MLP - Equestria Girls: The Magic of Friendship (Cancelled)

by MLPEG Lover

Rating: everyone
Tags: Sunset Shimmer, Main 7 (EqG), Twilight Sparkle (EqG), Other, Original Character, Equestria Girls, Adventure
Length: 54189

The Equestria Girls are back for their last year at Canterlot High School.

The Equestria Girls are back for their last year at Canterlot High School. However, homework and pop-quizzes are the least of their worries. Magical wisps of Equestrian magic are popping up all over Canterlot and are now being manipulated by a someone lurking in the shadows. Join Sunset Shimmer, Twilight Sparkle, Rarity, Fluttershy, Applejack, Rainbow Dash, and Pinkie Pie, as they face new threats, discover new magic, and of course, make new friends.

Published 2023-08-18 20:30:00 UTC
Last updated 2025-01-26 00:13:26 UTC

A New Beginning

Author's Note

A while ago a good friend of mine, Equestria Boy, began writing this story. He wanted to finish so bad, but just couldn't find the time. With his permission, I've decided to finish the story in his place. I've read his notes about how the story would go, the OC's he wanted to use, just the general idea of it all. Though it may not be exactly the same (except the first chapter) I hope you all enjoy this story, and that I'll have better luck at finishing this story.

P.S This is both my and Equestria Boy first attempt at any fanfiction, so please go easy on me.

A New Beginning

It's a quiet night in Canterlot City, and everyone is calmly fast asleep. However, unknown to anyone, a shadowy figure was walking down the streets. It was a person wearing a hooded black coat that covered his entire body. The sleeves were way to big around and were so long you couldn't even see the person's hands. And due to the hood, the person's face was hidden. "Well, it's that time again," the hooded man said. He raises his one of his arms and from out of his oversized sleeve, a purple streak of light is flies out of it all around. It appears to be a wisp of some sort. A magical wisp of Equestrian magic to be exact. The wisp flies as high as it could into to the zipping around as free as the wind. "Have fun my little friend." As the wisp flies off the hooded man snaps his fingers and instantly vanishes.

The wisp keeps frantically flying around until it finally starts to fly down towards the ground. It suddenly stops its descent and flies straight through the wall of a small house. The wisp is now inside a room that belongs to a small girl. It starts to fly around as if it was observing the room, or even as if it was searching for something. It continues to do so until arriving above the little girl that lives in this room. The girl is fast asleep and is snuggling with a stuffed pony plushy she sleeps with every night. The wisp begins to circle above the sleeping girl before finally flying down and entering the pony plushy. The plushy then slowly rises out of the girl's arms, not waking her up, and it begins to glow a in a magical purple light.

At that moment, the window of the girl's room opens and through it a swift silhouette of a person flies in and lands at the foot of the girl's bed. The person stands straight up, and her appearance comes into view. She appears to be the size of an average teenage girl. She's dressed in a black high-tech cat suit with red fluorescent-like glowing strips illuminating it. She is also wearing a silver belt with two strange devices attached to each side of her waist and black full-face mask over her head with huge white eye-like lenses outlined in more red glowing strips of light. The mysterious girl looks up at the floating plushy and smirks under her mask.

"Heh, found you," the girl says with confidence.

She then hears a faint sound that begins to get louder. It was the sound of a girl screaming and she knew exactly what that meant. She turns towards the window she had previously entered through and saw someone else enter in through the it. It was another girl jumping in doing a flying kick while screaming at the top of her lungs. She flew in like a missile and kept going until she crashes into door at the other side of the room. The first girl pinches the bridge of her nose before looking at the second one who was now leaning against the door upside-down. The second girl is wearing a suit that almost identical to the first ones, only she has blue glowing strips of light on her suit instead of red ones. She eventually makes her way over to the red one, still dizzy from the crash.

"Hey, keep it down," the girl in red whispers to her partner in an enraged voice. "You could wake the kid up."

They both then turn their attention towards the girl in bed, and oddly enough, she's still sleeping. The two girls then give a sigh of relief and redirect their attention to the floating pony plushy. "What do ya think is gonna happen this time?" The Blue one asks with a hint of concern in her voice.

"Prepare for anything," the red one says. "This one, it feels different than all the others we've dealt with."

"You might wanna soundproof the place," the girl in blue says. The girl in red starts to concentrate as a magical aura begins to glow all around her. She spreads her arms as far apart as she could and sends out a magical forcefield that covers every inch of the walls, floor, and ceiling. The field is soundproof, so no one outside the room can hear what was going on inside it.

"That should do it." The two girls then notice a shadow begin to loom over them. The look up and realize the pony plushy, has transformed into a live purple stallion twice their size, with bright red eyes and a mane and tail made of black flames.

The stallion walks up to the two girls and came so close that they could feel the heat radiating from the flames on his body. He huffs smoke from out of his nostrils before screaming as loud as he could, "Fear me!!" The girls almost got knocked over by the sheer sound of his voice before regaining their balance.

"A talking pony," the blue one asks lacking any concern for the situation. "Now that's just weird."

The stallion charges at the two girls before him, leaving a trail of fire behind him. The girls however have no problem jumping out of the way and evading the assault. The blue one lands on top of a dresser that's aligned with Power Pony action figures. Hearing the sound of plastic cracking, she realizes what she landed on and pulls from under her foot a Masked Matter-Horn figure that was now missing an arm and a leg. She jumps from off the dresser and notice that there was a complete set of Power Pony action figures knocked over and/or broken.

"Huh!" She gasps with excitement. "I used to collect toys just like these." She leans in to get a closer look at the broken collection and is amazed at how many figures there are. "And this kid must have a compete set. She's earned my respect."

"Would you stay focused!" Says the girl in red, still running from the monster of a pony.

"Fear me!" The stallion yells once again.

When flames from off the stallion begin to fall on the bed of the little girl, the girl in red manifests a magical shield to protect the girl from the flames. As the stallion comes closer and closer to her, an action figure hits him straight in the eye. He turns in the direction of where the flying object came from and sees the blue girl tossing another figure up and down in her left hand before throwing it at him. The stallion whips around and uses his flaming tail to completely melt the toy.he stallion charges at the girl in blue completely enraged. The red girl looks at the girl in bed and is confused as to how the heck she could still be asleep.

"Fear me!" The monster pony says as he continues to charge.

"Yeah, you said that already," the girl in blue says growing tired of hearing the same sentence. Before the monster could make contact, she jumps straight up and out of the way.

Unable to stop, the stallion keeps running until he runs straight into the dresser. Smashing it to pieces and then hitting his head on the forcefield protected wall. While the stallion was still in a daze, The blue girl lands on his back and clenched on to the fur on his back, prompting him to rage and buck as wildly as he could. "Yee-hah! Alright, ride 'em cowgirl! Woo-hoo!" The blue girl exclaims with joy, as she holds on for dear life.

The stallion kept on bucking and bucking until it finally ran out of breath and was just exhausted. The blue girl jumps off the back of the stallion and ran over to her partner. "Okay," she says. "I'd say he's all tuckered out now.'

The girl in red detaches one of the devices on her waist and held it out to the stallion. The device seems to be nearly identical to the one Twighlight Sparkle once wore around her neck when she first came to Canterlot High. She opens up the device and it began to drain all the magic from stallion.

He tries to escape the hold the device has on him, but it was no use. He felt completely drained and starts to shrink back down his normal size. Soon the wisp of Equestrian magic is drained from him and is now trapped within the device in the red girl's hand. The stallion reverts back to its old cuddly plushy self and is completely harmless again.

"We totally rocked that huh," the blue girl says. She placed her elbow on her partner's shoulder only to have it immediately brushed off.

"With all that noise you were making," the red girl says. "It's a miracle the girl didn't wake up." She then closes the device now containing the wisp, and due the slightest sound that came from device as it snapped shut, the little girl's eyes shot open, and she jolted up from her bed.

The little girl slowly turns her head to look all around her room. Between the fire, busted up objects, and the two strange people standing in the middle of the room, she's at a complete loss for words. As was the girl in red, who couldn't believe that after everything that had happened, that woke her up.

"Great, you woke the kid," the blue girl says, teasing her partner.

"Just fix everything!" The red girl snaps at her partner.

The blue girl took a few steps forward and begins to glow in a magical aura. She releases a wave of magical energy that spreads through the entire room. Suddenly, everything began to repair itself. The fires were put out, the dresser was put back together, even the Power Pony action figures were now good as new and put back on the reassembled dresser where they belonged. In a matter of seconds, it was as if nothing had happened.

The red girl picks the pony plushy off the ground and hands it to the little girl, who is still at a loss for words. "I believe this belongs to you," she says. The little girl grabs the plush and just stares at the girl in front of her. "Sorry for bothering you," - The red girl raises her hand and the forcefield aligning the room vanishes - "but were about to head out now."

The two teenage girls walk over to the window they had previously entered through stepped outside. The blue girl sticks her head back inside and looks towards the little girl. "You saw nothing," she says in an attempted ominous voice and quickly exits the room once again. The little girl looks at her plushy and comes to the conclusion that she has to be dreaming and goes back to sleep. Back outside the house, the two teenage girls meet up. "Like I said, we rocked that."

"More importantly -" the red girl says. She grabs the device on the other side of her waist, that seemed to resemble a smartphone of some sort and begins to use it to analyze the wisp she had just captured. "- I think I've finally figured out where all the wisps of magic have been coming from."

"Really!" the blue girl exclaims with excitement. "Where?"

"At a place called" - She pulls up a holographic image of a high school on her phone-like device - "Canterlot High."

"A school?! Aww man"

Standing on the roof of building the girls were just in was hooded man, who was keeping a close eye on the two of them. "Canterlot High huh. Interesting."

"No, no-no-no-no-no, no no no no no!" Twilight yells as she fumbles out of her bed. Twilight had just gotten out of bed and was panicking over how late for school she was going to be. Twilight panics as she runs to her closet and starts throwing clothes from out of it all over her room. "Nonononono! I can't believe I overslept on my first day back to school!"

Her dog Spike begins to stretch in his bed and yawns. "Yeah, between studying up on everything you learned last year, working on your 'secret project', and staying up all night to do so, how could you possibly have slept in." He says sarcastically.

In an effort to make it in time for the bus, Twilight just throws on the closest set of clothing she could find and doesn't even bother to fix up her hair. "I'll see you later Spike," she says as she runs out the door.

Spike yawns and then turns over on his back. "See ya later Twilight," he says before immediately falling back asleep.

Twilight runs out of the house and makes a dash for CHS. She looks at her phone to see what time it was in order to see if she could still make it to school on time. "Okay Twilight, maybe you can still make it as long as you -" She look up from her phone and sees a teenage boy walking in front of her. "Wah! Look out!" She tried to stop herself, but in doing so, she tripped and started stumbling forward. The boy turns around and notices Twilight heading straight for him. Just before the two collided, the boy takes a few steps back leaving Twilight to completely fall over right in front of him. Her papers went flying all over and to make matters worse, she had also lost her glasses. She began to feel around for them but to no avail.

"You're kinda clumsy, aren't you?" The boy asks as he picks up Twilight's glasses. "Here you go."

The boy puts Twilight's puts her glasses back on her face and she is able to clearly see the boy in front of her. He was a boy she had never seen before. His skin was a light silverish color, and he had short, straight black hair with bangs that dip between his eyes. The most notable piece of clothing he was wearing was his black jacket with blue accents that he left unzipped. The jacket was clearly too big for him. The bottom of the jacket came down to his knees and he had the sleeves rolled up, so they didn't go past his wrists.

He reached his hand out to Twilight, offering to help her up. She takes his hand, and the boy pulls her up and back on her feet.

"My name's Rain," the boys says. He then stares intensely at Twilight's face and then looks up and down the rest of her, less than stunning, appearance. "Interesting," he says as he pulls out a notepad and pen. He begins to rapidly write down in the notepad before looking back up and noticing a very confused look on Twilight's face. He intrigued looked and then goes back to writing.

"Uh, what are you doing," Twilight asks.

"Writing down this moment," Rain answers nonchalantly.

"O-Okay, but why?"

"So I never forget," he answers looking back up at her and directly into her eyes. "Would you say the color of your eyes are purple, or more of an indigo?"

Twilight adjusts her glasses and says, "Well I always saw them as more of a violet than..." Realizes that she's wasting time, she shakes her head and gets her priorities straight. "Look as much as I would love to stay here and talk about... Uh me, I'm in a hurry to get to the bus stop."

"Yeah, Uh-huh." Rain says not paying attention.

"Well, then see you around, I guess."

Rain continues to write, not even noticing Twilight leaving and getting on the bus. "Twilight Sparkle," he mumbles. He looks up and notices that Twilight is gone, but that the bus has already driven off. "Ahhh wait, I was supposed to be on that bus!" He tried his best to catch up with the bus, but just couldn't keep up. "Aww man."

On the bus, Twilight saw that it was full of student, old and new. It was tough even finding a seat that she could sit down on.

She walks further down to the end of the bus and finally sees a seat with only one student sitting in it. She was a very attractive with long grayish crimson hair that fades into a light magentaish gray color with light gray streaks. Her eyes are an emerald green and she has very light-yellow skin. She was scrolling on her phone and had a very upset expression on her face.

"Excuse me, is anyone sitting here?" Twilight asks.

"Pfft, no, no one is sitting here," the girl says with a hint of anger. As Twilight tries to sit next to her, she snaps her fingers and one of the girls sitting behind her quickly stands up and stands in front of Twilight with her arms spread out.

"Uh what are you..." Twilight starts.

"Didn't you hear me?" The pink haired girl asks. "I said no one is sitting here and that includes you." She snaps her fingers again and the girl standing in Twilight's way retakes her seat. "Only people I find worthy is allowed to sit next to me. And judging by the way you dress -" She looks up and down Twilight and was disgusted at her current appearance. "- you are definitely not. And if you ever even think about addressing me again, I can ruin your life with one tap on my phone." Twilight just stood there feeling a mixture of depression and anger. "Why are you still standing there, get lost!"

As Twilight turns and starts to walk away, the mean girl snaps her fingers again, and the girl sitting behind her extends her leg out in front of Twilight causing her to trip and fall. On top of losing her glasses yet again, she finds her forehead stuck to a wad of chewed up gum left on the floor of the bus. She lifts her head off the floor and the piece of gum remained stuck to her face. She tries to pull the gum off, but it only stretches as she pulls on it. "Eww," she exclaims in disgust.

"Your mistake was talking to Valeicia." Twilight looks up to her left and sees a girl lying down on her bus seat. She has pale red skin and pink eyes. Her hair is crimson red hair with maroon highlights, and she has a bang covering the right half of her face. Her hair is also so long, if she stood up it would almost reach the floor.

"Valeicia?" Twilight says and continues to pull the gum off her face eventually pulling it completely off.

"If you're looking for the most clicheic spoiled brat rich girl there ever was, well that's her in a nutshell," The red-haired girl said. "I've heard that she never stays in a school for longer than one year because her fellow students are always, and I quote -" She clears her throat. "- Unworthy to be in the same classroom as me," she says in a voice completely identical to Valeicia's. "Her personal servant behind her is Willow Wisp. She basically goes wherever Valeicia goes and does whatever Valeicia says. By the way, there's another piece of gum in your ponytail."

"What!" She looks at the end of her ponytail and there was indeed another piece of chewed up gum.

"I'm pretty sure Valeicia doesn't even know her name. She just likes using her fans to her advantage."

Twilight turns to look at Willow attempting to sit next to Valeicia, only to be met with her face of disapproval and sadly returns to her own seat.

"For some reason people seem to love her despite how mean she is. I'd like to show her who's really in charge." Her face begins to look devious, but it quickly turns into a warm welcoming smile as she extends her hand out Twilight while still lying down. "I'm Soprano by the way. Soprano Flare. It's nice to meet ya."

Twilight, feeling all kinds of confused, accepts her upside-down handshake. "Uh hi. I'm Twilight Sparkle." Twilight begins to hear a faint sound of someone snoring and then realizes that it was coming from the girl she was currently shaking hands with. She stands up and looks down at Soprano's face to see that she had suddenly fallen asleep. Deciding it would be best to just leave, she walks off and continues to search for an empty seat.

The walks all the way to the very back of the bus and finds a seat with just one student in it. A girl with light pink skin and her hair is a mixture of hot pink, orange, and yellow. Except for her ponytail which was both sky blue and purple. The girl was writing down in a notebook with a huge smile on her face and didn't seem to care about anything around her.

"I hope it's okay if I sit here," Twilight says. "This is kinda the only seat left." She looks to the girl in the seat, and she wasn't paying any attention to her at all. Twilight eventually gets tired of waiting for the writing girl to say anything and decides to just sit down next to her. "Ugh, this is gonna be a long bus ride."

At Canterlot High, one by one the buses came in to drop of It was the beginning of a new school year and students are walking all over the schoolgrounds. Some are glad to be back at school, others were disappointed that summer vacation had ended. But one student in particular had made her way to the school. It was none other than Sunset Shimmer. Sunset was glad to return to CHS. This was a special place for her. Not only it was the first place she had ever been when she first left Equestria, but this was where she turned her life around for the better. And where she made her friendships with the best friends she could have ever asked for.

Sunset stares at the school for just a few more seconds and lets out a sigh as she prepares herself for the new school year. "Well, CHS old girl," she says. "A new year, a new beginning."

Before she officially took a step on campus, she looks to her left and sees Fluttershy walking her way. "Fluttershy!" She exclaimed to get Fluttershy's attention.

"Good morning Sunset," Fluttershy says.

"How've things been. I barely got to see you the past few days."

"I've been extra busy at the animal shelter lately," Fluttershy says. "There just haven't been a lot of adoptions lately."

"Oh, well if there's anything I can do to help..."

They suddenly hear a voice to their right. It was Rarity walking in their direction. "Sunset, Fluttershy!" She says.

"Rarity," Sunset says back to her friend. She and Fluttershy run up to Rarity and greet her with a friendly hug Before observing the fashionista's attire. They can't help but notice the brand new and fabulous clothes she was wearing. A light blue knee dress with diamond pattern on it and a belt, black tights, white heeled boots, and a white jacket with fur on the collar. "Dang Rare, you really brought your A game with this whole back to school look."

"Well, there are never any occasions where you shouldn't look your best Sunset. Only occasions where you should look better than your best," Rarity says as she slowly twirls around so Sunset could see every side of her new look. "I made it myself. Isn't it just wonderful?"

"Wow, I didn't realize you cared so much about going back to school.

Rarity wasn't paying full attention as she was too busy admiring her outfit. Once she realizes Sunset was speaking to her, she says, "Hmm, oh yes that's great and all darling. But word on the street is that Venishia Venus had just moved to Canterlot."

"Venishia who?" Fluttershy asks.

"Why she is only one of, if not the most wonderous fashion designer there ever was!" Rarity says, seemingly shocked that Sunset didn't know who she was talking about. "If I can get my designs noticed by her, it would do wonders for career in fashion. By first showing off this new line I'm working on. Fabulous Fall Fashion."

"That's great, and if there's anything I can do to help..." Sunset starts to say.

"As a matter of fact darling," Rarity says, cutting Sunset off. "I actually came up with a few more outfits that I thought you and the others could..." Rarity stops talking as she hears from behind her, two pairs of footsteps could be heard rushing straight for her. Or for the school to be precise.

She turns around a sees Rainbow Dash and Applejack running as fast as they could. They run straight pass Rarity and finally come to a stop. The two girls are utterly exhausted and desperately need to catch their breath.

After a few seconds of heavy breathing Rainbow Dash finally speaks. "I -" She takes another second to catch her breath. "I told you I could beat you here even without my geode."

Applejack finally finishes catching her breath and begins to speak. "What in tarnation are you talking about," she says. "I won that there race by a mile."

"No way," Rainbow Dash disagrees. "I totally got here first."

"Ya did not."

"Did to."

"Did not!"

"Did to!"

As the two girls continue to argue a small red bird flies in between them and lands on Fluttershy's index finger. The bird begins to chirp in her. "Mm-hmm, uh-huh, oh okay," she says as she listens to the birds chirping. "Ricardo says that you both got here at the exact same time so you two tied." The bird chirps in Fluttershy's ear once more. "Again," Fluttershy says repeating what the bird had said to her. "He had a... bird's eye view," she says giggling at her little animal joke.

"Aww come on!" Rainbow Dash exclaims while kicking a nearby rock. "A tie, again."

"Well, so much for breaking our streak of ties before starting the new school year," Applejack says.

"Yeah, pretty sure that streak is never gonna get broken," Rarity whisper to Fluttershy.

The final bus came drives up to and the students began to get off. The first one off is Valeicia who immediately snaps her fingers. After her is Willow who comes out carrying not just hers but Valeicia's backpack as well. She walks by Sunset and her friend and directs her attention to Rarity. More specifically, her outfit. She furrows her eyebrows and takes a picture of Rarity with her phone.

The girls are very confused as they watch Valeicia walk off.

"What was that about?" Rainbow Dash asks.

The remaining students leave the bus with Twilight being the last one off. She walks up to her friends and greets them with a depressed tone. "Uh, hey girls."

Her friends look in Twilight's direction and can't help but gasped at how she currently looked. And not in a good way. Her hair is a mess, the piece of gum was still in her ponytail, her clothes are filthy from both of her resent falls, heck her shoes didn't even match.

"Uh, Twilight," Sunset nervously says. "You look, uhm well..."

"You look absolutely miserable darling," Rarity says ripping of the proverbial bandage.

"Yeah, I had a bit of a morning," Twilight says.

"Well even this is nothing a little glamour can't fix," Rarity says as she grabs Twilight by her wrist and leads her into the school. The rest of the girls then followed.

As the six girls make their way to the school entrance the boy Twilight met this morning was running up to CHS felling rather exhausted. Once Rain made it on to the courtyard, he collapses on his hands and knees and desperately tries to catch his breath. "Running... long distances... my greatest weakness," he says between breaths. He looks up and sees Twilight and her friends walk the school doors. "Twi... light... wait I need to... need to... Ah forget it!" Rain lies face-down on the soft grass of the courtyard and decides that he'll just meet up with Twilight later.

The girls walk into CHS and Rarity says, "Fear not darling I have just the thing for..." Rarity is cut off as they are immediately met with a surprise as blast of confetti went off and covered them from head to toe. A banner is also displayed on the ceiling of the school saying Happy Back to School Day!

From out of seemingly nowhere, Pinkie Pie pops up from behind the other five girls. "Happy Back to School Day Girls!" She yells with plenty of spirit. The girls were startled at first, but then came to grips with what was happening.

"Happy Back to School Day?" Fluttershy says confused.

"Did you do this for all the returning students Pinkie Pie?" Applejack asks while trying to brush all the confetti off of her.

"Of course, silly willy," Pinkie says. "But just between us, I used extra confetti for you girls."

"Ah yes, well thank you so much for that," Rarity says a little aggravated as she brushes the confetti out of her hair.

"Isn't this a bit much," Twilight asks.

"Pinkie once threw me a party just to celebrate the day I lost my last baby tooth," Rainbow Dash says.

"Speaking of parties," Pinkie says before passing a greeting card to Rarity.

"Finally," Rarity says as she brushes the last of the confetti off of her. She looks ahead and notices the card Pinkie was handing her. "Oh, what's this Darling." She opens the greeting card and more confetti blasts from out of it, leaving her face covered once again.

Applejack looks over Rarity's shoulder to see what the card said inside. "You are here by invited to Pinkie Pie's super-duper fun after school back to school party," she says reading the card. "An after school back to school party?"

"Mm-hmm," Pinkie nodded. "A super-duper fun one too. Because this is a super-duper special Back to School Day." She passes the remaining invitations to the rest of her friends.

"Why is that?" Fluttershy asks.

"Because today is the last Back to School Day the seven of us will ever have," Pinkie Pie says while rapping her arm around Fluttershy's shoulders. Sunset's eyes widened as a nervous expression began to form on her face.

"Oh yeah," Rainbow Dash says. "This is our last year at CHS."

"Golly, it sure is," Applejack says.

"Just one more year and will officially become high school graduates," Rarity says with much excitement.

"Wow, it feels like just yesterday I enrolled in this school," Twilight says. Twilight looks to Sunset and a sees her staring at her invite with a hint of sadness. "Hey Sunset, is everything okay?"

"Hmm, oh yeah," Sunset says, coming back to her senses. "Don't worry about it. Come on let's go find our first period before we're late."

Jumping atop the rooves of Canterlot city the red and blue mysterious girls are making their way to Canterlot High.

"Come on sis," the girl in blue whines. "Can't we call someone else to handle this."

"No we can't call someone else to handle this," the red one says.

"But high school was the worst four years of my life."

The two girls stop on the roof of the street corner diner, Sweet Shoppe. "It's our job to monitor Equestrian magic You knew what you signed up for."

"I signed up for fighting monsters and evil wizards. High school is way worse."

"You're acting as if we're going to be attending this school."

" Just being near one brings back bad memories. Can't we go for ice-cream instead?"

"That wisp's magic signature says its place of origin is somewhere here a Canterlot High School. Which means we'll either find the magic leak, or him. If we're lucky we'll find both. So bad memories are a small price to pay for saving Equestria."

"But Su..."

"And another thing, while we're here, we can't be referred to by our real names," the red girl says cutting off her partner.

"What, why?"

"You know exactly why."

"Alright then who are we?"

"Well, I'm glad you asked. While we are here, we shall be known as... The Equestria Girls!" The red girl exclaims feeling rather good about herself.

"What?" The girl in blue asks with a puzzled expression.

"We monitor Equestrian magic. It's the perfect name."

"Yeah sure, but what do we call each other individually?"

"What, uh I don't know. Uh I'll be E1, and you'll be E2."

"Our codenames stink."

"It doesn't matter if they sound cool or not! Just as long as they're not our real names!" E1 says growing more aggravated.

"Fine, but can we at least take off these stupid outfits. They're so tight and I'm really starting to itch under this mask." E2 says as she began to scratch her face.

"No. We need to be ready in case of a magic emergency. As soon as finish up here, we can go home, change into something more comfortable, and relax."

"And get ice-cream?" E2 asks basically begging E1 to say yes.

E1 "And get ice-cream."

"Promise?"

"Promise." As E1 is about to jump off the roof and on to the next one, she turns around and sees E2 refusing to move. "Now what?"

"I need to know you mean it," E2 says.

E1sighs, takes both of her hands, and grabs E2's, holding them up between them at chest level. "Cross my heart, hope to shine, stick a feather in my eye."

"All right, let's get this over with then," E2 says pulling away from E1's grip and jumping ahead.

"Hopefully we'll be over with this," E1 says before following her partner.

Some time has passed in the school day and Rainbow Dash, Pinkie, Applejack, Fluttershy, and Sunset were all taking a free period in the school band room to relax for a little while. Rainbow Dash and Applejack are tuning up their instruments, Fluttershy is brushing Angel's fur, Pinkie is enjoying a plate of cupcakes, and Sunset is simply staring out the window deep in thought.

The doors fly open and Rarity walks in ready to make an announcement. "Attention ladies." All the other girls, except for Sunset, Direct their attention to Rarity. I hereby present, the new Fall Fashion Twilight Sparkle!" Twilight walks in wearing a turtleneck shirt that is purple on the top and phases into black on the bottom with pink stars making it look like space. She is also wearing new black pants, and low-heeled dress shoes. Her hair was now well brushed, and her ponytail was notably a little shorter. The other girls are amazed at how great Twilight looks considering how she looked this morning.

"Wow Twilight," Fluttershy says. "You look great."

"Thanks Fluttershy," Twilight says. "And thank you Rarity. You even took care that gum in my hair."

"Don't mention it darling," Rarity says. "After all there's simply nothing worse than food in one's hair."

"I know right," Pinkie says while pulling another cupcake of her hair before immediately eating it.

Twilight notices that Sunset is still staring out the window and walks over to see if she's doing alright.

Sunset feels a slight tap on her shoulder, slightly startling her, and turns around to see Twilight trying to get her attention. "Oh, Twilight it's you," she says. Sunset looks up and down at Twilight's appearance. "Dang Twi, you clean up nice."

"Well, it's mostly thanks to Rarity. And by mostly, I mean completely. The two share a small laugh and Twilight begins to look out the window Sunset was. "So, what's out there that's got you so distracted?"

"Nothing really. I was just thinking."

"About what?"

"Well, Pinkie's party got me thinking. Ever since I first came here from Equestria coming to this school was all I knew. I actually haven't really even thought about what I'm going to do here after we graduate. In Equestria my whole plan was learn magic and become a princess. And we all know how well that went. But at least back in Equestria I had some form of plan" Sunset looks Twilight's face and notices a hint of sadness in her face. "Twilight?"

Twilight is caught a little off guard when she hears her name, but then manages to ask, "Do you ever think about going back, to Equestria I mean?"

Sunset playfully punches Twilight in the arm and flashes her a smile. "Hey, don't worry about that. Equestria's great, but this is my home now. Sure, it's no big fancy castle, but I've been here so long it's hard to even imagine living anywhere else. That said, it's also hard to imagine not waking up in the morning and rushing to get to school on time."

Twilight this time punches Sunset in the arm and flashes her a smile identical to the one Sunset gave her. "You know Sunset, you may not be a princess in a magical pony world, but for as long as I've known you, you've always done the right thing." Sunset couldn't help but smile after hearing what Twilight said. "You helped show me that, things are always easier with friends. So, why are you so worried?"

Sunset thinks about the words Twilight had told her and then realized that she was right. Whatever the future holds for her, she could be confident that her friends will be there for her every step of the way. "You know what, you're right. As long as I've got friends like you, I've really got nothing to worry about."

Sunset and Twilight then embrace each other in a hug and suddenly feel a third set of arms wrap around them. They look to their side and see Pinkie Pie joining them in the hug. Sunset then looks to the rest of her friends. All of them had a reassuring smile letting her know not to worry. "Well, what are you girls just standing there for? Get in here."

In a flash, Rainbow Dash rushes in and joins in the group hug. Followed by Applejack, and then Rarity. Before Fluttershy could also join in, a knock on the door is heard and she decides to see who it was. She opens the door and finds Rain waiting on the other side pulling out his pen and notepad. "Uhm, can I help you?" Fluttershy asks.

Rain was flipping through his notepad, trying to find a blank page, and says "Yeah I'd like to speak to..." He looks up to the face that was greeting him and felt as if his heart skipped a beat. His eyes went as wide as they possibly could, and he was completely speechless.

Fluttershy finds his current behavior strange and begins to wonder if he was okay. "Is everything alright?" She asks. Rain takes a couple steps back and averts his eyes away from her, before running off completely. Between whom the boy was and why he suddenly ran off like he did, this was one of the most confusing moments in Fluttershy's life.

"Hey Fluttershy, who was at the door?" Rainbow Dash asks.

"Uh, I'm not entirely sure?" Fluttershy answers as she slowly closes the door.

Rain continues to run for a bit before deciding that he put enough distance between him and the girl he saw at the door. He leans back against a nearby wall and tries to get his thoughts straight. "You have got to be kidding me," he whispers to himself. He hears the sound of his phone ring and subsequently answers it. "Hello... Yeah... Okay don't worry about it... See you then." He hangs up, shakes his head to get his mind clear of what he just went through and begins walk down the hallway.

Out in the courtyard, the mysterious man in the black coat arrives at the location of the portal to Equestria. "So, this is where the portal to the oh so famous Equestria lies," he says. "Funny, I thought it'd be bigger." He snaps his fingers and a spear of some sort, that had a certain kind of crystal for the tip, magically appears in his hands. He jumps on top of the stone block and finds the crack on the top of it. He raises one of his arms and from out of his oversized sleeve, seven wisps of magic appear. The wisp then flies into the tip of his spear, infusing it with plenty of magic.

"Thank you, my beautiful wisps," he says. "Now, it's time to bring over the rest of your family." As fast and as hard as he possibly could, he brings down his spear and jams it into the crack. "Knock, knock, Equestria!" He raises the spear out of the crack and strikes down at it again. As he strikes the stone over and over with the spear, the crack begins to get bigger and wisp after wisp begin to seep through. "Just one, more, push!" Just as he is about to strike the stone block one final time, his spear is instead met with a barrier protecting the crack. "What's this?" He looks down at the energy field blocking his spear and groans, for he knows exactly what this meant. He slowly turns his head and sees E1 and E2, with E1 holding out her hand in order to create the barrier in his way.

"That's enough you," E1 says. "I think you've caused enough problems for one lifetime."

"Ugh, well if it isn't the Equestria Girls," the mysterious man says.

E1 nudges E2 arm with her elbow to point out the fact that he called them by the name she picked for them.

"It's still a weird name," E2 says.

"I'll admit," the mysterious man says. "For once I'm actually glad to see you two. Because now you'll get front row seats to my..."

As the men continued to talk, E1 arranged her forcefield to form a cube around him. Since the forcefield was soundproof they could no longer hear what he was saying.

"Ooh, you cut him off in the middle of his evil monologue," E2 says.

"Those things take forever," her partner says. They look back up at the cube and are shocked to see the man no longer in it. "Wait, where did he go?"

The man sneaks up behind the two girls and delicately whisper into their ears, "Look out, he's right behind you." The girls quickly turn around and see the man behind them. Before they have any time to react, he uses his spear and blast them both with a blast of magic.

As the fight continues outside, a large explosion is heard by the entire school. Many people are curious as to what the cause was and begin looking out the nearest window to see if they could see it.

'What was that?" Applejack asks.

"Uh big explosion duh," Rainbow Dash says mush to Applejack's annoyance.

"Whatever it was, we better check it out," Sunset says.

The girls rush outside and are at a loss for words. Magic is seeping out of the stone block, the courtyard is covered in scorch marks, and the oddly dressed strangers are battling it out. With one strong blast of magic, E1 and E2 are sent flying and crash right into Sunset, sending them and her back inside the school.

"Sunset!" The remaining Rainbooms shout with concern. They turn their attention the man in the black coat, who was back on top of the stone block.

"Now let's try this again." With one final trust, he jams his spear down and the crack gets so big it starts to form down the side of the stone block. "Let's get this party started!" He pulls out the spear and waves of Equestrian magic burst from out of the block. The girls look in horror as more and more magic keeps pouring out. The mysterious man watches in awe before turning to face the girls standing behind him. "Well," he says sinisterly. "It's showtime."

Missing Magic

In Twilight Sparkle's bedroom, Spike continues to sleep peacefully in his bed. He rolls around a couple times until finding the perfect position to continue his rest. His peaceful sleep is cut short though once a giant explosion goes off. The explosion may have been quite a ways away from the house, but it still didn't go unnoticed. Spike's eyes shoot open at the sudden noise, and he jumps straight up out of his bed. "Wh... What the, huh, who what where." He then gathers his barring's and hurries to get outside. He runs out on the front yard and can see in the distance a pillar of light raging into air. Based on the direction it was coming from, and from past experiences, he knows it could only be coming from one place. Obviously, the place where Twilight and her friends are. "Well, that can't be good."

Waves of Equestrian magic continue burst from out of the stone block in the CHS courtyard. Standing in front of the block, the mysterious man in the black coat, wielding a crystal tipped spear, is watching in awe as the swarm of magic got bigger and bigger. He then turns his attention to the six girls in front of him. He feels a wave of joy overcame him as he then shouts out to them. “Girls you’re here!” He says with excitement. “Look at what I’ve done. Isn’t it incredible?!”

“Incredible?!” Applejack says with a mixture of anger and confusion.

“What part of this is incredible?” Rainbow Dash adds. “You better fix this or else…” Before Rainbow Dash could finish her threat, the mysterious man snaps his fingers, and her hands are forced over her mouth. No matter how hard she tries, she just can’t pull her hands away.

The mysterious man face palms himself and then says, “Oh, where are my manners? I haven’t even introduced myself." Nightshade clears his throat, almost as if trying to get into character, and then makes his announcement. "Now fear me. Tremble at the sight of me! The being of your doom stands before you. Your fates, now he's to decide! Let your fears consume you. For I am the dark, creepy, wicked, and villainous, Nightshade!! Run in fear from the villain that is me." That might have been a bit much.

While Fluttershy is trying to help Rainbow Dash get her hands off her mouth, Twilight, Applejack, Rarity, and Pinkie steps forward to confront the cloaked villain. “We don’t care what you call yourself,” Twilight says. “Look at what you’ve done.”

“I’ve already said how incredible it is Twilight,” Nightshade says. “Was that not a strong enough word? Oh, sorry were you about to give the whole, this is magic I do not understand bit.” Nightshade snaps his and Rainbow Dash’s hands are finally freed from his magical grip. Subsequently, all six girls are magically pulled together with their backs all facing each other and are all constricted in a ring of magical energy.

The girls all struggle to get free but then start to rise off the ground. Nightshade uses his index finger to gesture for them to come closer to him and the girls do just that as they quickly floated over to him. He spins the girls around until Twilight is the one facing him. “Well let me tell you something Twilight,” Nightshade says. “I know exactly what this magic is and what it’s capable of. And you’re not gonna tell me otherwise,” he says in a more aggressive tone. "Now I know about you Twilight –“ Nightshade swipes his finger in the air from right to left, and the group of girls turn clockwise so now Rainbow Dash is turned to him and he looks away for a bit. “- and you Dash,” he says with a meek demeanor. He turns to Applejack. “Don’t know you –“ Then Pinkie Pie. “- or you.” Then Rarity. I know you too Rarity." He turns to the last girl, Fluttershy. “And you –“ He takes a minute to get a close look at her face. “- could be a problem,” he murmurs.

Nightshade flicks his finger, and the six teenage girls go flying back, landing in front of the steps of the school. On the bright side they were also freed from the magical ring that was binding them. “Now let me show you something really cool.” He raises his spear and points it directly at Fluttershy. The crystal tip of his spear begins to glow and Fluttershy once again rises off the ground, glowing a bright yellow aura. Suddenly that aura begins to leave her body and all her magic along with it.

Fluttershy falls back on to the ground, feeling completely drained. Her friends all run to her aid, and they all watch as the magic stolen from her body turns into a yellow wisp of magic. The wisp flies into Nightshade’s hand and he closely observes it. “This little one is kind and sensitive,” he says referring to the wisp. “She can let me speak to any beast in any world.” He ponders at what he just says and then says, “You’re good little one, but with my help you can be perfect.” He waves his hand all around the wisp and it start to change, almost as if it was mutating. The bright yellow it once glowed was now dark and the wisp actually looks like it’s in pain. He forces the wisps into his chest and the magic that comes with it is absorbed into his body.

The girls all gasp at the sight as the magic flows through him. Nightshade looks over and spots a red bird in a nest in the tree. “Come here now,” he demanded to the bird. The bird couldn’t help but obey him. As if it was put under a spell. Actually, it was exactly like that. The bird flies down and perches itself on Nightshade’s spear.

“Huh, Ricardo,” Fluttershy weakly says in distress.

“Watch this girls!” Nightshade says with excitement. He raises his arm and a red wisp of magic flies out of his oversized sleeve. “Isn’t magic just the greatest?!” The wisp flies into Ricardo and the bird suddenly starts to act crazy. Flying all around Nightshade in pain and confusion. Ricardo starts to fly aimlessly as smoke starts to appear from off his body. This kept on until suddenly, the bird bursts into flames leaving nothing but a pile off ash.

The girls all once again gasp in horror and Fluttershy is brought to tears. Even Nightshade is confused as to what just happened. “Huh, that wasn’t supposed to happen,” he says looking at the pile of ash. But then, flames start to form from out of the pile of ash and in a burst of flames, and emerging from the flames comes a new creature emerges soaring high into the sky. A giant flaming bird with red and gold feathers. Ricardo has become a phoenix.

The girls couldn’t believe their eyes and Nightshade bursts into a hysterical laughter. “Heh, heh, Hah-Hah-Hah-Hah!! Oh man, I did not see that coming!” He exclaims. “Magic really is the greatest!” The phoenix lands right behind Nightshade, waiting for his orders. “Now listen up Ricardo. Those girls over there are our enemies. Rain fire down on them.”

Sunset ‘s eyes slowly start to open. Her vision is blurry for a second, but then start to clear and she can know see the ceiling of the CHS hallway. Her head feels woozy and as starts to get off the hard floor of the hallway. Obviously, something weird and magical had to be going on. Again. She has trouble getting up as she feels something lying on top of her. She raises her head up and sees two strange unconscious people on top of her, one on her left side the other on the right. “Hey, wake up!” Sunset says with little success. "Hello." She struggles to get from under the two people. “I said wake up!” She raises her left side as much as she can, lifting the girl in red, E1, up and shaking her awake.

E1 groans as she starts to come to. She looks down and sees a very unhappy Sunset Shimmer. Once she realizes exactly who she was looking at, she quickly stood up and began to groan. “Ugh, you have got to be kidding me,” she says with much aggravation.

Sunset slides from up underneath the remaining unconscious girl and gets up on her knees. She shakes her head to fully regain her bearings and tries to wake up the girl in 1blue. “Are you okay? Hey, come on wake up. Wake up.”

“Hey! You Get Away From Her!” E1 yells pushing Sunset away. She turns her attention to her sister, still lying on the floor, kneels down, and gives her a little shake. “E2 wake up.” The girl doesn’t budge. She shakes her again this time a little hard. “E2 get up right now!”

E2’s body begins to stir. She rolls over on her back and the starts to mumble half asleep, “Oh, Mom I don’t wanna go to school today. Her eyes start to shutter before fully opening. E1 sighs with relief while her sister sits up and takes a good look at her surroundings. “Nuts.”

E1 shakes her head a little says and helps her sister to her feet. “Come on, let’s go do our job.”

Sunset has no idea why two strange girls wearing neon lighted space suits are here in her school, but she knows they have to have something to do with whatever is going on outside. And she needs to know exactly what. “Wait, hold on.” The two sisters begin to walk outside until Sunset places her hand on E1’s shoulder to prevent them from leaving. She tries to use her magic to see into her mind to maybe get a few answers, but to her surprise, nothing happened. She tries again, but still nothing.

“If you’re trying to read my mind, you’re wasting your time,” E1 says.

“What,” Sunset says taking a step back. She doesn't know what's more surprising. That her magic didn't work, or that this strange girl knew she was trying to use them “But how did…”

“Our suits protect us from that,” E2 explains. “You wouldn’t believe how many times we have to deal with mind related magic.”

Sunset runs in front of the two strangers and holds her arms out to stop them from leaving. Since her magic didn't woks, she'll just have to get answers the old fashion way. “Who even are you two? And why…”

“Look!” E1 cuts off Sunset. “Right now, we have a magic crazed lunatic out there and we need to do something." E1 forcibly shoves pushes Sunset out of the way, wanting absolutely nothing to do with her any longer. "You… You..." She takes a deep breath before she finishes her sentence. "You should just stay here... where it’s safe… please.” E1 lowers her head a little but shakes off whatever it is she's feeling and just continued to walk outside.

E2 looks at her sister and whispers to her, “Sis don’t you think we…”

“No.” E1 says.

"But that was Sunset Shimmer. Shouldn't we..."

"I said no!"

There's clearly no point in trying to convince her sister. E2 decides that it's just best to let it go.

The two girls walk out leaving Sunset thinking about the last words said to her. Just then, the sounds of doors opening could be heard all around her as students started to leave their classrooms to see what all the commotion was outside. Before Sunset knew it, she was being bombarded with questions.

“What’s going on out there?”

“Is that a flaming bird outside?”

“What’s going on this time?”

“Is there anything we should do to help?”

“When are you finally gonna put an end to all this magic stuff?”

“Everyone, just stop!!” Sunset shouts. The crowd goes silent. “Just, uh… let us handle this. You all just stay here where it’s safe, please.”

Sunset runs outside and finds out that it’s even worse than she thought it would be. The Rainbooms are trying to stop the giant phoenix, but that’s easier said than done. Meanwhile the Equestria Girls duo are working on capturing Nightshade, and they’re actually have even worse luck. They try to attack him, and he just keeps teleporting away. He eventually teleports in front of the stone block and looks up at the swirling vortex of magic above him. “Maybe I’ll just absorb all the magic coming out of this stone,” he says.

“Oh no you won’t!” E1 exclaims. She uses her powers to put a forcefield around the stone, blocking him off. As more and more wisps try to emerge from the stone, it gets harder and harder to hold the forcefield together.

Nightshade looks to the girl responsible for the forcefield and is annoyed that they're here, but also knew they'd be coming.

Sunset runs to the people nearest to her, Pinkie Pie and Rarity, and asks them, “What’s going on out her?’

“Oh, you know, some guy using Equestrian magic in order to fulfill his own ambitions and know we’re fighting him in order to save the world from complete and total annihilation. The usual.” Pinkie explains in her usual Pinkie manner.

Just then a wave of fire comes straight for the three girls, but Rarity puts up a diamond shield to protect them.

“Oh, is that all?” Sunset says deadpans.

“Oh, and that guy stole Fluttershy’s magic and is using it to control that big birdie thing.” Pinkie says.

“What!!” Sunset exclaims. She looks over to Nightshade and furrows her eyebrows. And runs straight for him. She doesn’t get very far before the Pheonix blazes a trail of fire right in her way. The phoenix sets his sights on Sunset and swoops down on her. Before it can get its talons on her Rainbow Dash rushes in and pulls Sunset out of the way. The phoenix keeps dive bombing until it crashes on the ground.

“You okay Sunset?” Rainbow asks.

“Yeah, thanks Rainbow Dash,” Sunset answers.

“Hey, it’s what I’m here for.”

Fluttershy runs to the head of the phoenix. “Ricardo listen, you don’t have to do what the man tells you to do.” Ricardo stands back on his feet and his wings start to ignite with flames. He strikes at Fluttershy with one of his flaming wings, but before it could make contact, A rope is raps around Fluttershy and she is suddenly pulled to safety.

The person who pulled her to safety is of course Applejack. “Careful Fluttershy,” she says. “Ya ain’t got your magic. He won’t listen to ya anymore.”

Nightshade looks in Sunset’s and Rainbow’s direction and snaps his fingers and vanishes. E1 and E2 look around to see where he went and find him right behind Sunset and Rainbow. He raises his spear at Rainbow Dash and is about to do to her what he had already done to Fluttershy. “Rainbow Dash look out behind you!!!” E2 shouts as she and her sister try to run to the rescue.

Rainbow and Sunset look behind him and see Nightshade with his spear glowing just as it did before. Rainbow Dash pushes Sunset out of the way and Nightshade starts to drain her magic. She rises off the ground and glows a bright blue aura.

“Rainbow Dash!” Sunset charges at him, trying to save her friend, but Nightshade snaps his fingers, and she is teleported above the E1 landing on top of her. With E1’s concentration broken, the forcefield around the stone block disappears and magic continues to burst out of it.

The blue aura begins to leave Rainbow’s body along with her magic. The magic transforms into a blue wisp of magic. Rainbow Dash falls to the ground and is completely drained.

He raises the wisp to his face and says, “Loyal and competitive. With super speed to boot. This little one is cool, but I think I can make her at least hmm, twenty percent cooler wouldn’t you say.” He waves his hand all around the wisp and changes it just as he did to the one he obtained from Fluttershy before. He absorbs the wisp and time suddenly slows down around him. “Well, this is interesting. Is this how fast I am, or did time slow down around me?” He looks over to Pinkie and Rarity. “Either way, now I can speed things along. With his newly obtained magic, he drains the magic of the two girls. He snaps his fingers and time returns to its normal speed.

The two girls fall to their knees and feel really weak. “What, what just happened?” Rarity asks.

“I don’t know,” Pinkie weakly says. “But I feel like a deflated soufflé.”

“Funny and generous,” Nightshade says now holding a pink and a white mutated wisp. “You know what’s funny, how generous you two are to share this magic with me. Actually, that wasn’t funny at all. Maybe absorbing the pink one’s wisp will help my sense of humor.” He absorbs both wisps and obtains both magical powers.

A bunch of students are watching everything going on from inside the school through the glass doors. They watch silently, aside from the frequent gasps and awes, until a certain blue haired guitarist, Flash Sentry, speaks up and says, “We shouldn’t just be standing here and watching, we should try to help them.” Flash, followed by a few other students, run out in hopes of helping out, only to be stopped by a towering wall of diamonds, as tall as the school, emerging from the ground. The wall moves back, forcing all the students back into the school.”

The diamond wall Is created by Nightshade, using an enhanced version of Rarity’s magic. “Sorry, no uninvited guests,” Nightshade says.

The phoenix continues to soar until his ankle is caught within Applejack’s rope. He keeps trying to fly away, but Applejack’s super strength held him back easily. “I think I got him,” she says with confidence. All of a sudden, Applejack starts to rise and glow an orange aura, simultaneously letting go of the rope. Fluttershy looks behind her and sees Nightshade draining her magic.

“A wisp that truly embodies honesty,” Nightshade says, now in possession of Applejack’s magic. “And super strength doesn’t sound too bad either.” He absorbs the wisp and once again teleports away.

The phoenix ignites his body in flames and the rope catches fire as well before burning to ash.

“Now what?” Fluttershy asks, as she helps Applejack to her feet.

E2 runs up beside Applejack and Fluttershy and an energy lasso forms in her right hand. “Let me try,” she says. Just as Applejack did before, E2 lassos the ankle of the phoenix. Though unlike Applejack, she wasn’t strong enough to hold the giant bird back and is pulled into the air, holding on to the rope for dear life.

“Who the heck was that?” Applejack asks.

“Is she going to be okay?” Fluttershy asks.

They suddenly hear the sound of joyful laughter coming from above them and look up to see E2 actually enjoying what she’s doing. “I think she’s uh, having fun,” Applejack says.

“Woo-hoo!!! This is awesome!” E2 exclaims with joy. She forms another lasso in her left hand and raps the end of it around the neck of the phoenix. Her right hand let’s go and uses rope in her left hand to swing above the phoenix and land on his back. The flames of the phoenix ignite but her suit seems to be protecting her, for the most part. “As if this suit wasn’t hot enough already. But I guess these flames could feel worse. And who else can say they rode on the back of a phoenix.” E2 pulls out a circular device and starts to drain the magic out of the phoenix. He starts to riot in protest and E2 is almost thrown off quite a few times.

Twilight runs to Sunset Shimmer, who was still lying on top of E1, and asks, “Sunset Shimmer, are you okay?”

Sunset shakes her head to regain her focus and is immediately pushed aside by E1. “Ugh, you couldn’t have just stayed inside, could you?” E1 says in anger. A blast of magic suddenly hits her from behind and she is sent flying and hits her head on the stone block knocking her out cold.

Sunset and Twilight turn around to see Nightshade behind them. Before either one of them could make a move, Nightshade uses Rarity’s powers trap them both in diamonds. “Now then,” Nightshade says. Before he finishes his sentence, He notices Rainbow Dash, Pinkie Pie, and Rarity running towards him. He takes Twilights glasses to her and uses Pinkie Pie’s powers to set them to explode.

“Hey!” Twilights yells in protest.

Nightshade throws the glasses over to the three girls running to them and it explodes, blowing the three girls back. He redirects his attention back to Twilight and finds something about her intriguing. “You have so much magic inside you,” he says. “More than the others. Why is that?”

“You stay away from her!” Sunset demands. She tries to break free from her diamond imprisonments, but to no avail.

“I think it’s about time I finished up and move on to the next part of my plan.” He raises his spear and steals both Sunset’s and Twilight’s magic at the same time. “A wisp that embodies magic itself huh. No wonder I felt extra magic coming from you. As for your wisp Sunset Shimmer.” He absorbs both the wisps and snaps his fingers. All the Rainbooms, except Sunset, are teleported in front of the diamond wall in front of the school.

Sunset continues to try to break free but to no avail. Nightshade walks towards Sunset. Though Sunset couldn’t quite see his face under his hood, she could see a glowing red light appear where his right eye would be. "Sunset Shimmer!" The way he said her name. She could just feel that there was a lot of hatred behind it. "I'll spare your friends." As he walks closer, a dark aura surrounds him. "I'll spare those classmates of yours. But you Sunset Shimmer. You, You...AAAAHHHHH!" Nightshade lets out a scream of pain and backs away. Sunset isn't sure what's happening, but before she could say anything about it, Nightshade quickly shakes his head, and the red light under his hood vanishes. Feeling like he’s done enough, he frees Sunset from the diamonds trapping her. He looks up in the sky and sees E2 trying to drain the magic out of the phoenix.

Before she could finish, Nightshade uses Twilights magic to pull her down and slam her on to the ground. Fortunately, her suit protected her from the pain. Or at least from being seriously injured. “Oooowww!” She exclaims in pain. “Okay I take back every bad thing I’ve ever said about this suit.”

“Hmm, I suppose I already have telekinesis,” Nightshade says. He uses the telekinesis again to throw Sunset over to the other Rainbooms. “But it’s so much more satisfying having the whole set.” He slowly walks to the Rainbooms and says, “Now which one of your powers should I use to get rid of you girls. I could use the pink one’s powers to blast you all into oblivion. Or should I just use the cowgirl’s strength to crush you all under a school bus.” Sunset stands up and stands in Nightshades way, trying to protect her friend. “You just can't stay down, can you?” His anger starts to grow, but he simply lets out a sigh of disappointment. “But this is all you girls are capable of isn't it, disappointing. Ricardo.” The phoenix answers his call and lands behind him. He snaps his fingers and Fluttershy’s backpack appears in his hand. “Maybe you just need some more motivation. Like the students left in that school. Or maybe, a phoenix trying to roast you all alive.” He points to the phoenix behind him as it ignites with flames once again. “I make a pretty good villain; wouldn’t you girls agree?”

E1 gets back on her feet and sees her sister lying on the ground in pain. She quickly runs to her in a panic hoping that she’s okay. “E2, Sis!” She exclaims. “Please say you’re okay.”

“I’m fine sis.” E2 says despite sounding like she’s in pain. “Just need to catch my breath.” She looks up to her sister, who is now standing straight up, and she can tell something’s different about E1. “Uh, Sis?” The lights on E1’s suit glow brighter than ever and she sets her sights on Nightshade. “Oh no, not again.” E2 says as she tries to stand up.

E1 uses her powers and makes a forcefield wall in front of her. “I’ve had enough of this!” She says in a violent manner. “She pushes the forcefield forward. The forcefield phases straight through the phoenix and keeps going until ramming into Nightshade at full speed. Nightshade is sent flying into his own diamond wall. The forcefield then wraps around the phoenix perfectly outlining the flaming bird.

“Sis stop. You’re doing it again.” E2 says. “You have to calm down before you completely drain yourself.”

E1 doesn’t listen and controls the forcefield encasing the phoenix and slams the bird to the ground over and over. The Rainbooms and Nightshade watch in shock as they see how aggressive E1 is being. It's almost as if she's trying to kill the bird. Maybe she is. “So, this is what he meant.” Nightshade murmurs.

The phoenix is now whirling around in the air until being slammed back down to the ground. The phoenix is then dragged all across the courtyard until his head collides the sole of E1’s foot. She pulls out her magic draining device and drains all the magic out of the phoenix until he reverts back to his original tiny bird form.

Thinking he may have overstayed his welcome; Nightshade snaps his fingers and teleports away. Seeing that Nightshade had left, E1 turns to the stone block that’s still spewing out magical energy. She creates a forcefield around the vortex. She starts to struggle to keep to all contained, she feels like her heart is about to explode. Needing to put an end to this, she then uses all the strength she has left and then clenches her fist. All the magic is forced back down the stone as the forcefield shrinks down.

“Sis,” E2 says with concern.

“Fix the stone, now!” E1 orders.

“Uh, right.” E2 holds out her hands to the stone block and her powers begin to fix it. It's not as much of a strain as it is on her sister, but trying to fix the stone as magic tries to flow out of it is still a difficult task. Even with E1 holding the magic back. The cracks and damages start to disappear and eventually, the stone block was good as new. The lights on E1’s suit completely turn off and she falls to the ground. “Sis, sis!” E2 pulls her sister up and drapes her arm around her shoulders.

E1 pulls her mask up just enough to uncover her mouth and nose so she could breathe better. “A-Are you… okay?” E1 weakly asks between her gasps for air.

“Yeah, but you shouldn’t have used up so much energy at once. Now you can barely stand up.”

No matter how much concern she showed for her sister, her big sis didn't care. As long as she got results. "But I did... my job. Right?"

"Ugh, you big dummy of a hero." E2 says as she pulls her sister in for a hug.

“What about the Rainbooms?”

“They’re mostly okay physically," She's reluctant to finish her sentence, she knows how her sister will react. But she went ahead and finished answering the question. "but that cloaked guy stole all their magic... and then got away."

"What!" E1 tries to stand up straight, but immediately collapses. "You've... got to be kidding... me..." E1 trailed off and became silent.

"Sis." E2 says with concern. "Sis!" She starts to worry, until she started to hear E1 snore. She never thought she'd be so happy to hear the wild animal like sounds coming from her sister whenever she sleeps.

Nightshade teleports into the CHS music room, still with Fluttershy’s backpack, and keeps thinking about the show of force E1 displayed. “Her power could be troublesome,” he says. “But if what I was told is true, after a performance like that she probably has no energy left. It’s time to move on to the next phase of the plan.”

Nightshade unzips Fluttershy’s backpack and lets out the three animals inside of it. A cat, a bird, and of course, Angel Bunny. “Hello, you cute little creatures,” he says in a welcoming tone. “Come here, all of you.” Due to Fluttershy’s magic, the animals are now practically his slaves. Nightshade crouches down to the animals and says in a devious tone, “You don’t know me, but I think we’re all gonna be real close friends.”

Three wisps of equestrian magic fly out of his sleeves. They all appear to have been mutated by Nightshade. "The bunny's first." a wisp flies into Angel and the bunny starts to transform and grow in size. Though now Nightshade starts to fear it might get too big for this room. "Huh, perhaps I didn't think this all the way through." He snaps his fingers and the currently transforming Angel vanishes. "Why don't you finish that in the gym. Now then." He levitates the bird closer to him and begins to wonder what to do with it. "Huh, I already did a bird. Doing a repeat would be boring." He looks at the cat and then looks back to the bird and comes up with an interesting and somewhat disturbing idea. "Well, this is probably a crime against nature, but on the other hand..." He pushes the bird into the cat the second magical wisp flies into the two animals and their bodies start to change... and merge! Nightshade once again snaps his fingers, and the newly fused animal disappears. "You can go to the cafeteria. Hopefully it'll fill up on some of the food there instead of, you know, the students." He looks to his third and last wisp and realizes he ran out of animals to use it on. "Huh, but now I'm one pet short. What else can I use this on." He considers what could be useful to his plans and then comes up with an idea. He snaps his fingers once more and a spider appears in his left hand. "You'll do nicely." He opens the door to the hallway and tosses the spider into the hall. The third wisp follows and flies into the spider causing it to grow. As the spider begins to grow, Nightshade gets another major headache. The pain is much worse than it was the first couple times. Much, much worse. He got on his knees and held his head until the pain finally ends. He takes a minute to get his head together. He gets back on his feet and witnesses the giant spider in front of him. "Remember, don't hurt anyone. Just scare them a little. Or a lot if needed." He explains to the giant arachnid. He levitates on top of the spider, and it scurries down the hallway in search of the students of CHS.

E2 puts her arms under her sister's back and legs and lifts her into a princess carry. She struggled a little at first but is able to carry her over to the newly fixed stone block. She gently lays her sister down with her back leaning against the stone. "Don't worry Sunny." She whispers. "I'll make sure everything turns out okay. E2 stands up and turns to see the Rainbooms trying to recover from what they've just been through. She slowly walks over, mostly because she predicts that as soon as she tries to start a conversation, she'll be in for a barrage of questions. Might as well get it over with. "Uhm, hey everybody." The girls all sharply turn their heads to face E2 causing her to jump back a little. She takes a deep breath and continues to speak. "Hey... heh heh... Is everyone okay?"

"Okay?" Rainbow Dash scrambles to her feet and rushes to the girl standing in front of them. "Okay?!" Well, here it comes, just what E2 was afraid of. "Exactly what part of any of this is okay?! And who the heck even are you anyway. What all do you know about that crazy cloaked guy." Four of the other Rainbooms joined Rainbow with the interrogation.

"How could he just steal our magic?" Applejack asks.

"What was all that going on with the portal?" Rarity asks.

"Is Ricardo okay? And What is he going to do with Angel and the other animals?" Fluttershy asks.

She isn't sure where to start. How could she be. All the questions came at her at once. She leans to the right, looking past the girls, and looks at the Sunset and Twilight. Sunset seemed lost in thought and Twilight is struggling to see what's in front of her face without her glasses. "Excuse me." She walks through the four girls in front on her. She kneels down on one knee in front of Twilight and reaches for a case attached to the side of her waist.

"Hey, don't ignore us." Rainbow Dash says. "What do you think you're doing?"

E2 opens the case and reveals a pair of glasses. They looked just like the ones Twilight was wearing before only the frame was dark blue instead of black. "Here Twilight, you can wear these." She puts the pair on Twilight's face allowing the nearsighted girl to see clearly. "I always keep a spare pair with me. You just never know when you'll need one, you know."

"Uhm, thanks?" Twilight said feeling very confused. "But who are you?"

"Rainbow Dash already asked that." E2 says.

"And you still didn't answer... wait, how do you know my name?"

E2 ignores Rainbow and walks up to Sunset and extends her hand out to her. Sunset is skeptical at first. "Oh, don't worry, she's the kinda cold and standoffish one of our partnership. Not me." E2 says referring to her, currently sleeping, sister.

Sunset doesn't know who she is, but on the other hand, she was clearly trying to help them earlier. So, what the heck. But before she could accept the handshake, E2 pulls her hand away. "Oh right, there are people in this school with a very dangerous magic criminal." E2 says, as she swiftly walks past her. She walks up to the diamond wall and places her face right up against it, trying to see inside the school.

The Rainbooms follow behind her, still wanting answers.

"So, can we finally get a name dearie?" Rarity asks.

"You can call me E2."

"Weird name. It's foreign, isn't it?" Pinkie says.

"It's fake Pinkie Pie." Applejack says. "I reckon she ain't gonna tell us her real name."

E2 walks along the diamond wall. There doesn't seem to be any way around it. "You reckon correctly. I know that makes me suspicious but trust me. I don't have much choice in the matter. Protocall, you know."

"No." The Rainbooms respond.

"Good, now I need to focus on stopping..." she stopped in the middle of her sentence and decided to ask a question of her own. "Hey, did he ever tell you his name. Like during an evil monologue or something?"

"He said to call him Nightshade." Twilight answers.

E2 stifles a laugh. "Nightshade? So what, he wants to make sure everyone knows he's the bad guy. Not the most creative name huh?"

"Said the girl called E2." Rainbow Dash says with a smirk.

E2 is not amused.

"So what can you tell us about Nightshade and the magic he uses?" Sunset asks.

"Not a thing." E2 answers still trying to see through the diamonds. "This is the first time I've ever even seen the guy. I am familiar with his work though. He uses wisps of Equestrian magic to poses things. Objects, animal... People sometimes." She finally pulls her face away from the diamonds. Not that she could really see anything from the other side anyway. "Me and my partner have been capturing these wisps for a few weeks now. Once we had enough, we were able to trace their point of origin to this school. Or, more specifically, that stone block over there."

The Rainbooms look over to the stone block and then back to E2. "The por..." Pinkie starts to say before Sunset stops her by covering her mouth. She isn't entirely sure that telling this girl that there's a portal to another dimension full of magical ponies right in front of the school is such a good idea. At least not yet.

"They seemed to have been leaking through a crack on the top of it." E2 explains. "You know, you girls really should've had that fixed. It would've saved us all a whole lot of grief."

"Hey, we didn't know that..." Sunset starts before the sounds of screaming cuts her off.

Within the school, Nightshade rides his giant arachnid using its webs to capture any student he could find. Some students manage to escape and hide, but most of them aren't so lucky. "Why is everyone running." Nightshade asks, as if he didn't know why. "I just want to introduce them to my new friend." He jumps of the spider's back and as he lands on the floor, magical energy surges through the hall, shutting off all the lights. "You keep playing with the nice students Legs." He tells the spider. "I'm gonna go visit the principal's office." As more and more students ran for dear life, Nightshade walks to the principal's office as if he owns the place. At this point, he might as well.

The girls couldn't do anything but listen to the screams of the people inside the school. It didn't take long for them to grow tired of waiting around and ready to take action. "Okay, will finish this discussion later." Sunset says. "Right now, we need to get inside before Nightshade finishes doing who knows what to everyone in the school."

"On It!" E2 exclaims. She runs away from the diamond wall and stops once she gets in front of her sister, still sleeping up against the stone block. She turns back to the school and takes a running position. She runs at full speed, in an attempt to jump over the wall. She runs up until getting just a few feet away from the wall before she makes her grand leap forward. The Rainbooms all watch in amazement, she actually jumped really high up there. Unfortunately, not quite high enough. She gets to the top, but completely face plants into the wall. The Rainbooms could just feel how painful that must've been. Before she falls back to the ground though, she's able to get her hands at the top of the wall and is able to hold on. She pulls, basically drags, herself over the walls and to the other side. Her landing is, however, ungraceful. As in she falls straight down to the stairs to the school entrance. The Rainbooms once again can tell just how painful that was. She should not be okay after a fall like that. But despite all logic, she stands up, a little dazed and bruised, but otherwise okay. "Oh, Ow. Heh, heh, yeah. S... Success." As E2 raises her fist in triumph, the diamond wall, as if just to make her feel like an idiot, starts to retract back into the ground. The keeps getting shorter and shorter until it's completely gone. The Rainbooms just stand and stare at E2, now feeling really sorry for her. "Oh, come on!"

The girls walk into the school and can't see anyone else around. For that matter, they can barely see anything since the lights have gone out. They cautiously walk forward, their surroundings getting darker as they walk away from the door. And to make matters worse, a new diamond wall forms behind them, completely blocking the front door. There's no turning back now.

"Spoooookkyyy." Pinkie says in an ominous voice. Much to the others annoyance.

"It's so dark and can barely even see my hand in front of my face." Rarity points out. "Such a shame too, I just had my nails done."

"Let me see what I can do." E2 says. She tries to use her magic to fix the broken lights in the hall, but between the damage she took during the fight with Nightshade and fixing the stone block, the best she could do is fix a couple of lights. It's not much, but at least they can see a little better. "Nuts, well that's about all I can do. Gonna have to give the magic thing a rest for a bit.

"So what you're saying is, now we have to fight Nightshade, completely on his terms, with poor lighting, with who knows what else he has in store for us, with absolutely no magic, when he could already beat us with our magic! The fact that the first diamond wall disappears and now a new one forms when we're inside means just one thing. This is a trap." Twilight points out. She is right. Things are a little one-sided.

"Great pep talk Twilight. Very inspirational." E2 says. She really didn't need Twilight to point out how bad things are right now.

"She does have a good point yah know." Applejack says. "The odds aint exactly in our favor."

E2 knows she's right, but right now they're the only one who can do this right now. Guess it's her turn to give a pep talk. "Well, things our... pretty uh... bad right now. But you know, most of the time the bad guys have the advantage. This is unfortunately one of those times. But you... that's life. Bad guys constantly having one over you. Over and over, you wonder to yourself, why me. Why do I have to face overwhelming odds against these villains all the time. And what if one day, I don't make it back." E2 is clearly spiraling. So far, her pep talk sounds even worse than Twilight's. This definitely isn't making them feel better about their current position. "I'm not helping at all, am I?" The Rainbooms all shake their heads. E2 lets out a sigh and then tries again. "Okay look. I know that technically we don't really know each other, but I know that you seven have done some super amazingly incredible things. The way you all just whoosh and wham and rainbow laser all the baddies." The she was speaking, it's as if she's a child fangirling about her favorite TV superhero. But hey, it sure beats her last speech. Plus, it did put a bit of a smile on their faces. Even if it's just because of how playfully childish she's acting. "You've defeated so many evil magical forces before, there's no way you're gonna let a hooded weirdo walk all over you."

"Course not." Sunset says. "We weren't just gonna give up. Right girls."

"You kidding." Rainbow Dash says. "Being at a disadvantage is just gonna make our victory that much more awesome."

"Yeah!" Pinkie and Rarity agree.

"He hurt Ricardo and kidnapped Angel and the others." Fluttershy says. "We need to save them."

"Not to mention everyone else who needs our help." Applejack adds.

"Of course we're not going to quit, but a plan would still be useful." Twilight says.

E2 looks at the Rainbooms and is overwhelmed with emotions. Seeing them getting ready to face overwhelming odds with such confidence. Though now that she thinks about it, them still going to fight should have been obvious. "Whatever we come up with, as long as the seven of you are all together, we can't lose."

The Rainbooms all nod in agreement and start to walk forward to confront Nightshade. But just when things are starting to look up, the Rainbooms all disappear right before E2's eyes. In a flash Applejack and Pinkie Pie teleport into the cafeteria, Rainbow Dash and Fluttershy teleport into the gym, and Sunset, Twilight, and Rarity teleport into the library. None of them have a clue how they got to where they are now but they do know one thing, the seven of them are now no longer together. Leaving E2 all alone in the hallway.

E2 lets out a sigh of grief and only one phrase comes to mind in a moment like this. "Oh, apple fudge."

Author's Note

Thanks for reading. Next chapter I'll have to do all from scratch. Hope you're all enjoying the story so far.

School of Hard Fights

Nightshade walks up to the door of the principal's office and takes a minute to prepare himself. "Alright, time to do this part again. What kind of entrance should I do this time. I could just blast thee door open." He raises his Crystal spear and begins to charge with magical energy. Until suddenly coming to a stop. "No wait, the polite thing to do would be to knock on the door."

Celestia hears a knock on her door and replies accordingly. "Come in."

The door bursts off its hinges and flies across the room. It just barely misses the now in shock principal and slams into the wall. Principal Celestia looks to her right to see the bottom of her door sticking out of the wall behind her.

"Thanks for having me Ms., much appreciated." Nightshade says as he walks into her office. "Sorry about the door by the way. Needed to send a message and all. You know how these things go." He walks further and stops right in front of her desk. "It'll get fixed soon enough though, so don't worry."

"What have you..." Celestia starts to speak but is cut off when Nightshade places his right index finger on her lips.

"Shhhh, we don't want to worry anyone by starting a panic now do we?"

At that moment the screams of the CHS students could be heard from inside her office.

"I'm sure they're fine. I ordered my terrifying giant beasts not to eat anyone." He says that as if it would actually make her feel better. "Any way I need a place to watch the upcoming events unfold and I figured what better place than the principal's office. So please get out of the chair."

Before Celestia had a chance to reply, she found herself floating up out of her seat. Nightshade is using Twilight's magic on her and she is not enjoying it. "Put me down right now." She demands.

"I don't like your tone young lady." Nightshade says mocking her. "Go stand in the corner." He levitates her over and sit her down in the corner. To keep her in place, he uses Rarity's magic and encases her up to her neck with diamonds. "Now you stay there and think about what you've done."

Clearly enjoying himself, he takes a seat in Celestia's chair. "Cue vice-principal in three, two, one." He points to the empty space where the door used to be, and right on cue Vice-Principal Luna runs in, worried for her older sister.

"Celestia, are you..." She gasps in fear as she sees her sister held against her will in the back corner. Before she could react in any way, she found herself thrusted right next to her sister due to Nightshade's telekinesis. Quickly followed by being trapped in magical diamonds just like her sister.

"Really Luna, it's rude to enter a room without knocking first. Though I suppose I didn't leave you much choice."

Luna struggles to get free, but it's just no use. She is trapped.

Nightshade looks to his captives, or more specifically their distressed faces, and thinks he should do something to try and lighten the mood. "Look ladies I know this must be weird for you and your students. A strange man suddenly appears and is now using magic to achieve whatever it is he wants." Honestly that's pretty normal for this school. "Usually it's a girl."

Nightshade can't help but laugh at his little joke but believe it or not the two sisters don't seem to appreciate his humor. He clears his throat as he realizes that it's probably best to lay off the jokes for the time being and continues to speak.

"Perhaps I should introduce myself. You can call me Nightshade. I'm just going to be borrowing your school for a little while" It's nothing personal, sometimes we do what we need to get what we need. If it makes you feel better, I honestly take no pleasure in what I'm doing." He says as he sits his feet up on Celestia's desk. They still didn't feel any better. I guess there's just no cheering up some people. Especially when your holding said people captive.

"Look whoever you are, if you don't stop this right now..." Celestia starts.

"Am I supposed to assume that you plan on doing something about me yourselves or are we gonna face the facts that the only people who can possibly come close to standing a chance of against me," - Nightshade waves his hand and a magical vision appears before him and the two sisters. - "Are those seven girls."

Within the vision they see The Rainbooms in front of the diamond wall blocking their way into the school. It's almost as if they're watching a magic television screen. They notice the seven girls facing away from the school. Their focus is entirely on E2 who runs from the stone block in the courtyard and rushes to the wall until getting just a few feet. She leaps into the air, but completely face plants into the top of the wall. Before she falls back to the ground though, she's able to get her hands at the top of the wall and is able to hold on. She pulls, basically drags, herself over the walls and to the other side. Her landing is, however, ungraceful. As in she falls straight down to the stairs to the school entrance.

"Oh right, I should probably let them in." Nightshade says. He snaps his fingers, and the diamond wall starts to retract back into the ground. The keeps getting shorter and shorter until it's completely gone.

As much as Celestia and Luna wish they didn't have to have their students in harm's way, they have to face facts. What Nightshade said is true. The Rainbooms are the only ones who ever have been able to do something against all the magical mishaps that has happened here. "They will stop you." Celestia says with confidence.

Nightshade turns his head to the captive women and says a statement that comes as a surprise to them. "Well, let's hope so."

"Whatever we come up with, as long as the seven of you are all together, we can't lose." E2 sys to the Rainbooms. They all nod in agreement and start to walk forward to confront Nightshade.

With a snap of Nightshade's fingers, the Rainbooms all disappear right before E2's eyes. In a flash Applejack and Pinkie Pie teleport into the cafeteria, Rainbow Dash and Fluttershy teleport into the gym, and Sunset, Twilight, and Rarity teleport into the library. None of them have a clue how they got to where they are now, but they do know one thing, the seven of them are now no longer together. Leaving E2 all alone in the hallway.

E2 lets out a sigh of grief and only one phrase comes to mind in a moment like this. "Oh, apple fudge." She turns around and face the path ahead. And by path ahead, I mean the nearly pitch-black hallways of an average high school.

"Great, no way to go but forward I guess." She starts walking, very cautiously, down the hallway. Normally she would rush straight into whatever magical problem she had to deal with. But that's when she has her big sister around to be careful for her. With her now by herself and her suit hardly functioning, maybe playing safe isn't such a bad idea.

"Okay, just think. What would she do if she was here." E2 says trying to think like her big sister. "Oh right, the magic tracker thingy." She detaches said tracker from her waist and tries to remember how it works. She has a little trouble at first, "Come on, how do you use this thing again. Oh right." Finally remembering how to use the thing, she checks her device and notices four readings of Equestrian magic in the school.

"Only four readings, but there are seven Rainbooms." She begins to fear the worst util she comes to a realization. "Wait the Rainbooms all had their magic drained by Nightshade. None of these readings could possibly be them. Good news, three of them haven't kicked the bucket. Bad news, I have no way to find them. I suppose I could just wonder around until I find them. This school isn't that big. At least not compared to the school I go to." She turns her attention back to her tracker, or more specifically the four magical readings it's showing her. "But if they don't have their magic, then what are these readings. Let's see the strongest one has got to be Nightshade. And these smaller readings are giving of an energy signature similar to Nightshade. He must have made more magic mutants like that phoenix from before. And now those monsters are somewhere roaming this place. Apple fudge. Now what."

...

...

"Okay I got it. I'm heading straight for Nightshade. He's top priority and really the only reason we even came here."
Hopefully the Rainbooms will be okay. Even without magic, those seven have always been able to take care of themselves. Like I said, nowhere to go but forward."

Applejack and Pinkie Pie suddenly find themselves in the middle of the school cafeteria. The lights are dim, but they can at least see what room they're in.

"What the, how in the hay did we end up in the cafeteria?" Applejack asks her pink haired friend.

"Maybe we should ask those terrified people hiding under the tables." Pinkie grabs Applejack and turns her in the direction of the students cowering under the tables.

"Why are they hidin' under the tables?" Applejack takes a look around trying to see if Nightshade is nearby but finds nothing.

"Maybe they're all playing hide and seek. We can both see you." Believe it or not Applejack has a hard time believing that. She looks at the faces of the students under the tables and sees nothing but fear all around.

"They seem scared Pinkie. Like they're hidin' from somethin'. The cowering students shake their heads and give some kind of hand gestures. Like they're trying to tell them something. Or even worse, warn them about something. "Now what're they doin'. "

"Maybe they're playing charades now."

Unknown to the two confused girls, something slowly descends from above them. As it comes closer to the floor, the other students wave they're hands even harder to warn them. Mostly trying to get them to look up.

"Ya know, playin' games isn't the answer to everythin' Pinkie." Applejack tells her friend still oblivious to what's coming down behind them.

"What if you're asked, what super fun game are you playing right now?" Pinkie asks her with a smug look on her face.

"Well yes obviously then the answer would be..." Applejack stops mid-sentence as she sees the other students panicking. "Okay, now I know they're tryin' to tell us somethin'."

It's walking closer to them.

"I know, is as if they're trying to tell us something that's so obvious, we should've noticed it by now."

And closer.

"Ah please, if it were that obvious, we definitely would've noticed by now."

And closer. It's about to strike.

"Oh for the love of, TURN AROUND!!" A certain blue wannabe magician yells from behind the food counter. Once she realizes how loud she was, she quickly ducks back behind the counter before the thing approaching behind them spotted her.

A sudden growl is heard from behind them, and they slowly turn around to spot something they've definitely never seen before. Outside of fantasy games and movies. An actual combination of an eagle and a lion. An actual, huge, aim to kill griffon.

"Ohhhhhh, so that's what they were trying to tell us." Before Pinkie had a chance to enjoy solving the mystery, the griffon swings it talons, just barely missing the girls as they ran for dear life.

They split up as they run, and the griffon chooses to keep chasing Applejack. She runs all over the cafeteria. She knows any second know that beast is gonna pounce on her and eat her alive. She turns her head and sees that the beast is no longer behind her. Did she actually outrun it. She faces forward again and sees that the griffon is now in front of her. And it's flying! Oh, right. Part bird. The pounce she had been waiting for finally came, as the griffon flies at her like a bullet and pins her to the floor. The griffon opens its beak right above her face. So close that can smell its bad breath. She tries her best to get free but it's just no use. If she had her magic, throwing it off would be easy. But now there's nothing she can do. That griffon is definitely going to eat...

A cupcake?

Someone had thrown a cupcake and hit the beast right in its eye. And Applejack knows exactly who it was. "Taste the sweet and creamy power of cupcakes!" The sweets lover yells as she pelts the griffon with frosted confections that she, weirdly enough, pulls from out of her hair. While this would've been more effective if she still had her magic, at least she managed to stop that beast from devouring her friend.

Unfortunately, now the beast has a new target. In a flash the griffon charges at Pinkie an comes face to face with her. With a menacing growl to complete the fear effect. "Eh-heh peace cupcake." She presents the beast with said cupcake, only to have it whacked away by the beast's wing. splatting against the wall. "Now that was just plain rude." Not waiting for the griffon to attack her, Pinkie runs away like crazy with the beast not far behind.

Pinkie's crazy, kinda cartoonish, running keeps her out of the griffon's reach. She's moving pretty fast. Not as fast as Rainbow Dash could with her magic, but still. She runs past Applejack and in turn, Applejack runs behind Pinkie with the griffon now chasing both of them.

"What do we do now!" Pinkie asks.

"Right now, just avoid gettin' eaten." The country girl answers. The girls try to reach the exit but all of a sudden, another diamond wall appears blocking the way they came in. Nightshade isn't gonna let them leave that easily.

Back in the principal's office, Nightshade, Celestia, and Luna watch as Applejack and Pinkie run for their lives. After making sure that the two girls couldn't leave, Nightshade leans back in his chair and groans. "Jeez, it seems that, without their magic, those girls aren't as helpful as you thought Celey."

As much as she didn't like Nightshade referring to her as Celey, what really has her upset is seeing her students run for dear life. They're in danger and once again, there is nothing she could do about it. And now that they don't have magic it only makes her, and Luna, worry that much more.

Nightshade notices the fear and sorrow in their eyes and tries to speak. Before he has the chance to, he begins to feel a lot of pain throbbing in the right side of his face and clenches with his hand. After half a minute of pain, he shakes his head and turns his attention back to the two running girls and groans once more. "Ugh, isn't anyone going to help them?" Just as Nightshade finishes asking that question, something interesting happens in the cafeteria that manages to catch his eye.

Applejack and Pinkie continue to run all over the cafeteria, hoping to come up with an idea on how to handle this winged feline. They head for the food counter and from out of nowhere, a cloud of smoke explodes between them and the griffon. The smoke engulfs all three leaving them blind to what's around them. Lost in the smoke, Applejack stops running and tries find out where Pinkie ran off to.

"Pinkie Pie?" She tries to make sure to not be loud enough for the griffon to hear while also being loud enough for Pinkie to hear her. "Pinkie where are you?" She jumps in fear as she hears the roar of the griffon coming from right behind her. Fortunately, it doesn't seem like it knows exactly where she is, however now it's just attacking aimlessly. Applejack makes a break for it and runs right into someone else. The two of them fall over with Applejack landing on top of the other. "Pinkie? Pinkie Pie is that you?"

The smoke finally starts to clear and to her surprise, it isn't Pinkie Pie who's underneath her, but Trixie Lulamoon instead. Now the smoke thing makes sense. She must have thrown a smoke bomb so that they could get away. Or maybe so she could get away. Let's just choose to believe it's the first one.

"Please, don't eat me!" Out of fear for her life, Trixie must think that the griffon had her pinned down. "The world needs me. Think of how miserable everyone will be if I can't perform my great and powerful magic show."

Somehow, I think they'd manage.

Applejack covers Trixie's mouth before she makes any more noise and quickly takes her back behind the food counter. Trixie opens her eyes and finds her back where she started before she threw the smoke bomb.

"Thanks a bunch Trixie, your smoke bomb really saved us back there." Applejack says great fully.

"Huh? Oh right! Of course. Well, The Great and Powerful Trixie is greatly exceptional at helping others."

And at being humble to.

"Now we just need to find Pinkie."

"I right here silly!" The bubbly girl exclaims from behind them.

Applejack and Trixie both scream in response before quickly covering their mouths with their hands to keep themselves quiet.

"Don't scare us like that!" Trixie yelled as quietly as she could. "We have enough things trying to kill us. We don't need to add heart attack to the list!"

Applejack peaks over the counter and sees the griffon coming out of its disoriantion. It lowers it's beak to the ground and begins to sniff out it's prey. It also notices all the students still hiding under the table but just chooses to ignore them.

"Looks like that critter's only got it out for us Pinkie Pie."

Of course it does. Trixie can't believe she's right next to the two absolute worst people she could be right now. Or are they the best two!

"While I am very powerful magic wise, I'm willing to allow you to use your magic to save us."

...

...

"Why aren't you using your magic!"

"I'm afraid we can't use our magic right now." Applejack regrettably informed the magician.

Of course they can't.

"Relax Trixie." Pinkie Pie wraps her arm around the white-haired girl, trying to comfort her. "Applejack and I will have thing all settled in no time." This doesn't fill Trixie with Confidence. If it was that simple, why'd they spend the last few minutes running away? "Right Applejack?" The pinkette asks hoping that she actually has a plan.

"Right. Now I don't care what that varmint
is. There ain't no critter I can't wrangle. I just wish I still had my lasso."

With her trusty rope reduced to ash by a phoenix, Pinkie comes up with the perfect replacement. "Spaghetti!"

Maybe perfect was to strong of a word.

The party animal grabs a tray full of spaghetti and presents it to the cowgirl.
"Uh, I'm pretty sure that ain't gonna hold Pinkie Pie."

"I got another plan!" It can't be any worse.
"Give me a few minutes, and I'll have some licorice rope tied up for you in no time." I stand corrected.

"Pinkie, I don't think we got time for that."

As Pinkie begins tying licorice together, Trixie taps on Applejack's shoulder and presents her a tissue.

"Tissue?" Applejack isn't quite sure how to respond to this. What good is a tissue going to do her right now? Trixie points a glance at the tissue, insisting that Applejack takes her up on her offer.

Ah, what the heck.

She pulls the tissue out of Trixie's hand and found it tied to another tissue. And another, and another, and another, and another, and another, until she ends up with about ten feet worth of tissue tied together. "This is perfect. Thanks Trixie."
The young magician couldn't help but feel-good inside from receiving Applejack's gratitude. But she can't let her know that.

"Well naturally, everything I have and do is always perfect."

The country girl rolls her eyes and converts the string of tissue into a makeshift lasso. She comes from around the counter and starts to swing the noose end of the lasso. The griffon realizes Applejack behind it but before it can react, Applejack throws the end of the lasso, and the noose wraps perfectly around its neck. Applejack flashes a confident smile back to Pinkie and Trixie. She has the beast. She has the upper hand. She, she... she has a problem.

The griffon is much stronger than she is without her magic. And on top of that, the beast is now in a rage due the lasso choking it. It runs in a rage and drags Applejack along for the ride. Applejack is pulled off the floor and goes flying as she refuses to let go of the tied-up tissues. The griffon is running all over the place.

"Ahh!" Pinkie gasps. She runs after her friend but can't quite catch them. It gets even harder once the beast takes flight. "Applejack hold on!"

"I wasn't plannin' on lettin' go Pinkie!" She isn't getting anywhere down at the bottom of the rope. Maybe she needs to handle this beast up-close. She climbs up the lasso in order to climb right on the griffon's back. As she gets closer to the top the griffon swipes it talons at her and rips her left shirt sleeve, just barely missing her flesh. In an effort to shake her off, the winged feline does a barrel roll. Applejack can't hold on any longer and goes flying straight up in the air. Just as the beast thinks it's lost the stubborn girl; he suddenly feels something drop right on its back. As unbelievable as it may seem, Applejack somehow landed right on top of the griffon. "Heh, I uh... meant to do that." That's a lie, but we'll play along. She grabs the beast by the feathers on its head and tries to force it to stop. This works when on cows and horses on her farm, but she's never done anything like this on something that can fly. The beast tosses and turns every which way. This is harder than she thought.

"Pinkie Pie to the rescue!" She charges at the lasso dangling off the beast's neck.

"You yelled Pinkie Pie to the rescue. Why are you dragging me too?!" Trixie yells in protest. For some reason she is being dragged along in the charge. Trixie looks at the students still hiding under the table, and decides that if she has to help, then so do they. "Are you all just going to watch all day?! You better all get over here and lend these girls a hand! It's the least you could do for them!"

The last line Trixie said got to them. I mean how many times have these girls saved them. And heck, if Trixie is willing to help (more or less), why not lend a hand. All the students come from under the table and follow Pinkie in the charge and all grab the tied-up tissues and pulls against the beast.

"Applejack, jump down!" The pink haired girl says with a group of others behind her. "We'll catch you." The apple lover jumps off the beast and falls into the arms of the group.

"Thanks y'all. That was a bit more difficult than I expected." She comes down from their arms and looks at everyone willing to help out. "Without our magic, it's nice to have some extra help." She and Pinkie grabs the lasso with the students holding on and with one mighty pull, the griffon comes crashing down to floor.

The beast isn't moving. Did that do it? Did they win? "Yeah! We did it!" Pinkie exclaims while pulling Applejack into a big hug.

As soon as Pinkie finishes her cheer, the griffon shoots its eyes open and takes flight once again. Refusing to let those two girls win, it darts straight for them trying to finish them once and for all. There's no time for them to react. It gets closer and closer, ready to strike. Until a cloud of smoke explodes right in its face. The griffon becomes engulfed in the smoke and when it finally comes out, right in front of it is a brick wall. With no time to turn it crashes right into the wall. Knocking the beast out once again.

Trixie has once again helped them out. Pinkie and Applejack both flash her a smile. Though Applejack's is basically the smile equivalent to saying, 'Aw she does care'. "What?" Trixie says. "Just know that you two owe me one. Actually two. You both owe me two." Her words say one thing, but the smile on her face says another.

Suddenly the diamond wall lowers back into the ground revealing the exit once again. They started to question why the wall vanished. Perhaps a reward for vanquishing the griffon. Like in one of Sunset's videogames. No that can't be it. The griffon is waking up.

...

...

Uh-oh.

"Everyone quick, let's get out of here!" Applejack exclaims. The group of students quickly evacuates the cafeteria as calmly as one can considering a blood thirsty griffon is about to pounce on them. So not very calm at all. The students all make it out safely right as the griffon gets back on all fours again. It makes a break for the escaping student but surprisingly, the diamond wall reemerges from the ground blocking the way to the cafeteria doors. The beast is trapped in there like a cat in a kennel.

"Now, now, there's no need for that." Nightshade says as he raises the diamond wall in the cafeteria once again. Making sure that the cat/bird hybrid couldn't do the students any more harm. "They won fair and square. Don't be such a sour puss." He snickers a little at his joke. I guess he actually found that funny. "Well done Applejack, Pinkie, and friends."

Right outside the principal's office, E2 sneaks up to the door, or where the door used to be, and carefully pokes her head around to see Nightshade sitting at the desk. He doesn't seem to notice her. His focus is completely on... a giant floaty vision of magic stardust? Okay, just gonna ignore that. Plan time. While he's distracted, all she has to do is sneak up on him and absorb his magic. Simple.

Sure, he already had a huge amount of magic before he stole the magic of the Rainbooms, her own magic isn't very useful in a fight, and she's all alone. But hey, this is only the fourth stupidest thing she's ever done.

"Though, using magic might have made the fight a little easier." Nightshade complains.

"Yes, if only they had some." Luna dryly says in the background.

"I may have taken what was on the surface but..." He stops mid-sentence as he feels something nearby. Or should I say, someone.

"Excuse me for a second ladies." With a snap of his fingers, he was gone.

With literally nothing else to do, the two sisters turn their attention back to the mid-air vision to see Rainbow Dash and Fluttershy in the gym trying to get out.

E2 recalibrates her device to hopefully be able to absorb magic as quickly as possible. It may take a bit, but as long as Nightshade's focus is elsewhere, she should be fine.

"How long is that gonna take."

"Not long now." E2 obliviously answers. "And once I finish, Nightshade is so gonna..."

!!!

Oh apple fudge.

She looks up to see none other than Nightshade himself tauntingly waving his fingers, saying hello. Okay, make that the third stupidest thing she's ever done.

Within the gym, Rainbow Dash searches for any possible way of escape. But it was the same everywhere she ran it's the same thing. Dead end, dead end, dead end. A wall of diamonds blocking any possible escape. Great, the two of them are trapped in here. In a poorly lit room. Without any of their friends. No magic. And at any moment they could be attacked by a super powerful maniac. If she was the timid type, she'd probably be scared out of her mind right now. By the way, how's Fluttershy doing?

...

Oh. Not very well. I think she's having one of her deep down inside freak outs. Better comfort her quick before it spirals into a real freak out. Rainbow walks over to the poor girl sitting in the middle of the floor and sits beside her. "Hey, uh Fluttershy. I kinda need you not to freak out right now so we can figure out a way out of here before something bad really happens." The shy girl shudders at the mention of something bad happening. The inevitable fate of things actually getting worse probably wasn't the best thing to say in order to calm her down. "Come on. There's nothing to be scared of. We're the only two in here. And even if we weren't, I'm here. I can handle anything thrown our way."

You didn't seem to do so well the first time you had face Nightshade. Though her confidence is somewhat slightly comforting. Slightly. "But we're trap in here." Fluttershy reminds her friend. "We can barely see anything, and Nightshade has Angel. What'll we do if Nightshade shows up. We couldn't even beat him with our magic. Or our friends. Huh! What if he's done something horrible to our friends!"

Uh-oh, we're losing her! Quick, do something. "Fluttershy, calm down!" Rainbow Dash yells as she grabs shy friend by her shoulders. "Relax. Panicking isn't going to change any of that. And if you really don't like it in here; if you're really worried about our friends, then help me find a way out of here."

"But we can barely see in here."

"No sweat. I'll just use the flashlight on my phone." She pulls her phone out of her pocket only to find that her screen is cracked. It must have gotten damaged during the fight outside. "Aw man, I just bought this phone. So much for having the latest model during the new school year. "Give me your phone."

"It was in my bag. The one Nightshade took." Of course it was.

"Well it's not too dark in here." She stands up and is ready to search for a way to escape once again. "We'll just stay close to each other while we look." She is still shivering but at least she's not freaking out. Or at least not that she can tell anymore. It's kinda hard to tell with Fluttershy sometimes. "Just close your eyes and take a deep breath. Actually, take two deep breaths. You might need an extra one."

Fluttershy closes her eyes, breathes in, and breathes out. Breathes in, breathes out, and... feels something breathing down her neck? "Uhm, Rainbow Dash. Are you... taking a deep breath behind me" Please say yes, please say yes, please say yes.

The athlete is a little confused why she would ask something like that but replies none the less. "Uh no. I'm standing in front of you. You're still a little jumpy try breathing in and out again."

Keeping her eyes close. Breathe in, breathe out, and there it is again. Something is definitely breathing down her neck. Her eyes shoot open, and she turns her head around to find, uh nothing. Maybe Rainbow was right. Maybe she is still a little jumpy. Just breathe in and out a few dozen more times. Just ignore all that breathing... and snarling? Just ignore it! Keep breathing, keep breathing!! You're definitely not hyperventilating right now!!!

Rainbow hears the "not hyperventilating" sounds coming from her panicking friend, and can also hear... growling from behind her? She walks directly in front of her and raises her hand up in front of her. She moves her hand forward and feels something warm and furry. "Uh, F...Fluttershy." She can't hear her. She's too busy calming down. "Fluttershy, you might want to get up. Like right now!" Right before Rainbow's very eyes, the furry creature her hand is touching slowly comes into view. Bit by bit it's huge, furry, and horrifying body reappears. It is invisible no more. A giant, magic-infused, evil... bunny? "Huh, a bunny. Not quite what I was expecting. Bunnies don't attack people, right?"

Maybe not. But this one definitely does and will. With a threatening growl, Rainbow is signaled to get away quick. She doesn't run to far before remembering that she left Fluttershy behind. She quickly turns back and sees only the shy girl on the floor still trying to relax. But the giant bunny is nowhere in sight.

"A giant bunny with the power to turn invisible?" Luna says. Honestly this is kinda out there. "How does that even make sense?"

"I'm not sure if magic is supposed to make sense." Her sister says.

"Even by our standards, this is pretty random."

"I suppose. But I'm more concerned as to where Nightshade ran off to." She won't have to wonder any more. Right outside the office entrance a loud booming sound is heard. Quickly followed by a certain strangely dressed girl sent flying across the doorway.

"I may know where he is."

Not to sound like a total Fluttershy right now, but deep down she's starting to freak out. It could be anywhere. Anywhere at all! Okay Rainbow, calm down. You can't both freak out. You're not gonna let some overgrown furball get the best of you. Sure, it's way bigger than you, and it's invisible... Seriously, it turns invisible. Why? I guess a magic-infused evil bunny can do more than just eat carrots.

THHHUUUUUUD!!!!!

Oh no.

She can't see it but that huge booming sound confirms it. It had jumped right behind her. The vibrations from it landing almost knocked Rainbow off her feet. On the bright side, that had to have knocked Fluttershy out of, whatever was going on over there.

...

Or not. "Keep breathing Fluttershy. Just stay calm." She mumbles to herself.

She makes a run for it only to get pinned down by the invisible beast. Bunnies are vegan right? So at least she won't get eaten.

GRRAAAUUU!!!!

Then again it doesn't have to eat her to kill her. This is bad. She can't move.

The bunny turns visible for just a second. Just long enough for Rainbow Dash to see it's blood-thirsty eyes stare right into her soul. As much as she hates to admit this, there's only one thing left to do. "FLUTTERSHYYYYYY!!! HEEEELLLPPPP!!!"

That sound, no, that call. Her friend. Her friend is calling for help! Snap out of it Fluttershy. Your friend needs your help. She's being attacked... by... nothing? She's just lying there. What is she screaming about?

"Quick! Get this thing off me!"

But there's nothing there. "Uh, Rainbow Dash. I think now you're a little nervous now." She thinks she's losing it. "Try closing your eyes and taking a deep breath..."

"I'm serious here Fluttershy! There's a giant evil invisible bunny right on top of me!" That honestly didn't make her seem less crazy. But hey, they've seen weirder.

Nightshade returns to the principal's office with an unconscious E2 draped over his shoulder. Beating her was pretty easy actually. Her sister would have put up a much better fight. Not That he's complaining. He wanted to finish up quickly so he could get back to watching his new favorite show. "Alright, I'm back. Hopefully I didn't miss too much." He gently sits the sleeping girl on the floor up against the diamonds encasing Celestia.

Two question pops into the principal's head. One: Who the heck is this strangely dressed person? And two: Is she going to be okay after going head-to-head with that creep?

"Oh dear." Nightshade says showing concern over what's taking place in the gym. He calls upon his crystal staff and channels Fluttershy's magic in order to communicate with the monster bunny. "Easy there Angel." He's speaking into his staff as if it were a microphone. "I need those two alive remember. Try to rough 'em up a little, but don't kill them."

The bunny hears Nightshade's voice in its head loud and clear, and instead of silencing the poor sports girl permanently, it simply knocks her aside straight into Fluttershy. "You believe me no—OOOOWWW!" The rainbow haired girl words turn to a scream as she finds herself hoisted away and held in mid-air. She tries flailing her arms in an effort to hit the invisible beast, but to no avail. "Come on! Fight fair already!"

"Why does the bunny turn Invisible?" Luna asks, still wondering about that.

"I only give them the magic." Nightshade admits. " I don't decide what magic they get. Though they're on their own in there. I would have preferred if some of the other students had have ran into the gym as well. But perhaps..." He once again begins to speak into his staff. "Angel Bunny, please turn visible again. And stay that way please. I'd like to test something."

What? Why? The monster bunny has a major advantage while invisible. Why would he tell it to stay visible? He also didn't want anyone to die. Guess this guy isn't super evil.

"Still rough 'em up as much as you want though."

Never mind.

The bunny did as it was told and made its appearance seeable again. Letting out a mighty roar as it did. It tosses Rainbow Dash aside and sets its sight on Fluttershy. It lowers itself to come eye-to-eyes with the shy girl and follows up by releasing another shriek. Fluttershy for the first time got a good look at the beast. Right in its eyes. It doesn't matter how scary it looks or how loud it roars. She isn't scared or even nervous. Not by what's in front of her.

Before either she or the beast had any time to react, a basketball comes flying hitting the side of the bunny's head. It turns its attention from Fluttershy to the person responsible for hitting it with the ball. Of course, it was the only other person in this room. "Hey over here fluffy!" Fluffy? Seriously. Note to self, improve on your material Rainbow Dash. Oh well. What's important is that it worked. She got her attention. As for the rest of her plan.

...

...

...

Give her a minute.

Unfortunately, that minute is up. The beast charges and she's running. Not for very long though. The mutant bunny hops right over the athletic girl, blocking her path. She makes a U-turn and runs in the opposite direction, only for it to have the same result. Okay that's it. If flight clearly isn't gonna work, then it's time to fight. As soon as the furry beast gets near her, she kicks it in the face bringing it to a halt. For a second. Now it's just staring at her with even more rage than before. You know what, flight wasn't so bad. Perhaps she should have stuck with it. Unfortunately, she won't be given the opportunity to do so. The bunny swiftly strikes her with the back of its paw, sending her flying into the wall. The monster bunny jumps over the young athlete. Pinning her down once again. The furry monster brings its head dangerously close to her face baring its teeth. Rainbow closes her eyes and awaits the pain that's coming her way. Except it never comes. Instead, she hears a voice that can be heard throughout the entire gym.

"Angel!"

Angel? Rainbow is confused at first. but then remembers what Nightshade did to that bird outside. He must have done the same to Fluttershy's beloved pet.

The beast responds to the voice and turns its attention to the owner of said voice, Fluttershy. The girl who's usually quieter than a pin drop. Huh, I guess even magically mutated animals don't scare her. The bunny chooses to ignore her and continues to threaten Rainbow.

"Angel it's me, Fluttershy. Don't you recognize me?"

Anel simply roars at her owner causing the poor shy girl to flinch and whimper a little. Let's face it. Angel never really listened to her before he got turned into a monster. "Fluttershy, I don-AAGGH!!" Rainbow's words are turned into a swift yelp as Angel places his paw on top of her body, pressing down hard. "Fl-Fluttershy." She manages to gasp out her name, and that's about all she could say.

Fluttershy can't let this happened. In fact, she won't! "Angel Bunny, you stop hurting my friend right now!" Did she just yell, at the monster bunny?! "You come over hear right now mister!"

'You heard her. Why don't you focus your attention on her.' Nightshade's voice is heard in the monster bunny's head and is done as told. The beast releases his grip on Rainbow and approaches his owner. 'Attack!' The monster raises his claw and slashes at Fluttershy, but then suddenly stops before making contact. Something had paralyzed him. What could have possibly stopped a giant ferocious beast such as that?

The only thing that possibly could. Fluttershy is giving him the stare! 'What? Why did you stop?' After a minute, she stops her stare and begins to speak in a soothing tone.

"I've Known you for a long time Angel. You may misbehave sometimes, but you'd never do anything this awful. You don't really want to hurt us, do you?"

"Fl-Fluttershy." Rainbow Dash says as she catches her breath. "That bunny is being controlled by Nightshade. He's not going to listen to you."

'That's right. So do as I say and take care of those girls!' Angel once again growls and prepares to attack, but then stops when he feels a hand placed on his nose.

"Angel is still my friend Rainbow." The currently not so shy girl says. "I can't turn my back on him. And I won't no matter what."

'Last time. Attack them... OR ELSE!!!!' Angel shakes his head and then stares into the eyes of his owner. Those kind and friendly eyes. He can't do this. Sure, he may cause trouble from time to time, but he doesn't want to hurt her. The girl who has always taken care of her for almost his entire life. You know what, Nightshade be darned. He doesn't like being bossed around anyway.

The giant bunny lowers his head and gives Fluttershy a friendly nuzzle. The animal lover in turn wraps her arms around Angel's neck returning her affection. "Oh Angel, I'm so glad you're okay. I was worried something bad might have happened to you."

"You mean besides being turned into a giant monster!" Rainbow Dash exclaims. "Hey, remember that time that he tried to kill us. I do. It was just a few seconds ago!" She does have a point. He was this close to almost ending her.

"And I'm sure he's sorry, but it's not his fault this happened to him." Also a good point. This is all kinda Nightshade's fault.

Fluttershy gestures to Rainbow, telling her to come closer. "Come on Rainbow. There's nothing to be scared of. Angel won't hurt us anymore."

"Won't hurt you anymore maybe. I'm pretty sure I've seen the bunny give me the stink eye before." Kinda like how he is right now.

"You're not scared are you?" Fluttershy teasingly asks.

Scared? Of the giant monster bunny that almost killed her once or twice. No. "Pfft, me? Scared? Ha! You forget who you're talking to?" She walks over to the monst... uh I mean bunny, cautiously, and places her hand on his nose. She gives a slightly nervous laugh and looks to Fluttershy.

"See nothing to be afraid of."

The diamond wall blocking the exit to the hallway begins to lower into the ground and eventually disappears. "The wall's gone!" Rainbow Dash cheers. "Alright we did it! And now, we have a giant attack bunny to help us fight Nightshade. Right Fluttershy!" Wrong Rainbow Dash.

"Angel, I want you to stay here."

"Wait What." Rainbow can't believe what she's hearing. "Why would we tell the giant monster bunny not to come and help. He's huge, has razor sharp claws. He can turn invisible, remember that?!"

"I couldn't live with myself if something were to happen to him. If Nightshade could do this to this to Angel, I don't even want to think about what he'd do if we use Angel against him. Or if Nightshade uses him against us." Ugh, fine. "So just wait for me here angel. I'll make sure to come back for you once this is all over." The bunny nods in understanding as the two girls leaves the gym. As soon as they exit, the Diamond wall reemerges from the ground, blocking the way back into the gym.

"You know, that bunny would have been very helpful. He could have at least given us a ride."

"You mean if you wouldn't be too scared to even get on him." She teased once again.

"I keep telling you I was not scared." The two girls shared a laugh as they made their way through the halls.

"Very impressive. But not the victory I wanted for them." Nightshade mumbles to himself. "Can't believe there was no one else in there to help them." The situation seemed to have been an inconvenience for him. "And I couldn't afford to do anymore teleportation then either." He continues to mumble. "At least she increased her bond with the bunny. Perhaps things will go better with the last set of girls." The vision transitions to Sunset, Twilight, and Rarity, who are slowly walking around the poorly lit library.

'Have fun my eight-legged friend.'

Author's Note

There it is. The first chapter of a fanfiction I wrote myself. This chapter needed more than I originally thought it would. And I've been busier than I thought I would. But the next chapter will end the beginning I promise. Also, I've read that some stories have or need proofreaders. How do I get one of those? Anyway, hope you all enjoy, and the next chapter will be out soon.

P.S I take any and all forms of comments.

Put to the Test

Sunset, Twilight, and Rarity slowly walk within the dark library. The only light in the room was the natural light coming through the glass ceiling. On top of that, the exit has been blocked off. They're currently trapped in here.

While none of them know for sure what else could be in here, the anticipation of something jumping them at any moment is sending chills down their spines. "I've never felt so uncomfortable in a library before." Twilight says. "Anything could just jump on us at any moment."

"Relax Twilight." Sunset tries to soothe Twilight's nerves. "We'll be fine as long as we stay calm."

"WWUUAAHH!" Kinda hard to stay calm with Rarity screaming out of nowhere.

"Rarity what's wrong!" Sunset asks with concern.

"I just remembered that in all the scary movies, this is the part where the monster attacks the characters from behind." She has a point. The girls quickly turn around to make sure nothing is sneaking up behind them. They walk backwards keeping their eyes one what's... behind them?

"Wait, if we're all facing this way, then something can still get us from behind in the other direction." Twilight points out. The three girls face their backs towards each other and look in three different directions. Nothing's going to sneak up behind them now.

"Okay, this is good. We've all got each other's back and now nothing can sneak up on..."

"WWUUAAAHH!" Again with the screaming Rarity.

"What now Rarity." Sunset asks.

"Well, if the monster isn't behind the character, then it's usually..." Rarity is left speechless as a drop of a green ooze-like substance falls right in front of her face. And another. And another. The other two girls hear the splatter of the ooze falling and all three girls look up to see eight glowing red eyes staring down at them.

"T-That's a l-lot of eyes." Twilight stutters.

"Run!" Sunset yells.

The three girls scramble and the eight eyes lower to the ground to reveal the giant spider attached to them. With raging red eyes and green ooze dripping from its mouth, the eight-legged monster sets its sight on Rarity and chases her down. The spider spews webs at the fashionista in an effort to stop her running. Fortunately, she's able to just barely avoid all of the sticky substance flying at her. Well... almost all of them.

The three girls all regroup behind a bookshelf on the second story of the room. Phew, finally safe for a...

"WWUUAAAAHHHH!" Ugh! Seriously Rarity!

"What now Rarity!" Sunset yells as quietly as she could.

"There's web in my hair!" Rarity yells, not quite as quiet as Sunset. The other girls roll their eyes and begin to think of a plan on what to do about that spider. All while Rarity tries to pull the web out of her hair. "Doing battle with that awfully grotesque bug isn't going to do any favors for my appearance."

"Arachnid. Spiders are arachnids." Twilight corrects earning a certain look from the fashionista. "What? Facts help me relax okay. Spiders aren't bugs. They're arachnids. They may seem similar but they're actually very different."

Choosing to ignore the random fact Twilight blurted. "Whatever. Right now, we need to..." Sunset is cut off when she hears the sound of sizzling, bubbling, and... dissolving! The bookshelf behind them is dissolving! That green ooze from before. It's some kind of acid. That means the spider beast can shoot acid from its mouth. Because of course it can.

"No, not the books!" Twilight looks in horror as the precious reading material melted away.

"Twilight, we need to move!" Sunset says, basically dragging Twilight away from the book slaughter.

The spider leaps to their previous location and once again chases after them.

While Rarity remains on the second story of the library as she runs, the other two turn in a different direction and run down the stairs back to the bottom floor. The arachnid decides to give Sunset and Twilight a turn in getting chased and follows them.

Rarity continues to frantically run despite the spider not being anywhere near her. She might have realized if her eyes weren't closed. She runs further into the back of the library and suddenly falls flat on her face. She tripped on something. Something big. Finally opening her eyes again, she looks at her feet to see what tripped her up. To her surprise it was a cocoon made entirely of webbing. She looks above, behind, and pretty much all around her to see the place full of cocoons! What a terrible sight. She slowly approaches the cocoon she tripped over only to jump back with a yelp once it starts to squirm. She can hear a muffle voice coming from inside the cocoon. There must be someone trapped inside it. Then that must mean there could be someone in all of these cocoons. As much as she doesn't want to get her hands anywhere near the icky stuff, she can't just leave someone trapped inside it. "Come on Rarity. You got this." The fashionista motivates herself. "Just tear the, eww, stuff off quickly. Rip the bandage." She plunges her hands at the top of the cocoon, or at least what she hopes is the top, and begins to pull on the sticky stuff. However, the webs are stronger than she expected. They're not tearing. Oh no! She did not stick her perfectly manicured fingers in a bunch of webs for nothing! She grips even harder and pulls as hard as she possibly can. Eventually she tears the webbing all the way down to the bottom freeing the person inside. From within the newly torn opened cocoon its captive emerges, revealing a certain blue-haired guitar player, Flash Sentry. Rarity shakes and pulls the loose webbing stuck to her hands off and directs her attention to the previously trapped teenage boy.

Flash takes in a deep breath, it was kinda tough breathing under all that webbing. and quickly looks at his surroundings. "What? Where the... How did I get here?" He was running in through the hallway when that spider got him. It must've dragged him here. "Right, that spider. where is it? Is it still here?!"

"Calm down Flash. Panicking isn't going to help any." Said the girl who already screamed three times.

"Y-You're right. Gotta stay calm."

"Splendid. Now keep that in mind when I tell you that that horrid spider is in fact in this very room."

Okay, trying to stay calm. "Well, at least with you girls here and your magic we should be alright."

"Well actually, we uh... don't really have our magic as of right now."

Remain calm Flash. "Okay, well at least with all of you girls here, we have a bit of a chance... right?"

"Weeeell, it's actually just the three of us here. Sunset and Twilight... Are probably still running from that monster!" She says as she realizes that the others are in danger.

"WHAT!" Well so much for calm. From either of them now.

"I must go make sure my friends are okay. Stay up here and free the rest of the people trapped in those cocoons."

"But I..." His words are left ignored as Rarity runs off to help her fellow Rainbooms. Great, the girls are down there fighting a super-giant magic spider, and he stays up here. Where it's safe and... kinda boring. Just once he wishes he could be a part of their adventures. To do some of that cool stuff they do. Welp might as well do as he was told. He has a lot of cocoons to tear open.

Rarity returns to the bottom floor and fins it a total wreck. Even more so than before. Webs all around, acid holes everywhere, busted up computers. It's a book worm's nightmare. And here comes her book worm now. "Twilight darling, are you..."

"Talk later! Run Now!!"

The nerd runs clean past Rarity with webs flying straight after her. Well, now they're flying at Rarity since she ran past. On reflex, Rarity holds up her hands trying to make a diamond shield. Of course, nothing happens due to the whole having her magic stolen thing. The webs make contact with the fashionista and completely wraps around her torso. This simultaneously launches her back and sticks her to a bookshelf.

Twilight witnesses the fashion lover being trapped by the webs, comes to a halt, and runs to her aid. "Rarity. don't worry I'll have you out of there in no time." Though it seems the need to save her friend made her forget that a humungous arachnid is heading straight for her and her friend. She tries to pull the webbing off, but her weak nerd arms just can't get the job done. With the two girls cornered, the spider prepares to strike. They close their eyes and brace themselves for what's coming, but it never comes. The girls open their eyes and see that Sunset Shimmer had jumped onto the spider's back and is trying to steer the arachnid away.

The spider jumps and turns every which way trying to throw the stubborn girl off. As Sunset holds on tight as she rides the creature. How did a perfectly normal morning lead up to her doing this. It has been quite a while since she and her friends had dealt with magical problems. Guess they were due. "This is the weirdest thing I have ever done!" Not really. "Well, top five anyway!" Sunset continues to steer the spider away as Twilight restarts on trying to free Rarity. Still unable to get anywhere though.

"You tried to make a diamond shield earlier, didn't you?" Twilight asks the webbed-up teenager.

"I'd rather not talk about it." That's a yes.

"At least it wasn't shooting acid at the time, right?" Believe it or not, this doesn't make her feel better. Actually, she is now more annoyed than before. "Heh-heh, how about I just keep pulling."

Back on the second floor, Flash continues to free the captive students. Lyra, Sweetie Drops, Sandalwood, Bulk Biceps.
and Watermelody had already been freed and are helping to free the rest. Bulk Biceps is especially helpful. Flash Begins to open another cocoon and finds a person he doesn't recognize. A girl with very light-yellow skin and grayish pink hair. She's unconscious. Considering everyone else he freed was awake, it's likely she fainted out of fear. "Uh, hey miss. Wake up. You should really wake up." He gently slaps the girl's cheek in an effort to wake her, but on luck. He grabs the girl by her forearms and tries to shake her awake. "Hey come on. Now's not the time to be resting. That giant spider can be back up here any minute!"

"WAAAAAHHH!!! SPIDER!!!"

WHAAAAMMM!!

Well, she's awake. The minute he said the word spider, the girl's eyes shot open, and she punched the poor boy right in his face. He's just gonna chalk that one up to fear. But man, did that hurt. The girl takes a second to take in her surroundings and then it all comes back to her. How she and another person had saw the spider and were quickly captured. Oh no, that other person! She looks around and finds that other person nowhere in sight. She sees Flash, still rubbing his poor injured face, and grabs him by his shirt and pulls him to her face.

"Hey you, where is she!" She who? "Where's Willow Wisp!"

"I-I don't know who that is. And can you please let go of me?!" The worried girl looks past Flash's head and sees Lyra and Sweetie free the person she's looking for. She throws Flash to the side and rushes over to Willow. "Uh, you're welcome by the way." But the blue-haired rocker didn't receive a response as the girl ran off.

She pushes through Lyra and Sweetie and grabs Willow and pulls her in for a hug. "Willow, you're actually okay." This show of affection catches Willow by surprise. And... she's starting to feel bad? "I thought that monster had..." She stops and notice the two girls she had pushed aside starring at her and what she's doing. Uh oh, better quit the mushy stuff. "What do you two poorly dressed nobodies think you're looking at." They jump back at her sudden rudeness. "I don't remember giving you permission to stare at me." Okay sure. They'll just... walk over there now.

"Valeicia?" Willow says. "Were you really worri..."

"I don't remember giving you permission to speak to me Willow." Valeicia says as she turns away and folds her arms.

"Right, of course not."

Meanwhile all the other students have been freed from the cocoons. "Alright that seems to be everyone." Flash says. He runs over to the railing running across the edge of the top floor. He looks over the edge and is shocked to see Sunset Shimmer riding on the back of the giant spider. That girl is crazy. And you know what, so is he. "We gotta go help them."

Huh?! Just because you're crazy Flash, doesn't mean everyone else is.

" You mean get closer to the sp-spider that just abducted us?!" Valeicia says, shivering at the thought. "You can count me out."

"Yeah Flash, not to agree with the girl who literally just called me a nobody like two minutes ago, but aren't we better off just leaving this to the people who have magic and a perfect track record for handling this kind of thing?" Sweetie reasons.

"Except they don't have their magic right now. They need help." Despite what he said, they're still unsure. "Come on. Those girls have risked their lives for us plenty of times, including right now. We have to help them. That's what friends do." He may have a point. "Also, aren't you all just tired of standing in the back and not helping? Doesn't any of you want to do something cool and heroic?" Not sure if any of them want to get themselves killed just so they can play superhero. "Well, I'm going. Anyone who wants to come with me can and should."

As Flash runs down the stairs, the other students consider what he said. Maybe he's right. Maybe they can be more than just people in the background. Maybe they can't be called superheroes, but at least they can be called a good friend.

Flash makes his way to the bottom floor and rushes over to Twilight who is still struggling to free Rarity. Better give her a hand. He runs over to them and assists Twilight in freeing her friend.

"Flash Sentry?" The glasses wearer is surprised to say. "When did you get here?"

"Long story." The boy answers as he starts pulling on the webbing. "That spider caught me and trapped me in here."

...

...

Go on.

"Huh, guess it wasn't that long a story." Choosing to forget that moment, they both continue to pull, but no luck. "Why is this actually harder than opening the cocoons?" Flash grunts.

The two continue to struggle when suddenly a huge muscular arm reaches between them and tightly grips to the webbing. The arm belongs to Bulk Biceps. He pulls along with Twilight and Flash, and the three of them are finally able tear the webbing and free Rarity.

As Rarity is let down, Twilight finds something off about the webbing. It's not sticky anymore. As in its stickiness was just, turned off? A mystery for another time. "Well, thanks a lot guys. That was really a big help."

"Yes, and I don't mean to sound ungrateful, but you should really stay up there where it's safe." Rarity says. "If something were to happen to you because you were trying to help us."

"We don't care about that." A voice says from behind the trio. They turn to find the owner of the voice, Lyra, but almost all of the other students who were released from the cocoons. About two dozen students give or take. "You girls put yourself in danger for us and now it's our turn."

The two Rainbooms look to each other and then back to their fellow students. Their friends. They both smile and nod to them. If they want to help their friends, then they can let their friends help them.

"Uhm, Valeicia. Should we maybe help too." Willow asks being one of the only two people left on the top floor.

"I-I don't owe those girls anything. And I refuse to get anywhere near that, that thing." Valeicia shudders once again just thinking about that giant arachnid. The odds of her helping right now are slim to none.

"We're not quite sure what we can do to help, that's not gonna stop us from trying." Sweetie Drops says. "That's what friends do. Right Flash! Flash?"

...

...

"Wait, where'd he go?"

Back to the spider, it continues to try and throw Sunset off with no success. That girl is stubborn. It keeps jumping around until it suddenly comes to a stop. This catches Sunset by surprise. Did she tire it out? The spider raises its head and stares into the distance.

'Enough playing now.' The spider hears in its head. 'End her. As painfully as you please.'

The spider proceeds to do as told. With one swift motion, the creature, very easily, throws Sunset off and flying straight into a bookshelf. It then slowly makes its way to the red head. Sunset shakily starts to get back on her feet, but her left hand is immediately shot with the spider's web, sticking it to the floor. Then her right hand. And both of her feet. She's trapped and she's gonna get treated like a fly caught in a web. The spider gets as close as necessary to finish her off with its acid.

Sunset closes her eyes, turns her head, and awaits the incoming pain. The spider opens its mouth and is ready to finish her off, but then gets hit in the head by a book. Sunset slowly opens her eyes and notices the spider staring down at a book. Why did it stop? The spider slowly turns its head to its left to see Flash Sentry. His right arm was extended, as if he had thrown something. Wait, did he seriously throw a book at that spider?!

"Uh, Yeah! How do like that bug eyes!" Flash says trying to sound cool. Eh, it was okay.

'Risking his life for Sunset Shimmer. What a fool. Attack him first!'

The arachnid obeys the voice in its head and charges after the guitarist.

Flash does what any brave hero would do in his position. Run!

Just as the rest of the schoolmates make their way to Flash and Sunset, Flash dashes straight by them with the spider in hot pursuit. "Hey, this chase isn't exactly fair! You've got four times as many legs as I do!" He says as if that'll convince it to slow down.

While the rest of the students follows after Flash and his chaser, Twilight and Rarity rush to free Sunset from her web confines. "Why's Flash here?" Sunset asks as she's let free.

"It's a bit of a not so long story." Twilight answers. "He's trying to help us; all the other students are."

"He's trying to get himself killed!" Sunset wastes no more time and runs off to catch up with the reckless boy.

"Sunset wait! We need... *sigh*, a plan." Of course, Twilight's words go unanswered as the red head had already left.

Flash runs up the stairs which is a choice he instantly regrets, because the eight-legged creature jumps clear over his head and blocks the end of the stairs. Flash stops scaling the stares and almost falls forward and flat on his face. He manages to regain his balance, only to come face to face with the arachnid blocking his way. With his face a mere two inches away from the spider's, he quickly jumps back a few steps down. Maybe upsetting an acid spitting giant spider wasn't such a good idea. "You know when you think about it, 'bug eyes' isn't really an insult for a bug. Am I right?" Believe it or not, Flash trying to smooth things over doesn't work. Back to running then.

Flash makes a brake for it down the stairs, but this time the Spider doesn't follow. Possibly tired from giving chase over and over, the beast instead decides to shoot its webbing at the boy's feet, sticking him to the floor. He tries to pull his feet loose, but it's just no use. There's no way for him to run now. The spider gets closer and closer, ready to strike at the poor boy. But just in the nick of time, Sunset jumps to Flash's aid and basically tackles him out of the way pulling his feet right out of his shoes. A bit of a rough way to save him, but effective.

Before the eight-legged beast can do anything else, a bunch of books come flying, pelting the arachnid with a flurry of hardback vengeance. Vengeance coming from the remaining students in the library of course. As the spider is now disoriented, Flash and Sunset scramble back to their feet and make a break for it. The spider chooses to ignore the pelting in favor of attacking Flash. As were his master's orders.

More books come flying.

The spider continues to ignore and search for its target.

More and more books.

You know what, forget orders! now it's mad! The spider turns in the direction the books were coming from and charges at full speed.

After a bit of running, Flash turns around to see if they were followed and sighs with relief to see that they were not. He can take a bit of a breather before trying to do something about that oversized bug. At least for right he's out of harm's way.

WHACK!

"OW!" Okay maybe not completely out of harm's way. He turns to Sunset, who for some reason smacked the back of his head. "What was that for?"

"For being reckless and dumb." Sunset says with a mixture of anger and concern. "What were you thinking!"

"Um, what about, Gee Flash thanks for saving me back there. Really Appreciate it." Flash says doing a poor imitation of Sunset's voice.

"Oh really, and what was your plan after, throw a book at it and run for dear life?"

"Hey, the purpose of the plan was to make sure you didn't get hurt. So, I' say the plan was success."

WHACK!

"OW" Flashed exclaims again.

"Look just stay here and let me, Twilight, and Rarity handle this."

"You mean with your nonexistent magic."

Darn, he knows. Sunset starts to say something in response but there's not much she can say to that.

"Rarity already told me that you don't have your magic. And I uh, kinda told the other students too."

Okay, she needs to have a talk with Rarity about not telling people that the best chance at handling magical mayhem is currently powerless. Even more so with Flash. "Look even so, this is our problem. You and all the other students shouldn't have to worry about this."

"That's not true! This is all of our school. It's not fair to just let you handle this."

before Sunset could say anything, else Flash raises hand cutting her off. "Look, we could go back and forth over who should do what, but right now we need to make sure everyone else is okay. Right?"

Sunset sighs and simply nods. She doesn't like this. In fact, she hates that Flash and everyone else is willing putting themselves in danger because of magic. Magic that's only here because of her. But it's not like anything she says is going to change his mind. So, she decides to put a pin in this and rushes off to help her friends. With Flash right behind her.

Back outside in the courtyard, E1 remains peacefully a sleep sitting up against the stone block. Totally oblivious to what's going on inside the school. It doesn't last though, for the sounds of all the ruckus going on inside finally start to reach her ears. She starts to stir and groan. And then begins to mumble. "Mom please. I really don't wanna go to school today." She must be out of it, she graduated from school four years ago. Her torso begins to lean to the left and suddenly falls over, snapping her awake. She quickly sits herself back up and starts to get a sense of her surroundings.

Okay so she's still at CHS, but she all alone. No sign of her sister, the cloaked guy, or the Rainbooms. She places her index finger to her ear and tries to communicate with her sister. "E2, this is E1, come in." No answer. "E2, this is E1. What's your status?" Still no answer. "Ugh, answer me already!" Not one word in response. She's either unconscious or... or. No, don't think like that! She's probably just in over her head in the middle of a fight right now. That's not something she'd usually hope for, but it sure beats the worst-case scenario.

She weakly pulls out her smartphone-like devices and begins to press on its screen. Though it takes her a few seconds to realize that the screen was broken. Must've happened during the fight. Great, just great! With this broken, she and her sister are gonna be in a world of trouble. She continues to tap the screen more and more, hoping and praying that something will happen. Unfortunately, her prayers went unanswered, and her tapping did absolutely nothing.

"No, no, no, no, no! Apple fudge!! Ugh, this is bad. What are we gonna do now?" After some more worrying, she takes a deep breath and focuses on what going on right now. "Okay, deal with the broken M.M.D later, focus on the mission now." She slowly gets back on her feet, though she does need to steady herself due to feeling a little lightheaded. "Guess the action is still going on in there. And that foolish sister of mine actually went in without me. Heh, I probably need to get in there and bail her out by now." She drags herself towards the entrance of the school, the lights on her suit flickering on and off. A sign that her strength is returning. Slowly, but surely.

Back in the library, Sunset and Flash make their way to the top floor where the fight seems to have been moved to. After avoiding shots of webbing and airborne books, the two meet up with Twilight and Rarity, who are throwing as many books as they can. Well, Twilight isn't exactly keen on using the beloved reading material as their primary weapon, but a girls gotta do what a girls gotta do.

"Rarity, Twilight, how are we doing." Sunset asks.

"Well, the plan is already in motion." Twilight explains.

"Throwing books willy-nilly is a plan?" Flash asks.

Like you can judge.

"It's the first part, we just want to get it riled up."

"Why do we want to make it angrier?" Sunset asks.

"Flash go find Bulk and Sandalwood are. They'll fill you in on what to do."

The boy didn't ask questions and did as he was told. Though Sunset still had some questions. "What are they going to do?"

"Here darling, just take a book and make sure to move when it shoots it's acid at you." Rarity explains.

"Would someone please explain to me what's going on."

"No time. Just follow us and do what we do.

Right throw books willy-nilly, got it. Since she clearly isn't going to get an explanation, might as well play along. The books kept flying in from all sides. Everywhere the spider turns a new one comes flying at it. They weren't exactly hurting it, but it sure was annoying. But its master's orders are to not hurt anyone. Just scare them. Then again, he did say it could be a painful as it wanted to be with Sunset, and that it could attack Flash to. Maybe its master has changed his mind. This is getting rather aggravating. And once a particularly large textbook hits it in one of its many eyes, all bets are off.

Someone's getting melted!!

The spider takes aim at the first person it sees, Lyra Heartstrings, and spew is acid in her direction. Fortunately, Sweetie Drops was able to push her out of the way. The acid instead hitting the bookshelf that was behind her. The acid melted through the paper and wood. Leving the shelf cut in half. The two girls keep running as more shots of acid are fired at them. All just barely missing them. Only managing to hit all bookshelves around it.

This cycle continues for a little over a minute. Books hit the spider, the spider gets angrier, and acid gets spat in every direction. "Alright, I think it's angry enough." Sunset says not wanting to drag this on any longer. Though she soon regrets it as the spider is able to now locate her.

"Sunset!" Twilight yells to gets her friend's attention. Which she does by the way. "Over here, quick!" She says as she points to the space in between two rows of acid-stained bookshelves.

The former unicorn wastes no time in get to Twilight. With the arachnid right on her tail. She makes to the team's resident nerd, grabs her by the hand and just keeps running between the row of shelves. The giant spider is in hot pursuit get closer and closer as it runs.

"Alright, on my signal, everyone, start pushing!" Twilight says while being dragged along. "Ready..." Twilight turns her head around to see just how close the... Oh Fudge It's Way Too Close!! "Okay Now, Now, Do It NOW!!"

All the other students began pushing on the shelves on both sides. The shelves aren't bolted down, and the acid had damaged them somewhat. Plus, most of the books have been taken off the shelves. It wasn't as hard as it would be normally, but still not a super easy task. Fortunately, there are a whole bunch of students in here that the spider had abducted. Strength in numbers, I guess. The shelves started falling in sections on both sides. Toppling on top of each other as both sides are getting tipped. One section falling after the other, the whole row is collapsing and each part that falls is closer to the spider than the last.

As the last shelf is about to fall over, Sunset and Twilight sprint for the end jump from in between the rows of falling wood. The eight-legged beast isn't so lucky though. During its final attempt to end the girls, orders be darned, it prepares one last spit of acid, only to get crushed under the weight of the surrounding shelves with mor falling ahead of it. Leaving the spider, presumably, squashed.

"Did we... Did we, do it?" Sunset asks, standing with her hands on her knees, trying to catch her breath.

There's no movement coming from under the pile of wood. "Ye...Yeah I...I think we did." Twilight says, lying on her back, breathing just as hard as her friend.

" Are you two alright?" Rarity asks offering a hand to Twilight to help her to her feet.

"Yeah Rarity, We're fine." Sunset asks while standing up straight. "Thanks to... well," She looks to all the students who helped them out. "thanks to all of you guys."

"So," Nightshade murmurs to himself, Watching as Sunset speak to her fellow students. "Even Sunset Shimmer can make friends huh."

"It looks as if they've bested all your monsters." Celestia proudly states.

"They achieved what I expected of them." Nightshade replies. "But schools not out quite yet. And those girls have one final test today." With a snap of his fingers, Nightshade vanishes in an instant. And he isn't the only one.

Wherever they were in the school before, all seven of the Rainbooms vanish in a flash of light. First Applejack and Pinkie, then Fluttershy and Rainbow dash. With Sunset, Twilight, and Rarity being the last ones to disappear. Leaving the remaining student behind in the library. To make matters worse, the pile of busted up wood begins to shudder. And to everyone's surprise, one of the spider's legs emerges from under the wreckage.

"You've got to be kidding me." Flash says in disbelief.

The students back away in anticipation of the monster bursting from under the wood, when Flash hears a strange sound coming from the lower floor. He runs down a few of the steps to see the diamond wall keeping them in is now sinking into the ground, revealing a huge hole where the door used to be. The spider must've melted the hole there in order to get in here.

Everyone quick, we need to get out of here know!" Flash says. He runs down to the exit with everyone else right behind him. The eight-legged beast emerges from the wood and quickly chases after the students. It leaps off the top floor and lands in front of the retreating teenagers, blocking their only way of escape.

"Now what?!" Lyra asks.

"We stand our ground and hope we don't die." Flash answers.

The spider, having enough of the humiliation it's received, goes for the kill, until it finds itself unable to move. It literally just stops on a dime. And even weirder, it's now rising in the air.

"That's very brave of you all, but I'll take it from here."

The teens all avert their gaze away from the airborne arachnid and to the person now standing in front of them. The girl in the high-tech magic suit, E1. Who is using her magic to encase the spider in a forcefield and lift it into the air.

"Uh thanks for the save, but who are supposed to be." Flash curiously asks. E1 doesn't say a word and just stares for a minute. She violently shakes her head and then finally gives her answer.

No one you need to worry about. Now all of you stop staring and get out of here!"

They students don't waste another second and runs past E1, out of the library. Once out, E1 puts up another forcefield, once again blocking the exit. "Alright big bug, looks like it's just you and me.

The Rainbooms all appear back where this whole thing started, the courtyard. As soon as they all realize where they all are they also quickly notice that they're all here together and all come together in the form of a group hug. But before any of them have the chance to tell the other what they've been through or really express how happy they are to see one another; Nightshade shows up and totally kills their happy mood.

"Congrats on making it this far girls." Nightshade praises. "I have to admit, I was beginning to doubt that you girls could actually pull it off. Bravo, bravo."

"You can keep your phony praise." Rainbow says. "All we want from you is our magic back.!"

"How dare you make those poor animals do such bad things. That's... That's unforgivable!" Fluttershy exclaims.

"You also put everyone in this school in danger!" Says Sunset. "And for what! Was this all just a game to you!"

"A game? No" Nightshade chuckles. "It's actually more like, a test. And I've got to say, so far you girls have barely managed to score a passing grade. I'm somewhat disappointed."

Applejack takes a turn to speak. "Ya think we care what ya think."

"But don't worry, cause I'm about to give you girls a make-up exam." Nightshade says, ignoring the cowgirl. "You seven versus me. No monsters on my side; no magic spies on your side. Just you girls against me. You win, I leave, and you can all have your precious magic back. I win... well I guess nothing changes if I win. I just get to keep your magic. Sound fair."

"Not really since you have all our magic on top of your own." Twilight says.

"Huh, you're right Twilight. This isn't very fair. Hmmm." Nightshade puts his hand to his chin and paces back and forth. Thinking of how to make things fairer. Besides giving them their magic back of course. He's got it! "How 'bout this, if just one of you girls can lay even a finger on this staff of mine", He snaps his fingers, and his crystal staff appears in his hand, "then you win. Simple right?"

The girls all look to each other, unsure of how to respond to this. There's no way it's as simple as he's making it sound. Eventually, Sunset speaks up. "And how do you win?"

"Trust me Sunset, you'll know when I've won." He responds.

The Rainbooms gather in a group huddle and begin to discuss. "We're not really considering playing this his way, are we?" Twilight says. "We couldn't win with our magic that he now has. He's only making it sound simple to probably lure us into a trap."

"So what, you think we should just quit and go home?!" Rainbow says.

"Of course not. I'm just saying we should come up with some form of plan."

"Twi's got a point." Applejack says. "Plus, we can't rightly trust him to keep his word even if we do try it his way. So bein' reckless ain't gonna do us no favors."

"I'm not being reckless; I'm just saying we don't have much choice."

"Well, I don't know about the rest of you, but I for one am more concern about what he means by 'we'll know when he wins.'" Rarity brings up.

"But I'm not sure he even wants to win." This brings everyone's attention to Twilight. "He said he's testing us. And that we barely passed. The way he spoke. It's almost as if he wants us to succeed against him. But for what purpose? And what does he expect us to do differently than what we're already doing?"

"Well, why don't we just ask him?" Pinkie asks.

"He does seem rather uhm, talkative." Fluttershy says, for lack of a better word.

"Even if we find out what he wants, what good is it if we don't stop him."

"Everyone!" Sunset finally speaks. "I say we accept Nightshade's challenge."

"Sunset, are you sure?" Twilight questions her friend. "We should at least try to think this over."

"We can come up with any plan we want, but it won't matter. He'll always know what we're up to because with magic he can read our every thought. He's probably reading our minds right now."

"She's right I am!" Nightshade says loud enough to make sure they all hear. "I'm also growing impatient. If you don't want to do this, then... *sigh*, then I guess I'll just use my magic to bring chaos to all of Canterlot City!"

Well that escalated quickly.

"Look, the best thing to do is to get his staff. It not only seems to be the source of his magic, but it's also where he's keeping ours. Getting our hands on it seems to be our best bet. Whether he'll keep his end of the deal or not."

Whether the other girls liked the sound of this or not, the fact is Sunset is right. What else can they do. He's holding all the cards. They all nod in agreement and come out of the huddle, ready to fight.

"We accept your deal." Sunset confirms, much to Nightshade's pleasure.

"Wonderful!" Nightshade exclaims with joy. "Here, I'll make the first move." He backs up a few paces and does something none of the girls were expecting. He uses Applejack's magical super strength and hurls his staff so high up into the sky it quickly goes out of sight. The girls are all flabbergasted and now have no idea what to do. "It'll come down eventually." He says with a small laugh. "And by the way Sunset, I don't need to be holding my staff to use the magic it's given me." He raises his hand up in the air and a shadow form around the Rainbooms. They look above and see a giant diamond forming overhead, threatening to crush them. "Try not to die."

The girls all quickly jump out of the way, just narrowly avoiding getting crushed. "Now what!" Twilight asks as she gets back on her feet.

"Wait for the staff to come down, then grab it before he does." Sunset answers.

"And until then?" Yet another giant diamond forms above Twilight and hurdles down towards her. Sunset grabs her by the wrist and quickly pulls her friend out of the way.

"Didn't you hear what he said? Try not to die!"

Nightshade follows up by conjuring up a row of much smaller diamonds now floating in front of him. He walks down the row and touches all of them before sending them all flying at the girls. But they seem to miss miserably. Just landing all around them.

"Hah, that's the best you got." Rainbow taunts. "Your aim stinks!"

"And yet you're still gonna get hit." Nightshade retorts.

They're not sure what he means by that until they take a look around to see that all the diamonds are now glowing. Glowing... pink? Oh no!

One by one all the diamonds explode all around them. It's like basically standing in a minefield. He had to have used Pinkie's magic in order to pull this off. Explosions going off all around, leaving a huge plume of smoke. "Hmm, perhaps that was a bit much." Nightshade admits. "*Sigh*, it really is hard to hold back all this mag..." He stomps mid-sentence as two silhouettes draw closer to him from within the smoke. Only once the shadowy figures exit the smoke can he make out who they are. "Well now."

Both Applejack and Rainbow Dash rush out of the smoke and attack Nightshade in a fury. I guess something about trying to blow them and their friends up set them off. Punch after punch and kick after kick. Both girls put their all into landing even a single hit. However, dodging their every move is more than a simple task considering Nightshade has Rainbow's super speed.

Tired of dodging, he grabs Applejack by the arm and slams her right into Rainbow. With barely enough time to enjoy his victory over the two, a cupcake hits the side of his head. Followed by more cupcakes. It doesn't take long to figure out where they're coming from. The rest of the smoke dissipates to reveal Pinkie, Fluttershy, and Rarity all chucking frosted desserts at him. And Pinkie has plenty to spare. Somehow.

"Hope you've saved room for dessert!" Pinkie cries as the throwing continues.

More and more cupcakes pelt him. Not really hurting him, but it sure is annoying. "How many cupcakes can you possibly have?!" He forms a diamond to protect himself from the sweets, followed by pushing the shield forward and rushing towards the three girls in front of him.

The girls brace for impact, but it never comes. Before it reaches them, it just stops in mid-air. They slowly open their eyes and witness the diamond suddenly crumble to pieces. While this is surprising, is Nightshade's current behavior.

He has his hand up to his forehead and begins to wobble in place. His vison begins to get blurry, and he feels like he's about to fall over at any minute. He trembles as he takes a few paces back before barely managing to get a look at his surroundings. He sees Rarity, Pinkie, and Fluttershy in front of him, Rainbow Dash and Applejack to his side, getting back on their feet. Wait that's only five. Where are the other two?!

The two girls in question jump Nightshade from behind and grab his arms before wrestling him down to the ground. Which, in his current state, isn't very hard. "What the! Get off of me!" His orders go unfollowed, and they pull him down on his knees. Suddenly his lightheadedness turns to pain that flows through his entire body. Too much pain for him to take. "Gah, urgh, AAAAAAUUUUUUUUGGGGGHHHH!!!!!"

The two girls are taken back by his screams but remain focus on what they're doing. However, in a fit of rage and pain he struggles more wildly than before.

Seeing their friends struggle to hold him still, Applejack and Rainbow dash jump in and help hold him down. The four girls pull him face-down on the ground, with Twilight and Sunset continuing to hold his arms and Applejack and Rainbow holding his legs. He still continues to violently thrash about the best he can, until Pinkie jumps right on his back to finish completely immobilizing him. "NO! Let go! Get away from me!!" To make matters worse, well for him not the Rainbooms, The Staff finally comes back into view!

"Rarity... Fluttershy... get the staff!" Sunset says between grunts from the struggling. The two girls nod and make their way to where the staff is going to land.

But it can't end like this. Can it? No. He won't let it. Not like this! Mustering up any strength he can and fighting through all the pain, He uses all the magic he can come up with in the form of Twilight's telekinesis. "I said, GET AWAY!!" In one swift moment, all seven girls get hoisted into the air and are held completely still. Unable to move a single muscle. The staff however continues to fall until Nightshade uses his telekinesis to pull it towards him and grab it while simultaneously keeping the girls in mid-air. As the pain rages on in his body, he realizes he can't keep wasting time. He flings all the girls to the center of the courtyard and forms a diamond wall around them. Trapping their entire bodies, save for their heads and forearms. There's no way out.

Nightshade reaches into his sleeve and pulls out a small vial containing a strange liquid. Rapidly pulling out the cork he immediately gulps down the liquid and the al the pain subsides. He gets back on his feet and sees that the Rainbooms are unable to get free. At this point, he's basically won. On top of that, he can't stick around much longer. "AAAAAAAHHHHHHH!!!!!!" He screams once again. "It's not fair! Why does this have to happen now! FINE! If this is how it has to be, then I'll just have no choice but to put an end to this right now!"

He raises his staff into the air and begins to channel his magic through it. The Crystal glowing a fearsome yellow light, surging with power. The girls all close their eyes and struggle to break free, but it's no use. Nightshade takes aim and prepares to finish them off. "You girls have disappointed me... For The Last-AAAAAAUUUUUGGGGHHH!!!"

The Rainbooms open their eyes and see that Nightshade isn't firing. He's now flailing around in pain. With something dangling from his hand. Among the girls, Twilight is the first to identify what the dangling thing is. "Spike?!"

It is indeed Twilight pet and friend Spike. He had snuck up on Nightshade and bit his left hand. "Ow, ow, OW! Let go of my hand you random dog! Spike holds on the best he can, but slowly he loses his grip. With one final jerk of his arm, he sends the pup flying off his, now very injured, hand. He rubs is thumb over his injury, trying to somewhat soothe the pain.

Then a thought hits him like an anvil. If he's using his right hand to soothe his left hand, then which hand is holding his staff?!

"Spike quick, bring that staff overhear!"

Nightshade snaps his head in Twilight's direction after hearing her voice. Following up by searching for Spike, who he deduces must be the dog that just bit him. His head is still a bit fuzzy, but after a bit he manages to spot the dog... with his staff in his teeth.

Spike scampers to Twilight as fast as his little legs can take him. He leans to the left for a bit due to the crystal at the tip of the staff, but it doesn't deter him from his objective. "Yes, that's it Spike. just a little further." Twilight encourages. The other girls join in on cheer the little pup on as he gets closer and closer.

But just as before, Nightshade can't let it end like this. "Come back now!!" Just as his words are spoken, Spike comes to a complete stop. With his enhanced version of Fluttershy's magic, the poor dog is now completely under his spell. Spike slowly turns around and walks back to his new master. Both Spike and their only hope has now left them. "Yes. That's a good boy."

The try to stop Spike. They cry and plea for him to snap out of it, but it's just no use. Spike prepares to hand the staff over but stops as he hears one final cry from his owner.

"Spike please!!"

And that last cry is enough to finally get through to him. The pup shakes his head and looks around in confusion. "Twilight?" Spike mumbles with the staff in his mouth. Unfortunately, it's too late. Nightshade simply just grabs the staff and, although struggling, uses Twilight's magic to throw Spike off. Once Spike hits the ground, magic diamonds form around his paws, keeping him in place.

"Now, I'm really tired of this!"

E1 closes her Magic Tracker, having successfully captured the wisp of magic that was infused with the spider, and tries to contact her sister once more. "Come on Sis, pick up this time. E2, you there? E2?!"

Still lying in the principal's office, E2 begins to stir as she faintly hears her sister's voice waking her up.

E2! E2!!

The sleeping girl finally pulls herself up as she regains consciousness. Though still a bit woozy in the head.

DANG IT SIS! IF YOU DON'T ANSWER ME RIGHT NOW, YOU CAN FORGET ABOUT GETTING ICE-CREAM WHEN WE'RE DONE!!!

Well, that finishes waking her up. Sheesh. Pretty sure Celestia and Luna could've heard that. "Hey, that's not fair! You promised, remember?"

Never has E1 been so happy to hear her little sister whine. With a sigh of relief, she begins to speak once more.

"Bout time. What were you doing, taking a nap?

"Hey, who are you to judge me? You were the first one to sleep on the job after that stunt you pulled in the courtyard."

"Whatever. Just meet me outside. Something weird is going on. Even for us."

"Weird how?"

"While I was fighting this giant spider, my tracker picked up a massive source of magic."

"Yeah, that's probably just Nightshade. You know, the guy we came to take care of. Not really weird."

"Would you let me... Wait, Nightshade? That's really the guy's name? Uhm okay then. The weird part is that all that magic just started to disappear. The signal just kept getting weaker and weaker. Now it seems to be stabling itself, but at a much smaller size than before."

"What does it mean?"

"Why don't we head outside and find out."

"Will do"

"Uh-Oh.

"Uh-Oh? What's Uh-Oh?"

"Well, there's now a griffon in my way. Even more uh-oh, I'm kinda low on magic myself.

"Okay, I'll be right there. Don't go anywhere. Unless, you know, you have to run for your life."

"Thanks for the pep-talk. See ya soon. E1 out."

E2 makes a dash for the doorway, before turning around to see Celestia and Luna still stuck within their diamond confines. "Madam... uh, you. let me help you two out real quick." She raises her hand and sends a wave of magic hitting the diamonds holding the two sisters. Then diamonds respond by sinking into the ground until vanishing from sight. Even the holes in the floor they made are completely gone. As if the diamonds were never there. Nightshade's magic really is getting weaker. She couldn't do that before with the diamond wall that was blocking the entrance into the school. "There, now before you start asking a whole bunch of questions, I need to go. Like right now!" And in a flash, she left.

"So now what do we do?" Luna asks.

Celestia dusts herself off and then answers. "We go check and see if everyone's okay. That's about all we can do."

"It's obvious that you girls don't understand anything about real magic." Nightshade lectures the Rainbooms while they continue to try and break free. "Most of you have had your magic just handed to you by glorified trinkets. Trinkets that you're powerless without. And once you don't have it, you're all useless." He looks directly at Sunset. "And some of you don't even realize what you have until you've lost it. It's not entirely your fault though. You're just a bunch of kids that got swept up into a world you never should have. Unfortunately, that doesn't change what I have to do. *Sigh*, goodbye."

His staff surges with more and more magic, glowing yellow aura getting brighter and brighter, until he hears something. Footsteps. A lot of them. He turns his head to the school entrance and is surprised to see not just one or a few, but all the students of CHS. From the CMCs to the sports teams, everyone was here. And before he knew it, he's now surrounded. Whether to save the Rainbooms or to just get back at him for what he's done, they're prepared to fight Nightshade.

Nightshade chuckles and follows with a full-on burst of laughter. "What is this? The B to D list characters want to join in? You all know that with a snap of my fingers I could transport you all into the sun, right?" Actually, in his current state, he's not quite sure he can pull that off. But that won't stop him from bluffing. "Look, I only care about the seven of them. So, I give all just one chance. Leave and let me finish them off. I mean really, all these girls are is just a magnet for trouble. all your magic problems, these girls are always at the center of it." I didn't think it was possible for the girls to feel worse than they already did, but here we are. "Even by some miracle I'm defeated, someone or something else will just show up in my place. If you think about it, I'm doing you all a favor. None of you asked for this. None of you have to care. Just walk away, and you can all go back to pop-quizzes being the evilest thing you have to worry about." But not a single student budged. "Ugh, perhaps I didn't make myself clear. If you don't back off, you'll all meet the same fate as them!"

"Do what he says everyone." Sunset says. "He's right." As much as she hates to admit it. "None of you asked for this." She looks to her sides and to the other Rainbooms. "None of you." She says under her breath. "If you don't leave now, you're all going to die!"

Yeah, we don't care!" Flash is the first to speak up.

"You girls are our family." Apple Bloom continues.

"And our friends." Scootaloo adds.

From there many students had something to say.

"You girls have saved us many times before."

"We can at least try to return the favor."

"Like you can blame them. You're the one who attacked our school."

"And sent scary monsters on us."

"All they tried to do all day was protect us!"

"Yeah, so leave our friends alone!"

It's amazing. Their fellow students are actually protecting them. They don't care if Nightshade is all powerful. They don't even care if he only attacked to get to them. And seeing them all stand up for them. It's nice, but the fact remains the same. There's nothing they can do to stop him. And then the Rainbooms feel it. It's small, but it's there. Like they're getting... stronger? Like... like magic?

Nightshade hears the words of the students, and once again bursts with laughter. Though a bit less maniacal this time. "You hear that, girls?! These people are your 'friends'. They came here to save you. How brave. Stupid, very stupid, but brave. And if they came here to end their lives so you can live just a tiny bit longer, then who am I to get in the way!" He rises into the air, getting in a better position to take them all out at once, and for the third time, channels his magic through his staff. The yellow aura glowing brighter than ever.

The student all brace themselves for what's coming. The Rainbooms can't remain trapped any longer. They have to break free. And help their friends!

And now... Nightshade can feel it. It's weak, but it's slowly getting stronger. A magic energy very close to him. Can that be right? It couldn't be those Equestria Gils spies. He's unable to detect their magical energies. Plus, this magic feel like... Friendship Magic! It couldn't be. Could it? He can feel it all around him. Is it from them. The nobodies of this school. How do they have magic all of a sudden. Even that dog he swatted earlier is showing signs of magic. The magic levels are staying low all in all around, except for one spot. The weak magic is getting stronger. And he knows exactly who's doing it. The Rainbooms! Are they draining the magic from them? No that can't be it. Even if one of them knew how to do that, the magic coming from the other students aren't getting any lower. And even all their weak level magic put together wouldn't amount to what those girls are showing right now. They're not draining it. It's kinda more like they're sharing it. Is that how it works? A question he'll have to answer later. It's time for the closing act.

With a thrust of his staff, the blast of magic is fired. The beam comes closer and closer, nothing can stop it now. Nothing except...

...

...

A beam of multi-colored lights!

It's actually blocking his attack. No wait, it's actually pushing it back!

Nightshade ceases his attack and floats out of the way before the counter laser reaches him. And there they are. Seven glowing girls rising to meet him. Each glowing their corresponding color and changing in appearance. Their hair grows twice as long and all style in a ponytail. Their human ears vanish and pony ears atop their heads. Three of them even gain wings as well. The Rainbooms have Ponied-Up! How?!

This is a surprise for even the Rainbooms themselves. They didn't think they could still do this after Nightshade drained them of their magic. The tail's, the ears, it's really true. Their clothes didn't change any, like they have in the past, but beggars can't be choosers. After marveling at their regained magic, they turn to Nightshade and are ready to end this.

"Nightshade, it appears you've underestimated the magic we all share." Twilight states.

"You may have all that power," Rarity starts.

"But as long as we have each other..." Applejack continues.

"And all our other friends..." Continues Fluttershy

"There's nothing we can't overcome." Rainbow Dash

"That's the magic of friendship!" Sunset declares.

"Now let's light him up ladies!!!" Pinkie yells.

The girls all concentrate their magic and focus it all into one big rainbow lasers! The light of its power completely consumes him, trapping him in a rainbow vortex, before slamming him straight into the ground. Making a crater behind the group of students still on the ground. Furthermore, his staff goes fluing into the air and landing right into the palm of Sunset's hand. They've won.

The Rainbooms float down to the ground, but they get only a few feet of the ground, their pony ears, ponytails, and wings flicker. Fading in and out. Before vanishing all together. They turn back to their normal selves. I guess that magic they gained was only temporary. And without their magic, their landing isn't going to be as soft. They land with a thud but quickly get back to their feet. A little embarrassing, but they don't care right now. All they can focus on right now, are the cheers came at them from all sides. But it's not just cheer for them. It's a celebration for everyone. No complaints from them. They don't quite understand what happen, but what they know for sure, is that they wouldn't have won today if it weren't for everyone here.

With Nightshade down, Spike is finally able to break free and the first thing he does now is run straight into Twilight's arms. She can't help but hug him as tight as she can.

Sunset takes a close look at the staff in her hand. The very thing that stole their magic in the first place. But what exactly is it? And can they use it to get their magic back? Maybe she and Princess Twilight can get to the bottom of this if she shows it to her. Unfortunately, she won't be able to show it to her. Because the staff goes flying out of her hand and straight down into the crater Nightshade was blasted into.

The students gasp and turn towards it and see Nightshade float out of it and back on level ground. and even weirder, he laughs once more. With joy? "Oh man! I didn't see that coming! But it's like I said before. Magic really is the greatest!” The Rainbooms run in front of the others, Spike too since he's still in Twilight's arms, and stare him down.

"Nightshade, you lost." Sunset states.

"That I did Sunset, that I did." He raises his staff into the air and uses it to release the seven wisps of equestrian magic he stole from them. "To the victors goes the spoils. Congrats. I guess that's my que to leave." He throws his hand out to the side and a portal appears just like that. "But before I go, I just wanna say that the magic you girls have is really something. I sure hope you don't lose it again. Until we meet again. Adieu."

"Wait, you can't just..." But before Sunset can even finish her sentence, he vanishes through the portal, and it quickly closes afterwards. leaving just the wisps of magic behind. Sure, Nightshade got away, but at least they can get their magic back. At least that's what they thought.

The wisps start to fly to their original owners, but ma a beeline for the roof of CHS. Where he is standing. The man in the black coat, Nightshade! His staff's glowing purple aura acting as a beacon that the wisps of magic can't help but follow. Until ending up in the crystal tip of his staff once again. The girls can't believe what they're seeing. He channels Rainbow Dash's magic and prepares to make his quick getaway.

"Hey, wait!" Sunset yells. "What about our deal?!" The man in the coat says nothing and uses his newfound speed to run down the wall of the school and dash out of sight. He's now long gone. "No wait!" Sunset starts to, futilely, run after him, but Applejack places her hand on her shoulder to stop her.

"It's no use Sunset. With Rainbow's speed he could be in all the way in Las Pegasus by now. He's gone."

"so after everything we've been through, he gets to just get away with our magic!"

"Yes, but at least we managed to stop him from hurting anyone." Twilight says, to show them the bright side.

"Yeah. And so what if he got away. We totally won today and will do it next time to. Cause we're awesome." Rainbow Dash declares.

"*Sigh*. Yeah, I guess you girls are right. Right now, I'm just glad that we're all still okay and that I have the best friends in the world to have my back." The Rainbooms all indulge in a group hug to fully enjoy this moment.

Back inside the school, the place is an absolute wreck. Celestia, Luna and the rest of the faculty they found trapped in the chemistry room, could only look in horror at all the damages. "Well, this place has seen better days." Luna says trying to laugh this off.

"But where are all our students?" Celestia asks. "We looked all over and haven't found any of them. I'm starting to get worried."

"No need to worry."

The adults turn around to see E1 and E2 behind them. And, for a reason they aren't sure of, E1 has a cat in her arms and E2 has a bunny in hers. Plus, a bird on her head. "All your students are just outside." E1 says. "We have no Idea what happened out there, but somehow they all managed to call upon a massive source of magic. But now every bit of magic is gone. Point is everyone's okay." She explains while her sister cuddles with the bunny in her arms. "Which means we should go before you all swarm us with questions. Take care of these little guys for us, will ya?" The two girls put down the animal, E2 also shooing the bird off her head, and then pulls out a small round object. They throw the objects down and a flash of blinding light illuminate the hallways. By the time anyone could see again, the two of them were long gone.

The two magic agents make their way behind the school and begin to discuss the recent events. "Okay, so what did happen while we were inside?" E2 asks.

"How should I know?" Her sister answers. "I'm guessing the Rainbooms managed to pull out a miracle. Other than that, no clue. Though, I'm pretty sure Nightshade got away. And, based on these last readings, with all their magic. *Sigh*. We were supposed to stop him and leave them out of this. Some agents we turned out to be."

"Yeah. I guess we were ultimately useless huh."

"Hey speak for yourself. I beat a phoenix and a giant spider. I feel like I contribute something today."

"So you're saying I was the only useless one today?!"

"I didn't say that. Then again you are just the support agent." E1 teases.

"Ugh, you're the worst." E2 replies with a small laugh.

"I love you too. Now come on let's get going. We need to come up with a plan on what to do next." The starts to walk away, but then turns to see that her sister didn't move. And that the blue lights on her suit are glowing really bright. "Uh, what are you doing?"

"Supporting." She places her hands on the back wall of CHS and sends a massive wave of magic throughout the entire school.

"Sis, wait! do you know how much energy fix that much damage is gonna take?"

"I should... at least... try!" The blue agent struggles to say.

To the surprise of everyone in and outside of the school, every bit of damage on the premises is getting fixed. The claw marks, the scorched grass, the crater, all of it just vanishing before their very eyes. The students outside walk inside to see if the same is happening there to. And it Is! Seeing the school get fixed is amazing enough, but with the waves of magic flying around as it happens, simply breathtaking. Every bit of damage done, it's now like it was never even there.

But all that wonder comes at a cost. E2 is now completely wiped. The lights on her suit go dark and she can barely stand up straight. "Heh, how's uh... how's that for... phew, contributing." She falls back, almost passing out, until her sister holds her arms out and catches her before she hits the ground.

"Heh, you can barely stand after pulling that stunt." She lifts her sister into her arms, carrying her bridal style, and simply walks away. "Come on. Let's go get you that ice-cream I promised."

"And then we can go home?" E2 to weakly says.

"Uh yeah, about that."

2 Hours Later

What was originally supposed to be a party to celebrate the new and, for some of the students, last school year, has now become a celebration for the school coming together and stopping Nightshade. And it's taking place in the school gymnasium. After all they've been through today, they could use a little fun right now. Including six of the Rainbooms that are enjoying themselves in the center of it all.

"I still can't believe Principal Celestia agreed to let you throw your party here Pinkie." Rarity says to the party's maker.

"Eh, why not?" Rainbow Dash asks. "We've all totally earned it after kicking major bad guy butt."

"And there's no better way to celebrate than with a party." Pinkie exclaims.

Though everyone else has their minds on celebrating, Sunset has her mind on other things. This doesn't go unnoticed by Twilight. She better go say something to her.

"Still thinking about Nightshade?" She asks, holding two cups of punch.

"Him, the wisps of magic, those two strange girls who apparently vanished without a trace. It's definitely a lot to take in for just one day." She accepts one of the cups of punch and take a long sip of the drink. "I wrote to Princess Twilight about that staff Nightshade has. She said she'll look into and write me back if she finds anything. At least that would answer one of the mysteries we now have going on."

"True. That Nightshade guy though. That guy has days' worth of mystery alone. And those girls. That device they used looked just like the magic tracker I made so long ago. How do they have one? And how long have wisps of magic been flying out of the stone block in front of our school?"

Sunset let's out a small laugh at the nerd's many questions. Is that what her thoughts sounded like? "Well, at least I know that I'm not the only one thinking about these things." She gulps down the rest of her beverage. "I bet you're already thinking of how to solve them all right now huh." Twilight only smiles nervously to respond. "Yeah, me too." Now both girls share a laugh. "How 'bout tomorrow, we get together and bounce our ideas off each other? I'm sure between the two of us, we'll be sure to come up with something."

Twillight finisher off her drink and then gives her answer. "Sounds like a plan."

"Great. Now come on. I'm sure Pinkie would be disappointed if we didn't have some fun at her party." And with that, the two girls meet up with their friends. No more thinking about mysteries, monsters, and magic. For the rest of the day, they just want to enjoy some time with their best friends.

Not every student at CHS is enjoying themselves at the party. One student in particular decided to watch the party through a window instead. A new student that has barely even been inside the school all day. The same student Twilight met on the way here this morning. A student that goes by the name, Rain. He doesn't mind missing out on the party. He's never really been the party kinda guy. But he does have an interest in something else. Magic. And now, he has his sights on the most magical thing in this school. The group of friends known as the Rainbooms. He pulls out a pen and notepad and begins to write something down in it. Something he's learned today.

~~Magic~~ Friendship Lesson #1

The more friends you have, the easier accomplishing your goal is. When something is difficult for you to do alone, it's good to have someone to have your back. A lesson I may want to take to heart when handling my current project. So, you know, it doesn't blow up in my face. Again. More research is needed, but I think this is a good start.

Lesson Note: Friendship is Magic?

He puts his pen and pad away and walks away from the building. He's got a big day tomorrow.

Elsewhere, a portal opens up and Nightshade steps through it. Stepping on the cracked street below his feet. After what he's done, he could go for some rest right about now. He walks forward, past a shattered pile of rock with various horse statue parts in it. Walking under the grey sky and through the fields dead grass to his sides. Where he is now is a place, some would describe as an apocalyptic wasteland. But for him, this is home. Or at least the building he's walking to is. And that home, is Canterlot Highschool. Only, the windows are all broken, the walls are full of holes, same for the roof. The wholle place looks as if it suffered being in the center of a war. But like I said. For him...

"*Sigh* Home sweet home I guess."

Author's Note

Oh my Celestia. This chapter ended up being way longer than I anticipated. But at least I finally finished it. I'm not great at writing, but I'm actually having fun with this. Sorry this update took so long. But this story isn't dead. Just kinda a zombie due to the slow updates. But I hope you all enjoyed reading it. I'd love to hear your thoughts and, more importantly, your criticism so I can get better as I write. An extra chapter has been written on MLP - Equestria Girls: The Magic of Friendship Extras following this one up. So look forward to that. Until the next chapter. See yah!

Catch the Magic

It's been four days since the Nightshade incident. Canterlot High School is able to enjoy this moment of... well, things being normal. Not that this school has never had any moments like this before. But after what Nightshade did, normal is very much welcomed. Or at least it is for most. One student in particular is far more interested in the events that took place here. A boy that made sure to get to school earlier than anyone else. A boy that loves all things magic. New student, Rain. And all he can think about is how a bunch of normal teenage girls can fly around and shoot rainbows from their hands. After doing more research, he found out that it all comes back to one spot of origin. The stone block in the center of the courtyard.

"So, this is where all this started. Or I guess, what's on the other side." He almost can't believe it. Right in front of him is a gateway to a world where magic is like air. Just a few more steps, and he can find all the magic he'd ever need to. "Okay Rain. Just leap forward and witness the magical wonders that await you. And you're probably gonna turn into a pony. Hmm, yeah I'm okay with that." He takes a few steps back, then charges forward only to stop right before going through. "Wait, if I do this now, I'll technically be skipping class." He thinks about it for half a second. "Eh." After some more thinking, he takes off his jacket, folds it up nice and neat, and places it next to the portal. "Please still be here when I get back, please still be here when I get back." He begs the jacket. Okay, this time for real. He takes a few steps back, getting a running start, and then makes a dash for the portal.

THUUUDD!!!

"Augh, Oww! Why did going through the portal feel like running into a stone wall?" Probably because that's exactly what he did. There is no portal. Just stone. "Ugh! What the hay." He gets back on his feet and feels around for the portal. Did he not do it right. Is the portal on a different side of the block. No matter how much felt around, there's just no portal! He starts pushing and kick, but nothing. "Well that just goes to show you that if something seems too good to be true, it probably is." Then he realizes something. He's no longer alone. By bus, by bike, by car, or by just walking, students began to appear. And almost all of them have their eyes on the weird boy wrestling with a rock. Time to go. Now! With a slight blush on his face, he quickly scoops up his jacket and runs straight for the school doors. "Okay, clearly I'm gonna need a different approach to this."

After a few classes meet up with each other at lunch. And by the looks of their faces, Sunset can tell that they all of them have the same thing on their minds. The events that took place here yesterday. Best to just go ahead and get it out there. "Alright, I don't need my magic to know what all of you are thinking about. Nightshade, right?"

"Ah know we managed to beat him yesterday, but it still sorta concerns me, ya know." Applejack says, confirming Sunset to be right. "Jest knowin' that Nightshade guy's still out there."

"After what happened yesterday, I couldn't even bring myself to bring my animal friends to school with me." Fluttershy softly says.

"Nightshade is extremely dangerous." Twilight Sparkle says. "He can be anywhere he wants, do almost anything he wants. And what's worse, he can attack at any moment."

After all the girls taking a quick look over their shoulders, umm... for no particular reason, Rainbow Dash takes a turn to speak. "Ugh, not to mention that jerk ran off with our magic even after we whooped his sorry butt. What a sore loser."

"Speaking of which, I wrote to Twilight, uh Princess Twilight, to see if she knew anything about that staff Nightshade used to steal our magic."

"What did she say?" Their Twilight asks.

"She's doing her best to figure out what it is and where it came from, but so far nothing." Sunset replies. "I also told her about what Nightshade was doing to the portal. We're not quite sure why he did what he did but for now, we decided it's best to keep the portal closed."

Rarity takes a turn to speak. "I still can't believe magic has been leaking out of the stone in front of the school this whole time."

"And if it weren't for those other girls, *sigh* well you know." Sunset says.

"So the list of everything we don't know is, who those girls really are, where they came from, how they have a device that looks just like my old magic tracker, Who Nightshade is, what he wants, what his staff is and comes from, just how much magic has already leaked into our world, how we can get our magic back..."

"We get it Twi, there's a lot we don't know." Rainbow interrupts, getting the idea.

"I know! And I can't stand it!" Twilight's not really used to not knowing things. Being hit with this many mysteries at once is a tad frustrating. And it kinda shows.

"Here, scream into this." Pinkie says passing Twilight a big bag of marshmallows. "Helps me when I'm frustrated."

Wait. When is Pinkie ever frustrated? Ugh, just another thing she doesn't know. Better take Pinkie up on her offer. She takes the bag of fluffy treats and shoves her face into it. Releasing a muffled scream afterwards. And you know what, it does kinda help. "Huh, that was oddly satisfying."

"See, marshmallows fix everything." The pink party lover says.

"Except our no magic problem." Twilights reminds.

"Well, then it's about time we did some research of our own." Sunset says. "I mean for all we know that staff might be from this world. It can't hurt to check out. Soon as we get the chance, why don't we hit up the library?"

"Good idea. I do think better when surrounded by items holding vast knowledge." Is she serious, or was that supposed to come off as funny? Either way, glad she's on board.

"Good. Can't let Princess Twilight do all the work. Let's see what we can dig up on our end."

"You're Telling Me We're Stuck Here!!!" Yells an angry E2. "How could you let your M.M.D get broken?! Do you know how important that thing is?!"

E1 covers her ears in order to withstand her little sister's verbal onslaught. "Yelling at me isn't going to change anything. It got damaged during the fight with Nightshade. What about your M.M.D?"

"I'm a support agent. Mine only has the basic installs."

"Oh, right. But you're smart, can't you just... um science mine back to normal."

Sci-Science it... Did she really just say science it?! "No, I can't just 'science it back to normal' as you so intellectually put it. I need replacement parts! Parts that are probably aren't even made! Ugh, this is bad! Really bad! How are we supposed to get home?!"

"Let's not panic. These things happen on these kinds of missions. Soon enough, they'll send a team to investigate our whereabouts."

E2 sighs with relief. "Oh yeah. That's right. So how long until then."

"Based on the capacity of our mission, uh couple months."

Are you kidding me! "What! Two months! Why do we have to wait that long!"

"To be fair, most agents don't have their M.M.D destroyed after one week on the job."

E2 then realizes something else. Something very important. "We have another problem. Your M.M.D also had all the digital currency we needed."

Say what! "Wait. You mean, without it we're flat broke! How are we supposed to pay our rent! Or eat!"

"Well, there's pretty much only one thing we can do about that."

E1 knows where this is going. "No please, anything but that!"

"We're gonna have to get... real jobs."

"Gah, apple fudge!!"

Within the library of CHS, Rain is currently checking out some books he'd like to read. All six of them. Three of them being fantasy novels, two of them are on advanced science and machinery, and one called "Making Friends 101: Vol. 2". Sure, because volume one was so helpful.

Miss Cherilee finishes checking out the last book and places it on the on the top of the stack of books in Rain's arms. "That sure is a lot of books you're checking out at once. Whenever will you find the time to read them?"

She's half joking when she asks this, but Rain decides to answer anyway. "If I use all of this evening and tonight, I'll have these back here by tomorrow."

Wait, tomorrow! She takes a look at the top book on his stack, "Making Friends 101: Vol. 2", and gets the idea. This kid is very lonely. And a little boring. But she's not gonna say that out loud. "Oh, that's um nice. Enjoy the books."

"I will. Thanks Miss." He starts to struggle to hold up his books and open the doors, but suddenly the doors open for him. "Oh, thank you doors." In reality, Sunset and Twilight had open the doors. But Rain's to busy thinking his own thoughts to notice them.

Paying no mind to the boy they just held the door for, the girls enter the library to begin their research. "So, you really think that Nightshade's staff could be from this world, and that we can find something on it in here?" The resident nerd asks.

"Honestly, I have my doubts." That's not reassuring at all Sunset. "Pretty sure we're not that lucky. But it doesn't hurt to look while we have some free time. Princess Twilight will probably have better luck than us, but I want to contribute something to the search."

"Do you think maybe you should head to Equestria? To maybe help the princess look there." True, she is more likely to find information on something magical in a world full of magic. But admitting it still makes Twilight feel a little off for some reason.

"You said it yourself. Nightshade can attack at any moment. I don't want to risk me not being here when that happens."

That is a good point. She still remembers when she, Sunset, and Rainbow Dash went to Equestria and while they were gone that massive storm hit the yacht their friends and everyone else was one. Probably best for them all to stick together for now.

"Oh, okay then." She replies.

"Now let's see what we can find before next period starts."

School has ended for the day and as you can probably guess their search ended in a failure. All the students are making their way home. Sunset decides to walk Twilight home to continue to try to come up with a plan. "Okay so our search was a bit unsuccessful. Any ideas on what to do now?"

"Well, yes but try not to freak out." Twilight says a bit nervous as to what Sunset's reaction is gonna be.

."Why would I freak out?"

"Well, um you'll see."

Activating Anticipating Freak Out Mode. "All right. I'll try not to freak out."

The two make it to Twilight's house. "Okay, wait here." The purple teen runs inside, Leaving Sunset waiting for a few minutes. After a little bit, she runs back out with something in her hands and her dog Spike right behind her. "All right. Here it is."

"She also spent all of last night working on it." The dog snitches earning a glare from his owner.

"I thought we agreed you wouldn't stay up working on your projects anymore." Sunset says with an unconvincing stern look.

"It's to help us against Nightshade. I think we can both agree that my losing sleep is a small price to pay." She takes a breath, almost turning into a yawn, and prepares to show what she's been working on. "Alright, here it is." She opens her hands to reveal a device that Sunset knows all too well. Twilight's magic tracker from the Friendship Games.

She instinctively takes a step back at the sight of it. "Your device from the Friendship Games. You actually fixed that thing!" Last time Twilight used that thing, she sucked up all Sunset's and her friend's magic, closed the portal to Equestria, ripped holes in the fabric of reality, and turned herself into a giant demon that almost destroyed two worlds. So yeah, she's a bit nervous around it.

"Told ya she'd freak out." Spike says.

"Technically I made a brand new one, since the old one was destroyed."

"Not the point!"

"You said you wouldn't freak out."

"I said I'd try!" Well, you failed. "It's not gonna, you know."

"Relax. I've learned from what happened last time. It won't drain any magic anymore. Unless you know, I want it to." Not very reassuring. "It's perfectly safe. Here look." She opens the device and Sunset jumps back, expecting it to, well any of the bad things it caused before. But fortunately, nothing happens.

"Huh, I guess you're right." She reaches out to take a closer look at the device, only for Twilight to mischievously slam the device shut and quickly reopen it. Causing the dual-colored haired girl to swiftly retract her arm, releasing and adorable yelp. Twilight can't help but giggle at Sunset's reaction. "Not funny Twi."

But the look on your face was priceless. "Okay sorry. For real this time." She passes Sunset the device to let her examine it.

"So how does this one work any different than the last one?"

"It'll only detect frequencies when I program it to. And only specific ones I want it to. And its containment feature also requires an input code. It's basically the same but with a lot of safety measures."

"So how do we get it to find what we want?"

"That's the downside to the recent improvements I made. In order to find any form of magic, I first need to scan a sample of it."

As ironic as needing the magic in order to find the magic sounds, this being the only downside to the device no longer being able to cause the end of the world is something Sunset can live with.

"Without our magic, I'm not sure how to get a sample." The nerd says.

Sunset passes her friand the tracker back and places her backpack on the ground. She then starts rummaging through it, searching for something. "No problem. I've got just the thing." She pulls out her magical journal she uses to write to Princess Twilight. "I'm sure there's enough magic in here to help."

"Sunset you're a genius!" Twilight exclaims with joy.

"Thanks for noticing. Now how do we do this? Do I need to open the book. Or maybe tear a piece of paper off and place it inside?"

"Scan complete!" Say what?!

"What? When did you..."

"It's a pretty simple procedure. Now for the moment of truth." The tracker starts to whir and hum, but then the lights power on and it begins to detect the nearest magical energy signature. "Yes, it's working." Twilight face glows with pride. It always feels nice to have a failed experiment turn into a success.

"It's actually working?!" Well don't sound too surprised. "I mean, can you tell what it's tracking?"

"The energy seems rather small. Might be one of those wisps of magic that leaked out from Equestria."

So not Nightshade. Sunset's not sure if that's a good thing or a bad thing. "Welp, that's a start. Let go find it. Before someone else gets their hands on it." She runs off in a random direction before coming right back. "Actually, you better lead the way. You, having the tracker and all."

"Right. Okay then, this way." Twilight leads the way with Sunset and Spike right behind.

The two girls and the dog run for quite a bit for reasons not quite sure of at this point. "Wh...Why are... we still... running.?" She says between deep breaths. She can handle some running, but they've been running for almost half an hour. without so much as a minute to catch their breath.

"The source... of the magical signature... Keeps moving." Twilight says, also having a bit of trouble breathing. She's is doing better than Sunset and Spike though. Either she's in better shape or the excitement of finding the magic is propelling her forward. "We need to keep up if we ever want to catch it. So, keep running!"

"But can't we at least take of a break?" The poor dog begs.

"No, we can't. We have to catch it. Who knows when will ever get a chance to find another one."

"Twi has a point. Let's... just keep going and hope we see it soon."

And, as if the universe decided to show pity on the tired runners, The magic signature finally stops moving. and Twilight is trilled. "Hey, it stopped moving. Now's our chance to catch it!"

"You're really excited about this, huh Twi." Sunset asks, now feeling a bit relieved.

"This can just be a start. Think of all we can do with magic if we figure out how to properly utilize it."

She's probably been thinking about this for a while. Twilight is a wiz at science. If she figures out how to incorporate magic into that. Then again, Sunset's not too sure if that's such a good idea. Magic doesn't exactly follow any rules here. Maybe she's a bit too excited.

"It's here!"

Sunset's snaps back out of her own thoughts to find Twilight rushing to the park. She knows it's in this area. It's only a matter of time before they find it. "So, it's somewhere in the park?"

"Yep, and I just need to pinpoint its location so we can... What the!" Suddenly the energy signature on her device just vanishes. "Wait a sec... no, what, how!"

"Twilight, what's wrong?" Her worried dog asks.

"The magic signature, it's gone!"

"Gone!" Sunset says. "You mean it left?"

"No, I mean it just... blipped off!"

Blipped off? "It just vanished? Did your device stop working or something?"

"No. At least I don't think so."

Spike walks further into the park and spots something. "Girls look!"

The two look up from Twilight's device and look in the direction Spike is looking. And then they see it coming from behind a tree. A person in an oversized black jacket looking as suspicious as possible. What really catches their attention is what the person has in his hands. It appears to be a canister of some sort. And within it a purple glowing wisp of Equestrian magic!

"Hey, you!" Sunset yells in the person's direction. The person gasps at the sound of her voice. He's caught by surprise but then decides to make a break for it. "Come back!"

The three begin to chase after him. The guy runs for dear life and is actually getting away. The three of them are still tired from all the running to get here. They needed to catch their breath and by then, he was long gone.

"Oh great! He got away with the wisp." Twilight says in distress. "And whatever he had it in, must be blocking the energy signature. I can't track it."

The fact that someone else has something that can not only contain the wisp but also suppress its energy signature. This leaves Twilight feeling, well honestly, a bit intrigued. But mostly aggravated, because now she can't track the wisp.

"Maybe we can find another one." Sunset, trying to cheer her up. "I mean, come on there all probably some of those things all over the place."

"I guess. But Sunset, what if that guy who stole the wisp... what if he was Nightshade."

Sunset can't say she didn't consider that. I mean, who else would try to get their hands on it. E2 and, she can only assume, E1 sure. But she highly doubt's that guy has anything to do with them. And even though using a canister to contain the magic instead of his staff seems a little off, Nightshade is unpredictable. Plus, he probably doesn't walk around carrying that thing twenty-four/seven.

"Okay, let's say he is Nightshade. You want us to go after him right now? Maybe it's best to just keep looking around until we have a better idea of..."

"But we can't just let him go!" Twilight says cutting her off. "If it is Nightshade he can gather up all the magic in the city in no time between his teleportation and super speed. If we find him, we might be able to get our own magic back. Isn't that what you want?"

"Well yeah, I guess." It's not that she's scared to face Nightshade, okay maybe a little. But she'd just rather be prepared is all. Ugh! When did she start being the cautious one?

"Besides, it might not even be Nightshade. It might just be a random person who can come up with a way to track magic and keep its energy contained in a safe manner. A person who must already have an understanding of the capabilities of integrating magic with science! A genius! A person I must meet!"

Is she just hoping to find a person she can bounce her nerd ideas off of? Twilight notices the look on Sunset's face and blushes a bit. "You know, if he isn't Nightshade and all."

Well, she definitely doesn't want just anyone with that magic. And Twi id bring up some good points. "All right, but how are we gonna find him if we can't track that wisp?"

"I got his scent!"

The girls look over to the tree the person was previously hiding behind to find Spike their now. He's sniffing around, getting the scent of the person. Of course, if they can't track the magic, we'll just track the person who stole it! "You got his scent, good boy Spike!" His owner says proudly.

The sniffs a little more to make sure he's got the scent. "Huh, smells like old fabric, dust, and soda." Not sure if they needed to know that, but okay. "Come on, this way!" With the little guy taking the lead this time, the three make their way to find their magic thief.

It was a long walk, but they finally make it their destination. An old beat-up music store called Music Kingdom. This is not what they expected. But then again, what were they expecting? "You sure this is the place Spike?" Sunset asks staring at the shabby store.

"Positive. The scent leads right here."

"If Spike says this is the place, then this must be the place." Twilight says.

Sunset pulls out her phone. "Alright, I'll text the others. If this is Nightshade's place, then we should all be here. Just in case."

"Yeah, okay." Twilight walks up to the windows and tries her best to look through the cracked, dusty windows. With little success believe it or not.

"You really think it's Nightshade in there?" The dog asks his owner.

"I don't know Spike. But I intend to find out."

Thirty minutes pass and almost all the remaining Rainbooms assemble in front of the store. Everyone except Rainbow Dash. "Where in tarnation is Rainbow? We've been sittin' here for near 'bout ten minutes!" Applejack rants.

"I'm sure she's on her way." Fluttershy says, trying to defend her oldest friend.

"Here she comes now!" Pinkie exclaims, seeing their rainbow-haired friend running towards them.

Rainbow comes to a stop once reaching her destination, and instantly goes into explanation mode. "Sorry, I'm late. Soccer practice ran a little long and I didn't see your text until I was finished."

"How do you already have soccer practice?" Sunset asks. "School just started yesterday."

"I didn't say I was practicing with a team." Sunset playfully shakes her head as Rainbow walks up to the store doors. "So, this is Nightshade's evil lair huh."

"We don't know that for sure." Twilight says. "But there is a person in there with Equestrian magic. We need to get in there. Make sure it's not in the wrong hands."

"And put it in our hands, I reckon." Applejack says, raising an eyebrow.

"Yes." Twilight answers without a second thought. "It's safer with us and we all know it."

Yeah, that's technically true, somewhat.

"Then what are we waiting for?!" Rainbow says, a bit over eager. "Let's bust down this door and get that magic!" But before Rainbow's foot can connect with the door, Applejack simply pushes the door open. Leaving her on the receiving end of Applejack's signature "Really Rainbow Dash" look. "Or you can just, open the door. Heh-heh." Sure, if you want to do it the boring way.

The girls and Spike all step into the building, and all start to regret it just a little. Or in Rarity's case, a lot. "Ugh. How could any person possibly stay in this dust infested place?" The place is old, dark, and dusty. Filled with only the most outdated music products.

Fluttershy flips the light switch on and the lights, eventually, flicker on. Though, the place looked better with the lights off. They still all look around the place though.

"What's with all this old-school junk." Rainbow says. "I mean, who even listens to mixtapes anymore?"

Applejack picks up and old base and gives it a simple strum. Which is all it takes for one of its strings to snap. Just barely missing hitting the cowgirl's face.

"Stop messing around." Sunset says. "We need to find the guy that took the wisp. And before that, we should come up with a plan in case we do face Nightshade!"

DING!

Was that a bell?! Spike and six of the Rainbooms face the counter and find the seventh Rainboom, Pinkie, with her hand on a service bell. She didn't mean to ring it. She was just leaning on the counter and the bell was just at the wrong place. "Um, heh-he, well the sign does say, 'ring for service'."

"Pinkie!" The rest yell in unison.

"Customers?!" Uh-oh. That must be the store owner and/or magic thief and/or Nightshade. "I don't ever get customers!" The person yelling runs out of the backroom and is struggling to get is arm through the sleeve of his oversized jacket. He runs behind the counter, but unfortunately for him, he also trips over his own foot and lands on the rolling chair behind the counter. To add injury to insult, the chair rolls with him on it, lying on his gut, until his head makes contact with the wall. His groans of agony now fill the room.

The girls aren't entirely sure what just happened, but if that guy is Nightshade, he definitely seemed more threatening with the cloak and staff. And without the cartoonish slapstick. The guy manages to pull himself up, using the counter as leverage, and rubs his head in order to soothe the pain. "Ohhhhh. Welcome to the Magic Kingdom, I guess. How may I help YOU SEVEN!"

The girls all jump back at the boy's sudden outburst with those last two word. Does he know them, or is he just really surprised at how many there are of them that actually stepped foot in this place.

"Oh, uh, wow, uh, you're all, uh here. In my store. All seven of you." The boy barely manages to pull a sentence together. Looking at them all seems to make him really nervous. Or really suspicious.

"Hey, haven't I seen you before?" Twilight asks the poor boy.

"Uhhhh..." Pull yourself together man. Just answer the question without doing that thing you do where you say something dumb. "Yeah. I met you yesterday on my way to school. You're the girl who fell flat on her face in front of me."

Moron!

Twilight's cheeks change shades. "Uh, yeah. That is what happened." She begrudgingly admits. "You said your name's Rain, right?"

"Yeah, that's right. And I don't think I got your name Twilight."

...!

Seriously dude, just stop talking.

"Wait then, how do you know my name?"

Realizing the mistake he made, Rain decides to rethink his approach. "I need to head to the backroom." Or I guess make a tactical retreat. "Please excuse me and don't follow me." He rushes to the door leading to the back and can't get behind it fast enough.

As soon as the door closes, the girls and Spike all look to one another. Still unsure as to what the heck just happened.

In the backroom Rain tries his best to calm himself down. "Okay, okay, calm down Rain. Just calm down." His best better be pretty good. "Come on man get it together. You wanted to meet them. Just not all at once. Dah, seriously! Why are they here?!" The boy looks to his desk and sees the canister containing the wisp of magic. "Riiiiiight. But how'd they track it. This thing should have kept its energy signature concealed. Oh, don't tell me it's malfunctioning. Again!" He thinks for a minute and then tries to stay positive. "Hmm, well maybe there here to actually buy some music stuff." Then he remembers where he's at. "Who am I kidding, this place is a dump!"

The boy shakes his head and focuses up. "Never mind that now. All you can do now is speed up the plan a little. See if you can befriend these girls, learn all you can about their magic, possibly learn magic in the process." He takes a deep breath and slaps his cheeks with his palms to ready himself. "And don't say anything dumb, don't do anything weird, and don't do that thing you do where you get a little too excited."

Back to the others in the store, they begin to discuss. "You know that guy Twilight?" Sunset asks.

"Well not really." She replies. "I met him on the way to school yesterday, and that was pretty much it." Though he didn't seem to act quite like that at the time.

"Gotta say, definitely didn't get super villain vibes from that guy." Rainbow Says.

"He did seem a tad, um socially awkward." Rarity says, putting it gently.

"Whatever the case is that guy has the wisp of magic." Twilight says. "He probably has it in his backroom somewhere. We need to get in there and find it."

"Twi's right." Sunset says. "You all figure out a way to keep him distracted, while Twilight and I sneak into the back and get that wisp."

The others nod their heads and then Applejack asks a question. "Alright, but keep him distracted how?"

Before they had a chance to discuss further, the door opens and Rain walk through, doing his best to stay calm and focused. He walks back behind the counter and sits on his chair. As if he actually expects to make a sale on something. "I'm sorry about earlier. Now How may I help you?"

Spike looks around and sees an old cassette player. "Uh hey, what's the story behind this old thing."

Rain looks to the asker of the question and can't help but feel it coming. He can just feel it bubbling to the surface. He tries to stay calm and focused, but he just can't take it any longer. "Oh My Gosh A Talking Dog!!" He clicks his pen, pulls out a notepad and leaps clean over the counter. Rushing past the Rainbooms and straight to the wonder that is Spike. "Speak talking dog!"

He is weirdly close to Spike's face. "Um uh, my name is Spike."

"Speak Spike! How can you talk?! Is it magic?! Did Twilight experiment on you?! Are you actually a being from an alternate world?! Or are you just some kind of hyper rare dog that can talk?!!"

"Oh. Well uh, where should I start?" The dog asks, taking a few steps back.

"At the beginning. From whenever you became able to speak our language. Don't leave out any details. No matter how long!"

Well, who was Spike to turn down the chance to enlighten the boy with his origins. "Alright, let me start at the beginning."

Once again, the girls can't quite understand what just happened. "Well there's your distraction." Rainbow whispers to Twilight and Sunset. "Get going."

"Oh right." Both Twilight and Sunset say. They ease their way to the door to the back and slip through undetected.

What luck. The distraction basically came up with itself. But whether it's just a distraction or not, Spike is going to enjoy what he's about to do. "You see it all started when me and Twilight came to Canterlot high for the Friendship Games."

Author's Note

Another chapter done. The girls finally all meet Rain, but he probably didn't make the best first impression. Hopefully things will go smoother in the next chapter.

They won't

Until next time. Please like and comment on what you think about this chapter.

Magic Overload

A new day has come to Canterlot City, the sun shimmering off the gleaming spires, casting a rainbow of light across the quad on this beautiful Saturday morning. And Rainbow Dash, is ecstatic to have her magical powers again. And the best way for her to celebrate, is a early morning super speed run.

"Aw yeah!" Rainbow Dash exclaims, pumping her fist in the air. "Oh how I missed this."

She takes her running stance, muscles tensing in anticipation. "Aaaannnd Go!" Rainbow Dash shouts, then bolts forward, leaving a trail of colors in her wake. The wind rushes by so fast, it feels like it's trying to rip the very fabric of her clothes away. Her heart races with excitement as she weaves through the early morning traffic, but something feels... off. Her speed seems uncontrollable, surging beyond her usual limits.

"Uh, maybe I should slow down a bit," Rainbow Dash murmurs to herself, feeling the world around her blur into a smear of colors. But her body refuses to listen, the power coursing through her veins like an untamed river. She tries to navigate the crowded streets, but the people and cars are nothing but indistinct blobs. Fear creeps into her thoughts as she zooms past, unable to stop herself from breaking the sound barrier.

"Whoa!" she yelps as she narrowly misses a streetlamp, her hair whipping around her face like a tornado. She uses all her strength to force herself to slow down, her eyes squeezed shut tight as she grits her teeth. Rainbow Dash finally comes to a screeching halt, her legs wobbling like a newborn foal's. She opens her eyes to find herself in the middle of a quiet residential neighborhood, panting heavily.

Her heart sinks as she looks around, realizing the potential damage she could have caused. "What in the world is going on with me?" she asks herself, bewildered. "I've got to tell the others about this."

But as she takes a deep breath to calm herself, Rainbow Dash looks around and realizes she's not in the bustling city center anymore. The buildings have given way to open fields and the distant sound of birds chirping fills the air. She's run out into the middle of nowhere, the sprawling city of Canterlot nothing but a memory in her wake. Panic sets in as she tries to remember the last landmark she passed.

Her eyes scan the horizon, searching for anything familiar. "Uh," she murmurs, "Where am I?"

Meanwhile, Rarity is up with the birds, her magical geode glinting in the early morning light as she goes through her morning routine.

Her bathroom door opens and she steps in, only to be met by an unexpected obstacle. A crystal shield, a dazzling array of color and light, has manifested in front of her shower. She stops dead in her tracks, staring at the sudden barricade. "What in Equestria?" she whispers to herself, her hand rising to touch the cool, solid surface. It's not until she feels the familiar tingle of her own magic that she realizes it's her own doing.

Her eyes widen with surprise as she looks at her hand, then back at the shield. "But how?" she wonders aloud. "I didn't even mean to..." Rarity takes a step back, her mind racing. She's made plenty of crystal shields before, but this is different. The shield is much larger than any she's ever made before, and she didn't even consciously use her magic.

Rarity takes a step back, contemplating the situation. "Well, I suppose I'd better figure out how to get rid of it," she murmurs, tapping her chin thoughtfully.

With a determined look, she focuses her will. The crystal shield wobbles slightly, then with a gentle push of her magic, it shatters into a rain of sparkling dust. "Phew," she sighs, "That was certainly an unexpected surprise."

But as she takes a step forward to the shower, another shield materializes in front of her, catching her off guard. "Oof!" she exclaims as she runs into it, the impact sending her reeling backward. She lands on her rump with a thud, her eyes blinking rapidly in shock. "What?!"

Her bathroom walls begin to creak and groan, and she glances around to see crystals sprouting from every surface like a botanical invasion. The floor cracks as they form under her feet, the ceiling threatening to collapse under their weight. "Oh dear," Rarity gasps, "I've got to get this under control!"

Panic laces her voice as she scoots backward on her hands and knees, her eyes darting around the room as crystals erupt from the tiles like geysers. They shoot upwards, forming intricate patterns that fill the space with a kaleidoscope of light. The mirror reflects a dozen copies of Rarity, each more bewildered than the last.

Her heart racing, Rarity scrambles to her feet and rushes out of the bathroom, her geode necklace pulsating with energy. She grabs her phone from the bedside table, her thumb hovering over the screen to call for help. But as soon as she touches it, the device begins to shake violently, the plastic casing cracking open to reveal the circuitry beneath. The screen flickers once before it, too, transforms into a sheet of crystal.

"Oh no!" she cries out, dropping the lifeless phone as it shatters into glittering shards. The crystallization spreads like wildfire, engulfing her bed, the curtains, and the furniture. She stumbles back, her hand over her mouth, watching in horror as the room is slowly consumed by her uncontrolled magic.

The floor quivers beneath her, and she hears the distant sound of alarms blaring. Her thoughts are a whirlwind of confusion and fear as she realizes she's going to need her friends' help to get a handle on this. "Fluttershy! Applejack! Sunset! Anybody!" she calls out, her voice echoing through the crystallized chaos. I don't think they can hear her tough.

And then, as suddenly as it began, the crystals retreat. The walls, floor, and ceiling of her room return to their normal state, leaving Rarity standing in the middle of the once-again serene space, her heart pounding in her chest. She looks down at her trembling hands, the magical geode now lying dormant against her neck. The room is eerily silent, as if the magic had never been there at all.

Just as she starts to catch her breath, she hears the sound of running footsteps, followed by the frantic voice of her little sister. "Rarity! Rarity, are you okay?" Sweetie Belle bursts into the room, her eyes wide with worry. She's wearing her pajamas, her hair sticking out in every direction from sleep. "I heard you scream!"

Rarity, still trying to process what just happened, looks up to see Sweetie Belle, her eyes filled with relief at the sight of her sister safe and sound. "Oh, Sweetie Belle," she says, her voice shaking. "I'm fine. Just had a... a little magic mishap."

Sweetie Belle stares at the room, her gaze darting around as if searching for the source of the trouble. "A little one?" she asks, raising an eyebrow. "It sounded like you were fighting a dragon in here!"

Rarity chuckles nervously, her cheeks flushing a light shade of pink. "Well, it certainly felt like it," she admits. "But it seems to have stopped."

Sweetie Belle approaches her sister cautiously, looking her over as if to make sure she's not hurt. "What was it?" she asks. "Your magic, I mean. It's never done that before, has it?"

Rarity shakes her head, her eyes glazed over with thought. "No, it hasn't," she says slowly. "And I have no idea why it's happening now."

The two of them stand in the quiet room, the gravity of the situation settling over them like a heavy blanket. Rarity wraps her arms around Sweetie Belle, feeling the warmth of her sister's embrace. "Thank you for coming to check on me," she murmurs. "But I think I need to talk to the others about this."

Sweetie Belle nods solemnly, her eyes reflecting her concern. "Yeah, maybe you should," she agrees. "But, uh, maybe you should get dressed first?"

Rarity looks down, realizing she's still in her pajamas. With a laugh that's part relief and part embarrassment, she says, "Right. Good point."

At SweetApple Acres, Applejack is already up and handling her early morning chores, her muscles flexing with ease as she lifts a heavy crate of apples. Her magical geode, usually a comforting presence, feels unusually warm against her skin. Suddenly, she feels a surge of power coursing through her body, and the crate she's holding is crushed into apple sauce under her grip.

"Whoa!" Applejack exclaims, her eyes going wide. The apples squish and ooze between her fingers, and she stumbles back, surprised by her own strength.

Her family, who are used to Applejack's usual display of might, exchange concerned glances. "Are you okay, sis?" Apple Bloom asks, her voice laced with worry.

Applejack nods, though she's not quite sure herself. "I'm fine," she says, trying to keep her voice steady. But as she sets the ruined crate down, she notices that the floorboards have cracked beneath her feet. She looks up to see the concerned faces of her family staring back at her.

"Just need to get used to this again," Applejack mumbles, her mind racing. She tries lift another crate, but the moment she grips it, the wood cracks and splinters under her fingers. The apples spill out, rolling and bouncing across the ground. Her siblings gasps, and she quickly releases her hold, watching the crate collapse into a pile of kindling.

Her cheeks burn with a mix of embarrassment and fear. "Heh, rotten ol' crate," Applejack jokes, trying to lighten the mood. But the tremble in her voice gives her away. Her siblings, Apple Bloom and Big McIntosh, stare at her with wide eyes, the gravity of the situation setting in. "I... I'll just go clean myself up," she says, turning away.

But as she pulls on the doorknob to the house, she feels another surge of power, and the door is torn clean off its hinges. "Whoa!" Applejack yelps, barely catching the door before it hits the wall. She looks down at her hand, her knuckles white from the exertion. "This isn't good," she murmurs, her voice heavy with concern.

"Nope." Big Mac says, his one-word sentence speaking volumes.

Applejack sighs, setting the door aside with a gentle thud. She runs a hand through her hair, her brow furrowed in thought. "I'm sure Rainbow Dash is just overusin' her magic again," she tells herself, trying to downplay the situation.

While it is reasonable to assume Rainbow Dash is enjoying the heck out of having her magic once again, Applejack can't help but feel like this time is different.

"I better go check on the others," Applejack says, her voice trembling slightly. "Just to make sure."

With a nod to her siblings, she takes off at a run, her sneakers thumping against the ground. But with every step she takes, the earth trembles beneath her, the vibrations growing stronger with each stride. The apples in the orchard around her bob and weave in response, and she can feel the earth protesting her newfound might.

"A-A-p-pp-lej-j-jack-k-k," Apple Bloom stammers, her eyes glued to the trembling ground.

Applejack stops in her tracks, her heart racing. She looks around to find wreckage and fallen apples scattered everywhere. The tremors have escalated, the very earth groaning with each step she takes. She's always been strong, but this is something else entirely.

Her thoughts swirl with confusion and a creeping sense of alarm. "M-Maybe I should walk slowly instead, " Applejack murmurs to herself, taking tentative steps.

Gee, you think.

Big Mac nods sternly, "Eyup."

Later that day, Rain is walking home, well to his outdated music store. He decided to go for a walk, and is feeling pretty good. Yesterday was actually better than he originally thought things would go the first time he'd meet the Rainbooms. And now that he's actually met them, he doesn't have to spy on them anymore. Okay, he probably shouldn't have done that in the first place.

He can't keep doing things the way he did before. Nothing would make him happier than to meet up with them and study every little thing about their magic. Not in a creepy way, honest. But this time, he's going to focus on the friendship part of the magic of friendship.

True, friendship has never been easy for him in the past, but hopefully. things will be different this time. Having helped them with the magic problem was a good start, but he can't get ahead of himself. He has to do this right. And the best way to do anything, is by reading a book on it and doing exactly what the book says.

In the book he read, Making Friends 101: Vol. 2, the next step is to be open to new experiences and pursue common interests. Okay, he can do that. He just has to stay calm, not act wierd around them, and don't do that thing he does where he...

"Hi Rain."

...completely freaks out. Which is exactly what he did when he heard a voice call his name. Bringing him out of thoughts and startling him. He turns to the owner of the voice and finds Twilight Sparkle standing there. Why's she here, and why before he planned his strategy for talking with her. No time like the present I guess.

He shakes away his previous thoughts and finally responds to Twilight's greeting. "Oh, uh Twilight. I wasn't expecting to see you again. I-I mean n-not this soon and all." Way to go Rain. You didn't seem nervous at all. "So, how's your magic treating yah? No problems I hope."

"Nope, still as magical as ever," Twilight replies with a smile. " Actually I was hoping I could come with you to your store."

"I take it it's not to check out the latest music trends," Rain wittingly remarks.

"I was hoping, if it's okay with you, to check out the wisps of magic you've got stored away," She says with a sheepish smile. "I'd like to know exactly how they work."

"I can respect that," he says. After all, researching magic is his favorite pastime. "But are you sure about this. I'm not sure Sunset would like that idea." His plan was to try to smooth things over with Sunset first and then get to know them. This really threw him for a loop. "Also, the store is kind of a dump," He says trying to use humor to cover up how nervous he is.

"Don't worry about Sunset," Twilight says. "She's just been a bit protective of us. Especially after... recent events."

She means the Nightshade incident and how they lost their magic. "Oh, I see." After all that, it makes sense that Sunset would try her best to keep her friends away from anyone who comes off as suspicious. And he seems to fall into that category.

"She'll come around," Twilight says with confidence. "She's just under a bit of pressure right now. But hey, I'm sure helping us get our magic back was a good start."

Rain flashes her a playful smirk. "Oh I see. Your saying I can be friends with you all as long as I keep doing you favors," he says, his voice dripping with attitude.

"What, no of course not," the glasses wearer says with a slight giggle.

"Right, so you're not just coming with me to check out my collection of magic wisps."

She knows he's just teasing her, but she can't deny the bit of truth in his words. "Pssh, what. Um, n-no of course not." Well she can't deny it well anyway.

"Of course not," Rain echoes. The two share a small laugh as they continue on their way to the Magic Kingdom.

Once they arrived, Rain held the door open for her, letting her enter. Okay, so things aren't going quite as he planned, but when have they ever. And this time, things are going great. Like he could actually form a real friendship with her. Maybe, things won't be as bad as he thought.

"There you are Rain!"

Or maybe they'll be worse.

From within his store, stands someone that came as a surprise to both Rain and Twilight. The fiery haired former-unicorn herself, Sunset Shimmer. How'd she get hear before them? More importantly, why is she here?

"Sunset," Twilight says in shock. "W-Why are you here?"

Sunset approaches Rain with a look that could frighten the fiercest lion. "I need to talk to him about..."

But before she can finish her sentence, a great deal of pain hit her head like a ton of bricks. She clutches her head and drops to her knees. The pain being unbearable.

"Twilight, stop thinking so hard!" Sunset shouts through gritted teeth, her eyes squeezed shut as she holds her head in her hands. The pain is unbearable, a cacophony of thoughts and emotions bombarding her mind. It's like listening to five different radio stations at full volume.

Twilight's eyes widen in shock. "What's happening to you?" she asks, rushing over to Sunset's side.

Rain, equally confused, watches as his newfound friend collapses to the floor. "Is she okay?" he asks, his voice filled with concern.

Sunset takes a deep breath, trying to calm the storm in her mind. "It's the geodes," she manages to say. "My magic... it's going crazy."

"Your magic is what?" Twilight asks, her eyes wide with worry as she helps Sunset to her feet.

As soon as Sunset's hand makes contact with Twilight's arm, her eyes glow and she can feel her magic supercharging.

Without any warning, her magic performs an act unlike anything it's done before. A magical overlay engulfs the room, and spectral images of Twilight's memories begin to play out in the air!

From the moment she got out of bed to just a few minutes ago. Every moment of Twilight's day is now playing out in front of her and Rain's eyes. Rain, instead of freaking out like a normal person, gets really excited. "Whoa, this is so cool!" He says, looking around the room in awe. "I've never seen anything like this before!"

"What even is this?!" Twilight cries out, her eyes darting around the room as the memories play out in a dizzying array of colors and images.

Rain, still in awe, tries to explain, "It's... it's your memories, Twilight!" He points at the spectral images floating around them. "Sunset's geode must be... I don't know, amplifying her ability to read emotions or something! This is amazing!"

"A-amazing?!" Twilight stammers, her voice echoing in the space as the memories continue to swirl. "This is terrifying!"

Rain's excitement doesn't waver. "Think about it, Twilight," he says, trying to keep his voice calm amidst the chaos. "This could be a breakthrough in understanding how your friendship magic works!" He jots down notes in his ever-present notebook, trying to keep track of the myriad moments playing out before them.

"I guess. But..." Twilight's voice trails off as she catches a glimpse of a particularly private memory about to float into Rain's view. It's the moment she was getting ready to take a shower that morning! Breakthrough or no breakthrough, some things were meant to be kept private!

She jerks her arm away from Sunset with surprising speed, breaking the connection and halting the onslaught of images. The room snaps back into focus, the memories dissipating into the ether like a forgotten melody. Twilight's cheeks are a deep shade of crimson, and she's holding her hand to her chest as if to shield herself from further intrusion.

Rain, on the other hand, is left utterly perplexed by the sudden disappearance of the images. He looks around the room, his eyes searching for any trace of the magic that had just been present.

"Aw man, I barely got a chance to analyze anything," Rain says, his voice filled with genuine disappointment. He snaps his notebook shut, tucking it away into his oversized jacket.

"How about we just focus on Sunset's condition right now," Twilight suggests, her cheeks still aflame. "Why is your magic going haywire?"

Sunset looks up at Rain, her eyes narrowed in accusation. "Why don't we ask him?" She says, her voice sharp as a tack. "It all started after you recharged our magic in that chamber of yours, Rain."

Rain's face falls, his excitement replaced with worry. "What? That's not possible," he stammers. "The chamber is designed to safely recharge your geodes, not mess with your magic!"

Twilight nods in agreement, though her mind is racing. "Sunset, I helped repair the chamber myself."

"You were the first one to have your magic recharged Twilight," Rain says, his voice now filled with concern rather than excitement. "Is your magic okay?"

Twilight holds up her hand and concentrates, calling upon her telekinesis. To her relief, a book on the shelf nearby floats into her grip without a hitch. "My magic seems fine," she says, her voice a mix of relief and confusion.

"Maybe it's just Sunset," Rain suggests, rubbing the back of his neck nervously. Way to stay positive.

"I'm afraid not," Rarity says as she sashays into the room, her eyes wide with excitement. "My magic has been acting quite peculiar as well, darling. Crystals have been popping up everywhere."

"What do you..." Twilight's words are cut off as she tries to take a step closer to Rarity, only to find her path blocked by a sudden crystalline barrier.

"Oh my," Rarity says, her voice tinged with a mix of surprise and apology. "I'm so sorry, Twilight. I didn't mean to..."

"It's okay," Twilight says, holding up her hand to stop Rarity's explanation. "I just can't believe this is happening to you too."

"Maybe it's just Sunset and Rarity," Rain suggests, his voice betraying his hope that this isn't something more serious. But before he can say more, the door to the store flies open with a bang.

"Oh, it's not just y'all," Applejack says, her Southern drawl thick with frustration as she marches in, a trail of dust following her. "My magic's been goin' haywire too!"

Rain's eyes widen as he sees the destruction outside the store. "What happened?" He asks, the weight of his earlier joke now feeling like a lead balloon.

Applejack sighs heavily, her strong arms crossed over her chest. "It's like I can't control it anymore," she says, her Southern drawl laden with exasperation. "I was just trying to store some apples in the barn, and my strength went all wonky. Before I knew it, all the apples were mush."

The room falls silent as the gravity of the situation sets in. Rain's mind races, trying to piece together the puzzle of their unpredictable magic. Twilight's eyes dart around, her thoughts a whirlwind of questions and theories. Sunset, still clutching her head, looks up at Rain with a glare that could cut through steel.

"Why don't we take this to the back?" Twilight suggests, her voice steady despite the chaos around them. "We can examine the chamber and see if there's anything wrong with it."

Rain nods, eager to fix the problem and get to the bottom of this. "Great idea, Twilight." He leads the way, his mind racing with the implications of their unstable powers.

Once inside, Twilight quickly assesses the chamber, her eyes scanning the crystals and glowing tubes that make up its structure. "Everything looks fine," she says, her brow furrowed in concentration. "But I can feel something... off."

Applejack, who had been quietly observing, speaks up. "Maybe it's not the chamber, but the geodes themselves. This wouldn't be the first time they've been actin' weird." She holds up her hand, showing the magical stone embedded in her necklace, which flickers erratically.

"Could be," Rain says, his eyes still glued to the chamber. "But why isn't Twilight's magic going haywire too?"

Sunset slowly rises to her feet, the pain in her head subsiding slightly. "Maybe it's because she was there when recharging her own magic," she suggests, rubbing her forehead. "While the rest of us only had you to operate the machine, Rain."

Rain's eyes widen at the implication. "What are you saying, Sunset? That I did this on purpose?" He asks, his voice defensive.

Twilight holds up her hand to stop the argument before it can begin. "Let's not jump to conclusions," she says firmly. "We need to figure out what's happening with our magic first."

Twilight pulls out her magic tracker. "Let's do a scan on the geodes," she suggests, her voice calm and logical. "It might tell us if there's something affecting them."

Sunset nods, her suspicion of Rain momentarily put aside in favor of finding a solution. "Good idea, Twilight," she says, holding out her hand with the magical geode embedded in her necklace.

Twilight takes the device in her hand and points it at Sunset's geode. The tracker beeps and lights up, revealing a complex pattern of energy swirling around the stone. "Well, it's definitely reacting to something," she says, her eyes scanning the readout. "Are you feeling the surge of magic right now?"

Sunset slightly shakes her head. "Not right now, but it seems to come and go."

Rain watches with bated breath as Twilight continues her examination. "So if you're magic comes from your geodes, why don't you just take 'em off?" He asks, trying to keep the tremor out of his voice.

"It's not that simple, Rain," Sunset says, her voice tight with frustration. "Our geodes are connected to us. We can still access their power even if we're not wearing them, as long as we're close to them."

"And with their magical powers amplified, it stands to reason that the geodes' radius of influence has also been expanded," Twilight says, her voice taking on a scholarly tone as she waves the magic tracker over the geode.

The device beeps even more erratically than before, the lights flashing in a pattern that seems almost... alarming. "Oh-no," Twilight murmurs, her eyes widening as she watches the energy levels on the magic tracker spike. The geode in Sunset's necklace seems to pulse in time with the beeps, the light growing brighter with each passing second.

"What is it?" Sunset asks, her eyes darting to the magic tracker in Twilight's hand. The device's erratic beeping is like a siren in the small room, echoing their growing anxiety.

"You know how the more we use our magic, the more powerful the magic of our geodes gets?" Twilight says, her voice shaking slightly. "Since now that you can't stop using your magic, it's like... it's like the geodes are overcharging."

Rain's expression turns to one of horror as the realization dawns on him. "You mean, the more powerful their magic gets, the more they can't stop using it. A the more they can't stop using their magic, the more powerful it gets!"

"Exactly," Twilight confirms, her voice tinged with urgency. "It's a feedback loop, and if we don't find a way to break it, the geodes could..." She pauses, searching for the right term.

Rarity gasps, her eyes wide with horror. She knowsthiscan'tbegood. "Could what, Darling?"

"Well," Twilight says, her voice grim. "If we don't find a way to stop this, our geodes could overload, endlessly filling your bodies with magical energy, until..."

Sunset finishes her sentence, "Until we explode from the magic overcharge," her voice a grim echo in the tense silence.

Rain's face pales. "That's... That's not possible!" He protests, though his voice betrays his fear. "The chamber is supposed to recharge your magic, not turn you into a walking bomb!"

Applejack steps forward, placing a firm hand on Rain's shoulder. "Calm down, Rain," she says, her voice gentle but firm. "We ain't gonna solve nothin' by panickin'."

Rain winces as Applejack's grip tightens slightly, the unintended force from her enhanced strength making him wince. "Applejack," he says, trying to keep the pain out of his voice.

"Oh, sorry, Rain," Applejack says, her eyes wide with horror as she realizes what she's done. She quickly releases her hold, her cheeks flushing with embarrassment.

"What Applejack means," Rarity says, stepping in smoothly, "is that we must remain composed and address this situation with a clear head. Panic will only exacerbate the problem."

"How can I possibly stay calm right now?" Rain exclaims, his voice a mix of panic and frustration. "You're going to blow up, and it's all because of me!" Rain says, looking at each of the Rainbooms in turn, his eyes wide with horror. "And I know I'm new to friendship and all. But I'm pretty sure you're not supposed to blow up your friends!"

Yeah, that is kinda a red flag.

Twilight's expression softens as she steps closer to Rain. "Rain..."

But before she can say another word, Rain's eyes squeeze shut and he screams, the sound piercing the tense silence of the room. It's a primal, desperate wail that seems to echo the fear and confusion in his soul. The Rainbooms jump back, startled by the sudden outburst.

As Rain's scream subsides, the room seems to still, as if the very air is holding its breath. The echo of his cry lingers, bouncing off the walls of the small, cluttered store. He opens his eyes, breathing heavily, looking at the concerned faces around him.

"Crying time's over," Rain says, his voice a mix of determination and fear. "Now, it's time for solutions."

Oh, okay then.

Twilight, Sunset, Applejack, and Rarity exchange glances, surprised by Rain's sudden shift in demeanor. The scream seemed to have shaken something loose in him, replacing his earlier panic with a stark resolve.

"Well," Twilight says slowly, her eyes narrowing in thought. "The simplest way to break a feedback loop is to remove the energy source."

Sunset looks at her, understanding dawning. "You want to drain the magic from our geodes?"

Twilight nods, her gaze flicking to the tracker in her hand. "The problem with that plan," she begins, her voice measured, "even if my magic tracker had the capability to drain that much magic at once, which it doesn't anymore, it's clear that your powers are escalating at a rate that would outpace any attempt to drain the geodes."

Applejack's shoulders slump, the weight of the situation heavy on her. "So what do we do, then?"

Rain's eyes light up with a sudden idea. "What if we use the chamber to drain the magic, instead of recharge it?" he suggests, his voice shaking slightly. "Maybe if we alter the settings..."

Twilight's eyes widen as she considers the possibility. "It's risky," she warns. "But it might just work."

Sunset, however, is not so quick to agree. She crosses her arms over her chest, her expression skeptical. "The Chamber is what got us into this mess in the first place," she says firmly. "Are you sure that's such a great idea, Rain?"

Rain bites his lip, thinking hard. "Well, if we can just tweak the settings..."

"We don't even know if that's possible," Sunset points out. "And what if it makes things worse?"

Applejack steps in, her voice calm and steady. "We can't just sit here and do nothin'. We've gotta try somethin'. If the chamber's the only way to drain these geodes, then let's get to work on it."

"Applejack's right, Sunset," Twilight says, her voice steady and reassuring. "We have to do something, and if there's even a chance the chamber can help us, we should at least try." She looks directly into Sunset's eyes. "I'll personally make sure the chamber is safe to use. I promise."

Sunset's expression softens slightly, and she nods. "Alright, Twilight. But be careful."

Twilight nods solemnly. "I will," she promises, turning her attention to the magic tracker in her hand. "First things first, we need to find Pinkie, Fluttershy, and Rainbow Dash. Their magic might be affected too, and we'll need them here to better monitor their geodes."

Sunset nods in agreement, a flicker of concern crossing her features. "Plus, as long as their out there , they could cause untold damage if their powers continue to spiral out of control."

Rarity, ever the coordinator, pulls out her phone with a flick of her wrist. "I'll call them," she says confidently, her thumbs poised over the screen. But as soon as she touches the device, it begins to shimmer with a faint glow. The light intensifies, and the phone suddenly transforms into a block of crystal in her hand. "Oh, not again," she sighs, holding up the glittering artifact.

"I got it," Applejack says, reaching into her pocket for her phone. But as she brings it out, the device squishes under her grip, the screen cracking and the phone crumbling into a pile of plastic and circuits. "Ah, darn it all!" she curses, her face flushing with embarrassment.

Sunset looks at the mess on the floor, then back to Twilight. "Can you call the others?" she asks, her voice tinged with hope.

Twilight's cheeks flush with embarrassment. "Ah, actually, I, uh, left my phone at home," she admits, her eyes darting to the ground. "It was charging, and I just forgot to grab it before I left."

Sunset's eyes widen with a mix of frustration and worry. "Great," she says, her voice tight. "Just what we needed."

Rain's steps forward, a newfound resolve in his stance. "Well then..."

But before he can finish his sentence, there's a loud knock on the door that echoes through the room, making them all jump. The Rainbooms exchange glances, the tension palpable.

"I'll see who's there," Rain says, taking a deep breath and walking towards the door. "Twilight, go ahead and get started on The Chamber."

"Got it," Twilight says, pushing the button to reveal the secret room where The Chamber lies hidden.

Rain walks back into the store, his heart racing as he approaches the door. He takes a deep breath and pulls it open, expecting to find one of his friends. Instead, he's met with a cacophony of snarling, barking, and squawking as a wild assortment of animals fills the doorway. Dogs, cats, birds, you name it, they're all there, their eyes glowing with an eerie light. They're acting erratically, as if under some sort of spell. Rain's eyes widen in shock, his hand frozen on the doorknob.

"Rain, who is it?" Rarity calls from the back room, the sound of her voice cutting through the tension like a knife.

Rain swallows hard, his eyes still wide with shock. "Three cats, four dogs, seven... no, eight birds," he starts to count, his voice shaky. "Two rabbits, five squirrels, a bear, yes, a bear," he adds incredulously, taking a step back as the large animal sniffs the air menacingly. "A raccoon, a skunk, a fox, and... I think I see a deer. You know what, it's just a whole lot of animals," he calls out to the others, his voice barely above a whisper.

Suddenly, a human arm reaches out from within the chaotic sea of fur and feathers, snatching Rain's attention.

"And a human arm," Rain repeats, his voice trembling as he takes in the unexpected sight.

"A human arm?" Twilight's voice echoes through the room, her eyes wide with shock and fear.

"Fluttershy!" The girls shout in unison, their voices filled with relief and concern as they realize their animal-whispering friend is caught in the midst of the chaotic swarm.

Without hesitation, Rain throws his weight against the door, pulling on the arm with all his strength. The animals, driven by some unknown force, resist, their eyes glowing brighter as they growl and snap. Rain's arm strains, his face contorting with effort.

Twilight, hearing the commotion, sprints to Rain's side, her eyes wide with alarm. "Hold on!" she shouts, raising her hand. With a burst of magic, she uses her telekinesis to sweep the crazed animals out of the doorway. They fly into the street outside, their glowing eyes fading as they land in a heap, dazed and disoriented.

With a grunt, Rain pulls Fluttershy inside and the two of them fall to the ground. Fluttershy, breathless and disheveled, tries to sit up. "Oh, Rain, thank you so much," she gasps out, her eyes shining with relief.

But as soon as Rain sees Fluttershy's face, his eyes go wide and his body freezes. He's unable to move, his heart racing in his chest like it's trying to escape. The room seems to tilt, and all he can do is stare at her.

"Rain?" Fluttershy whispers, her voice filled with worry. She reaches a shaky hand out to him, her eyes full of concern. "Are you alright?"

But as soon as her fingers get close to him, Rain flinches away, his body reacting before his brain can catch up.

"What's wrong?" Fluttershy asks, her voice filled with confusion and a hint of hurt.

Rain's face is flushed, and he stammers, trying to find the right words. "T-Twilight, I... I'm going to find Pinkie and Rainbow Dash," he says finally, pushing himself to his feet. He's eager to escape the uncomfortable moment.

As Rain opens the door to the store, the animals that had been waiting outside in a trance, now fueled by the surging magic, reach their, paws, claws, and wings through the the crack of the door. Rain's eyes widen as he realizes his mistake, and with a quick push, he slams the door shut.

"Twilight, I'm going out the back door," Rain yells over his shoulder as he sprints towards the rear exit of The Music Kingdom.

Twilight nods, her gaze flickering between Rain and the door. "Be careful," she calls after him. "And hurry!"

Fluttershy gently brushes off the dirt and feathers clinging to her clothes, still looking at the spot where Rain had been moments ago. She bites her lip, her thoughts racing.

"Fluttershy, are you okay?" Twilight asks, her eyes full of concern. "What's wrong?"

Fluttershy turns to her, a small furrow appearing between her brows. "It's just... it's nothing, Twilight," she murmurs, her voice barely above a whisper.

But Twilight doesn't buy it. She knows her friends, and she can tell when something is bothering them. She opens her mouth to press further, but a sudden crash from the back room snaps her focus back to the task at hand. The Chamber. The magic. The danger. She nods firmly, her expression grim. "We'll talk later, Fluttershy. Right now, we have to deal with this."

Fluttershy nods solemnly, understanding the gravity of the situation. Together, she and Twilight make their way to the back room, where the sound of crackling energy grows louder with every step.

Rain emerges from the back door into the alley, his heart hammering in his chest. He takes a moment to compose himself, leaning against the brick wall and closing his eyes.

Rain sighs heavily as he leans against the cool, rough brick of the alleyway. "Loser," he murmurs to himself. He takes a moment to calm down, to try and convince himself that he can still be helpful.

"Now, how am I gonna..."

Rain's thoughts are interrupted by the sudden appearance of a rainbow streak that zooms past him in the alley, leaving a trail of shimmering light in its wake. Rain's eyes widen as he recognizes the unmistakable form of Rainbow Dash.

"Heeeeelllpppp!!" she shouts, her voice barely audible over the rushing wind.

"Rainbow!" Rain shouts, bolting after the fleeing figure. His legs pump faster and faster. But come on. We can guess how this is gonna go.

Rainbow runs past the mall, Rain in hot pursuit. Rainbow runs past Sweet Snacks Café, Rain... is kinda right behind. Rainbow runs past the library, Rain... is... okay, Rain's a bit more than right behind. In fact, he's still in front of the café, trying to catch his breath.

"This is one of the most stupidest things I've ever attempted," Rain gasps between breaths, leaning heavily with his hands on his knees. "I probably couldn't couldn't catch her without her magic."

But as he looks up, panting and defeated, he catches a glimpse of pink hair bobbing through the crowd. His eyes widen. "Pinkie!"

With a newfound burst of energy, Rain sprints after her, weaving through the pedestrians. He sees her walk into Sweet Snacks Café, the little bell jingling as the door swings shut behind her.

"Pinkie!" Rain calls again, approaching the door.

But before he can reach it, the café erupts in a burst of pink light, the force of the explosion knocking him off his feet and sending a cascade of red all over the sidewalk.

Rain's eyes widen with horror as he scrambles to his knees, his heart racing faster than ever before.

"Pinkie!" he screams, his voice hoarse with fear. He thinks the worst, that Pinkie's magic has gone critical and Pinkie has exploded! "Nonononononono," he repeats over and over to himself. "Okay Rain, okay. You can fix this," he pep talks himself. "You can fix this?! Oh, this is bad, this is bad!"

"I know. What a waste of a perfectly good pie!"

Eh?

Rain turns his head to see Pinkie, not in bits and pieces, but sitting right next to him.

"Pinkie!" Rain gasps, his eyes brimming with relief as he takes in the sight of the pinkette unscathed, though slightly disheveled and covered in a dusting of red goo. "You're okay!"

Pinkie looks up at Rain, her eyes wide with disappointment. "Yeah, but look what happened to my pie!" she sniffs, holding up a cherry stained napkin.

Pie?

Pinkie's words break through Rain's panic, and he looks down at her, his brain trying to process the absurdity of the situation. "Pie?" he echoes, his eyes darting back to the café. "You mean this was... a pie?"

"Yeah," Pinkie says, her voice wobbly. "I was trying to decide whether to go with the cherry or the lemon meringue, but I went with the cherry. But when I touched it, it just... kaboom!" She flutters her hands to demonstrate the explosion. "What did you think this was?"

Rain laughs nervously, his hand rising to rub his neck. "Oh, well uh..." He clears his throat. "This may sound weird Pinkie, but I thought you exploded."

Pinkie's expression goes nonchalant as she brushes the pie off her shirt. "Eh, not the first time I've heard that," she says with a shrug, popping a cherry into her mouth.

Choosing to ignore Pinkie's offhand comment, Rain quickly regains his composure and shifts the conversation to the pressing matter at hand.

"Is this the first time something like this has happened today?" Rain asks, his voice still shaking slightly as he helps Pinkie to her feet.

"Well, no," Pinkie admits, her expression turning serious. "I barely been able to eat anything all day," Pinkie says, her stomach growling as if to prove her statement. "Everything just... explodes."

Rain's eyes widen with realization. "So it's happening with you too," he murmurs, his mind racing. "All your magic has started going haywire. And it's only going to get worse."

Pinkie eyes widen, looking genuinely concerned. "Is everyone else okay?"

Rain nods. "So far, but we need to get back to the others. Twilight's gearing up to deal with the Chamber," he says, his voice urgent. "Let's hope, she'll have this figured out."

The tension of the situation is cut by the sound of Pinkie's stomach growling once again. "Can we stop for a snack first?"

"No."

Author's Note

Okay. I finally managed to get this done. I'll try better at updating this story quicker. Let me know what you think of the story so far. I'll take all the feedback you can give.

Canceled for now

Something has gone wrong. We don't seem to have an archived copy of that chapter.

The Boy Who Loves Magic

With Rain distracted, Twilight and Sunset are free to start the search for the wisp of Equestrian magic. Sure, this may qualify as trespassing. Or at the very least, an invasion of privacy. But they can't leave that wisp with him. One, it's possibly dangerous. Two, if that wisp can somehow be used to restore their magic so they can defeat Nightshade, they probably need it more than some guy in an obsolete music store.

They enter the backroom, but Sunset stops to think before going any further. "You think this place has traps?" The former unicorn asks.

"Traps? This place barely has working electricity." Twilight does have a good point, but you can never be too sure. "I highly doubt there are any..." Before the science nerd can finish her sentence, a light fixture falls from the ceiling almost landing directly on her. Fortunately, she's able to avoid getting hit and rush right into Sunset. Holding her in a terrified embrace.

The red head can't help but smirk at her jumpy friend. "That doesn't count." Twilight says. Sunset giggles. "Stop that." But the look on your face was priceless.

"Hopefully no one else heard that."

Well, the other Rainbooms heard the crashing sound, but somehow Rain didn't hear it because he's too interested in Spike's story.

"What in tarnation are those two doin' back there?" Applejack whispers to Rarity.

"Well, fortunately for us, he somehow didn't seem notice." Rarity whispers back.

"Those two better get back here quick." Rainbow quietly says to the others. "I don't know how much longer we, well Spike, can keep him distracted."

After, eventually, releasing Sunset from her grip, Twilight takes the lead on the search. Mostly to make up for that brief moment of cowardice. Though Sunset isn't gonna hold it against her. A light fixture was about the fall on her. Didn't make her reaction any less embarrassing though. "Okay, so look in any possible hiding spot. And let's try to make it quick. Before something else falls on us."

They begin to search the, now a little darker, room but are surprised at what they find inside at first glance. They see a desk with two drawers, a computer on top of it that looks surprisingly advance, and a trash can in the corner. Sunset decides to speak first. "This is kinda underwhelming."

"Yeah. I was expecting something a little more impressive." Twilight disappointingly says. She knows this guy has a device that can contain magic. She was honestly expecting a lab or something back here. Not... whatever this is.

"Well, at least searching won't take long." Sunset says.

"Yeah, that's a good point. Let's get searching."

"Not really much place to search though. It's obviously in one of those drawers." Sunset opens the first drawer and finds a whole bunch of notepads. All of which hasn't been written on yet. Not very helpful. "Okay. Let's see what's inside drawer number two." She tries to open it, but the second drawer has a lock on it. No matter how hard she tries, she can't pull it open. "Dang, it's locked. Must be something he wants to make sure no one finds."

"If I just had my magic, I could easily open the lock." Twilight says. If you had your magic, you probably wouldn't even be here.

"Maybe there's a key around here somewhere." That's wishful thinking. He probably keeps the key on him at all times.

"There's no way the key is just lying around." Twilight says with confidence.

"Found it!"

What! No way! Contrary to what Twilight previously stated, a key is just sitting on the top of the desk, under the computer monitor. "Well, we don't know if that's the right key."

"It's open!"

Oh come on! "Oh... great." The longer she's in here, the less impressed she gets. Don't get her wrong, she loves how easy things are working out for a change. She was just expecting a little better from this guy.

Sunset unlocks the drawer. What she finds inside the second drawer isn't what they're looking for, but something that does catch her interest. The first thing she spots in the drawer is a file with 'Sunset Shimmer' written on the front and a picture of her clipped to the top corner via paper clip. Okay, things just got weird. She picks up the file and opens it. Her eyes go wide as she finds more pictures, documents, and pages torn out of notepads inside. All featuring her. All the pictures are of her either using her magic, and/or being with her friends. Along with a list of details about her. This guy has been stalking her! For who knows how long! "Tw...Twilight!"

Twilight looks to her friend and the expression on her face. "What is it? What's wrong?"

"This guy has a file on me!"

"A what!"

"And not just me. Look!" She reaches further into the drawer and pulls out a file with Twilight's name and picture on it.

Twilight takes the file and looks at all the info he has on her. She can't say she's not unsettled by this.

Sunset pulls out the stack of remaining files and places it on top of the desk. "Look at all this. This guy's been keeping an eye on us, and we didn't even notice!"

Huh, suddenly her first meeting with Rain started making a little more sense. The writing, asking her eye color. He's been gathering info on her and her friends. She looks at all the files in the stack and all the things he's learned on them. Rarity, Applejack, all of them have one. But when they reach the bottom file, it's surprisingly empty. The File on Fluttershy, has absolutely nothing inside of it. No pics, no papers, nothing.

"Huh, There's no information on Fluttershy though." Twilight states. Maybe he just didn't get to her yet.

Sunset notices something at the very bottom of the drawer. "Hey, look at this." She pulls out a small remote control-like device with only on button in the center. She's almost afraid to push it, but her curiosity gets the better of her. She pushes the button, and the two girls hear a sound. A mechanical, whirring sound. The floor starts to vibrate just a little and they notice an opening form in the backwall. The wall begins to split open to reveal a secret area behind it!

Behind the wall is a secret room illuminated with bright blue neon lights. The area contains a very large tube-like capsule with a transparent wall and door. Lights blinking on and off on the top and bottom of it. Sitting beside it is the canister containing the wisp they're looking for. But what's really shocking are the flying colorful wisps flying around next to it. Contained behind glass walls with glowing runes lining the whole thing. Though other than that, the room is pretty much empty.

"Uh, I think we found what we're looking for."

"And with that, I never saw that evil squirrel again." Spike says, ending his tale. "But, believe me, if I ever see that nut muncher, he's gonna wish he never messed with this dog."

Rain not sure what that story had to do with magic, but at this point, he's just enjoying hearing the little guy talk. Plus, his stories are really fun. "Heh-heh. I'm sure he will little guy." He scratches the pup under his chin, much to Spike's pleasure.

Though unlike Rain, the Rainbooms start to grow bored. With the exception of Fluttershy, who's also enjoying the pup's tales. Yet questioning the realism about them. "Ugh, what's taking them so long?" Rainbow groans.

"I hope they're not in any trouble." Rarity whispers to the others.

"Maybe I should sneak back there and check on them." The athlete suggests. "It should be okay. I don't think Spike's gonna run out of stories any time soon." She's pretty sure he made a couple of them up.

"Aw man, My pen's out of ink." Uh-oh! That's not good. The girls direct their attention to Rain, who's getting of his knees now that his pen is empty. "Wait right here. I'll go get another one from the back." Someone, stop him!

Rainbow rushes in front of him with her arms spread out. "No wait! You can use my pen." She starts patting herself down, praying that a pen will somehow magically appear in her pockets. Or that Sunset and Twilight will come out before he realizes that she's stalling. Okay so this plan is pretty flawed. "Uh any of you guys have a pen?" The others start to pat themselves to find a pen, but nothing. Really! You all just came from school, and no one has a pen. Not even a pencil.

"It's no big deal, really. I know I have one in... the... back?" He looks around the store and notices that only five out seven Rainbooms are present. "Where are the other two that were here?" His facial expression takes a full one-eighty, as he speak with a much more serious tone.

Think Rainbow. Think! "They uh, had to go, uh-uh..."

Pinkie comes in with the save. "Sunset had to go feed her pet lizard a super yummy snack she had promised. And Twilight had to go with her because she knows what all the best foods for the little guy are!" Comes in with the save... kinda.

Rainbow nods her head with a nervous laugh. Oh please let this guy believe that. Rain narrows his eyes with a look of disbelief dominating his face. there's no way he's buying this. They are so...

"Oh, okay then."

Lucky! He actually bought that?! The boy turns back towards Spike. and all the girls sigh with relief. Relief that is very short lived. As soon as they feel like they can relax, Rain rushes past them and straight into the backroom.

Pinkie and the other follow behind him in an attempt to either stop him or help their friends if things get rough. "I'm starting to think he didn't really believe me."

Rainbow rolls her eyes. "Really, what gave you that idea?"

Rain knows that Sunset and Twilight are back there. He needs to get them out of there before things get worse. "Hey!" Sunset snaps her head back towards the newly arrived boy. Twilight is too focused on the display in the wall. "What do you two think you're doing back here!" Going for the 'If I yell at them as if I'm an authority figure, they might leave' tactic. "This room is for employee only. You can't just come in here and snoop around", Sunset holds up the file on her to Rain's face, "and I'm gonna shut up now." Welp, any advantage Rain had over the situation is now gone. Aw who's he kidding. He lost all advantage the moment these girls stepped into the building.

The other girls enter the room. "Sorry Sunset." Applejack says as the enter." We couldn't keep him from... What in tarnation!" They all stare with fascination, confusion, and surprise when they notice the secret area their friends had discovered.

"What is all this?" Rainbow asks.

Sunset faces the now really nervous boy. "That's what I'm about to find out." She lays the file down, the other Rainbooms now getting a chance to see what it is, and begins her interrogation. "Who are you?! Why have you been stalking us?! What is that thing and how and why do you have all those wisps of magic?!!"

Okay Rain be cool. Think of some way to get out of this alive. "Well, I, uh, I, uh, I just uh..."

"It's a restoration capsule!" Everyone's attention is now directed to the glasses-wearing teen with the huge smile on her face. "Right?"

Suddenly, all the fear Rain is feeling completely washes away. "Uh yeah, something like that. I call it The Chamber. Mainly because it sounds cool. It's basically a big recharger. That's why I have those wisps. To act as a sort of battery. It converts the wisp into a state of pure energy before flowing that energy into the recipient inside."

This is just what Twilight had planned to get their magic back. And this guy just has one already to go. "Is that glass really able to hold those wisps in there?"

"Not without those shiny rocks you see lining the area. They're special runes capable of containing mystical energies."

"That really works?"

"They do when hooked up to the right equipment. It took a bit of technomancy but yeah it works." His smile is then replaced with a look of disappointment. "Unlike the Chamber."

"It doesn't work?" Twilight says, now with a frown on her face.

"No. Most of the time its circuits explode before the transfer of magic is finished. It just can't seem to contain the magic and safely convert it into energy."

"Huh, I had a similar problem with the first version of my magic tracker." She says pulling out the newer model. "It could absorb magic, but it had trouble keeping it contained. Maybe if you..."

"I'm sorry, did you just say magic tracker." He stares at the pendant-shaped device with much excitement. "As in you can actually find magic with this thing!"

"Yeah I... wait I thought you had one too. How'd you find all those wisps?"

"I had to wait 'til it was dark outside and spent all night chasing down any glowy thing in the city. I was basically a kid trying to catch fireflies in a jar."

The two share a laugh. They're both fascinated with what the other has been able to come up with. Their entire conversation, it's as if no other people exist.

"Twilight!!" Oh right. The other people. Sunset's call is finally able to reach Twilight's ears. How many times did she have to yell her name before the nerd realized it?

Twilight blushes a bit as she remembers the whole ordeal of coming here. "Oh um, excuse me for a minute." She walks back into the previous room to her friends. "Sorry, guess I got a little excited." Yeah, maybe just a little.

Sunset rolls her eyes before confronting the boy herself. "I want a full explanation of why you've been spying on us. And it better be the truth."

"I prefer the term researching."

Sunset Shimmer uses death glare.

It's very effective.

"And that's not helpful, is it?"

"Start talking. Right now."

The boy dips his head low. "Fine." He whispers. "The truth is..." He clenches his fists, now looking as if he's about to attack. He takes a deep breath. "I Think You Girls Are Just The Coolest Ever!!"

"UH, huh?" The boy's face is now just inches away from hers. His eyes now sparkling, and his smile is from ear to ear. Is this how Spike felt?

"You all can do magic when no one else can it's just so incredible your magic is so unique I've never even heard of anything else like it I had to figure out how it works cause that's what I do so I started studying your magical abilities once I found out your magic is powered by friendship I had to make further investigations so I started watching you hang out together to see how your magic reacts to you all being together and having fun and being friends and..."

"Okay stop! Just Stop!" Sunset pushes him away and attempts to make sense of everything the boy just blurted out. With little success. And she thought Pinkie can talk. "Can we get the short version."

A wave of embarrassment consumes Rain. He didn't mean to blurt all that out. It just sorta happened. He lifts his fist to his mouth and clears his throat. Let's try that again. He walks into the other room so that all the girls can hear him. To their surprise, he bows at a forty-five-degree angle in an effort to apologize. "First I would like to say I'm sorry for the method of my research. Maybe I'm only sorry I got caught, but I honestly didn't mean any harm by it."

The girls all stare wide-eyed at the apologetic lad. They were not expecting this, but at least he's talking like a normal person. Sunset finally speaks. "Uh, okay. But if you really wanted to learn about our magic, why didn't you just come talk to us about it? And can you please stand up."

Rain does as he's told and then answers her question. "I was... Uh I was... afraid." He shamefully admits. "I tend to make a fool of myself in front of other people." Yeah, they kinda noticed. "When I found out you lost your magic, my only remaining option was to help you get it back. Once I got the Chamber working, the plan was to work up enough nerve to tell you about it."

"You made that thing for us?" Rainbow questions.

"Well no. I made it to see if I could give myself magical abilities. But I don't mind sharing it! That is... if I can get it to work."

The girls all look to each other. This is quite the situation. Sure, what he did was wrong, but he really doesn't seem like a bad guy. Just a little awkward.

Twilight steps forward. "I can help you get it working."

Rain almost can't believe his ears. "Really. You'll help me?!"

"Sure. If we work together, we're bound to get it working."

"Twilight." Sunset says, getting her attention. "Sidebar." The two friends walk to the other side of the room to discuss.

It's clear that Sunset is still a little suspicious about Rain. Which is understandable. Secret lab, constant spying, sources of magic at his disposal. He could pass for a supervillain. Wait, that's probably exactly what she thinks he is. Maybe.

Rain sighs and lowers his head. This isn't going so well. Maybe he should just give up and eat the cupcake being offered to him. Wait what?!

Pinkie Pie is indeed offering the boy a cupcake. For reasons he can't understand. "Well go on. If you don't eat it, I will."

The smile on her face. It's just so, welcoming. And infectious. He can't seem to help but smile to. He accepts the frosted confection and take a small bite. Followed by more bites to keep that delicious taste in his mouth. Not even realizing when how fast he finishes the dessert. "Heh, thank you. I hope you aren't too mad about, well you know."

Maybe Pinkie has the right idea. Maybe all this guy needs, is a little friendship. "Y'know what, don't worry 'bout it." Applejack says. " Yah seem like a good fella. And if yah really wanna help us out, we can at least give yah a chance."

Rainbow looks through the pictures taken of her. "And hey, at least you got some pretty good shots of us." Her favorite is the one of her kicking a winning soccer goal. "Trust us, we've forgiven way worse than this." There are some stories he'd love to hear about sometime.

"And if you want, I could design you a much more fitting jacket if it's to your liking." Rarity offers, still unsure why he chooses to wear a jacket that's clearly three sizes too big. But nothing says let's be friends better than a new wardrobe she always says.

"That be great. Just make sure it's a thin jacket. Otherwise, it could get really hot wearing it under this one." Rain says, clearly missing the point of her offer.

While Rain and the girls start to get acquainted, Twilight and Sunset discuss their current situation. "I'm not sure if helping this guy is the best idea." Sunset says.

"Why not. He seems like a good guy." Twilight looks over to him and the others getting to know each other. Aswell as Pinkie pulling out a whole tray of cupcakes to share. This comes as a shock to Rain whose mouth agapes at the pink girl's ability to pull desserts out of her hair. "You think he was lying about everything he said?"

"Well, no." If anyone knows what lying to look like a good person is, it's the former bully of CHS. But you don't have to lie in order to not tell the whole truth. "I'm just not sure if we should get him involved."

As they continue to discuss, Rain raises his hand and slowly reaches out towards Pinkie's hair while she's distracted by eating one of her cupcakes. Curious as to what would happen if he stuck his hand in it. Only to have his wrist grabbed by Applejack. She shakes her head to nonverbally tell him that he does not want to know what it's like in there.

"I'll admit, the files are a bit unsettling. But hey Pinkie has one of us and everyone else at school." Twilight says.

"True, but Pinkie just uses them to through parties. That's not quite the same." Sunset counters.

"Alright. But I understand how he feels. It's not any different than when I came the CHS to figure what was going on." She's honestly surprised that he doesn't have a murder board with red yarn all over it anywhere. "He just needs a little push in the right direction. Like I did... Like you did."

Oh really. You're gonna play that card. "Looking past all that, He has no idea what he's getting himself into. He could wind up really hurt. Or worse." She knows he's just curious and wants to help. So why won't she let him? What's she afraid of?

"I don't think he's gonna stop no matter what we try. Best thing for us to do, is to be there to make sure things don't go wrong." She places her hand on Sunset's shoulder. "If you don't trust him, can you at least trust me?"

Sunset sighs. "You know I do. Just be careful, okay."

"Of course." The two walk back towards the others. "Okay Rain, I'm going to help you help us."

The boy's face lights up. "Really?! As in really really?!"

Twilight smiles and nods her head, confirming her answer. "I already have some idea on the matter. But I'll need the design plans of the Chamber in order to cross-reference it with my magic tracker."

Rain is now excited. More excited than he's been in a long time. "Okay yeah! It's all on my computer. Let's check it out."

The two went off to do their nerd stuff, but the others aren't sure what to do now. "And what are the rest of us supposed to do until then?" Rainbow asks.

"Oh, uh, you all can wait in the store if you want. There are beverages in the minifridge behind the counter and all the outdated music you could want. Heh."

Well, nothing better for them to do right now. Might as well hang back in the store. Sunset is the last to exit the room. Leaving Twilight in there? No, no. She can take care of herself. She trusts Twilight.

"Alright! Let's get this thing going and hope it doesn't blow up this time!" It's him she's not so sure about.

It's been fifteen minutes. The girls reunite with Spike, who they accidentally left behind, and just hang out until Twilight and Rain finish in the back. Rainbow, Pinkie, and Spike look through all the old CDs. Rarity uses this time to brush Fluttershy's hair.

Applejack takes up Rain's offer and checks out the beverages in his fridge. All of which are a different brand of soda. Is this really all he drinks? Oh well. She takes out one of the orange sodas but then notices the concerned look on Sunset's face. So, she grabs another one for her and walks over to the former unicorn. "Yah doin' alright sugar cube? Yah seem awfully concerned."

"No, I'm fine Applejack." She accepts the soda offered to her an takes a quick sip. "I just didn't think I'd end up just sitting around waiting." She could have stayed and helped. She knows some things on this world's science and technology. And she probably knows more on magic than anyone else around. Having firsthand experience back at Equestria and all. But she doesn't want Twilight to think that she thinks she needs to keep an eye on her at all times. Still though. "Maybe I should see how things are going in there."

"Nah, don'tcha worry 'bout it none. Twilight's the smartest gal we know. She can handle it. And Rain seems to know a thing or two as well. They'll be just fine." With ultimate bad timing, loud booming sound can be heard from the back room. Sunset glares at the cowgirl who laughs nervously in response. "Well uh, hopefully it won't be too much longer now."

Four Hours Later

After so much time, Twilight and Rain step out of the back room and everyone else gasp at their appearance. Their hair is a mess, their bodies are covered in soot and scuff marks. They're a total mess. Though, Twilight seems a bit messier than the other one. Her clothes are even a little torn. She so glad she didn't wear the new clothes Rarity had recently made for her today.

Spike is first to speak. "Twilight? What happened in there? Are you okay?!"

Rarity passes Twilight a cloth to use to wipe herself off. Which she graciously accepts. "I'm fine Spike. Don't worry."

"And did you two, you know?" Rainbow asks, clearly wondering about her magic.

Twilight decides that action speaks louder than words. She grabs her newly recharged geode and taps into the magic inside it. She holds her hand out and lifts Spike into the air via telekinesis. Floating the pup right into her arms. They had done it. She has her magic back! The other girls all cheer at their accomplishment.

"Awesome!"

"Y'all actually pulled it off!"

"Wonderful!"

"Yippee!"

"Yeah."

"Huh, good job you two." Sunset says placing her hand on Twillight's shoulder. Guess there was nothing to worry about after all. "Will you be able to restore our magic next?"

Rain answers for her. "Absolutely! You'll all have your magic back before you know it." He looks to Rainbow Dash who clearly seems the most excited. "Rainbow since you're clearly the most eager, you can go first."

"Aw yeah!" The athlete dashes into the back with Rain right behind her.

"And, if you don't mind, I'd like to ask you some questions." Rain says to Rainbow.

"Questions?"

"Yeah. Just a few."

The other wait in the store, with Sunset wondering why Twilight stayed behind. "You're not going with them?"

"Rain knows how to work it." Twilight answers. "He's the one who operated it to recharge my magic after all." She passes Rarity back her, completely filthy, cloth. To which the fashionista begrudgingly picks up with the very tip of her index finger and thumb. "Plus, the chamber kinda has me feeling a little woozy. A minor side effect, I'm sure." Or it's a combination of lack of sleep and being exposed to too many fumes. And explosions. "I just need to sit for a bit." A little rest and a snuggle or two with Spike, she'll be back to a hundred percent in no time.

Rainbow Dash is waiting in the Chamber while Rain sets everything up. He types away at his computer and one of his wisps of magic is sucked through a tube and drained into the Chamber. He's also been bombarding her with a bunch of questions. Though, she can barely even get a word out to answer him.

"So, when you're running does the area around you look like it's rushing past you, or does it seem like all time slows down to you?!"

"Well, it depends..."

"Have you ever ran faster than the speed of sound?!"

"Well, this one time..."

"Have you ever tried vibrating your molecules so fast you can phase right through solid objects?!"

"Pretty sure that's not..."

"Also, just out of curiosity, how hard was it to dye your hair all those colors?"

"Excuse You!!"

Before anything else is said, Rain activates the Chamber and magical energies begin to flow through Rainbows body, and right into her geode.

Next is Rarity. And it pretty much goes the same as with Rainbow Dash. Magic recharge, and a whole bunch of questions.

"So can you just make shields with your magic, or can you make other things?!"

"Well, I..."

"How many can you make at a time?!"

"I not entir..."

"How much force does it take to break your shields?!"

"Um, I..."

"Also, I forgot to ask the others, does this hurt any?"

"Wait, what?" As he activates the machine, there's a tingle, but no real harm.

Next is Applejack.

"What's it like being the strongest person in the world?!"

"Well, it..."

Do you know how much weight you can lift?!"

"Well, Ah..."

"Does your super strength also give you enhanced endurance?!"

"Ah think..."

"Do you ever feel like you have the most basic magic out of the seven of you?"

"Now why would Ah..." Her sentence goes unfinished as the machine activates.

Then it's Pinkie's turn. The one he has the most questions for. And they come fast.

"Does your magic only work on food. Follow up question, does it only work on sugary food? Does it only work when the food is thrown? Do you have to your hands to activate your magic, or can it be any part of your body? Can you control whether food you throw explodes or not. Either way, you probably shouldn't try tossing food in the air and catching it in your mouth. Have you ever tried to see if the dust cloud caused by the explosion tastes good? And How'd You Do That Thing With The Cupcakes And Your Hair?!!" He's still on that?

Pinkie then replies. "Yes, no, yes, yes, kinda, good tip, yes; it does not, and can't everyone do that?"

"Huh? Okay then." No further questions.

Next is Fluttershy, but it goes a little differently.

"So um, I just step inside this thing?" Fluttershy asks.

Rain keeps his head down low and his eyes on his computer screen. Refusing to make any eye contact whatsoever. The only confirmation he gives her is a very quiet "mm-hmm" that she's actually able to hear.

"Oh, okay." She steps into the Chamber an awaits its activation. "There's nothing else I need to do?"

To get this over with, Rain activates the machine and Fluttershy's magic is restored.

Back in the store, the others discuss their expense with Rain while they wait for Fluttershy to come back out. While also enjoying having their magic back.

"The fella sure can keep his mouth movin', huh?" Applejack says.

"I wouldn't mind as much if he ever gave me the chance to answer." Rarity says.

"Well, he's just a bit excited." Twilight says, putting mildly.

"Didn't bother me." Pinkie cheerfully states.

Rainbow rolls her eyes in response. "I bet it didn't."

Fluttershy steps out from the back, looking somewhat unsure. "Um, it's your turn Sunset." The red head walks into the back while Fluttershy sits back with the rest of her friends.

Rainbow wraps her arm around her shoulders. "Hey, Fluttershy, what did you think of Rain?"

Fluttershy gives her answer. "Well, he sure can be quite sometimes."

Huh?

Sunset steps into the chamber. "So, I take it you got a bunch of questions for me about how my magic works."

Rain response surprises her. "Maybe later." He activates the Chamber and restores her magic. She steps out and, even without using her magic, she can tell that Rain has something else on his mind. "I want to ask something else.

He seems serious. "Okay, what is it?"

"Well, it's just that... Your magic is supposably powered by friendship."

"Yeah. And?"

'Well, that's not exactly my strong suit."

Yeah, she got that. "Where are you going with this?"

"I was kinda hoping..." Just spit it out. "Can you teach me about friendship?!"

...

...

...!

"What?!" Oh great. she's freaking out again. "I mean... I... what?!"

"I've tried making friends. But believe it or not, the things I read in my book weren't very helpful."

"You seem to be plenty friendly enough." She raises her hands for defense and backs away a bit.

"Sunset please. I want to learn all I can about this and the magic that comes with it. I really don't want to mess it up. Pleeeaasse."

Nope, not doing this. "I don't think I can just, teach you friendship. Nor do I think I should."

"But you have six incredible friends."

"Then why don't you ask one of them?"

"I've seen you girls together. I can tell that you're the heart of the group. I just think you're the best person I can go to. I wanted to get to know you first so maybe you could help me from there." He's really serious. "So, what do say? Teacher."

Teacher?!

Is this really happening? This guy must rally have no idea who he's asking. How does she even respond the this. "I say... That it's getting late, and we should be getting home. We'll talk about this some other time."

"Oh. Uh, okay then." Rain backs away, realizing his goof up, as he watches Sunset leave the room. "*Sigh* I did that thing where I act like a total weirdo." He mumbles to himself. He steps out of the room himself as he watches Applejack opens the door for everyone. They're on their way home.

Before Twilight leaves, she turns to Rain and says, "Hey thanks for the help, Rain. We really appreciate it." Rain nods in response before she exits the building.

Last to exit is Sunset, but Rain calls out to her before she leaves. "Hey Sunset! Um, it's probably best for you and your friends to come back tomorrow so I can run some tests. Just in case there are any unwanted side effects.

"Oh, sure." Sunset says.

"Hey Sunset." The girl in question turns back towards Rain. "Are... are we friends?"

What can she say to that? He really wants to be her friend, but she just met him, and she doesn't quite understand him. "Um, well I..."

"Sunset, you coming?!" Rainbow calls from a distance.

Saved by the bellow. "Gotta go. See you tomorrow, I guess."

With that, they're all gone. Leaving Rain alone in his store. "*Sigh* Yeah. That seems about right." Nothing left to do but close the door and see what tomorrow brings. He reaches for the doorknob, but notices something wrong with it. The doorknob has been crushed! Almost torn of the door. He pulls the door close and is only able to keep it closed via the deadbolt lock. The knob wasn't broken before. Wait, Applejack was the one who opened the door. Did she... no, no, that's ridiculous. This place is old and falling apart. There's no way it's because of Applejack's magic.

...

Is there?

Author's Note

Another chapter done. Now they have officially met Rain. And you all know him a little better. What are your thoughts on him and this chapter. And as always look forward to the next one.