight found herself sliding down towards the ground. Frantically, the unicorn reached out her hooves, looking for any kind of purchase; there was none. Everypony, guard and prisoner alike slid out of the room and onto the heap of broken boards that sat upon the fallen gate.

Pain, that’s all Twilight felt. It was her whole existence. Her head hurt, her flank hurt, her nose hurt. Everything from the tip or her horn to the ends of her hooves screamed in agony. She cried out, gasped for breath, then cried out again. Stars danced around in her vision, but her eyes were closed. It hurt to breathe, it hurt to move, it hurt to think!

Finally, after what felt like hours, a hoof tapped her on the shoulder. “Get up!” a deep voice ordered.

Twilight wanted to ignore it. The voice had already caused her pain on two fronts. Her shoulder was tender, her ears begged to stop hearing. Why was getting up so darn essencial? There was something important going on, but it was nothing compared to the pain. She had to move... right? Yeah, moving... that was something her brain was trying to convince her to do. Danger, it said. Rest when you’ve escaped the danger!

Weakly, Twilight opened her eyes. Papa stood over her, sword in mouth. He seemed relieved to see her stir. Above him, no less than four stories up, Twilight could see the hole she’d created in the winch room. Just the thought of that horrible fall sent a jolt of pain through the mare’s body.

“Up!” Papa cried. “Up! Get up!”

Ignoring the her pain- which was now growing more bearable- Twilight got back on her wobbly hooves. Aside from omnipresent throbs of agony, she was experiencing no complications from the drop to the ground. The same, however, could not be said for a majority of the guards that had also been in the room. Most of them had landed on the sharp wooden planks, getting impaled on impact. A few though, had landed like Twilight did, flat on the boards themselves, and they too were recovering quickly. In the center of the pile, boards were shifting around as a short green stallion dug his way out of them. Thunder was nowhere to be seen.

Twilight turned to Papa, who asked the inevitable question; “Are you okay?”

Twilight shook herself, hoping to rid herself of a little aching. “I-I think so,” she responded shakily.

“Good, we need to get moving.”

Twilight nodded and let Papa lead the way through the once proud gates of Hoofington. The dirt was caked in droplets of blood, and there was broken wood and wounded guards everywhere. Twilight never thought she’d see the day that Equestria’s military capital would be so thoroughly defeated, but here it was.

They galloped down the country, never stopping to take a breather, never giving any possible pursuer a chance to gain on them; they simply sprinted until they could no longer sprint. Sunset turned to nighttime, and they finally caught up to their friends, who’d gathered together under the cover of a group of taller trees.

“Twilight!” Pinkie Pie’s shouts came. The words had an effect on everypony present, who looked up from the ground at the newcomers. Everypony rushed up to them, greeting them with spirited hellos.

The foals happily jumped onto Papa, knocking him over with their embraces. Steel made a point to ask everything he could about the battle, grilling the stallion for every bloody detail. Rose assured everypony around that she knew “nopony stands a chance against Papa!” Ivy simply latched onto the pegasus and wouldn’t let go, a content smile upon her face.

Twilight found herself facing a similar predicament with an excited pink pony nearly bowling her over with a hug. “Oh, we were so worried!” she said.

“We didn’t know what to think when we heard the explosions,” added Applejack, giving the unicorn an embrace of her own. “Glad teh see yer okay Sugarcube.”

Twilight smiled happily and held the earth ponies closer. She was shocked to find however, when her hoof wrapped around Applejack’s neck, that it her coat was darkened and wet. “Applejack...” she panicked. “Are you bleeding?”

“Ah’m fine, Twi,” The farmer said reassuringly. “It’ll take a lot more‘n one bite from a creepy stallion teh take me down!”

Twilight couldn’t help but smile- that was Applejack for you. She had no doubts that her apple-bucking friend could be bleeding to death and she’d insist she was fine. Still, she’d take her word for it, there was no need for Applejack to act tough at the moment anyway. “Is everypony okay?” she asked.

“Right as rain,” Applejack answered. “RD’s still nappin’, but I reckon she don’ count anymore.”

Nodding, Twilight turned her attention to their savior, who was now attempting to detach Ivy from his leg. “Thank you,” she said.

Papa looked up. “Hm?”

“Thank you,” Twilight repeated. “For everything. We would have been finished if you hadn’t helped us. Thank you.”

There were murmurs of agreement from the rest of the gang. A chorus of “Thank you’s” decorated the air.

Papa nodded. “No problem,” he answered. He examined them very closely, as if searching for something. “So it is true...” he whispered.

“What’s true?” inquired Applejack.

Papa removed his helmet, revealing his graying locks and his old, tired face. “My brother is no longer with you.”

“Ooh! Ooh!” Pinkie cheered. “You’re Cutlass’s brother, Broadsword! But... you were all Grumpy McMeaniepants before!” The pink pony seemed genuinely confused. She gave the stallion a long, hard look, as if she were peering into the depths of his very soul. “Why did you help us?”

“Hm...” Rarity mused. “I would like to know as well.”

“Me too!” Twilight agreed.

The group studied Broadsword carefully, waiting for him to speak. Finally, he did. “When you were being brought to the prison, you passed the Carrot Garden. The alley across is a regular station of mine; patrons are usually willing to give me their change as they leave.

“I saw you being escorted by guards, and I recognized you.” He pointed at Rarity. “I’ve never liked Lionheart, he was always too ambitious for a true military stallion. He had delusions of grandeur even when I was still in the service. When I noticed Cutlass wasn’t with you, and you were heading for the prison, I immediately assumed the worst. Every good deed deserves repayment, right?”

“You were right,” Twilight said happily. “Lionheart’s a traitor, he’s working for Eclipse!”

Broadsword beamed with pride. “I knew it!” he exclaimed. “I knew we couldn’t trust that greasy bastard! I knew it! But, uh... Who’s Eclipse?”

“You remember Discord?” Applejack asked. Broadsword nodded. “He never ruled Equestria, the Princesses just say he did cause the real King- King Eclipse- was so durned bad they completely struck ‘im from history!”

“That’s pretty bad...” Broadsword whistled.

“You bet it is.”

“Anyway, after you were booked in, it was a simple matter for me to ambush a guard and steal his uniform. I sent the foals after you because I thought they could handle it.”

“Hey!” protested Steel.

“-And they did. I’m very proud of the job you three did.” The children beamed at his words.

When Broadsword was finished speaking, a dark silence hung over the group. Finally, Twilight decided to break it. “So, now that you know what we’re up to, would you like to help us?”

The stallion shook his head. “As much as I’d love to take you up on that offer, I can’t; I’m too old to go adventuring. I think the kids and I will stick around Hoofington, see what kind of trouble we can stir up for the good King, yes?” Several cries of approval sounded from the youngest present.

“And sir?” Twilight added, before Broadsword turned to leave. “Cutlass... he died in the Ogatunga Mines...”

“I figured as much,” the old stallion sighed. “Damn that Lionheart! First Swiftblade, now Cutlass...”

“He was ambushed by a group of Lionheart’s guards. He went down fighting...”

“I don’t doubt it...” was all the old stallion said before heading back off into the darkness. The foals followed him, their father’s dourness not registering in their young minds.

Twilight cursed their mission; cursed Eclipse. Because of him, ponies had died; good ponies like Cutlass, and the Hoofington guards who were simply doing their jobs! Much as Broadsword tried to hide it, his sadness at the loss of his brother was all too apparent; the stallion was heartbroken.

Twilight tried not to think about what she would do if Spike ever died, the little dragon was such a beautiful spirit. She’d raised him from an egg, what if one day a pony like Eclipse came along and poof, no more little drake?

No, she thought bitterly. Twilight looked up at the night sky; somewhere out there were her teachers. Suddenly filled with passion, Twilight made a vow to the moon. That’s not going to happen; not to Spike, not to anypony else. The deaths stop here; the horrors stop here; For as surely as my name is Twilight Sparkle, we will bring you down Eclipse!

END ACT 1

Prologue

Elements of Chaos
Prologue

Dear Twilight Sparkle, my most faithful student,
It pleases me to once again read your findings on the study of friendship. Time and time again you continue to impress me with your brilliant insights and in-depth analysis. I know that I could not have asked for a better student, or more faithful protege than-

The alicorn looked up from the parchment, a shiver ran down her spine. Shadows flickered across the dark bedroom, lit only by the lantern on the Princess’s desk and the gleam of her sister’s moon. Celestia frowned, she couldn’t place it, but something felt wrong. Against her gut feeling, she returned to her letter.

-yourself. You have served me well and I am proud to have been your teacher. I look forward to your letters each week-

CRASH!

Celestia was on her hooves faster than lightning. The writing tools fell to the ground with a chorus of muffled thumps. Ink spilled across the floor, staining the carpet a deep, glossy black. Cautiously, the ruler of Equestria crept to the door of her bedroom.

The corridor was nearly pitch black. Only the late-night lanterns remained burning, leaving barely enough light to see anything further than a few feet away. “Swiftblade?” The Princess whispered for her personal guard. No response came from the murky blackness. “Where are you?” Still no response.

Celestia was beginning to worry. Swiftblade never left her side, not even when she was eating. The pegasus soldier was always just outside the door, or hidden away in some dark corner out of sight. Perhaps he went to the bathroom. Celestia thought. It is very late... The Princess sighed with relief at the thought, until she realized something. Why wouldn’t he have found somepony to cover for him? Swiftblade was very dedicated to his boss’s protection, often losing days of sleep before asking another guard to cover for him while he rested. This was incredibly out of character for him.

Celestia could feel her heartbeat pick up again, but shook it off; she was being silly, there was nothing wrong. She quietly retreated into her room.

Cursing her clumsiness, the alicorn tried her best to pull the drying ink out of the carpet. She sighed in defeat after a few minutes and decided she’d just have a maid clean it in the morning. Picking up her quill once more, she resumed writing her letter to Twilight.

You and your friends’ adventures bring excitement and wonder to my otherwise plain and boring days. I wish you well-being and good luck in the week to come. As always, do not hesitate to call upon me if ever-

The breeze blew the ink bottle over, once more spilling its contents, this time all over her letter. Celestia growled in frustration. Cursed night-winds... She threw the note in the trash and decided to turn in for the night when it occurred to her, Wait... wasn’t my window closed?

Celestia looked over to the wall. The curtains flowed softly in the breeze, cold mountain air filled her nostrils and the sounds of crickets chirping in the grass below flowed up to her room. The window was most definitely open.

That was the final straw, the Princess ripped her door open and bolted down the corridor as fast as she could. Behind her, the sounds of heavy breathing and hoof-falls echoed in her ears. “Swiftblade!” She called, her voice nearly in a panic. “Swiftblade!” Celestia’s cries were met only with the sounds of her pursuer. She turned a corner and found herself at the top of the main staircase. “Guards!” She shrieked, stampeding down the stairs. She could not see anypony. The guards, the servants, even the night maintenance crew was missing.

Where is everypony! the Princess cried to herself. The hoofsteps drew closer, fueling Celestia with but more fear and adrenaline. Pausing for only a second at the bottom of the steps, Celestia tore down another hall, ripped open the nearest door... and fell straight to the ground.

Groaning, she climbed back onto her hooves and looked behind herself to see what she’d tripped over. The sight nearly made her scream in both fear and sorrow. Swiftblade, the ever present, caring, courteous guard she’d known for years lay in a puddle of blood on the ground, his mouth gripping lifelessly on his sword. Desperately, Celestia locked the door with her magic. The hoofsteps stopped just outside the room and murmurs emanated from the other side.

Tearful and panicked, the Princess resumed her run down the hall. She had to reach the barracks. The other guards needed to know that the castle was under attack. A loud crash filled the room, her pursuers had smashed the door down. Whoever they were, they were obviously getting impatient. Celestia was going to have to lose them before she did anything else.

In a flash, the Princess was across the hall, through the other door and into the banquet room. Shoot! Celestia cursed to herself, she knew this room well. The Banquet Hall was the large room she used for special dinners with honored guests, typically diplomats from neighboring kingdoms; there was only one exit from here, and she was standing in it.

Shaking, the ruler of Equestria looked around for a place to hide. The large table that spanned the entire room seemed like the best option, but also the most predictable. She would be caught almost instantly if she hid under there. The serving carts! she thought. Celestia sprinted to the other side of the room where four very large wheeled tables stood lined up. Shivering with anxiety, she lifted a cloth and crawled under one.

The door slowly creaked open and the hoofsteps entered. “You saw her come in here?” A deep voice said. It was soft, but it carried a heavy power along with it. No audible answer was given back. The hoofsteps grew closer.

“Wait.” The another voice said. “I know this room, she threw a party in it last month. There is only one entrance, go back to the door and guard it. I’ll find her.” This voice was slick; a slimy, greasy voice that reminded Celestia of a snake.

Once again, no audible response came, but Celestia could hear the first set of hoofsteps retreat back to the door. What is going on here! The Princess took a deep, shaky breath and tried to collect her thoughts. Panicking, she knew, got ponies killed in situations like this.

“Heh, heh, I bet she’s under the table.” The second voice said. The sounds of ripping cloth echoed from the center of the room, followed by a grumble of disappointment. “Hmm...” The voice said as the speaker rounded the room towards her corner. “Oh Prince-ess, where a-a-are you-u-u?” The menace in the voice, the sheer blatant malice so excitedly shown caused Celestia to shiver once more.

The hoofsteps grew closer until they sounded right in front of her cart, at which point they stopped abruptly. Celestia had begun to wonder if her pursuer had located her, when sniffing sounds proved her thoughts to be negative. The sniffing continued for a few moments before it stopped and the hoofsteps began again, continuing on past her.

After a few agonizingly slow minutes, the first voice spoke up again. “We are wasting time here. Celestia is obviously not in this area, we must continue to search the castle before she escapes.” Celestia breathed a quiet sigh of relief, perhaps she could alert the guards when they left.

“But I can smell her, Thunder! She’s in here.” The second voice whined and then returned to sniffing Celestia’s corner. “I must trust my nose, it never lies.”

“Right...” The first voice, Thunder, Celestia guessed, spoke in a slow, patronizing sarcasm. “The same way it didn’t lie in St. Griffonsburg?”

“I smelled cockroaches!” The second voice defended. “I love cockroaches, they’re tasty!”

“It was a scented candle from a Nightmare Night sale! You caused thousands of Bits in damages to the restaurant, forget what you did to that elderly mare-”

“Bah, her leg will grow back.” The second voice interjected between sniffs.

There was a loud sigh from the far side of the room. “We must leave now. The King will not be pleased if we fail.” The sniffing stopped abruptly and the hoofsteps quickly made their way to the exit.

Celestia waited for a bit before climbing out of her hiding place on trembling knees. King? The Princess wondered. What kingdom would dare attack Equestria? It was common knowledge that Equestria was one of the most friendly nations on Earth, one with many, many powerful alliances. The more Celestia thought about it, the more concerned she grew. She had to alert the guards. Taking a deep breath, she once again plunged into the halls.

Taking care to be as silent as possible, Celestia crept through the halls. She was passed her fear, now she was simply offended. Who would dare attack her, a Princess; the Leader of Equestria? Who had the gall to make her sneak about in her own home like a common thief? Oh, when her guards caught these hoodlums, she was going to get some answers, some retribution. For Swiftblade, for herself, for anypony else hurt due to their selfishness. These stallions and their King, they were all going to pay.

Scuffling noises forced Celestia to hide once more on her way to the barracks, this time in a broom closet. More hoofsteps passed by, two or three sets, by Celestia’s count, before she dared venture forth. She stuck her head out of the doorway and checked for any other dangers. With the coast clear, the Princess once more left the safety of her hiding spot.

She had only taken but a few steps before a voice called out, “Yes! You see Thunder? My nose never lies!” Shocked at her carelessness, Celestia began her race to the barracks. Forget subtlety, she was being chased again! Perhaps her guards would investigate if she created enough of a clamor. Putting all of her strength into each step, the alicorn powered through the halls to the west wing of the castle. The hoofsteps echoing behind her and the thought of her dear friend Swiftblade served as the only motivation she needed to rip open the doors of the guard barracks and raise the alarm.

The guard barracks consisted of a large, domed atrium with doors and halls leading off to various rooms for sleeping, eating and training. Celestia was relieved to see a small group of her elite guardsmen already fully armored and chatting in the center of the room.

“Guards! Guards! To arms, quickly! The castle is under attack!” She cried frantically, sprinting over to them. Her men looked up at her, surprised expressions plastered on their faces. A few of them exchanged glances, but none of them moved to follow orders. They are obviously too shocked to understand the gravity of the situation. Celestia thought.

Desperately, the Princess searched for somepony who could act appropriately. Ah, Captain Lionheart. “Quickly Captain!” Celestia poured all of her emotion into the statement. “Sound the alarm, get your men prepared for the fight!” The Captain simply smirked and shook his head in disbelief.

The door behind Celestia exploded open and two more stallions arrived. This first stallion was pure black, very large and incredibly brawny; The only other colors Celestia saw on him were the crystal blue of his eyes, the dual shades of dark, and ever darker blue that made up his well kept mane. The other was a short, dark green pony with a messy red mane and pointed teeth. He walked slightly behind the first, never fully extending his legs. His twisted gait reminded Celestia of a large spider. They were definitely not members of the Royal Guard.

“Captain!” Celestia announced. “Arrest these stallions! They’ve killed Commander Swiftblade, broken into our home, and have even attempted to take my life!”

“Nonsense.” The Guard Captain replied nonchalantly, striding up next to her. “We only wish to capture you.”

The remark caught Celestia off guard, “We?” The traitorous Captain reached forward and hoofed Celestia in the face.

The impact would have knocked any other pony unconscious; Captain Lionheart was no weakling, but Celestia was no ordinary pony. Pain exploded in her face and she stumbled backwards for a few feet and gathered herself. Adrenaline kicked in once more and Celestia began noticing a few things about her surroundings she had been too narrow sighted to see before.

Bodies littered the floor; each one wearing the armor of a royal guard, and each one coated in layers of crimson blood... the same blood that coated her other guards; Her very much alive, very treasonous guards. The stink finally reached the nose of the Princess. The stink of blood, of death, and probably worst of all: the stink of betrayal.

“Traitors!” Celestia screamed, as if the sheer weight of the word would force it to become an untruth. Once more, tears poured from her eyes. Her own guards- her trusted subjects- had turned against her, had slaughtered a virtuous stallion- and great friend of hers, had allowed enemies access to the castle- to her, and even killed their very own brothers-in-arms.

Nervously, Celestia considered her options. She could run, but assuming she actually managed to escape, what would happen to her fellow princess when she returned from her nightly duties? Celestia could not bear the thought of these cretins harming her baby sister; no, running was not an option.

Looking around quickly, only one other plan emerged from her addled brain. Fight, it said. No, that was no option either. All of her guards were armed with swords and spears. They could run her through with the greatest of ease. Besides, how could she possibly hope to harm them through their layers of heavy metal armor fighting with nothing but her bare hooves? Sure, many centuries ago it may not have been a problem, but time and peace were now her enemies too; joining the ranks of her guards to diminish her once great powers.

The situation was hopeless, she realized. Too many inside jobs, betrayals and lies were working against her. The Princess hung her head low in defeat.

“Why?” She sobbed. The Captain grinned maniacally as he wound his foreleg back a second time.

“I got a better job offer.”

Act 1: Chapter 4

Elements of Chaos
Act 1
Chapter 4

Castle Hoofington stood at the southernmost corner of the city, silhouetted in the light of the fiery sunset. Like the rest of Hoofington, it was enormous. Even the shortest of its towers seemed to stretch as high as the sky itself. The structure’s incredible size certainly beat that of the Canterlot Castle. Twilight wasn’t exactly sure how she felt on that matter. At least this one wasn’t built by slaves... she sighed.

This was one of the oldest castles in existence. It was rumored to be even older than Equestria itself. It sat on top of a large hill on the other side of a long stone bridge that spanned a moat, which separated it from the rest of Hoofington. Stairs leading up to the entrance started at the end of the bridge where a pair of guards dressed in silver armor stood like living statues. Castle Hoofington had looked large from downtown, but standing here, just before the bridge, it looked like the biggest thing Twilight had ever laid eyes on.

“Wow...” Rainbow Dash said to nopony in particular. She landed on the bridge’s stone railing and stared up at the building in awe. “That is big...”

“Very castle-ly,” Twilight agreed with a smile.

Dash gave her a strange look. Her brow was furrowed in irritation, but something about her eyes said she was just feigning it. There was some sort of shine behind them that Twilight simply couldn’t place; a kind of... warmth and kindness? Whatever it was, it was the only crack in her mask. “Shut up,” the pegasus huffed, before turning away and hopping off the railing.

What the hay was that? Twilight wondered, watching Rainbow walk over next to Fluttershy. She hadn’t been expecting such a strong response. She had only meant to tease her friend. Such light-hearted humor was commonplace among good friends... right? The unicorn’s eyes widened in horror as an ice cold thought pierced her heart like a knife. I hope I didn’t offend her! She couldn’t stand the idea of insulting her friends- whether she’d meant to or not. The very prospect of it scared her more than the thought of facing Nightmare Moon by herself!

Applejack’s sudden breaking of the silence pulled Twilight out of her thoughts and back into the real world. “Are y’all sure they’ll let us in, Cutlass?” she asked. Twilight was surprised Applejack was even talking to the guardstallion, as she’d been regarding Cutlass very coldly for the past hour or so. “Ah don’t think they’re jus’ gonna let anypony in ‘cause we asked nicely.”

Cutlass looked off to the castle and nodded. “Guards around here may not like me, but I still outrank them. They’ll let us in.”

“Somethin’ tells me it ain’t just the guards.” Applejack snorted.

For the first time since they’d met, Cutlass looked turned around to look somepony in the eye when he spoke. He regarded the mare with a furious glare. Twilight was sure that- if it were indeed possible- smoke would have been billowing out of his ears. “How I manage my family is my own business.” he growled. “I won’t have some filly I’ve only known for a few days tell me how to handle my own brother! So how about I deal with my brother my way, and you deal with your brother your way?”

Applejack reeled back in shock. Her eyes watered and, for a moment, Twilight was sure she was going to start seeing tears, but the earth pony just walked off ahead with a huff. Cutlass looked over to Twilight, confusion evident on his face. “Something I said?”

Twilight cocked an eyebrow.

“I meant the tears. What’s with the tears?” he said impatiently.

“Long story,” she told him. “Let’s just say she’s very sensitive when it comes to her family.”

Cutlass just rolled his eyes and crossed the bridge.

Twilight remained towards the back of the group, admiring the sights as they closed the gap to the foot of the stairs. Far below the bridge, in a deep trench, ran the water of the moat. It gurgled and spluttered as it wound it’s way through the irrigation system. A few frogs sat on the lily pads that floated in the places where the current was inert.

High above them, inside the castle, guardponies were peering out of windows mounted with crossbows. The darkness of the shadows turned the guards nearly invisible, save the reflections of their armor. The crossbows seemed to follow the group as they neared the guards at the foot of the stairs. Twilight wondered what would happen if they were mistaken for a threat. Surely they wouldn’t fire upon them... right? There had to be a law somewhere about warning somepony before shooting at them...

Cutlass approached the twin guards at the stairs and regarded them curtly. “Commander Cutlass to see Lionheart.”

Without moving an inch, the guard on the left replied. “King Lionheart is not seeing anypony today.”

“Well isn’t that nice?” Cutlass said, his voice dripping with sarcasm. “Too bad for him.” He began to walk forward before being stopped by a sword.

“He’s seeing nopony.”

Cutlass turned his head ever so slightly to look at the guard. “Private,” he said slowly. “I’m going to give you thirty seconds to get that blade out of my face.”

“Or what?” The guard smirked through the pommel of his sword.

“You don’t even wanna go there.” Cutlass growled. “I’ve had a hay of a week, and I’m in the market for somepony to take it out on. You volunteering?”

Twilight was ready to step forward and calm the rising tempers, but before she had a chance to, the situation resolved itself. The guard hesitated, but dropped his blade from Cutlass’s neck. “I’m sorry sir,” he said. “But I have my orders. King Lionheart was very clear. Nopony disturbs him today.”

“I have my orders too, Private. Directly from Luna.”

In spite of herself, Twilight had to ask the question that had been burning inside of her since that morning. Kings? Princes? None of this was making sense to her in the slightest. “I’m sorry,” she said. “But what’s all this King stuff about? I always thought Lionheart was just Captain of the Guard...”

“Protocol.” Cutlass answered. “If both Princesses ever go missing, power goes to the next highest-ranked pony. We didn’t ever think we’d actually use it, but it’s just how it is.”

“And that means his word is law, sir.” The guardpony said. “I cannot do anything about it. I’m just doing my job.”

“I understand,” Cutlass sighed. “But I’ve got my own job to do. So I hope you’ll understand this!” His wing shot out and hit the guard’s sword. The earth pony stumbled back a few steps as his weapon flew into the air. Cutlass leapt into the air and grabbed the sword with his teeth. As he came back down to earth, he slammed the flat of the blade against the guard’s head. There was a loud cracking sound, and the first guard dropped like a rock to the ground.

Before the other guard could even register what he’d just seen, Cutlass mule-kicked him. He flew into the wall and collapsed in a heap.

“What are you doing?” Twilight shrieked in horror.

“Getting us in!” he shouted. There was another loud crack, but this time it hadn’t come from Cutlass. An arrow soared right passed Twilight’s head and impaled itself into the concrete behind her. Growling, Cutlass took to the sky. “Run!” he shouted, making for the windows.

“Oh, you did not just shoot at Twilight!” Rainbow Dash roared, tearing off to the castle in a rage. Another bolt stuck into the wall by the fallen guard.

“Let’s go!” Applejack shouted, grabbing a trembling Fluttershy and hoisting the pegasus onto her back. “Before anypony gets a new hole tuh breath out of!”

The remaining five ponies charged up the stairs to the castle entrance while the pegasi above conducted an aerial ballet. From window to window they flew, sometimes kicking the guards, sometimes the crossbows mounted on the windows. One guard actually managed to latch onto Rainbow Dash, but quickly regretted his decision when the pegasus took him for what could only be described as ‘the ride of his life.’

There were no more bolts being fired at the ponies on the ground, but that didn’t exactly fill Twilight with hope. The absence of fire simply meant that the guards were focusing on taking out Rainbow Dash and Cutlass. And, even though Cutlass’s decision was frustratingly doltish, she didn’t want to see any of her friends hurt.

When they were just ten feet from the castle, a guard jumped out of the door and roared, savagely swinging a sword as large as he was. Twilight screeched to a halt and panicked. “Woah, woah!” she screamed, frantically raising her forelegs into the air. The guard hesitated, only to catch Applejack’s back hooves with his face.

“No time tuh slow down, Twi!” she hollered, pulling at the castle doors.

As soon as the doors were open, two blurs dove through them from the sky, one white, the other polychromatic. The pegasi stood just beyond the entrance, panting savagely, as the rest of the group hurried inside and slammed the doors shut. Although out of breath, Cutlass still held his stolen sword firmly in his mouth. Rainbow had also pulled her dagger out, but it hung slackly out of her jaws.

The entrance hall of the castle was huge, well lit, and empty. A red carpet coated the floors and a series of hundreds of portraits and paintings hung from the walls. A staircase to the right led up to a balcony that surrounded the hall, where plaques and stands displayed even more items. Normally Twilight would have stopped to ogle some of the incredible works of art, but there were more pressing matters to attend to.

“Are you insane!” she whispered vexedly; there was no need to attract more guards with the true tone she wished to use on the indigo maned pegasus. “You just picked a fight with every guardspony in Equestria’s military capitol! If Lionheart didn’t want to see us before, he definitely won't now!”

Cutlass looked around, obviously checking for guards. When he saw none, he started walking farther into the castle. “We’ll cross that bridge when we get to it.”

Not wanting to be left behind, the rest of the group followed him. Twilight heard Rainbow still gasping for air while she walked beside her. “Are you okay, Rainbow Dash?”

One of the cyan pony’s gasps seemed to last just a little longer than the others before Dash gave her a cocky smile. “What? Yeah!” she managed between breaths. “I could... totally go... a... hundred rounds... with those guys!”

Ahead of them, a guardstallion jumped out from behind a door and was subsequently thrown out a window with a crash by one white pegasus. Twilight looked out of the shattered remains of the window to the murky water below, there was nopony to be seen there. She hoped that- for the guard’s sake- that meant he knew how to fly.

“Really Cutlass,” Rarity said pointedly as they continued through the castle. “I don’t see why that was necessary.”

“Why don’t you use that mouth of yours to carry a blade instead of questioning every move I make?” he responded irritatedly. Rarity huffed in offense, but did as she was told.

Cutlass led them through the halls, he seemed to know exactly where he wanted to go. His confidence was the only thing that kept Twilight from panicking. Here they were, just seven ponies, only three of them with weapons, against every trained guard in Hoofington. Luck seemed to be on their side though, as they hadn’t run into any more guards yet. Whatever Cutlass’s plan was, Twilight hoped it would work; because if it didn’t... Well, Twilight didn’t even want to think about the consequences.

The corridors of the castle were as decorated and well kept as the entrance hall was. It seemed everywhere they turned, a portrait of some old stallion stared back at them. Twilight recognized Silver Tongue, the earth pony who used to steal from the richest ponies in Equestria; there were legends and ballads of his incredible heists that once fed hundreds of the poorest ponies in the country during the economic collapse of the Ninth Age. On another wall, Twilight saw an incredible painting of the six founders of Equestria. Beside the artwork was a suit of shiny black armor.

The items on display seemed to get increasingly ornate with each step they took farther into the castle. With all the expensive trinkets on the walls, Twilight wondered why they hadn’t run into anypony since the entrance hall. This whole situation seemed to be a little to simple for her tastes. “Cutlass?” she spoke out. “Where are all the guards that are supposed to be attacking us?”

“It’s standard defense during an assault on a military headquarters,” he responded swiftly. “Find the VIP and prevent anypony from getting to him.”

Twilight’s heart nearly fell out of her chest as she realized what Cutlass’s plan was. “And that’s exactly where we’re going... isn’t it?”

“Mmm-hmm.”

“Great.”

They just had to get stuck with the sword happy guardspony on this trip, didn’t they? Couldn’t Luna have given them anything else? At this point, Twilight was sure that even a box full of kittens would be better protection than the stallion that had just dragged her and her friends into an assault on Castle Hoofington. Hay, at the very least, the kittens would be more genial to be around!

Their latest hall ended at a single, golden encrusted door that was flanked by a statue of Celestia on one side, and Luna on the other. Twilight had only seen a design like that once before, when her teacher had fallen ill and decided to give the day’s lesson at bedside. The Royal Chambers, Twilight thought.

Cutlass walked right up to the door and opened it. On the other side, a tall earth pony in golden armor stood at a desk near a window. The sections of his mane that hadn’t been turned silvery over time were a deep red, contrasting with his grayish-white coat. He hadn’t yet turned around to acknowledge the intruders, but the twenty or so armed guards that filled the rest of the room eyed the group angrily.

“Get them!” One of the guards yelled, charging at Cutlass. The pegasus side-stepped the spear that was thrusted at him and smacked his aggressor with the flat of his blade. The resounding crack caught the attention of the golden armored pony, who glanced up from his desk as his guard dropped like a sack of potatoes.

Gasping wildly, he turned his eyes to his guards. “What is this?” he growled. When nopony answered him, he continued. “You idiots drag me from my study, coop me up in here, convince me the horseapples have hit the fan, and this is what I find? I thought the very dogs of hell were after my hide! I thought the same ponies who’d gotten to the princesses were coming for me! And here I discover that I’m being defended from another guard? Your superior officer?”

Cutlass stepped aside and allowed the rest of the group admission to the room. After they’d all filed inside, he nonchalantly tossed his stolen blade to the floor, where it skittered to a halt at the hooves of the closest guard. “I’m sorry, sir.” he said. “But they refused us entry.”

Heavy hoofsteps echoed in the halls as another red maned stallion charged towards them. “Father!” he cried. “Father! I sent them!” He stopped at the doorway breathing heavily.

Twilight recognized the face of Cabal, the stallion who’d freed them from jail earlier that day. She looked from his face to King Lionheart’s. Even if Cabal hadn’t been screaming ‘Father’ his whole sprint, it wouldn’t have taken much work to figure out the two were related; they looked incredibly similar. The two stallions both had strong jaws, broad shoulders and flowing red manes. They even shared the same silvery eyes!

“I know, Cabal.” Lionheart responded. He turned to the guard that had attacked Cutlass, who was groaning in pain and trying to stand back up. “In fact, I know that Luna sent them before she vanished, Lieutenant.”

“Sir-” the guard responded weakly.

“Go.” The king said sternly. “I think you’ve been humiliated enough for today. Your performance was disgraceful! Had this been an actual assault you’d all be dead right now.” He studied the guards around the room gravely. “I think your men need some PT to pick up the slack, Lieutenant.” There was a collective groan from the guards in the room as the grumbling Lieutenant led them out the door.

Once they’d gone, Lionheart turned his attention to the eight ponies that remained in the room. “I’m terribly sorry for their behavior, Commander.” he said. “It’s true that I told them to leave me be, but I’d figured they would allow a superior officer access. I suppose I overestimated their intellectual capabilities.”

Cutlass nodded and began to speak back, but Twilight didn’t hear what he said because Rainbow Dash was busy tapping on her shoulder.

“What?” she asked, slightly annoyed.

With an awkward smile, Rainbow voiced her question. “Um, what’s an ‘intellectual capability’?” she whispered.

Twilight sighed at her friend’s query. She wasn’t sure if Rainbow was attempting an ironic joke or if she had really meant what she’d asked. An embarrassed laugh from the cyan pony proved that she was serious. Now Twilight didn’t know if she should be disappointed in the size her friend’s vocabulary, or proud of Rainbow Dash’s willingness to learn. Rolling her eyes, she responded. “It means he thought that his guards were smarter than they actually are.”

“Oh.” Rainbow responded, smiling sheepishly. “Thanks, Twi!”

“Please Cutlass,” Lionheart said warmly. “It’s nearly nightfall, do you expect me to let you charge off into the darkness? Stay the night, your mission can wait until tomorrow.”

“Sir, I mean no disrespect, but we’ve already wasted enough time.” Cutlass answered.

“Then you will have to waste some more. You serve no use to anypony if you are too tired to do anything. Cabal, show them to their quarters.”

The younger stallion nodded and led them out of the room. On the way out, Twilight saw two more stallions approaching the doors. One was a very large black pegasus with a mane that seemed unsure what shade of blue it wanted to be. The other was short, spare and emerald green with a long grimy mane the color of old rust. Both of them wore simple looking leather armor, but only the pegasus carried a weapon, a scimitar.

As they walked passed each other, Twilight caught a foul aroma in the air. Something smelled like rotting flesh, and it seemed to be coming from the other ponies. The green stallion caught Twilight’s gaze and grinned execrably, revealing a set of wickedly sharp teeth. The smell seemed to be coming from his mouth. Something about that revelation sent a chill down Twilight’s spine, and she hurried to catch up with her friends who’d continued down the hall without her.

Cabal led them down a sequence of halls and up a set of stairs. Twilight was beginning to wonder just how far these guest rooms were when he told the group to stop. Before them was a large corridor with a series of doors on both sides. Like the rest of the castle, the walls were coated in paintings and the carpet was a deep shade of red. The doors themselves didn’t look all that special, just standard oak doors with a set of numbers on them.

“Here we are,” Cabal said, gesturing to the hall. “Make yourselves at home and we’ll send somepony up when it’s time for dinner. I have only one favor to ask of you.”

“What do you need?” Cutlass asked warily.

“I would ask that you each share a room with somepony; we have other guests at the moment and I’m afraid we just don’t have enough space for everypony to have their own quarters.”

Twilight wondered if he was referring to the strange duo that had passed them on the way there. All the same, she wanted to be as far away from that creepy green pony as possible. Bunking with a friend sounded like a great alternative to her. “That sounds fair.” Twilight said. “Thank you for your hospitality.”

There was a chorus of thank-yous around the hall from everypony aside from Cutlass, who just nodded his head respectfully.

“Think nothing of it.” Cabal answered as he walked away.

“So,” Twilight said dramatically, turning around to look at her friends. “Who’s sharing with Pinkie Pie?”

Twilight held her hooves to her ears as the pink mare yet again leapt from her bed and onto Twilight’s, shrieking with joy. “WE-E-E!”

Twilight groaned audibly. Why did she have to get stuck with Pinkie Pie? She loved her friend, honest! But the earth pony’s antics were giving her a migraine, and each of her screams were only making it worse. She envied Cutlass, who- as the odd stallion out- had gotten his own room across the hallway. He didn’t have to put up with a Pinkie Pie who’d managed to consume thirty-seven cookies at the dinner King Lionheart had held for them.

“Pinkie.” she said, attempting to get her friend’s attention.

“WE-E-E!”

“Pinkie Pie.” Twilight tried once more.

“WE-E-E!”

“PINKIE!” Twilight bellowed, wincing at the pain her own voice added to her headache.

“Oh, Twilight!” Pinkie cheered, bouncing high off of her bed. “These beds are the most bounceriffic bouncy beds ever!” She landed and jumped back to Twilight’s bed. “C’mon, you gotta try it!” Twilight felt a huge tug on her hooves and found herself soaring through the air across the room.

“AHH-H-H-H!” Twilight crashed headfirst into the wall by the door, shaking the paintings in their frames. Her eyes blacked out as she hit the floor.

The next thing Twilight knew, her vision was filled with pink as her friend held her head in her hooves. “Oh-my-gosh-Twilight-I’m-so-sorry!”

The unicorn was in the midst of attempting a coherent thought, probably something along the lines of PINKIE-E-E-E-E! when she realized something; her migraine was gone! She studied her worried friend for a long moment. Either she’d gotten a concussion, or Pinkie had cured her of her headache. And since she found no other evidence of the former- aside from her still clearing vision- she had no choice but to conclude that somehow, Pinkie Pie had managed the get rid of her neuralgia by smashing her head against a wall.

“Are you okay, Twilight?” Pinkie asked fretfully. “Please-tell-me-you’re-alright!”

“Yes, Pinkie Pie, I’m alright.” Twilight struggled to get back to her hooves. “But please; try to calm down?”

“Okie-dokie-lokie, Twilight!” the pink mare responded, snapping back into her happy self. “But seriously, you should have seen the air you got when-” and off she goes again, prattling away about a million things at once.

Twilight sighed and tried to ignore her friend's constant chatter as she climbed back into bed. At least she’s stopped jumping around, she thought, breathing a half-contented sigh. She closed her eyes and attempted to relax herself by rehearsing Starswirl’s Periodic Table of Elemental Magic in her head.

Earth: Gems, Rocks, Minerals, Metals-

Pinkie Pie’s voice seemed to grow louder and louder until Twilight was sure she couldn’t take any more of it. A heavy weight sat upon her chest as she tried to calm down with a deep breath.

Magma. Air: Clouds, Currents, Moon-

“-and then I said ‘corn starch? That will never work!’” Pinkie’s voice pulled Twilight out of her stupor and back into Castle Hoofington. The unicorn looked up crossly and found that the weight on her chest was, in fact, Pinkie Pie. The earth pony lay across Twilight’s bed with her head propped up on a hoof.

Unfazed by this turn in developments, Twilight groaned. I’m never going to get to sleep tonight!

“Hey Twilight!” Pinkie Pie had made her way across the room and was now rifling through the unicorn’s saddlebags. The pink pony spun around with a bottle of blueish-gray liquid. “What’s this? Is it sarsaparilla?” Her face turned dark enough to unnerve Twilight a little. “Have you been hiding sarsaparilla from me?” she shrieked.

“What? No!” Twilight answered in exasperation. “That’s a lyrium potion, it has nothing to do with sugary drinks!”

“OO-ooh!” Pinkie said, swishing the contents of the bottle around. “What’s it do?”

Twilight blushed a little. “Well, um... It kind of... boosts a unicorn’s magical abilities for a short time?” she finished off with a squeak, worried about what her friend would say to her in return.

“Oh, silly!” Pinkie Pie caught on to Twilight’s anxiety unnaturally quickly. “Now why would you need something like that? You’re the most magicalist pony in the whole wide word! Well, except maybe the princesses, but I mean, come on!”

Twilight smiled at her friend’s encouragement. “Thank you Pinkie, but I’m far from the ‘most magicalist’ pony anywhere.” she said. “Besides, it’s really just a contingency plan.” That, and your spells haven’t exactly had a great track record lately... Twilight thought to herself. There was Applejack’s apple tree, and then there was that time she blew a hole in the library’s wall, and before that was the chaos at Winter Wrap-Up... Spike was right to make that potion for me, I can’t risk a slip-up like that on a mission this important!

A loud thud beat against the wall that separated their room from the room next door. A few moments later, a voice hollered out, “How dare you throw that at me!” Twilight sighed. Would it really have been that hard to put Rarity and Applejack in different rooms?

“Hey!” Rainbow Dash’s scratchy voice echoed from across the hall. “Settle down over there, some ponies are trying to sleep!”

“Ah’ll settle down when she stops hoggin’ all the blankets!” Applejack cried.

Wait, Twilight thought. That doesn’t make any sense... But before she could ask her question, Rainbow beat her to it.

“Don’t you have separate beds?”

Silence answered back, something Twilight was glad to hear. Even if she was still confused. Pinkie Pie looked over to Twilight, shrugged and tossed the potion bottle back into her friend’s saddlepack. She then dove into her own bed and instantly fell asleep.

For a moment, Twilight stared in awe, and wondered how her friend was able to do half the things she could do before rolling over and closing her own eyes. The darkness greeted her like an old friend, as she began to once more recite:

-Sky, Stars, Sun, Temperature, Weather...

[X] [X] [X] [X] [X] [X] [X]

Cutlass stared out the window of his room and watched the sun rise. He’d been awake for a few hours now. Much against his own wishes, a deadly combination of insomnia, those chaotic mares, and thirty years of military life had only allowed him to sleep fitfully for about an hour. So, after hearing the reveille sound for the guards of Hoofington, Cutlass had decided to give up on sleeping and just watch the world beyond the window.

The morning sky was alight with red, blue and dozens of shades of pink. The colors blended and shifted against the city, casting it in a beautiful glow. Cutlass used to enjoy the dawn. It meant that he’d once again managed to keep his mistress safe during her shift. Now the sun just laughed in his face. A sharp pain spasmed in his chest at the thought of Luna’s capture. You should have been there you fool! He berated himself for the hundredth time. That’s your job, not babysitting a bunch of fillies!

He wanted to go, to just leave the group behind and search for the princesses himself. That way, they’d still be safe at the castle, and Cutlass could do his real job. But try as he might to repress it, somehow they’d managed to grow on him. Even Rainbow Dash’s constant attempts to annoy him now felt normal. He couldn’t just abandon them here.

For years the only family he’d had were Swiftblade, Luna, and- to a somewhat lesser degree- Celestia, but now? Cutlass had only known those six fillies for a week, but for some reason he couldn’t quite place, he felt a connection to them. Perhaps it was because- now that Luna was gone- they were his new job: Celestia’s protege and her friends, the six Elements of Harmony.

Had he ever been a deep thinker, Cutlass may have analyzed his own feelings a bit more, but he wasn’t; so whatever had kept him awake could wait, as long as it didn’t affect his work. Instead, he went back to polishing his sword. The longsword he’d used against the castle guards was now back in the possession of Private Yellow Hoof. His own weapon, like his namesake, was a cutlass.

The pegasus removed the cloth from the steel and watched it shine in the morning light. From the assassination attempt on Prince Blueblood, to the Trottingham rebellions, this blade had seen more battle than Cutlass could care to recall, but it still shone like new. “Take care of your weapon!” he heard his old Drill Instructor’s words in his head. “Care for it like your life depends on it; because it does!”

A soft creak echoed in the corridor outside, Cutlass’s ears instinctively pricked up. That’s strange, he thought. It can’t be much past six o’clock... With nothing else really to do, he decided to check it out. Slipping his cutlass back into its scabbard, the stallion made his way to the door and opened it.

At first he saw nothing, but then Cutlass noticed an orange pony sitting by the window at the end of the hallway. She just stared out of it, much like Cutlass had been just moments ago. He was certain that it didn’t take empathic powers to see that there was something bothering her. With nopony else around to do the job for him, Cutlass sighed and walked over to her.

“You’re up awful early.” he said bluntly.

If Applejack was at all surprised to suddenly hear his voice, she didn’t show it. “Ah’ve lived on a farm all mah life.” she said quietly. “Round this time o’ mornin’s when we feed the chickens and get the baskets ready fer buckin’”

Cutlass nodded his understanding, but wished he had some idea of what to do. He’d never been any good at comforting other ponies. Hay, he’d never even been any good at comforting himself! Still, he had an inkling of what might be wrong, so he took a shot in the dark. “You miss your family?”

Applejack turned her head sharply and growled fiercely. Cutlass was sure he’d made a huge mistake in his approach when her expression suddenly softened. “What little there is left of it...” she grumbled to the floor.

“You seemed pretty upset yesterday by the moat,” Cutlass said carefully. “Is your brother-”

“No,” Applejack shook her head. “But mah parents are. An’ Granny Smith jus’ passed ‘round a week or so ago. It seems kinda silly tuh talk about, but before we left, mah brother had an accident with the barn. It more or less fell to pieces with him inside...”

Cutlass was about to attempt some lame phrase he’d once heard used, but it seemed the earth pony was on a roll now. “An’ Ah told him we shoulda brought it down with the other one. An’ afterwards, he jus’ sent me an’ mah sister off to a party like nothin’ had happened! Then Luna comes along an’ tells us we need tuh drop everythin’ and help her out!” she stamped a hoof on the floor. “An’ Big Macintosh wanted me tuh leave! He didn’t want mah help! He don’t care that Ah wanted tuh stay home until he was healed up!”

After her rant, Applejack stood stock still and panted heavily for a few moments. Releasing a deep sigh, she said, “Ah don’t even know why Ah’m sayin’ this tuh somepony who doesn’t even care enough about family tuh give his homeless brother money fer food.”

To be honest, Cutlass didn’t know either. Yet something about the statement rang in his ears. Had he taken the wrong approach with his brother? Should he be helping his brother instead of ignoring him? His thoughts were interrupted by another voice behind them.

“Ah!” an excited cheer echoed down the hall. “I see you’re already awake! How wonderful!” A short yellow unicorn dressed in red silk made his way to them. “Hello, my name is Butterscotch. King Lionheart sent me to fetch you all for your briefing!”

Cutlass looked over to Applejack and made a mental note to speak to her again later before answering the servant pony. “Yeah, the rest are in their rooms.” he told Butterscotch. The unicorn nodded and stepped over to the nearest door.

“Good morning!” he said happily, opening the door. Something shiny whizzed passed his head and crashed against the wall. Butterscotch shrieked and pulled the door shut again as something else slammed into it. “What was that?”

“Whoops.” Cutlass grimaced. “I forgot to warn you about that. The first time I woke Rainbow Dash before ten, I got kicked in the eye.” The unicorn raised an eyebrow. “Hard.” he added quickly.

The loud crashing and the hollers emanating from the room before them soon drew everypony else from their own rooms. Cutlass was just wondering how he could calm the situation down so they could get a move on, when the solution presented itself before his very eyes.

“What’s going on in there?” Pinkie Pie asked, before gasping. “Are Rainbow Dash and Fluttershy throwing a party?”

Cutlass grinned maniacally. “Yes, Pinkie Pie.” he told her in the most serious voice he could muster. He was about to kill two dragons with one sword stroke; a solution to their current problem, and some payback on Rainbow Dash.

“Rainbow Dash is throwing a party in there and nopony but her and Fluttershy are allowed!” he continued. “She won’t even come out here to say ‘Happy Birthday’ to King Lionheart!” Cutlass watched the pink pony’s eyes open wide and fill with rage. Screaming, she ripped open the door and jumped inside.

“I do hope you realize what you’ve just done, darling.” Rarity snickered behind a hoof.

Cutlass shrugged, but he couldn’t force his smile away.

There seemed to be twice as many crashes coming from the room than there were earlier, and the screams were definitely louder. Finally, Pinkie Pie emerged from the door holding Rainbow Dash by the ear.

“You are gonna march right down there and say your sorry to Mr. Lionheart, missy!” she chastised as she dragged the pegasus down the hall. “And then you’re gonna tell him ‘Happy Birthday!’”

Cutlass looked over to the servant pony, who shrugged and began to led them back the way they’d come in the evening.

“Why do I have to wear this?” King Lionheart asked in clear annoyance.

“Because it’s your birthday, silly!” Pinkie Pie cheered as she fastened the party hat onto the stallion’s head. “Now we just have to find a place to throw you a party in!”

The King’s brow furrowed in blatant confusion. “But it’s not-”

“Pinkie Pie,” Twillight said sternly. “Enough with the birthday thing!”

Pinkie gave her friend a sideways glance. “But Cutlass said-”

“I lied.” Cutlass rumbled in exasperation.

“WHAT!” Pinkie shrieked, her eyes alight with fury. “You lied?”

“Yeah, yeah,” Cutlass brushed her comment off. “King Lionheart-”

“You lying liar liar-pants! Apologize!”

Cutlass turned his head to see Pinkie still visibly steamed. “What?”

“Apologize!”

Cutlass just looked around the room. Pinkie’s friends all seemed to have smirks of varying degrees on their faces. “Jus’ apologize.” Applejack whispered in his ear. “When it comes tuh Pinkie Pie, it’s best tuh jus’ go along with whatever she says.”

“Argh!” Cutlass groaned. “We don’t have time for this stuff!”

“Hey,” Rainbow Dash grinned. “You started it.”

Cutlass gave the cyan mare a pointed look before turning to the livid earth pony. “Fine.” he said. “I’m sorry.”

“Sorry for what?” Pinkie Pie said dangerously, her eyes bulging out of her head as she pressed her face against Cutlass’s.

The stallion ignored the breach of his personal space and looked Pinkie in the eye. “I’m sorry for telling you that it was Lionheart’s birthday when it really isn’t.” he said tersely. “Happy now?”

Pinkie leapt into the air and stood beside her friends once more, a smile decorating her face. “Uh-huh!” she said happily.

Cutlass rolled his eyes. “Anyway,” he said, turning back to Lionheart, “We came here to do a job, so let’s hear what it is before these fillies drive me insane.”

“Excuse me?” Cutlass didn’t even bother to figure out to whom the outburst belonged.

“Right.” King Lionheart responded. Looking at the collection of ponies before him, he began to speak. “As you know, I was placed in charge of the investigation of Celestia’s disappearance. After Luna vanished, I took up her case as well. I sent a small team of guards to follow Luna’s last known steps, but we hadn’t found anything-”

“So what does that mean?” Rainbow interjected, a hint of frustration in her tone. “Do we just wait around her until somepony finds something?”

“-until the other day.” he finished with a glance at the polychromatic pony. “My stallions tracked Luna’s movements to a small cave on the outskirts of this very city.”

“What’s the catch?” Cutlass asked. “Obviously if you haven’t found her yet there’s something wrong.”

“Exactly.” the king nodded. “My guards were supposed to report back here two nights ago. I fear the worst.”

Twilight raised an eyebrow. “You didn’t send any more in?”

Lionheart shook his head. “Our resources are stretched too thinly. I have extended as many hooves as I can. This is where you come in.”

“You want us to investigate?” Cutlass guessed.

“Yes,” Lionheart confirmed. “I must know the fate of my guards. You have my solemn word I shall provide you with all of the information I know about the princesses’ location upon your return.”

“Hold on,” Rainbow growled. “You know where the princesses are? And you haven’t done anything yet?”

“Please, young filly!” Lionheart looked offended. “I have already told you; I have very little to work with, in terms of guards and information. I am lacking much of both! My hope is that your own investigation will shed some light on the situation.” He looked over to his son, who’d been quiet for the duration of the conversation. “Is everything ready for their departure?” he asked.

“Yes, father.” Cabal nodded.

Lionheart turned back to the group. “You’ll find the cave just a few miles north of the city. You are welcome to store your belongings here while you’re gone,” he told them as Cabal led them out of the room. “Do be careful!” he added with a large grin.

Something about the king’s expression made Cutlass uneasy. He was too happy, yet there seemed to be no warmth behind his smile. Turning slowly, he made his way out the door.

With the gates of Hoofington far behind them, the group made their way north of the city as the king had directed. The walk wasn’t troubling Cutlass at all; in fact, he was actually enjoying it. For the first time in perhaps an entire week, he felt a sense of actual progression. The majority of the group was walking ahead of him as he actually took time to relax for once.

Cutlass couldn’t wait to get to that cave; the sooner, the better. The quicker they got back, the faster they could get back on the trail of the princesses. Once they found the princesses, Cutlass would kill everypony associated with their kidnappings and then never let Luna leave his sight again. No matter what she said otherwise. However, there was nothing wrong with relaxing on the way there. After all, he’d only gotten an hour of sleep on the night prior.

The feel of the ground thudding solidly beneath his hooves and the coolness of the breeze gave him a peaceful feeling. He almost wished he could go back in time to last night. This time, he knew he’d be able to sustain his slumber. The gentle rustling the leaves added to the serenity of the scenery; it had been a long time since Cutlass had really sat back and enjoyed nature.

As they made their way through the forest, Cutlass found himself walking next to Applejack. The earth pony was staring at the ground, walking even slower than he was. He guessed that the same thing that had been bothering her that morning had returned. You should probably say something... he thought to himself. But what?

After a few minutes of serious contemplation, he got an idea. “You know,” he said. “When I was a young colt, I used to live in a small town just beyond Canterlot. My mother owned a farm there.”

“Huh?” Applejack looked up, unsure of whether she was being addressed or not. She took a look around and decided that there was nopony else that he could have been talking to. “Y’all were raised on a farm?”

Cutlass nodded. “Grew corn while our father stayed on as Celestia’s personal guard.” he said nonchalantly. “Personal guardsponyship runs in the family, you know. Right back to Captain Flail himself.”

“Who was he?” Applejack asked. She sounded genuinely curious.

“Not important.” he said, shaking his head.

“Then why are y’all tellin’ me this?”

“Clamp your beak and I’ll tell you.” He smiled back, despite her serious face. “Back when Swiftblade was just a foal, Broadsword and I used to get into all kinds of trouble. We’d put firecrackers outside the neighbor’s windows while they slept, set bags of cow manure on pony’s porches and ring the doorbells, there was even one time when we thought it’d be a good idea to replace all the candybars that the other kids had collected on Nightmare Night with that X-LAX chocolate stuff.”

Applejack cringed at that last one. “Don’t y’all think yeh went a little too far with that one?”

Cutlass nodded. “Yeah, we didn’t really think that one through all the way. Apparently, too much of that stuff is really not good for you.”

“Is there a point tuh any o’ this?”

“Yes,” the stallion answered. “One day, our father came home to help out around the house because our mother was sick. Broadsword showed us something that he’d been working on in the barn; a kind of wagon with no harness. He said it worked through momentum and it was steered with another wheel on the inside of it. Dad went nuts, he said it was a safety hazard and told him to take it apart.”

“Lemme guess,” Applejack snorted. “He didn’t?”

Cutlass shook his head. “Later on that night, our mother wanted somepony to go get cookies from the bakery in celebration of our father’s return. It was a bit of a tradition, Dad comes home safe: we eat cookies to celebrate. Our father asked us to run down to the bakery in town, which we did. On the way out the door, Broadsword suggested we test out his cart. It took some coercing, but somehow that foolish colt managed to talk me into getting in that crazy contraption.”

“Your dad find out?”

“Yup.” Cutlass smirked in nostalgia. “But not like you’d figure. I remember pushing that thing up the road, Celestia was it heavy. But we finally got to the top of the hill and climbed in. At first it was fun. But then Broadword realized one problem with his design; and it was a big one.”

“What was wrong with it?”

“There was no way to stop it... aside from crashing.”

Applejack grimaced at his words. “What’d y’all crash into?”

“The bakery.” Cutlass smiled at the memory. “Broke a hole right through to the kitchen, destroyed everything in our path, including the items for sale. When our dad found out what we’d done, we thought he’d go ballistic.”

“He didn’t?”

Cutlass sighed. “No, he just got real quiet and paid for the damages. Wouldn’t speak to us for days. We swore up and down we’d never do it again, even helped with the repairs; but he stayed quiet until the day he left. I swear, it would’ve been better if he’d just beat us and thrown us in our rooms. Before he headed out the door to go back to Canterlot, he asked us if we’d learned our lesson, and we promised him we had. He just smiled and flew away.”

The pair walked in silence for a few minutes while Applejack digested the older pony’s words. “So what’re you sayin’?”

Cutlass couldn’t help but allow a smirk to creep onto his face. “I’m saying sometimes the best love you can give is tough love. My brother is a drunk. Maybe someday he’ll try to fix himself, and when he does, I’ll be there. Until then, I won’t be. Not before he learns his lesson.”

“That mus’ be real hard on y’all...”

“It is.” Cutlass agreed. “I hate to see him so low, but he’s gotta pick himself up and dust himself off before I can help him.”

Applejack nodded and studied the ground. “Ah’m sorry Ah said those things to you... about your brother. Ah jus’ thought y’all didn’t care...”

“Some days it really does feel that way. Sometimes I wonder if I’m really doing the right thing, but I know it’ll pay off someday.”

“You think so?”

“You’ve gotta have faith in family, Applejack. That’s why your brother sent you out here despite his injury. Have faith that he’ll be fine without you.”

“Yeah,” Applejack mused. “Maybe you're right.”

Ahead of them, Rainbow Dash soared through the skies announcing their arrival at the cave, something that Fluttershy seemed less than thrilled about.

The cave would have been easy to miss, had they not been scouring the woods for it. Shrubbery and long grass surrounded the mouth, blocking it from the standard view. Had Rainbow not been flying, Cutlass was sure they would have walked right by. The group stood around the entrance in silence.

“Well, are we going in or not?” Rainbow Dash asked impatiently.

“Quiet!” Cutlass hissed. Something wasn’t right, all of his instincts were screaming for him to avoid this place.

“I don’t hear anything!” Dash groaned after a moment.

“Exactly.” Cutlass said. “Something smells rotten.”

“You mean like old bananas?” Pinkie inquired. “Or maybe moldy bread? Ooh! Moldy banana bread?”

“Um... Cutlass, sir?” Fluttershy stammered. “A-are you s-sure we should b-be going in th-there?”

“No.” Cutlass replied before stepping inside the cave. “But we’ve got a job to do.”

The darkness swallowed Cutlass whole. He couldn’t see a thing in front of himself; not even his own hoof. Great. he groaned inwardly. We get to stumble around blindly in a cave where a squad royal guards went missing. The realization hit him like a brick to the head. How big was this cave? Where there bandits hiding in here? Just what exactly could overpower a group of trained Hoofington guards?

He wouldn’t have to worry for long, because upon her own entry, Twilight began casting a faint glow with her horn. The interior of the cave lit up with a dim, purple hue. Much to Cutlass’s expectations, there wasn’t really anything to see. There were rocks, some patches of grass, more rocks, and a mine shaft, which was probably filled with rocks.

“Wow Twilight,” Fluttershy said softly, gazing around the area. “I didn’t know you could do that.”

The unicorn shrugged. “It’s a fairly simple spell. It should keep us from crashing into walls, at least.”

“Good.” Cutlass said, before making for the mine shaft. Peeking his head into the total darkness, he spoke again. “You can take point.”

“Huh?” Twilight raised an eyebrow. “I’m not very familiar with military jargon, Cutlass.”

“Just walk up front!” he groaned, shaking his head in exasperation.

With a nod, Twilight did as she was told and continued tentatively down the tunnel.

The tunnel itself wasn’t very wide, but cart tracks meant sending supplies back and forth seemed to run the entire length. Every dozen feet or so, a solid wooden frame outlined the walls and ceiling, protecting them against tunnel collapse. Burned out torches lined the walls, doing nothing to help the group's lighting situation.

“Wow...” Pinkie Pie murmured in wonder. “It’s kinda creepy down here!”

Cutlass looked back to see the pale face of Rainbow Dash, trembling wildly as she walked. She was doing her best to hide her chattering teeth, but her slicked back ears showed her anxiety clear as day. Cutlass waited a moment for the others to pass before confronting her with a whisper. “Claustrophobic?”

“What?” Rainbow seemed to panic. She attempted to throw up a hastily made look of bravado, but wound up looking nauseated instead. “No!”

“Relax, Dash.” Cutlass assured her. “I’m not going to mock you. No pegasus likes confined spaces, it’s instinct. We’re flyers, not diggers, but you’re just going to have to tough it out. You’ll get used to it.”

Rainbow gave Cutlass an irritated look. “You and Fluttershy don’t seem to care that there’s thousands of pounds of rocks over our heads...”

“I’ve had training.” Cutlass argued. “And Fluttershy is... different from any pegasus I’ve ever met.”

Dash smiled at that. “Heh, you can say that again.” Although she still looked uneasy, she’d stopped trembling and was taking normal size steps now. She looked over to Cutlass, a soft smile played on her lips. “Thanks. You know, once you get passed the jerkiness, you’re not a half bad pony to be around.”

Cutlass felt a wry smile grow on his own face. “Just don’t tell the others,” he said with a wink. “I’ve got a rep to keep up.”

“Ugh!” Rarity cried in disgust as a drop of condensation fell on her snout. “How anypony could work in such condition is beyond me!” she said. “This place is absolutely horrid.”

“Y’all think that anything s’not covered in flowers and scented with perfume is horrid, Rarity!” Applejack teased. “Honestly, I ain’t never heard of a pony gettin’ so worked up over a little dirt as you do.”

“Will both of you stop!” Twilight groaned. “You’re giving me a headache!”

Nopony dared speak after her outburst. They traveled down the tunnel and further into the cave. The tracks seemed to lead only one way, straight to the center of the mountain. Cutlass guessed that the atrium of the mine shafts would be there, for ease of access to other areas. He knew nothing of mines, but that layout made sense to him; if they’d just made a bunch of tunnels trailing off of this one, it would be easy to lose your way.

The further into the mountain they traveled, the more holes in the wall there appeared to be. It seemed that whatever had been mines here had been too abundant to avoid tunneling through. The shaft continued on and on for what felt like forever.

“O-o-oh,” Pinkie Pie gawked at the holes in the wall. “What do you think they used to mine here?”

“Considering this mountain’s proximity to Hoofington,” Twilight thought aloud. “Probably iron.”

Finally, after what Cutlass deemed to be a mile or so, he saw it. A small pinprick of light in the distance. There was somepony at the end of the tunnel! About time, he thought to himself. He’d been starting to think that the tunnel led straight through to the other side of the world.

“Who do you think that is?” Twilight asked.

“Probably the guards we’re here to find,” Cutlass answered. “But let’s not take any chances. Turn off that magic light you’ve got going.” Twilight nodded and soon the tunnels were drenched in darkness.

Silently, they made their way to the source of the light. As Cutlass had suspected, their tunnel led to an atrium in the center of the mountain. Six ponies stood in the center of the dome shaped room. A few lit torches aligned the walls and cast an eerie glow about the place. Separate mine shafts split off from the area.

Cutlass paused. Once again his instincts were screaming. Screaming like the night of Swiftblade’s murder, like the night Luna assigned him to this group, Lionheart’s smile and the tunnel entrance. Something wasn’t right about these ponies. He reached a foreleg out and stopped his charges. “Wait here.” he said to them. “Stay in the dark until I say it’s safe.”

“What?” Rainbow interjected haughtily. “No way-”

“Just do it!” Cutlass growled. “My job is to protect you! That’s kind of hard to do if we don’t look before we leap.” With a final look at them- or what little he could see of them in this lighting- he whispered; “Be ready to run.”

With a deep breath, Cutlass stepped into the light. “Ho, Guardstallions!”

The ponies seemed to jump a little. One of them took a step forward. “Who goes there?”

“'Tis I, Commander Cutlass.” Cutlass went through the standard exchange of words every guard was trained to say. “Lionheart sent me to check up on you. Did you know you’re classified as MIA? You were supposed to report back to the castle two days ago.”

“Lionheart sent you? Are you alone?” One of the guards asked hesitantly.

Cutlass frowned but stepped closer to them, and away from the hiding fillies. The question had seemed innocent enough, but something in the guard’s tone sent Cutlass’s instincts crazy. He decided to play it safe, for now at least. “Aye, I’ve come alone. Shall we head back to Hoofington?”

“Yeah,” one of them said. “Let’s head back to Hoofington.”

Cutlass was suddenly very aware that he was surrounded. He took a step backwards, placing his back against the wall of the cave. Gates he hadn’t noticed earlier dropped over the entrances of each tunnel, cutting off any escape routes. Cutlass had enough when he heard the sound of a blade slipping out of it’s sheath.

Quickly, he looked around for the source of the noise. Coming to the conclusion that it was the stallion next to him, Cutlass lashed out with a hoof. The guard stumbled backwards and into a few of his comrades, giving him just enough time to grab his cutlass out of its scabbard.

“What’s going on here?” he demanded.

“Get him!” somepony shouted. The guards rushed him with blades held high.

Cutlass spread his wings, ready to take to the skies when he remembered he was in a cave. Caves had ceilings. Ceilings meant no access to his element. Horseapples! he cursed inwardly. The sky was his greatest advantage. It was the ultimate escape route, the perfect vantage point and the highest ground possible. Without it, Cutlass’s skills were hindered greatly.

One of the guards lashed out at him. Cutlass stepped to the side of his swing and kicked him in the chest. His assailant landed on the ground and rolled away, groaning. Another guard stepped inside Cutlass’s guard and swiped at his hoof forcing him to retreat.

“Ha!” The howl of laughter behind him tipped Cutlass off and he spun around to block a guard’s sword with his own blade. Cutlass stepped in close, where the guard couldn’t swing even if Cutlass hadn’t been holding his sword off, and smashed his head against the other pony’s. The shock of the blow sent the guard back a few steps, but Cutlass realized his mistake too late; the guard had been wearing a helmet.

His head was ringing, his eyes out of focus. He stumbled backwards but managed to keep his balance. Two more guards attacked him from the sides and met his wings up close and personal.

Cutlass closed his eyes and concentrated, an old trick he’d learned years ago that would help to calm his screaming head. Unfortunately this trick had it’s drawbacks, namely blindness. But Cutlass had fought blind before, but this was his first time fighting blind while being outnumbered and grounded.

This week just gets better and better! he thought bitterly, jumping around the hoofsteps that had been charging at him. A heavy force crashed against his face, sending him sprawling into a wall. Giving up on his concentration, Cutlass opened his eyes and found that all of his attackers had made it back to their hooves. A glow emanated from one of their foreheads, a sign of unicorn magic. Why not?

Standing back up, Cutlass righted his blade in his jaws. A warm coppery taste that was most certainly not his sword invaded his mouth. “Whatever this is,” he rumbled. “You’re not gonna live to regret it!”

The guards charged him without a response. One swung his sword a little too high and Cutlass hoofed him in the throat. The attacker went down instantly, dropping his sword and gasping for air.

Cutlass swung his head around and met his blade with another guard’s. They stood there for a moment, their swords locked in a viscous power struggle. Cutlass thrusted his weapon up, breaking the other stallion’s guard and knocking him off balance. Shoving forward, he drove his cutlass into the guard’s neck. The stallion dropped like a bag of rocks.

The sight of the blood pouring out of their friend’s neck made the other guards hesitate. For a moment.

“Attack, you fools!” the unicorn shouted. A large burst of green light washed over the cave. Cutlass roared in pain as his armor melted against his skin. Something crashed into his face and he fell to the ground, getting a face full of the dead guard’s blood.

“Cutlass!” he heard somepony cry. The stallion looked over to the area he’d heard the voice coming from. Rainbow Dash stood against the gate at the entrance. There were tears in her eyes and her forelegs were shaking the barrier as hard as they could. “Cutlass get up!”

“There’s more of them!” a guard yelled.

“Go!” The unicorn ordered. “We’ll deal with Cutlass!”

“Don’t you dare!” Cutlass growled menacingly. He struggled back to his hooves, his vision fading in and out. There was a distinct smell of burning flesh Cutlass knew was probably coming from himself, but he didn’t care. He turned to Rainbow Dash. “Run! I’ll hold them off!”

“But-”

“GO!” Cutlass roared, kicking a guard who was charging at her in the face. “NOW!” There was some more shouting beyond the gate, but when Cutlass looked back, Rainbow was gone.

The guards surrounded him once more, their blades at the ready. As Cutlass formulated his battle plan, the unicorn caught his eye and grinned menacingly. "Get him."

Once again, hooves and swords were swinging wildly. Cutlass had to duck as a broadsword sliced through the air towards his neck. Lashing out with a wing, he swept the stallion aside and kicked the guard behind him. Cutlass dove to the ground and retrieved his weapon from the blood puddle.

A loud crash filled the room and Cutlass saw one of the guards on the other side of the gate, darting off into the darkness. He hoped that his friends were ready for a fight.

Friends; where had that word come from? For as long as Cutlass could remember, only Luna, Celestia and Swiftblade had paid him any heed at all. Yet even as he thought it, he knew it was true. Those fillies were his friends, and it was his job to protect them.

Cutlass gritted his teeth. It was time to do his duty. He certainly hadn’t thought it would end like this. In a fight? Maybe. But not deep in a cave, defending ponies he’d only known for a week. Still, they were his charges, and more than that; his friends. Let’s do this! he thought resolutely.

A guard jumped forword, swinging his blade crazily. Cutlass knocked his weapon aside and jumped around him; he had eyes for only one pony now. He bolted across the room like lightning and closed the gap between him and his target. The unicorn’s eyes seemed to grow a little larger when he noticed that the huge Commander was charging straight for him. His horn began to glow brightly.

Cutlass didn’t know what spell he’d been planning to use, frankly, he didn’t care. Roaring fiercely, he swung his cutlass in a wide arc. The unicorn howled in pain as the blade found his horn and cleaved it in two.

“Die,” Cutlass growled as the world lit up around them.

[X] [X] [X] [X] [X] [X] [X]

A huge explosion rocked the tunnel behind the sprinting fillies. Rainbow Dash could hardly even see where she was going. That idiot! she cried to herself. Why does he have to be so dang stubborn?

There was no way Cutlass had survived that explosion; it was too huge. The group had already traveled half the length of the tunnel and Dash had still felt the heat of the detonation. Cutlass was dead and it was all her fault. Stupid! Stupid! she cursed herself. Why did you have to go and bring attention to yourself! He would have been fine if you hadn’t started yelling like that!

There was a soft crack, and somepony stumbled into her. “Ouch!” Dash yelled, falling to the ground.

“Ow! Sorry, Rainbow Dash!” Pinkie Pie said fearfully. “I can’t see anything in here.”

“Twilight, honey,” Rarity asked breathily. “Could you be a dear and give us come light?”

Instead of answering, Twilight just let her purple light flood the mine shaft. The group resumed their sprint through the caves. They were much faster now that they could see properly. Nopony stopped, nopony asked for a break or even complained about the physical exertion until they rocketed out of the mine shaft and back into the cave entrance.

They stood there for a few minutes, panting heavily in the semi-darkness. They thought they were alone until they heard the hoofbeats coming from the mine shaft. Dash looked up hopefully.

“Is that...?” she didn’t dare finish her question, fearful of the answer.

Twilight nodded. “I hear it too.”

“Cutlass!” Pinkie cried out, hopping around excitedly. “Over here, silly!

The silhouette of a large stallion limped its way down the tunnel. His armor was burned and falling off in pieces, his sword hung loosely in his jaws. Step by step, the pony made his way up the tunnel and into the cavern.

Rainbow gasped. Half of his face was melted off and his mane was smoking. His fur was burned and his teeth chipped and shattered. Yet even behind all of his injuries, the cold eyes and sadistic smile shone through clearly.

“What?” the guard grinned cruelly. “Expecting somepony else?”

Fluttershy shrieked as he swiped at her, tearing off to the other side of the cave and disappearing amongst the rocks.

“Hey!” Rainbow bellowed indignantly, drawing her dagger. “NOPONY HURTS MY FRIENDS!” She charged forward with all the speed her body could handle and crashed right into the guard, sending them both tumbling into the tunnel. She lashed out wildly with her hoof in the darkness. She managed to find a piece of pony and kept pounding her hooves against it.

Before Rainbow could land more than a few stiff blows, she caught a hoof in her face and found herself flying across the cave. She hit the ground hard and momentum rolled her straight into a wall. “Rainbow!” she heard somepony cry out, though it was faint.

Rainbow looked up groggily. The whole world was blurry and out of focus; colors all blended together and sounds were like whispers against her ears. Her world suddenly filled with lavender and the indiscriminate screams of her own name. She felt herself being dragged, by whom, she knew not, but she didn’t like it.

Growling weakly, she lashed out at whoever was dragging her in a pathetic attempt to make them let go. The lavender color seemed to recoil a bit, but then returned when Rainbow missed it. Once again, Rainbow found herself being dragged.

The sounds of the world were starting to return to her. Slowly but surely, she started to gain the ability to distinguish words from the random rumbles and crashes. However, as soon as she was able to make out those words, she wished she was deaf again.

“To your left! No, your other left!”

“Git ‘im girl!”

“Oh, please don’t get hurt!”

The world suddenly appeared brighter, as if somepony had shoved a lantern into Rainbow’s face. She groaned in pain and tried to roll away from it, but she was still being dragged by the lavender mass. After a few more moments, the pulling stopped and Dash was allowed to roll over and hide from the light.

“Rainbow Dash!” the words beat against her skull. “It’s me, Twilight Sparkle! Are you okay? Speak to me!”

“Twi...” she groaned. She knew a Twilight Sparkle, they were good friends. Rainbow Dash liked her. Well... maybe like wasn’t a strong enough word for what she felt when Twilight was around, but that was beside the point. The point being that this big blob of purple couldn’t possibly be Twilight Sparkle. Twilight was a pony, not a... a... whatever big purple blobs are called.

“Oh, thank Celestia!” the purple blob that called itself Twilight shouted. “You took a nasty hit to the head back there; I was worried sick!”

‘Hit to the head’... why did that sound so familiar? Wait, she was starting to remember. She was fighting somepony. Yes, the memories were starting to pour back quicker now. There was Cutlass’s fight against those other ponies, and then the run through the tunnel. She got hit against a wall, but what about her friends? If Twilight was here, she was safe. But what about the rest of her friends? With a pang, she remembered the guard had attacked Fluttershy.

“Fluttershy...” she groaned.

“She’s fine,” The blob said. “Rarity’s more or less got the situation under control.”

Rainbow nodded, content to just lie in the grass and let the world’s colors form back into shapes. Slowly, the lavender blob transformed into her friend Twilight, the trees became more than large chutes of brown protruding from the earth, she could make out each leaf almost perfectly.

Although her head still pounded furiously, Rainbow sat up determinedly. She was ashamed of herself. How could she have just laid there while her friend fought that... whatever it was? He certainly wasn’t a pony anymore, not with those eyes. The guard had looked crazed, animalistic, predatory...

“Rainbow, I know you want to help, but you should probably stay here.” Twilight said quickly, placing a hoof on Dash’s shoulder and preventing her from sitting up fully.

“But-”

“Rainbow please, you’re hurt!” Twilight insisted. “Your head is bleeding!”

“Huh?” Dash placed a hoof on her head and brought it down to eye level. Sure enough, it had come back decorated in red. Rainbow was about to force her way up- it was just a little blood anyway- when she heard a sharp thud followed by a panicked scream.