My Little Pony Friendship is Magic The Movie: What If?

by SuperPinkBrony12

Rating: everyone
Tags: Twilight Sparkle, My Little Pony: The Movie, My Little Pony: Friendship is Magic, Alternate Universe, Main 6, Other, Thriller, Drama, Tempest Shadow, Spike, Adventure
Length: 53076

(Takes place within my "What If?" rewrite series, familiarity with its volumes is recommended.) An alternate take on the 2017 movie exploring if scenes had played out differently, and some characters were written differently.

(Takes place within the universe of My Little Pony Friendship is Magic: What If? and its many sequels. Familarity with them is recommended, but not required.)

It's back once again, that series which has always asked and sought to answer the question "What if things were written differently?". This time, rather than episodes from the show, it's tackling the big 2017 theatrical movie.

Twilight Sparkle is excited to host the very first Festival of Friendship, right in her hometown of Ponyville. But she's also starting to have doubts about how great of a princess she truly is in the wake of a costly mistake made not too long ago. Luckily, she has her friends by her side along with her faithful companion and adopted family member Spike.

But just as everything's in place for the festival to begin, things go awry. A hornless unicorn named Tempest Shadow launches an invasion on behalf of an evil known as the Storm King, and she soon sets her sights on all four alicorn princesses: Twilight included. Twilight and her friends only barely manage to escape.

Facing a threat unlike anything they've ever dealt with before, Twilight hopes to recruit a new ally in the form of Queen Novo, and her friends insist on tagging along. Their journey will take them beyond the borders of Equestria, to lands never seen before, and will test their friendship in ways unimagined. Can the magic of friendship survive when it is placed under extreme stress?

As always, no disrespect is to intended to anyone at Hasbro, DHX, Boulder Media, or to anyone involved with the movie's creation: Be it from a writer, artist, or voice acting stand point.

Published 2024-05-10 16:20:01 UTC
Last updated 2024-05-23 17:25:23 UTC

Part 1: The Festival of Friendship

The town of Ponyville, the self proclaimed "Friendship Capital" of the kingdom of Equestria, was facing the biggest celebration it had ever known in the entire history of its existence. Princess Twilight Sparkle, herself a resident of Ponyville, had chosen Ponyville to have the honor of hosting the first ever Festival of Friendship. It was an event that had been heavily touted and heavily promoted since its announcement, and the word spread quickly. Ponies from all trots of life were now flocking to the small town, taking in the sights and sounds of the place Princess Twilight and her friends called home. Heck, some non-pony creatures had opted to visit, creating quite a stir and a buzz of attention when they arrived.

However, since Ponyville had not been the original intended location for the festival, there were still some last minute preparations that needed to get done. Mostly, it involved decorating a large stage in the center of town. And so it was that two of Ponyville's most famous residents (besides Princess Twilight herself, of course) were currently heading towards said stage with decorations in tow. They were none other than Pinkie Pie and Fluttershy, and Pinkie was currently humming a cheerful little melody to herself which went something like this.

Pinkie only ceased in her humming to call back to her pegasus friend. "Come on, Fluttershy! We're almost there! We promised Twilight we'd have the whole stage decorated before the festival official begins. In fact, we 'Pinkie Promised'. And you know a 'Pinkie Promise' is never broken, never!"

Fluttershy tried to smile back, even as she was straining under the heavy load of boxes containing the decorations. "I remember, Pinkie," She replied as the stage itself came into view. "Sorry I'm not as fast as you."

Pinkie's smile grew brighter. "Aw, that's okay, Fluttershy. It's great that you're helping out like this. That's what friendship is all about. And don't forget, this is a friendship festival." She then resumed her cheerful bouncing, soon reaching the stage where the decorations were needed.

When Fluttershy arrived about a moment or so later, Rainbow Dash came swooping down out of the sky in dramatic fashion. "It's about time you two got here!" She seemed to complain ever so slightly. "Just set the boxes down and leave the rest to me! I'll get the stage decorated in no time!"

But it was at that very moment that Rarity came trotting around, shaking her head and making a tsking motion. "Now Rainbow Dash, you simply must learn to be patient. You can't rush art or perfection. Besides, you already did more than your fair share of decorating, as did I."

"If you're still lookin' for a place to help, why don't ya help me with the refreshments?" Applejack asked as she approached from the other end of the stage. "That was supposed to be Pinkie Pie's job. But my family and I, we have almost everythin' covered. 'Course, we could always some extra hooves for an occasion like this."

Pinkie Pie set one of the boxes of decorations down near the stage, then turned to Applejack as she said with a grin. "It's okay, Applejack. I don't mind helping you out. We are family, after all."

Applejack gave a hearty chuckle. "Yeah, and so are the rest of our friends."

Fluttershy, meanwhile, commented with concern as she set the remaining boxes of decorations carefully down. "I'm more worried about Twilight right now. When she was planning for this festival, she wanted it to be held in Canterlot."

Rarity waved a hoof. "We all agreed it made more sense to host something like this in the place where our friendship is the strongest. Canterlot has plenty of fine festivals to its name already. A special occasion such as this warrants a special location like Ponyville."

And Rainbow Dash remarked. "Twilight tends to get all worked up before things like these, but she always finds a way to calm down. It's why she's the princess of friendship. She hasn't met a problem yet she couldn't solve, either on her own or with us," She let out a faint chuckle. "I can't imagine what our lives would be like if we'd never met her. And now look at her, planning a festival of friendship all on her own."

Rarity nodded. "Yes, it's truly wonderful what Twilight is capable of. She's come such a long way. And to think, when we first met her she was just a unicorn," She put a hoof to her chin, pondering. "Has it been so long already? It still seems like only yesterday we were meeting her for the first time."

Pinkie Pie's smile grew bigger and brighter by the minute. "Well, that's why this friendship festival is going to be the bestest thing ever! It's falling on the anniversary of when we first met Twilight and became friends! And she doesn't even realize it!" She put her hooves together, and a shower of confetti burst out from between them! "We need to find a way to make sure she realizes just how much we appreciate her friendship!"

The fashionista unicorn declared. "Well, I think a good start would be to finish decorating the stage and making sure the rest of the festival preparations are complete. Knowing Twilight, she'll want the Festival of Friendship to go off without a hitch."

And with that, the five friends set to work on moving the various colored banners, ribbons, and streamers from the boxes to the large, circular stage.

As her friends were all currently chatting amongst themselves and finishing up the festival preparations, Twilight Sparkle was currently standing in the main hallway of her crystal castle. The young alicorn princess was taking some deep breaths to try to steady herself, least she start to lose her cool under the pressure. "I can do this," She said, giving herself a pep talk. "Everything's going to be fine."

"Twilight?" A familiar voice called out from the distance, soon revealing itself to be none other than Spike, her baby dragon, faithful companion, and adopted son. "Is something wrong?"

Twilight spun around, locking eyes with Spike. In a calm, cool, collected tone of voice, she told him. "No, nothing's wrong, Spike," She then gave off a faintly nervous laugh. "I mean, why would anything be wrong? I'm not worried. There's no need to be nervous. Things are going just fine."

Spike was anything but convinced. He knew Twilight better than most, and that meant he could easily see when she was trying to hide how she really felt. "Twilight, it's okay if you're a little stressed," He tried to reassure her. "I know this wasn't your original plan for the festival. You wanted to hold it in Canterlot. But we all agreed to move it here to Ponyville."

Twilight shook her head from side to side. "That's not the problem, Spike. Really," She sighed and swallowed hard. "I've arranged for an audience with the other princesses, and it's supposed to take place very soon."

The little dragon blinked his eyes and gave a sort of sideways glance. "Why would you do that, Twilight? This isn't a formal event. The fate of Equestria isn't at stake."

The young alicorn nodded back. "I know that, Spike. That's not why I asked them to meet me here," She paused, taking a deep breath. "I've just had a really good idea about how to make the festival even better. And it involves needing to use some of the princesses' magic."

"Are you sure that's a good idea?" Spike inquired. "As I recall, you could barely control all that magic the last time you had."

"I'm not going to use all their magic, just a little bit of it," Twilight explained. "The Festival of Friendship could really use something to make it look as grand as it should be. I'm convinced my idea is just what's needed. But I can't do it unless the other princesses agree."

The little dragon just replied. "This is because of that incident from a while back, isn't it? The one where you unintentionally unleashed a literal pony of shadows on the land."

Twilight frowned, looking at the ground in deep shame. "I shouldn't have made such an obvious mistake, Spike! I'm the princess of friendship! I'm supposed to be better than that! I'm supposed to be protecting Equestria, not putting it in danger! Which is why it's all the more important to me that the Festival of Friendship is a complete success! Nothing can wrong! Everything has to be just right!" She started pawing at her mane with her hooves. "Oh, here I am getting all worked up, and the meeting hasn't even started yet!"

Spike could only shrug his claws. "Just relax, Twilight. So what if the festival isn't perfect? As long as everypony and non-pony has a good time, that should be all that matters. And one festival shouldn't reflect on your skills as a princess anymore than one honest mistake should. Even the other princesses have made mistakes. You know that just as well as I do."

The princess of friendship gave a slow nod. "I guess you have a point, Spike. Still, it would be silly of me to send the princesses away after I went through all the trouble of asking them to meet me here," Just then, she heard a knock at her castle doors. Plucking up courage, she trotted over with a smile. "That must be them now." She said to Spike, then lit up her horn and thrust the doors open!

In trotted Princess Celestia, Princess Luna, and Princess Cadence, all of them unaccompanied by anypony else. And not one of them suspected the reason for their abrupt summons.

"You wanted to see us, Twilight?" Princess Celestia asked in that warm, gentle tone of voice she was famous for.

"...Yes, your majesties," Twilight bowed to the other princesses. "Er... forgive me for asking you to meet me on such short notice."

Princess Luna waved a hoof. "Twilight, you don't have to be so formal with us. We know each other so well by now."

And Princess Cadence chimed in. "This is about your festival, isn't it?"

Twilight nodded. "Yes. In particular, there's something I'm hoping to ask of you. All of you."

Princess Luna arched an eyebrow upward. "Whatever would that be, Twilight? Shouldn't you be getting ready to greet Songbird Serenade. She is the headlining act for the festival's concert, isn't she?"

Princess Celestia then chuckled. "Honestly, I think most ponies might be here for her more than they are for anything else. Hardly anypony seemed to notice my sister and I, let alone the select few other creatures that are in attendance."

Plucking up courage anew, Twilight lit up her horn. "Actually, that's what I wanted to talk to you about. What I want to do is creating a little... display of sorts when Songbird Sereneade takes the stage," She soon produced a diagram, presenting it to the princesses. "If I could borrow just some of your magic: I believe that I can move the sun and the moon into just the right positions to create a brilliant contrast of light and shadow. And that contrast will be just the sort of thing to make some reflective crystals shine bright. They'll create a dazzling display that will leave everypony and every non-pony speechless," Putting the diagram away, she concluded by saying. "I promise, I'll return the magic I've borrowed as soon as the concert is over. You won't even know it's gone."

But the other princesses did not seem persuaded by either Twilight's speech or her diagram that detailed what she was hoping to do. Princess Cadence was the first to voice her disapproval. "I really don't see why that's necessary, Twilight. The stage already seems decorated quite nicely if you ask me. Moving the sun and the moon just for a few crystals seems like overkill to me. In fact, it might end up being more of a distraction."

Princess Luna nodded in agreement. "I must side with Cadence on this one, Twilight. I too fail to see why you believe such a display is really needed. From what I can tell, you and your friends have done an excellent job as it already is when it comes to decorating. I've never seen Ponyville so vibrant and full of life like this."

Princess Celestia was surprisingly silent for several minutes, or so it seemed. She appeared to be deep in contemplation, almost as if she were torn about what to say.

Twilight didn't bother to wait for the sun princess to speak. She hung her head in shame. "It was a pretty silly idea, wasn't it? And after all the times I've messed up when taking matters into my own hooves, it's no wonder you don't trust me with any of your magic."

"Twilight, that's not what we said." Cadence insisted in a sympathetic tone of voice.

Princess Celestia nodded and spoke up. "You're already a great princess as it is, Twilight. Not just anypony could've thought of the idea of a Festival of Friendship, let alone gotten it planned and organized on such short notice. There's no need to do even more. Besides, Songbird Serenade isn't scheduled to perform until sunset anyways, correct?"

Twilight looked up very slowly. "... Yes, she is. And I'd completely forgotten until now," A deep sigh escaped her lips. "Forgive me, all of you. I haven't been feeling like myself lately. Having to move the festival from Canterlot to Ponyville so suddenly has really thrown me off my game."

Celestia trotted over, lifting Twilight's chin with a hoof. "Well, you've done an excellent job adapting to such a change, Twilight. I have every confidence in your abilities. This festival will be a big success, regardless of what you do. So stop worrying and enjoy yourself. After all, Equestria has been at peace for quite a while now, hasn't it?"

Twilight nodded to her fellow alicorn. "I suppose it has."

The sun princess flashed a warm, cheerful smile. "Then there's nothing you need to worry about, Twilight."

Luna then spoke up, clearing her throat. "Well, if that's all you wanted to see for us, Twilight, then we shall depart."

Spike (who had been silent up to this point), saw fit to ask. "Are you sure it's really a good idea for you to all be here by yourselves?"

"Relax, we've got the royal guard running security detail," Cadence pointed out. "If anything does happen, which it won't, we'll be ready for it. We're not letting down our guard. Even Shining Armor believes there's nothing to be worried or concerned about. So if he says there's nothing that poses a danger to us, I'm going to trust his judgement. After all, he's not just my husband, he's captain of the royal guard."

` Celestia trotted back over to the other princesses, all the while saying to Twilight. "If you're really doubting yourself, Twilight, don't forget that you have your friends to support you. I've seen for myself what you can accomplish when you're all together," Her smile grew brighter and wider. "The bond you have is one that can't be broken. As long as you're with your friends, I know you can accomplish anything you set your mind to." And with that, she, Luna, and Cadence all departed from the castle.

Once the other alicorns had left, Spike looked to Twilight. "So, what now, Twilight?" He asked her.

Twilight was silent for but a moment, before she smiled. "Princess Celestia is right. I've got my friends to count on. And I know they won't let me down! With their help, we can make this Festival of Friendship an event to remember for all time!"

Spike clapped his claws together in approval. "Alright! Now that's the Twilight I know and love!" He raced to the castle doors. "So what are we waiting for?! Let's get out here and get this show on the road!"

The young alicorn nodded back. "For once, I agree with you, Spike. We'll do this the way we've always tackled any challenge in our lives: Together!" And with a confident stride in her step, she flung the castle doors open and trotted outside. She soon gave a whistle, calling her friends over. "Okay, everypony, listen up! The Festival of Friendship may have begun, but there's a few more things I'd like to see taken care of before Songbird Serenade gets here!"

The five friends all gathered around the alicorn, eager and ready to help however they could. And soon, they began to sing.

Author's Note

I typically use the author's notes section to explain why I rewrote a particular episode in my rewrite series, or what I felt needed to be done differently. This time, since I'm rewriting the big 2017 movie, I'm going to go part by part to explain my decisions here.

First and foremost, moving the Festival of Friendship from Canterlot to Ponyville is a personal decision. Canterlot being invaded or attacked is something that happened very often throughout the show's run, so it being invaded in the movie was far from a big deal. Ponyville, on the other hand, has very rarely been in danger when there's some big catastrophe threatening Equestria. Hence moving the festival to Ponyville.

Second, not for the last time, I'm trying to rework the script of the movie to accomodate for when in the show's timeline it's supposed to take place. The script obviously was written with a post Season 4 worldview in mind, but when canonized to take place after Season 7 that requires a lot of additions that have to be addressed.

And third and finally for here, not only did I want to take out the lazy ponyfication of "We Got the Beat" that does not start out the film on a good note, but I also wanted to change up the context behind Twilight's audience with the other princesses. I also wanted to do more with Twilight's concerns and self-doubts, so as to try to give more weight to some of her actions later on.

Part 16: Regroup and Rescue

As the zeppelin floated away over the horizon with Twilight onboard, her friends were left to process their shock and grief. How had it all ended like this?

Spike, for his part, was beside himself with grief! He kept sobbing over and over again, desperately shouting to the horzion! "Mom! Come back, please! Please, tell me this is all just a horrible nightmare! Please! I can't bare to be without you!" Alas, no amount of pleading or crying on his part could change the reality of the situation. He broke down into tears, burying his face into the sand! "It should've been me, not you!"

"It should've been all of us!" Rainbow Dash grumbled as she kicked at the ground in frustration. "We should've tried harder to talk her out of it instead of letting her throw herself away like that! After all we've been through together, this is how it ends?! This is just like the last time we let her put her own wishes ahead of ours and didn't push back! And this time, I don't think we'll be lucky enough for her to change her mind!"

"So what are we supposed to do in this situation?!" Applejack angrily complained. "Just sit around and feel sorry for ourselves?!"

Rainbow bitterly replied. "I don't know, but I hate feeling useless! I feel like we need to do something, anything!"

"You heard what Tempest said though," Fluttershy cautioned. "If we try to rescue Twilight at all, she'll just attack us. We barely escaped when the Storm King's army wasn't focused on us," She shuddered. "If she could catch up to us so quickly, who knows what else Tempest is capable of?"

Pinkie Pie could only sorrowfuly look at the ground and lament. "I hate this feeling. It's the worst feeling ever! Twilight's gone, and there's nothing we can do about it."

Rarity then confessed in a guilt ridden tone. "Much as it pains me to admit it, she was right about us. We weren't taking the trip as seriously as we should've. And we just kept brushing off her concerns until it was too late," She looked to the others very slowly. "Perhaps if we had talked to her sooner, perhaps if we'd made more of an effort to at least listen to her instead of ignoring her, maybe it wouldn't have had to get to the point where she felt she couldn't trust us."

Applejack grumbled. "Well that doesn't excuse the fact that she was tryin' to steal from the seaponies and from Queen Novo! Doesn't matter how she spins it, it was stealin' and it was wrong! Doin' that just made Queen Novo rightfully think she couldn't trust us at all!"

"But don't you see?" Rarity commented with concern. "It never would've come to that if we hadn't made Twilight feel so isolated and alone. She turned out to be right about Capper, and she had a point about not trusting the pirates."

The rainbow maned pegasus immediately snorted and swooped over, glaring at Rarity! "Don't go saying that! It's because they trusted us that the pirates ended up in trouble with Tempest in the first place! We should've stood our ground then and there and fought with them, rather than abadon them like Twilight did!"

"Yet we probably wouldn't have even met the pirates if we'd just left Klugetown instead of staying with Capper," Fluttershy pointed out. "Twilight was right not to trust him. He only wanted us so he could use us for his own benefit."

The brash speedster only growled in rely. "But because we didn't, we got our first real lead as to where we were going. And so what? We were supposed to act all mopey and feel sorry for ourselves? I for one refuse to feel that way! I have faith that we can win, just like we always do! Thinking about all we had to leave behind hurts, but what would hurt even more is if we came back to Ponyville with nothing to show for it!"

The pink party pony looked up rather slowly, hesitantly asking her rainbow maned friend. "Then, what were we supposed to do?"

"I..." Rainbow Dash began, only to find that she couldn't keep up the arguing any longer. She couldn't think of a convincing counter argument. She let out a groan and unhappily sighed. "I don't know about that either. I just know that this is unacceptable! It's up to us to save Twilight and make it up to her for unintentionally leaving her alone when she needed us most! That Storm King may be strong, but so are we! Somehow, someway, we're going to have to stop him and save everyone!" But her bravado faded as she added in a sorrowful tone. "I just wish I knew how."

Yet as the ponies and dragon continued to mope around on the beach, feeling sorry for themselves, a voice in the distance suddenly cried out! "Well I for one think these ponies shouldn't doubt themselves! I have seen for myself what they're capable of! I have seen how they can take anything the world might throw at them and not be broken!"

Everyone lifted their heads and looked off in the direction the voice appeared to be coming from. Rarity then squinted, looking towards the horzion. "Is that who I think it is?" She asked in a tone of voice that sounded more disappointed than outright shocked or surprised.

Sure enough, who should emerge suddenly from behind a rock but Capper Dapperpaws in all his glory? He seemed to be none the worse for wear despite all he must've been through. Even his red jacket appeared to be untarnished, and there was not a scratch, bruise, or cut anywhere on his body.

The ponies and Spike all frowned upon seeing Capper, they still hadn't forgotten what he'd tried to do to them back in Klugetown. The wound still stung.

Capper, unbothered by the harsh glares he was receiving, just continued walking towards the friends, all the while continuing to sing their praises without end. "These ponies and their little dragon have been to the ends of the world and back, surviving hostile encounters and an enemy hot on their heels! All the while, they refused to let the world get them down! And speaking personally," He brushed a claw against his whiskers. "I have seen how their kindness and generosity can inspire honesty and loyalty in others, the good kind of honesty and loyalty at that. Their laughter even in the face of great darkness is a kind of magic others would give anything to have."

Rarity snorted as she eyed Capper. "Well, look what the cat dragged in: Himself," She humphed and swished her tail. "I'm wise to your charms and bewitching good looks, Capper. Your silver tongued ways won't work on me this time."

The cat just replied in a sincere tone, dropping his act of praise. "Ok, look, I know I messed up back in Klugetown. I took advantage of you ponies, just so I could settle a debt."

"That's putting it mildly!" Spike complained in a bitter tone of voice. "Why have you come crawling back now?"

"Isn't it obvious?" Capper pointed out. "I'm here to apologize. And this time, I mean it when I say that I want to help you however I can. I know you think you can't trust me, and you'd be right," But in a sly tone of voice he confessed. "However, I think you should know that it was thanks to me that Tempest didn't immediately come after you. I could've easily ratted you out to her to save my own fur, but I didn't. I lied to her and told her you were going west, not east. And she fell for it."

Rainbow Dash blushed. "Yeah, well maybe that would've worked if I hadn't accidentally revealed our location," Then she asked. "But then, how did you survive? Last I remember, you were onboard the pirate ship as Tempest was threatening to destroy it."

A sharp, shrill voice then called out in a squawk. "Isn't it obvious, mateys? He be with us now! The kitty cat's opted to throw his lot in with us, seeing as we're in the same situation."

Within seconds, Captain Celaeno and her crew came swooping down from above. In contrast to Capper, they looked worn and battered. Their outfits were torn and tattered in places. Still, they seemed to be unharmed.

"No way!" Rainbow exclaimed in disbelief! "I thought for sure Tempest had done something horrible to you!"

Captain Celaeno unhappily sighed. "Well, she did. She didn't hurt us directly, but she made good on her vow to tear our ship apart. Wasn't anything left even for salvage, the destruction was quite thorough. We were lucky to escape with our lives," A smile slowly spread across her face as she optimistically proclaimed. "Still, we've only lost a ship, not the war. And after what Tempest did, you can be darn sure we be lookin' to settle the score!"

Another pirate proudly proclaimed! "You got our arrgh back for us, gave us a reason to feel hopeful about the future again! The least we can do in return is help you in your time of need, maties. So we be onboard with ye. Just, not with our ship."

"Figured it couldn't hurt to run with them for a while," Capper explained to the ponies and dragon. "Beats going back to Klugetown. If you thought Verto was mean before, I can't imagine his mood will be any better after he recovers from what Tempest did to him. Klugetown's going to be a mess. And it's a mess I want no part of."

"So he's one of us, now: Honorary crew," Captain Cealeno chipperly chimed in. "And together, we're going to take the fight to the Storm King! We'll fight to the last breath if need be! But we're not going down without a fight!"

Pinkie Pie began to smile again. "Ooh, I'm liking this! With you guys on our side, we have a chance!"

Applejack wasn't so convinced. "I don't know about that. A couple of pirates and a double dealin' cat is hardly the kind of army I think Twilight had in mind when we set out on this journey."

"Well, I'm sure I could convince Discord to help us out," Fluttershy spoke up. "He might not lend us much help, but any help at all would make a difference."

Just then, however, a familiar youthful (childish you might say) voice spoke up. "If you guys are going after the Storm King, then count me in too!" Suddenly, up from the depths swam Princess Skystar! She lept out of the water, and transformed in mid-air! Her fins were replaced by claws, and two large wings extended out on either side of her body! She swooped down, perching atop a rock. "I am sooooooo going to be grounded for this, but I don't care. I think it's time someone taught that overgrown bully a lesson. And I'm just the hippogriff to do it!"

"All by yourself?" Rainbow Dash questioned.

The princess giggled. "Of course not, silly," She turned back towards the water and gave a whistle. "Okay, boys. Come on up!" In a matter of seconds, several seaponies emerged and transformed into hippogriffs, spears at the ready as they surrounded Skystar on all sides.

Even Pinkie Pie seemed to be in disbelief of this! "But... how?! I thought your mother wasn't willing to give us any support after what Twilight did."

Skystar flashed a mischevious grin. "Well it was thanks to that that Mother insisted on assigning some guards to 'protect' me: Her words, not mine. I think she just wanted to prevent me from going up to the surface again," She giggled. "It's a good thing I know how to outsmart her. She doesn't know my methods. And naturally, it didn't take much to convince the guards she assigned to me to come with me."

"Well, we're glad to have you with us!" Pinkie Pie cheerfully exclaimed as she rushed over and gave the hippogriff princess a hug. "One small thing really can make a big difference!"

Princess Skystar nodded as she returned the hug full force. "I'll say," She then boldly declared. "My mother might be afraid of the Storm King, but I'm not! I'm ready to pay him back for what he did to my family, what he did to all the hippogriffs! Mark my words: He'll rue the day he thought he could make the hippogriffs cower in fear!"

Spike blinked slowly. "So... that's it, then? This is the army we're assembling? We didn't make any other friends on our journey?"

Rarity replied. "Well, it may not be exactly what Twilight wanted, but I'd say we're doing quite well with ourselves. We're flush with friends," She then proclaimed. "And together, we'll rescue Twilight, defeat the Storm King, and bring peace to the world!"

The little dragon's spirits appeared to be lifted ever so slowly. "I... guess this could work," He looked up to the horizon. "Don't worry, Mom! We're going to save you no matter what it takes!"

Pinkie excitedly proclaimed! "Yeah!" But then the reality of the current situation hit her as she sheepishly added. "Just as soon as we think of a plan."

Capper grinned. "Well, lucky for me, I think I have just the idea in mind. And if I call in a few favors with some of Verto's associates, we should be able to get back to this 'Ponyville' of ours a lot sooner than Tempest might be expecting," He brought everyone close, and when they were all huddled together he whispered. "Now, here's what we're gonna do."

Author's Note

It was confirmed that there were supposed to be hippogriff soliders who would take part in the battle in Canterlot along with Princess Skystar, Capper, and the pirates. But for whatever reason, they were cut, which thus means the journey to Mount Aris and all the time spent down in Seaquestria are mostly pointless. Spike even lampshades the fact that it's just these random creatures the ponies happened to befriend.

I also wanted Spike to have a more pronounced reaction to Twilight's capture due to the fact that I've written him as Twilight's adopted son within this rewrite universe.

And I wanted the rest of the mane six to at least acknowledge how they were inadvertently not helping Twilight, as well as they might not appear to have been as rattled by the invasion as she was.

Part 2: An Invasion

When the singing had ended and the final preparations for the festival were completed, Pinkie Pie had seen fit to celebrate with a blast from an extremely large cannon of hers! Unfortunately, it turned out to not be her party cannon. It had instead shot out an entire cake, which had landed right on top of Twilight.

The young alicorn princess was more annoyed than hurt, poking her head up from the center of the cake. "Pinkie!" She scolded.

"Sorry!" Pinkie Pie sincerely apologized. "It's my new EZ-Bake Cannon. Obviously, it still needs work."

Twilight sighed. "Just please don't fire that thing again during the festival. I don't need any more messes to clean up." And she stepped out from the giant cake, her body now covered with cake frosting from head to hooves.

Just then, a loud clearing of the throat drew the attention of everyone attending the festival. Standing before Twilight was a slender looking pegasus mare of medium build. Her coat was a shade of lime-greenish white, her black and blonde mane and tail were bushy (to the point where her mane obscured her face), she wore a large pink bow in the back of her mane, as well as a black shirt with two yellow buttons. Her cutie mark depicted a white cloud with six different colored raindrops in the shape of hearts. "Excuse me," She spoke in a slow, sweet tone of voice. "I'm looking for the pony in charge: Princess Twilight." As she spoke, it was possible to see her dark sapphire blue eyes peering out from under her mane.

Twilight immediately lit up her horn to get rid of the cake frosting still clinging to her coat. She then extended a hoof. "Uh, that would be me. And you're Songbird Serenade, right?"

"Yup," Songbird Sereneade replied. "Just point me in the direction of the stage. I want to get all set up and do a soundcheck before my big performance. Thanks again for hiring me, princess. This'll be my first concert since I hit the top of the charts. I just hope I'll be able to hear myself over the roar of the cheering crowd."

Twilight smiled. "Oh, I'm sure you'll do just fine. Now if you'll just step this way-"

But suddenly, there was a loud clap of thunder that drew attention away from the popstar pegasus. All eyes looked up towards its source, and a chorus of gasps filled the air when the crowd saw what they saw! Ominous, dark red clouds were emerging from seemingly out of nowhere, threatening to take over the entire sky in a matter of minutes.

The young alicorn frowned, casting an accusing glare at Rainbow Dash. "Rainbow, didn't I specifically say I wanted no storm clouds for the festival?!"

Rainbow Dash nervously replied. "Don't look at me! Those don't look like any storm clouds I've ever seen."

Fluttershy gulped and swallowed hard. "Whatever they are, they don't look friendly."

And Fluttershy turned out to be right in ways she hadn't even imagined. For from the dark red clouds emerged a huge zeppelin. It appeared to bear a logo of some sort, roughly in the shape of a crown. It circled the festival grounds for a moment. Then it stopped. A large ramp extended down from it, reaching all the way to the ground. A loud popping sound could be heard as an unfortunate balloon creation was effortlessly popped by the ramp's sharp edges.

"Brian, no!" A voice from the crowd cried in dismay, breaking the silence for a moment or so.

The side of the zeppelin then opened up, and a dark red mist similar to the clouds appeared. No one knew what to expect.

Suddenly, from the mist emerged what appeared to be a small hedgehog of sorts. It had a dark gray coat, cold grayish-blue eyes, white and light gray hair, and it wore a black shirt that had the same logo as the one seen on the zeppelin.

The hedgehog stood next to a small phonograph of sorts, and grabbed what looked like a microphone. The hedgehog tapped on the microphone, producing audible feedback that made the crowd wince. Then the hedgehog began to speak in a noticeable masculine sounding voice. "Greetings, ponies of Equestria, and honored guests. Do not be afraid. Your kingdom has been chosen to be the next to be conquered by his excellency: The Storm King!" As he spoke, large banners were unfurled that depicted a stayr like creature. It had a grayish-white coat with bluish-gray on the paws and face, brilliant opal eyes that looked cold and merciless, and had a black suit of armor across its chest and shoulders, all the way down to its upper legs.

A few ponies (and even non-ponies) started chattering amongst themselves. The general consensus seemed to be one of confusion more than outright dread.

The hedgehog wasn't bothered by the lack of screams, he just continued to speak. "Now, the Storm King couldn't be here himself. He's a very busy stayr. But fear not, citizens of Equestria. He sends his regards. And that's why he has given the honor of conquering you to his most trusted enforcer. His right hand mare. So please, puts your hooves together, and give a big, warm welcome to none other than:" He paused for dramatic effect, then gestured back to the zeppelin as he said. "Commander Tempest Shadow!"

Trotting out from the mist and appearing at the edge of the zeppelin itself was a unicorn mare wearing solid black armor that concealed most of her body (including her cutie mark). Her entire coat was a blackish-pink in color, her mane and tail were the color of dark rose, and her eyes were a shade of moderate opal that seemed just as cold as the ones seen on the image of the Storm King. Most shockingly of all, though, she had a scar across her right eye, and where her horn should be there was only a small stub.

Tempest surveyed the crowd in silence for a moment or two, then cleared her throat and began to speak. "Alright, ponies, here's the deal. I'm here for your magic, especially the magic inside your leaders, the princesses. So give it to me, or we'll make it difficult."

Princess Celestia and Princess Luna stepped forward, parting the crowd and locking eyes with Tempest. "You have some nerve showing your face to us like this, Tempest," Princess Celestia sternly spoke. "And just who is this 'Storm King'?"

"Someone far more powerful than you will ever be," Tempest coldly replied. "So, do you accept my offer? Are you here to surrender?"

Princess Luna snorted. "Surrender? To you? Why would we ever do that? In case you haven't noticed yet, you're outnumbered."

If Tempest was at all intimidated by the princess' remarks, she didn't show it outwardly. Instead, a smile of sorts crept across her face. "I was hoping you'd make it difficult," She omionusly declared, then turned back to the zeppelin and gave a shout. "Okay guys, you know what to do!"

In a matter of seconds, several heavily furred creatures all wearing the same armor as Tempest and the hedgehog emerged from the zeppelin! Some of them were brandishing staffs and rods forged from black metal, and all of them were uttering cries! They quickly raced down the ramp, weapons at the ready! In a matter of seconds, the calm of the festival gave way to an absolute panic!

The hornless unicorn simply shouted to the monsters above the carnage! "Do whatever you want with the others, but bring the princesses to me! I need their magic!"

Just like that, the town of Ponyville found itself swept up in an unannounced, unexpected invasion!

Twilight quickly found herself separated from her friends in the chaos! Everything seemed to be happening at once! And since she was still in something of a state of shock, she didn't know what to do!

Tempest, completely unconcerned by the carnage and chaos, simply trotted slowly down the ramp. All the while, a smile remained on her face. She seemed to be enjoying herself as she approached the hedgehog and remarked with indifference. "Why do they always have to run? It never solves anything in the end."

"Hey, it just makes it all the more fun to crush their spirits and their hopes, right?" The hedgehog questioned.

Tempest could only shake her head. "This isn't fun, this is frustrating, Grubber. How am I supposed to get the Storm King what he wants when no kingdom ever cooperates?"

Just then, the hornless unicorn and the hedgehog's conversation was rudely interrupted by a huge blast of magic! It struck the ground in front of them, missing them both by mere inches!

Tempest looked up, and saw none other than Princess Cadence hovering overheard, horn charged and at the ready. "I don't know why you're doing this, Tempest," She remarked in a disappointed tone of voice. "You're a pony. You shouldn't be siding against your own kingdom."

The hornless unicorn just smirked in reply as she quickly pulled out a black orb of sorts. She then jumped up, using her hooves to kick it across the sky and towards the candy colored alicorn!

Cadence quickly caught the projectile with her horn, holding it a ways back from her body. "Nice try, but you'll have to do better than that." She taunted.

But then suddenly, the black orb gave off a dark green mist! The mist quickly enveloped Cadence, who had barely time to react, let alone scream! She tried to conjure up a magical barrier to protect herself, but it was too late! Her entire body turned into solid crystal, and she fell to the ground with a crash!

Even Tempest Shadow seemed to be surprised by what had just unfolded. "So they're not smoke bombs." She whispered to herself as she looked to the other orbs, all still resting on her back.

There was little time to dwell on such thoughts, however. The screams of Cadence drew none other than Princess Celestia to the scene. And upon seeing the immbolized, crystalized alicorn before her, the sun princess' eyes narrowed in fury and righteous anger! "You fiend! How dare you do to that one of my subjects, my own niece no less!" Her horn began to glow brightly. "This madness ends now! And when I'm done with you, you'll be thrown into the dungeon until you tell me what you've done to Cadence and how it can be undone!"

Tempest jumped back in surprise! She briefly seemed to be at a loss as to what to do next, even as her thoughts were slowly drifting towards the orbs still in her possession.

Princess Celestia, undeterred, simply shot off a blast from her horn! It struck the ground in front of the hornless unicorn, leaving a black singe mark! "This is your last chance, Tempest!" She warned in what sounded not unlike a disapproving mother. "Stand down, or suffer the consequences! And you'd better tell the Storm King he can forget about conquering Equestria! It shall never be his!"

But Tempest simply pulled out another one of the orbs, and hurled it through the air as hard as she could while shouting! "Never say never, princess!"

Celestia ducked under the orb as it hurled past her, watching the ominous dark green vapor that spewed out from the orb! She realized at once that her opponent had no intention of standing down. Yet she was not frightened in the slightest. "If that's really the way you want to play, so be it."

"Sister!" Princess Luna shouted as she came frantically flying over!

Princess Celestia turned to her fellow alicorn and shouted to her! "Don't worry about me, Luna! You must get out of here, quickly!" She quickly turned her back to Tempest, only to see another black orb be hurled through the sky! She desperately caught it in her magic and instructed to her sister. "Flee south of here, beyond Equestria! Seek help!"

"From who?!" Luna desperately called!

The sun princess began to say. "Novo, queen of the hippo-" But a sudden jolt of electricity interrupted her thoughts, breaking her concentration. The orb impacted her as a result, and the mist swiftly turned her into crystal too!

Princess Luna, witnessing the horrifying sight, didn't need any further incentive to run away! She took off across the sky as fast as she could, doing her best not to look guilty as she witnessed the royal guard fighting in vain to hold back the monsters. It was clear that such a small number of guards were no match for what had to be a well trained army.

Tempest growled, eyes narrowing! "No you don't!" She bellowed! She grabbed yet another orb, jumped up, and kicked it as hard as she could towards the fleeing moon princess!

Luna flapped her wings furiously, desperately trying to outrun the orb and escape the range of the mist contained within it. All the while, she had her horn charged, trying desperately to think of where she could teleport to.

A scream of fright interrupted the princess of the night! Looking down, her eyes widened in horror as she saw three very recognizable fillies: One an earth pony, another a pegasus, and the third a unicorn. All of them were surrounded by the monsters Tempest had unleashed! Princess Luna, forgetting about her own safety, swooped down to grab the fillies. "It's alright," She said to them as she quickly ushered them to safety. "Everything will be okay." Yet only seconds after saying that, the orb impacted her on her side! The three fillies she had just saved watched in horror as she too was turned into solid crystal!

Just like that, there was only one alicorn princess left: Princess Twilight.

Twilight had, by chance, overheard what Princess Celestia had been trying to say to Princess Luna. She was already wondering just who this "Novo" figure was and why Princess Celestia viewed her as important. But she quickly pushed the thoughts to the back of her mind, especially as she saw the three other alicorn princesses all scattered about the town, and all of them turned into solid crystal!

Suddenly, another black orb came flying across the sky, heading straight for the only surviving full grown alicorn!

"Twilight!" Rainbow Dash shouted, and desperately swooped in to try to save the princess!

At first, Tempest smiled when she thought for sure she had captured Princess Twilight. But her happy mood soon faded when she discovered that instead of an alicorn, a wall-eyed pegasus mare had somehow managed to get in the way and had taken the blast intended for the alicorn princess. The hornless unicorn fast lost all patience and growled! "Get her! Don't let her escape!" Her stub for a horn began to crackle and sizzle ominously as she lost her cool.

A series of royal guards quickly barred Tempest's way, with them being led by a unicorn stallion wearing a purple colored suit of armor. "You stay away from the princess!" He bellowed. "If you want her, you'll have to get past us first!"

Twilight looked down at the scene from above, horrified at what she saw! "B.B.B.F.F.!" She cried in dismay!

Rainbow Dash quickly grabbed Twilight by the hoof! "Forget about him, Twilight! He can take care of himself! We have to get you out of here, now!"

"But... but... what about the others?" The young alicorn princess stammered.

"It's just the five of us and Spike," Rainbow frantically replied. "Now come on! We have to get out of here!" And she took off as fast as her wings would let her!

Tempest's eyes narrowed further as she watched her intended target flee. "You can run, princess," She thought to herself. "But you can't hide. Not from me!"

Author's Note

The invasion of Canterlot in the original movie happens with no royal guard presence anywhere, and aside from Princess Luna the three other alicorn princesses are all defeated in very anti-climatic fashion. That's something I knew I wanted to fix here.

I also knew I'd have to change how the invasion took place since it was unfolding in Ponyville.

Part 3: Aftermath of the Attack

On the outskirts of Ponyville, Twilight and her friends (along with Spike) all regrouped. To say the invasion had caught them off guard would be an understatement. All of them were quite shaken up and still in a state of shock, trying to process all that had happened.

"That was... horrible!" Fluttershy shuddered and shook. "We weren't prepared at all!"

"And to think, that's just an appetizer," Applejack commented with concern. "If things were that bad with just that Tempest pony, the Storm King must be at least ten times worse."

Rainbow Dash tried to wave a hoof and dismiss the concerns. "Big deal! We've taken on monsters like that at least half a dozen times or so, and we've always won in the end. This will be no different, right?" When she saw that no one was backing her up, her bravado faded as she starting frantically buzzing around and asking. "Right?! Tell me I'm right!"

But Twilight could only shake her head from side to side in disapproval. "How could this have happened? Why did it have to happen now of all times?" She looked down at the ground in shame. "Everypony was in danger, because of me! If I hadn't put on this festival, the other princesses wouldn't have been captured. All our friends wouldn't be at the mercy of an invading army."

Rarity simply sighed unhappily. "Well, there's no way we can go back in time and undo what's been done. There's only one thing we can do."

Pinkie Pie began to perk up as she excitedly exclaimed! "Ah yeah! It's time to use the Elements of Harmony again! They'll be just the thing to send the bad guys packing and get the festival back on track!"

Fluttershy gulped and swallowed hard. "But you're forgetting one thing: The elements are deep in the Everfree Forest, and that's all the way on the other side of town from where we are."

Pinkie's happy mood faded as the realization settled in. "Oh yeah. That's... gonna be a while," Still, she tried to put on a brave face. "But it'll all be worth it when we have the Elements of Harmony and can drive that army away. And if that Storm King meanie shows his face, we'll send him packing too!"

Twilight wasn't convinced. "We've never used the Elements of Harmony to defeat an entire army before. It took a different kind of magic to do that. The best they've done is turn villains to stone or banish them. I don't know if they'd have enoguh power to handle someone who wants the magic of all the alicorns."

Rarity then inquired of the alicorn princess. "So, just what are we supposed to do, Twilight? We very well can't stand around here and do nothing! Not when everypony's counting on us to come back and save them!" A firey look came into her eyes as she vowed! "And we will save them, no matter what it takes!"

"Yeah! Now you're talking!" Rainbow Dash chimed in, then turned to Twilight. "So, what's our plan? If we're not going to use the Elements of Harmony, then what are we gonna use? It's gotta be something!"

With all eyes now focused on her, Twilight shut her eyes in silent contemplation. She needed to think hard about this. The stakes couldn't be higher if they tried. The Storm King's army hadn't come after her and her friends yet, but she suspected that would change before long. She needed to come up with a plan, and she needed to come up with it now.

So the young alicorn started pacing back and forth, thinking in her mind. Suddenly, it came to her! Something she remembered overhearing Princess Celestia saying! Just like that, the young alicorn felt confident that she knew what needed to be done. She opened her eyes as they brimmed with confidence.

"Twilight?" Spike nervously asked.

Twilight took a deep breath and smiled. "We need help, far more help than the Elements of Harmony can give us. And we can't stay here. The Storm King's army is sure to come after us if we do. What we need is to assemble an army of our own, one strong enough to repel the invaders. That's why I think it's best if we all split up. Each of you will go off on your own to talk to some of the allies we've made with other kingdoms, other countries," She put a hoof down, firmly vowing. "They can help us!"

Spike then saw fit to question. "And what about me, Twilight?"

"You're going to be sticking with me, Spike," Twilight insisted as she then explained. "I overheard Princess Celestia telling Princess Luna to flee south and seek help from Novo, queen of the hippo-"

"Queen of the hippos?" Fluttershy questioned.

Twilight shook her head from side to side. "No, not that. But I'm not sure what Princess Celestia meant to say, she was interrupted before she could finish."

Applejack shot a quirked brow at her princess friend. "Then why seek her out? Sounds to me like we have no idea who she is or what she even looks like. Do we even know for sure she still exists? Somethin' might have happened to her."

"Which is why I think it best if only Spike and I go off to find her," Twilight informed her friends. "We'd have to travel beyond Equestria's borders. And there's no telling what sort of danger we might encounter down there. But I'm thoroughly convinced this queen knows something about the Storm King. That has to be why Princess Celestia would want anypony to seek Novo out."

But Applejack stomped a hoof down and snorted. "There's no way we're lettin' you go off by yourself, sugarcube! Not in a million years! Even if Spike goes with ya, we'd never be able to live with ourselves if anythin' happened to ya because we weren't there for you! If you're goin' south, so are we!"

The young alicorn protested. "No, Spike and I must go alone! It's for the best! I'm sure we'll be fine."

Rainbow Dash immediately swooped down in front of Twilight. "I'm with Applejack on this one! No way in hay are we letting you rush into danger without us! Either we're all going, or we're not going anywhere!"

"Yeah!" Pinkie Pie chimed in. "Besides, a trip beyond Equestria sounds fun! Who knows what exciting new locations we'll see or what new friends we might make?"

"Like it or not, Twilight," Fluttershy spoke up as she and Rarity trotted over. "We're not taking no for an answer. So please, let us go with you."

Reluctantly, Twilight found herself unable to disagree with her friends. She sighed and relented. "Oh, alright. I suppose if you're all this determined to come along with me, there's nothing I can say or do to stop you."

"Hooray!" Twilight's friends all cheered in unison!

The studious alicorn raised up a hoof. "But don't expect it to be all sunshine and rainbows. I don't know much about the lands south of Equestria, but I can't imagine they'll be very friendly. We'll have to be careful."

"Don't worry, Twilight," Fluttershy reassuringly spoke up. "As long as we're all together, we'll be fine."

Just like that, the disagreement was settled. The friends were now setting off on a journey to lands unknown, seeking out a queen they had never heard of before.

As the group of eight trotted off toward the horizon, Twilight Sparkle opted to take one last look at the town of Ponyville. Something swelled up inside of her as she thought of all her friends, all the other creatures, and even her family, all of whom had been captured because of her. Silenty, she vowed. "I will save you all! I promise!"

Author's Note

Something I forgot to clarify in the first chapter for those who were probably confused, I've written Spike as the adoptive son of Twilight ever since my rewrite of "Owl's Well That Ends Well" back in 2015. Obviously, that was years before the show officially established Spike as being Twilight's honorary little brother, but by that point I had written Spike as a son for so long that I didn't want to just abruptly change it to fit the show canon.

Now as for this chapter, I specifically wanted to address why neither the Elements of Harmony or any of the allies the ponies made with other nations were considered, despite when the movie is now canonically said to have taken place. Even if they wanted to focus on the search for Queen Novo, not considering the other options feels like a contrivence. Apparently, Rainbow Power was going to be used in an early draft of the movie, but was later discarded.

I also want to show that the rest of the mane six are taking the journey seriously, whereas in the original movie most of them seemed to treat it more as a fun roadtrip and didn't always seem to appreciate Twilight's concerns. In fact, the movie didn't really dwell much on Twilight's thoughts and feelings aside from when it wanted her to be skeptical of the new friends the others were making. And considering what would happen later on in the movie, I feel like there would be more weight to it if they considered how Twilight was feeling about the invasion and its aftermath.

Part 4: Checking In

Despite the heroic stand taken by Shining Armor and the hooful or so of royal guards, they were no match for the invading army of the Storm King. They were soon defeated, their hooves (and wings and horns for those who had them) bound up with chains. They were promptly led away at spear point.

Tempest could only lament to herself. "This was almost too easy."

Meanwhile, Grubber was learning of a rather troubling development. Some of the grunts working for the Storm King were rounding up the crystallized princesses, preparing to take them to Tempest. There was one just problem: There was only three of them, not four.

"Hey, where's the fourth princess?" Grubber questioned, only to receive a shrug from one of the grunts in reply. "Oh yeah, very funny," He rudely remarked. "The Storm King was very clear in his instructions to Tempest. I know, I was there. He said specifically that he wanted four alicorn princesses, not three. So what happened to that fourth one? Where did she go?"

The grunts could offer nothing in reply but vague gibberish.

The hedgehog frowned. "Well, someone's gonna have to explain to Tempest that we lost that last princess. She won't be pleased, at all."

The grunts all looked at Grubber, and their eyes conveyed more than words what their intentions were.

Grubber gulped and shuddered. "What?! You can't be serious! Why do I have to be the one to tell her?! It was supposed to be your job to capture the princesses! What did you expet me to do?! I'm small!"

But the grunts were quite determined. They seemed to have every intention of making Grubber take the fall for them, whether he wanted to or not.

The little hedgehog sighed as his shoulders slumped and he walked away. "Finnnnnnnnnnneeeeeeee," He let out a long, drawn out sigh. "Thanks for nothing, guys! All I ask for is a little respect, and what do I get: Nothing!"

Meanwhile, Tempest had set up residence within the vacated crystal castle that had previously belonged to Twilight. The hornless unicorn smirked as she said aloud. "So this is where you were hiding out all this time, princess. If only I'd have known, I would've come for you first," She looked down at the ground and scoffed. "How typical: Royalty always hides behind others. And you call yourself the princess of friendship."

Taking in her surroundings and surveying the now immbolized town of Ponyville, Tempest's overall mood did not change in the slightest. She could see all the colorful balloons, banners, and streamers that had been set up for the festival. Not to mention the elaborate stage finely decorated, but currently void of any musical performances. "To think, all this time and effort, wasted on parties and festivals," She coldly hissed. "Meanwhile, ponies like me are left to fend for themselves." And she shook her head from side to side in disapproval.

Just then, the front doors of the castle suddenly swung open! In walked a very nervous and anxious looking Grubber, his entire body already coated with sweat as he panted heavily.

"What do you want from me, Grubber?" Tempest demanded of the hedgehog. "I'm not in the mood for your 'games'."

The little hedgehog gulped, swallowing hard as he stammered. "S-sorry, T-Tempest. B-but... t-there's a... problem."

The hornless unicorn frowned. "What is it, Grubber? Spit it out!"

Grubber reluctantly, nervously answered. "You know those alicorn princesses the boss wanted you to capture? Well, we only got three of them. The fourth is... missing."

"What?!" Tempest exclaimed as her eyes went wide in disbelief! Her eyebrows subsequently narrowed.

Already, Grubber could see the sparks pouring out from the stub on Tempest's forehead. He tried to back away as fast as he could while maintaining an innocent, sheepish smile. "Uh, sorry." A raging blush formed on his cheeks as he spoke.

Rather than reply with words, Tempest concentrated her sudden fury on the hedgehog. A few jolts of electricity singed the tip of his fur, causing him to yelp! Then she took a deep breath as she turned her back to him. "Grubber, leave my sight at once," She coldly told him with a swish of her tail. "And don't bother me again unless you have information about where that fourth princess is. I must find her. I will find her, no matter what it takes!"

"Y-yes, Tempest," Grubber replied as he rushed to the doors. "T-thank you for not yelling at me." And he was soon out of sight.

Mere seconds after Grubber had departed, however, two of the Storm King's goons entered the castle. One of them carried a potion in a bottle that was glowing brightly, emitting a tune of sorts as it did so. Looking to Tempest, the goon said to her. "Urgent call from the boss."

"Well, answer it!" Tempest firmly demanded.

The goons obeyed. They set the potion down on the floor, then carefully removed the cork at the top. A dark blue mist rose up from the vial, and the sound of crackling static filled the air as an image took shape. Soon, within the mist, it was possible to see the Storm King himself. Or rather, his backside.

The Storm King seemed to be unaware that he was facing the wrong way, as he just called out. "Is this thing working? Hello? Anybody there?"

"Behind you, sir." Tempest replied.

Now realizing his mistake, the Storm King spun around, now face to face with the hornless unicorn. In his paws, he held a large staff with a light blue crystal sticking out on the top. "Oh, right," He quickly recovered, coughing into a paw. "Sorry, new technology. Still trying to get the hang of it. Anyway, just thought I'd check in. How are things on your end, Tempest? Have you invaded Ponyville like I asked?"

Tempest firmly nodded. "Yes, sir. And the invasion was a complete success. It's just like you said, the ponies were no match for us."

The Storm King put his paws together, an evil smirk spread across his face. "Good, good. I knew you wouldn't let me down, Tempest. All your training has paid off," He then sighed and lamented. "If only all my associates and subjects were as reliable. I think I need to have a chat with those pirates again, because there's a shippment of Storm King merchandise that was supposed to be here yesterday!" He briefly growled, appearing to lose his cool. But the moment passed and he quickly recovered. "Sorry, sorry. I just get a little worked up when other creatures let me down. You know what that's like, right?"

The hornless unicorn nodded again. "Yes, your excellency."

The Storm King smiled. "So, I take it the opposition has been taken care of? All the alicorn princesses have been captured?"

"Well... not quite," Tempest reluctantly replied, a hint of worry crept into her tone of voice. "I was able to capture three of them. But the one native to Ponyville somehow managed to escape. Rest assured, I'm going to track her down for you. I'll have her back here at the time you arrive in Ponyville."

The evil stayr's smile grew wider and brighter. "Make sure that's the case, Tempest! After all, I'll need the princesses' magic if I'm going to power up this staff!" He held it up. "If the legends are true and this staff really was carved from the Tree of Harmony itself, once it's fully powered I will be unstoppable! The whole world will tremble in my wake!"

Tempest remained silent as the Storm King slowly set the staff back down. Then, she seemed to slowly find her voice again as she asked him. "...Is that all, my lord?"

The Storm King gave a confirming nod. "Indeed it is. Once I've taken care of my little 'issue' with those lazy pirates, I'll set off for Ponyville. And by the time I arrive, I'd better see all four alicorn princesses captured and immobolized."

The hornless unicorn nodded back and bowed. "Consider it done, your majesty. Your wish is my command."

"Excellent!" The Storm King happily exclaimed. Then, suddenly, he saw fit to add. "Oh, and Tempest, one more thing: Remember that I alone have the power to make you whole. I alone can restore what you lost long ago. So serve me well, and you'll get what you deserve. Fail me," His voice took on a low, ominous tone as his eyes seemed to narrow. "And your horn won't be the only thing about you that's broken," Then just as quickly, he returned to his normal, cheerful self as he concluded. "So don't mess this up. 'Kay?" And with that, the image of him faded.

Tempest sighed, reflecting on the orders given to her. It was now all the more imperative that she track down Princess Twilight as quickly as possible. But where to start her search? Where could the princess have fled to on such short notice?

Suddenly, the unicorn mare with a scar across her right eye remembered something: Instructions that another princess had shouted out in the thick of battle. "'Flee south of here, beyond Equestria!'" Just like that, Tempest was certain she knew where Princess Twilight and her "friends" were headed. Trotting over to a nearby window, she thought to herself. "You can run, Princess Twilight. But you can't hide, not from me!"

Author's Note

Considering they clearly intended for Tempest Shadow to be a Twilight expy, and considering Grubber is always by her side as the comedic henchman, it feels weird that they didn't try to make Grubber be like Spike to Twilight and have him constantly be on the receiving end of pain from her. It's even weirder when you realize that Tempest is meant to be serious in contrast to the Storm King's silliness, so why does she need another comedic villain to play off of?

I also don't believe the movie ever stated how Tempest was first put on the trail of Twilight, so I wanted to address that here.

Part 5: Welcome to Klugetown

The journey beyond Equestria's southern border took the six ponies and dragon through a vast desert wasteland that seemed to stretch on miles. There was nothing to be seen anywhere, except for sand and scorching sun.

Naturally, the dry desert heat took a tole on all as they trekked through it. Beads of sweat trickled down the faces of the group, as the hot sand stung at their hooves (and feet in Spike's case).

"Are we there yet?!" Rarity audibly whined in between harsh pants. "We've been walking for so long, I've got sand in my... well... everything!"

"We just have to keep going!" Twilight insisted even as she too was suffering from the heat.

Applejack started to pant, even briefly taking off her stetson to fan her face in the hopes of cooling down just a little bit. "Listen, sugarcube, I'm startin' to think we should just turn back now. Whoever this... Queen Novo is, she may not be worth us pushin' ourselves to the point of collapse, especially if we have to go back across this desert."

Pinkie Pie gave off a nervous smile and a laugh as she held up a skull. "Hey, it's not all bad. I've made a new friend! Look!" When there was nothing but silence, she added. "He's not much of a talker."

Twilight would hear nothing of such arguments. "We're not turning back! We've come this far already! Everypony's counting on us! We have to find this Queen Novo, we just have to!"

Then, in the distance, Rainbow thought she could just make out the faint outline of something. She squinted hard, blinking and rubbing her eyes. "Is that a mirage?" She questioned as she gestured a hoof.

The eyes of the others all fell upon the distant object that had caught Rainbow Dash's attention. It was far away, but it seemed to slowly be coming into focus better with every step they took. Fluttershy hopefully commented. "If it is a mirage, it's a really good one, because I'm seeing it too!"

Pinkie Pie, meanwhile, began to bounce up and down as she excitedly exclaimed! "It's not a mirage! I can see it clear as day! It's a city! We've found civilization!"

"About time!" Spike exclaimed with relief. "I don't think I have much strength left in me to do anything. If nothing else, at least we should be able to find shade and shelter. I could use a rest."

Rarity nodded in agreement as she got a starry look in her eyes! "And you know what they say: Where there's a city, there's a spa!"

Applejack shot a quirked brow at her fashion friend. "Really? Who ever says that?"

Rarity frowned. "You know what I meant! I for one could really do with some pampering right about now!"

So the group walked a little further, the town slowly but surely coming into view fully. In contrast to the bright and colorful cities and towns in Equestria, however, this town looked to be very drab. All its buildings were shades of earthly greys and browns, and all looked to be made of sandstone and bricks. The buildings were so tall that they blocked out almost all natural light, giving the landscape an ominous and gloomy dark brown color to it.

Fluttershy nervously saw fit to ask the nagging question lingering in the back of everyone's minds. "What is this place?"

Twilight halted at the town's edge, her attention drawn to a small sign attached to a wooden post. She read it aloud. "Klugetown."

The fashionista unicorn grimmaced, her lips contorting into a frown. "What an unattractive and unappealing name. Although, it certainly seems fitting given how... run down it seems to be."

Rainbow Dash chimed in. "Tell me about it. This place is a real eyesore, and I've seen my fair share of eyesores!"

The young alicorn decided. "Well, for better or for worse, it's civilization. Let's just hope the locals are in a welcoming mood," And she instructed to the others. "Stay close to me. We're not in Equestria anymore, not telling what we might run into." Then she and her friends, along with Spike, made their way into Klugetown proper.

The ponies and dragon had not been trotting along for long before they came upon a series of dusty, neglected market stands. They were all occupied by these rather unusual bi-pedal creatures that looked like various animals on land and sea. And all of their eyes quickly seemed to be drawn to the newcomers in their midst, their glares staring down at the ponies and the little dragon with seemingly hostile intent.

Fluttershy, though usually quite fond of animals, found herself frightened and on edge just by looking at the residents of Klugetown. And to make matters worse, certain odors eminating from them were making themselves very well known to her nose. "Oh my!" She exclaimed as she held her nose with a hoof. "When's the last time these creatures had a bath?" She whispered.

"Forget what I said about a spa," Rarity whispered back. "Something tells me these creatures would be lucky to have any sort of indoor plumbing."

And Applejack was turning to Twilight as she asked. "Ya sure it was a good idea to come all this way, Twilight? This place is givin' me the creeps." And she shuddered quite visibly.

"One thing's for sure," Twilight decided then and there. "This place doesn't exactly look friendly and welcoming. I doubt any of these creatures know anything about a Queen Novo or where we could find her. I think it's best if we just move on and try our luck elsewhere."

Pinkie Pie wasn't so convinced of that idea. "How do we know for sure these creatures can't help us? We haven't even talked to them yet! Don't forget, we've been outside Equestria before, and made friends with lots of other creatures. We're even friends with the spirit of chaos and disharmony for pony's sake!" She beamed, happily insisting with a wave of her hoof. "If we can befriend him, we can definitely make friends with these new creatures. We just need to get to know them a little better. And I'm just the pony to do it!"

"Pinkie, no, don't!" The young alicorn protested! But it was too late, she could only watch with dismay and disbelief as her pink party planning friend pranced happily towards one of the bi-pedal fish creatures.

The fish creature spun around, finding himself face to face with Pinkie Pie. "Whaddya want?!" He sharply rapped.

The pink coated earth pony, not one to flinch or be easily intimidated by a rude remark, just flashed that bright smile of hers. "We're just passing through town and wanted to say hello, that's all!" She insisted, before turning back to her friends and adding. "Oh, and we're also looking for anyone who can tell us where we can find Novo, queen of the hippos! Can you help us?"

The fish creature snorted and turned his nose up at the pink party pony. "'Round these parts, if you want somethin', you gotta give somethin'. So pay up, missy! I ain't runnin' a charity! Whaddya gonna sell to me to make it worth my while?!"

"Oh, you want payment?" Pinkie innocently replied as she dug into her mane with a hoof, soon pulling out a wide asortment of colorful objects. "I've got a few leftover party favors, some extra streamers, and lots and lots of confetti! Ooh, I also have this!" She reached deeper into her mane, pulling out a framed picture of an earth pony with a grey coat and a grey mane and tail. "A framed picture of my sister, Maud, the bestest big sister ever!"

The fish like merchant only frowned, showing his yellow teeth. "Is that all ya got? Don't you have stormbucks on ya?"

"Stormbucks?" Pinkie Pie blinked in blissful unawareness.

The merchant nodded. "Yup. They're the only acceptable currency around here."

Pinkie's cheerful mood faded ever so slightly as she replied. "Oh. I don't have any of those," When she saw the merchant glare at her she sheepishly added. "But I'm sure we can work something out, right? Right?"

The fish creature only snapped! "Forget it, pony! If you're not gonna pay, I'm not tellin' you anything!"

Twilight then came trotting up, not so subtly using her magic to pull Pinkie aside. "Pinkie, what do you think you're doing?!"

"Trying to get answers, silly." Pinkie replied.

Twilight frowned. "You're gonna get us all in trouble!"

The pink party pony giggled. "Oh relax, Twilight. We're not in any trouble at all."

Yet within seconds of Pinkie speaking those words, several of the other creatures from the surrounding market stands showed up. They all eyed the ponies with greedy looks in their eyes!

Twilight growled, narrowing her eyes at her pink party friend. Pinkie, for her part, could only nervously giggle as she realized the very uncomfortable situation she'd unintentionally put herself and her friends in.

Unbeknownst to everyone, one creature was eyeing the scene from afar. This creature was quite curious about the ponies, especially given how brightly colored they seemed to be. Suddenly, the gears in his mind started to turn. "Ponies, huh? Interesting." It said to itself, and started to scheme. It was going to win over those ponies no matter what it took.

Meanwhile, back at the market stand, the merchants encircled and surrounded the ponies, causing quite a scene. The fish like merchant was the first one to speak up. "I call dibs on the pink one! She owes me money!"

Twilight stomped a hoof down! "I beg your pardon?!"

"You heard me!" The fish creature angrily retorted! "I told her to pay up or else!"

"Well I hate to break it to you, but we're not for sale!" Twilight sternly objected. "We don't want any trouble."

"Well too bad, you just found it!" The merchant growled.

Another merchant then shouted. "I want the one with the wings and the horn, she looks important. Bet she'll fetch a good price on the market."

"Forget the ponies, I want the little dragon." A third merchant chimed in.

And one merchant even vowed! "I'll pay fifty stormbucks for the whole lot of 'em! I want 'em for my collection!"

"Twilight, what are we gonna do?!" Spike nervously asked as the circle of merchants grew closer and closer.

Twilight kept her horn charged and at the ready, continuing to plead with the merchants. "I'm warning you all now. Leave us alone, and no one gets hurt! We're sorry for bothering you. If you let us go, we'll leave and never bother any of you ever again."

The first merchant just laughed in reply. "Talk is cheap, pony! It'll do you no good! No outsider who's come to Klugetown has ever left the same way they came in! You'll all be no different!"

Yet before anyone could say or do anything else, there came a sharp, sudden whistle. A masculine sounding voice cried out. "Hold it! Hold it! Hold it! Let's all just back up it, now!" Emerging from an alley was a large, bi-pedal cat creature wearing a red jacket with three buttons on the collar. The cat had orange fur with dark brown stripes, dark blue hair, and greenish-yellow eyes.

The cat quickly placed himself between the ponies and the merchants, telling the merchants. "I think you'd better let these ponies go."

"Fat chance, Capper!" The fish like creature taunted in reply. "You should stay out of this!"

"Hey, I'm just trying to keep you all from making the worst mistake of your lives," "Capper" insisted. "I mean just look at them. You think those bright colors are natural? Un-uh. These ponies and their dragon, they're infected with a disease: Rainbowanitis Coloritis. And it's contagious to creatures like you," As he spoke, he was secretly dipping his tail into some bluish-green paint, before applying it to one of the merchants. "Now, as long as none of you are covered with spots, you'll all be fine," Then he pretended to just now notice the spots he'd painted on the merchant and gasped! "Uh-oh! It's too late, you've been infected!"

The merchant gasped as the others all recoiled in fright! "W-what should I do?!" He frantically asked the cat.

The cat just ominously replied with a wince. "Enjoy your last moments. Oh, and don't touch anyone, because parts will fall off!"

The fish creature's face turned bright pink at the realization! He hastily ran off, screaming and hollering hysterically! The other merchants dispersed soon afterward, none of them wanting to come anywhere close to the ponies and dragon.

Now alone with the seven newcomers, the cat flashed a knowing wink at them. "It's okay, you're safe now. You're welcome, by the way."

Author's Note

Something I'm going to try to fix throughout this rewrite is the portrayals of Pinkie Pie, Rainbow Dash, and Rarity. The movie has them more or less stuck in their default personalities, and some even said that the movie made Pinke Pie and Rainbow Dash rather dumb. With many of their antics being what gets the mane six into trouble, and their better attributes not always shining through, it's a valid criticism.

I also feel like, even if the movie wanted Capper to save the mane six, it ignored the very obvious fact that some of them could try to defend themselves. And I'm also trying to give Applejack and Fluttershy more to say and do, since the movie did so little with them that there were unfounded rumors that they were going to be offed.

And I don't believe that Klugetown was ever named as such on-screen, not even retroactively.

Part 6: The Friend You Need

For a moment, the ponies and dragon were left in a state of stunned silence. This mysterious cat creature calling himself Capper had apparently saved them from what could've been a very nasty fate. And none of them knew why.

Capper smiled, twiddling his whiskers with one of his claws. He then bowed to the ponies. "I know what you must be thinking: Just who is this tall, handsome stranger who saved our lives? Well it's none other than Capper Dapperpaws, at your service!"

"Well... Mr. Capper." Rarity was the first to find the courage to speak up.

Capper replied with curotesy. "Just Capper, please. After all," He flashed a knowing wink. "We're friends now, aren't we?"

"Friends?" The ponies all blinked in unison.

The bipedal cat nodded. "I didn't stutter, did I? You ponies certainy looked like you were in need. And a friend in need is a friend indeed."

Twilight cleared her throat, eyeing the newcomer with suspicion. "Well, Capper, thank you. But we didn't need your help. We could've easily gotten out of that situation by ourselves. We're not helpless damasels."

"Whatever you say, ladies," Capper purred. "If it wasn't for me, you'd have all been sold off to the highest bidder, along with that little dragon friend of yours."

Spike snorted, blowing smoke out of his nostrils. "For your information, Capper, I am not just a 'little dragon'. I'm these ponies' best friend! And I'm also Twilight's son."

Twilight nodded. "I was just about to mention that," She turned to Capper. "So if it's all the same to you, I think we'll just be leaving now. I think we've seen enough of Klugetown to know that it's not a friendly place, especially for outsiders."

Capper chuckled. "Oh, leaving so soon? At the least tell me what brings nice ladies like you all the way out here."

The young alicorn firmly and sternly replied. "That's none of your business."

But Rarity spoke up, not so secretly shoving Twilight aside. "You'll have to forgive Twilight, Capper, she takes a bit longer than the rest of us to warm up to strangers like you."

Twilight's mouth dropped open in shock! She couldn't believe how naive Rarity was being right now! And it seemed like almost all of the rest of her friends were being taken in by his charm, despite the fact that they knew nothing about him.

Capper just grinned. "Oh, I don't blame her. In a place like this, it can be hard knowing who to trust. Luckily for you, I'm just the sort of gentleman you can trust."

"Is that so?" Fluttershy asked in a hopeful tone of voice.

Capper nodded. "Yes indeed. After all," He cleared his throat and began to sing:

This town is not a nice place,

For little ponies all alone.

There are lots of twists and corners,

That could lead to the unknown.

As Capper was singing, he repeatedly sought to show just what he meant. He was even emphasizing how many dark alleyways Klugetown seemed to have. Yet he kept on singing, quite unconcerned about anyone overhearing:

Let me guide your way,

And I'll be sure to help you through.

You could really use a friend out here,

And luckily for you...

Pausing only for a moment to catch his breath (and to build dramatic effect), the cat continued to sing:

I'm the friend that you need,

When you're lost and don't know what to do.

I'm your pal, your amigo,

Useful and resourceful, too.

And my help, you'll concede,

Is a plus guaranteed.

You can call and I'll come running!

Just follow my lead,

'Cause I'm the friend you need!

As the singing continued, Capper began leading Spike and the ponies (including a very reluctant Twilight) along. And as he did so, he occasionally gestured to some of the merchants he had earlier scared off. They seemed to be in on his muscial act, as they were singing their sentiments:

He's a friend.

Quite a friend.

He's a friend indeed!

The bipedal cat paused only on occasion while singing to show his new friends where to go and where to stay away from. And as he did so, he visualized himself not unlike a hero performing heroic feats of bravery and strength, singing loudly:

You need a bud to spot the danger.

A pal to stop the creep.

A chum and not a stranger to assist.

You need a bro who is cunning,

That can help you take the leap!

A friend who knows what's lying in the mist.

He continued singing, tayloring his lyrics to appeal to the likes of Fluttershy and Rarity:

Don't fear these darkened alleys.

They're scary, yes, I know.

Why, you could use a friend,

To protect you wherever you go.

And such a dazzling beauty,

Covered in dirt and muck.

But now your fate is changing.

Now you are in luck!

Literally rolling out a red carpet for the ponies, Capper sang proudly once again:

'Cause I'm the friend that you need,

When you're lost and don't know what to do.

I'm your pal, your amigo.

Lookin' out for friends like you!

As the singing continued, Capper led the ponies to a large windmill like structure. And as they and Spike all climbed into a lift to take them up to the top of said tower, the cat sang:

And my help, you'll concede,

Is a plus guaranteed.

Just call and I'll come running!

We'll say it's agreed...

When Capper was certain the ponies weren't looking, he paused briefly in his singing to talk to a mole like creature. He gave the mole a card and whispered. "Here. Give this to Verko and tell him: My place, twenty minutes. Let's just say I've got something that'll 'magically' erase all my debt." He delivered that last part of the sentence with a knowing wink.

"Hey, Capper, you comin'?!" Rainbow Dash hollered from above!

Capper hollered back. "Yeah! Just a moment! Just had somethin' to take care of." He then pulled a lever and climbed into the lift basket that would take the ponies up to the top of the windmill. And as loud as he could he sang:

'Cause I'm the friend you need!

With the exception of Twilight and Spike, everyone seemed to be won over by Capper's charm. And they started singing his praises (Rarity especially):

He's a friend.

Quite a friend!

He's a friend indeed!

When the singing had ended, Capper brought his guests up to a small room on the upper levels of the windmill. It was a bit drab looking and full of dust, but it also looked surprisingly inviting. Rich colors of red, yellow, and orange stood out in bold detail, a far cry from the drab, faded colors of other buildings throughout Klugetown.

Capper bowed and cleared his throat. "Welcome to my crib, ponies. Me casa 'es sue casa and all that humble jazz."

Rarity was immediately impressed by such an expression! "Ooh! I never would've imagined a creature like you could be so fluent in other languages, Capper."

The cat smiled, ignoring the harsh glare Spike was shooting him. "Well, I dabble a little bit. Cat's gotta make a living, right?" He chuckled and went on speaking. "Apologies for the state of my litter box, but I wasn't exactly expecting company."

Applejack's eyes were drawn to the many vases scattered throughout the room. "Are all these things yours?" She asked Capper.

Capper nodded. "Uh-huh. Practically took me a lifetime to get my paws on them."

"So, what exactly do you do for a livin' around here?" Applejack questioned the cat. "You some kind of peddler?"

Capper vaguely replied. "You could say that. I prefer the term 'Influencer'. You saw my talents back there. And that was some of my finest work."

"Wow!" Everyone except Spike and Twilight exclaimed in unison, apparently quite impressed!

Fluttershy then trotted towards one of the vases. Curiously, she touched a hoof to it, only to let out a gasp as she saw it start to wobble!

Capper quickly rushed over and righted the vase before it could fall. "Ah ah, look but don't touch. Those things are extremely valueable, not to mention fragile," Then he turned his attention to the one pony he had yet to win over. "Say, is there something different about you? I don't know what it is, but you seem important."

"Not that it's any of your concern, but I'm a princess," Twilight replied in a netural tone of voice. "I appreciate your hospitality, Capper. But we really must be going."

"Oh, what's the hurry?" Capper questioned in what sounded like concern (and not the genuine kind either). "Got somewhere you need to be?"

Pinkie Pie spoke up and bluttered out! "We're trying to find Novo, queen of the hippos! Twilight was hoping we might find someone here who knows something about that!"

The cat put a paw to his chin, apparently considering something. "Novo. Can't say that rings any bells for me."

"Just as I thought," Twilight frowned. "You don't know anything. Further proof that we've wasted enough time here," She flicked her tail. "Come on, girls! Let's get out of here! We'll just have to try our luck somewhere else. Hopefully, somewhere far more friendly."

But Rainbow Dash swooped over and landed in front of Twilight! "Hey, you can't just up and leave like this! What's your deal with Capper, anyway?! You don't trust him?!"

The young alicorn reluctantly replied. "Forgive me if I'm not convinced of his sincerity. He's acting like he knows more than he lets on."

"Ah, you're thinking too much, Twilight," Rainbow insisted with a wave of her hoof. "He saved our rumps back there, and you know it. Besides, some of us," She gestured to Rarity and Fluttershy. "Seem quite convinced he's for real. And so what if he doesn't know how to find this Queen Novo character? Maybe he knows someone who does. Ever think of that?"

"W-well... no... but..." Twilight trailed off, unable to gather her thoughts.

"Then it looks like you're outvoted, Twi!" Rainbow snorted as she swished her tail against the alicorn. "You do whatever you feel like doing. The rest of us are gonna use this opportunity to relax. We're not gonna save Equestria if we constantly worry and rush ahead. Plus, we've always got the Elements of Harmony to fall back on."

The alicorn princess could only sigh, looking down at the ground in dismay and disbelief. Much as she didn't want to admit it, Rainbow's words had stung.

As if he sensed the feelings swelling up inside her, Spike not so secretly made his way over to Twilight. "What's wrong, Twilight?" He asked her.

Twilight glumly confessed. "You know what's wrong. All our friends seem quite convinced Capper can be trusted. But for some reason, I can't bring myself to do the same. And I'm supposed to be the princess of friendship."

"Hey, you're not perfect," Spike pointed out. "It's hard to trust strangers, even ones that seem nice."

The young alicorn unhappily sighed. "Maybe."

Spike then questioned. "So, what, you're gonna just leave our friends behind and go off alone?"

Twilight shook her head from side to side. "I can't do that, Spike. They all came on this journey specifically to be with me. I didn't get to where I was by turning my back on them."

"Twilight, you remember what happened the last time you constantly put the needs of others before yourself?!" The little dragon nervously sought to remind her. "If you're really so worried about all the friends we left behind, no one will blame you if you decide to carry on by yourself. Maybe it's better this way: They can all stay here with Capper, and you can search for Queen Novo without distraction."

"I'm not gonna do it, Spike!" Twilight protested. "For better or for worse, Capper seems to have them won over. I owe it to them to give him the same benefit of the doubt they're showing him. I couldn't call myself the princess of friendship or a good friend if I wasn't willing to do that," She sighed, taking a deep breath. "We'll stay here, for now. At least we can take comfort in the fact that we've given the Storm King's army the slip."

But Twilight had no way to know that she was wrong. The Storm King's army was already in pursuit of her and her friends. It hadn't taken long for Tempest to give the order to track down her prey. And with the aid of the same zeppelins that had brought her to Ponyville, she had followed the tracks of Princess Twilight and her friends until at last they led her to Klugetown.

The zeppelins landed on the outskirts of the city, and Tempest departed soon afterward with Grubber by her side, much to her annoyance. "I don't need to be babysitting you, Grubber! And you don't need to be by my side! I can handle this by myself, thank you very much!"

Grubber was not one to take no for an answer. "Aw come on, Tempest. You know I'm your only friend. And you're my friend too. That means we gotta look out for each other."

Tempest scoffed. "Whatever." And she trotted into town.

Grubber gave off a nervous gulp as he followed Tempest closely behind. "Are you sure the ponies even came here, Tempest? I mean, they could easily be long gone by now."

But the hornless unicorn soon spotted something near one of the stalls. It was a strand of mane hair. Not just any mane hair either, it was a mane hair a shade of bright pink. She knew instantly who that hair probably came from, and a smile spread across her face at the realization. "No, they're here. I can feel it. And I'll bet someone in this... town," She rolled her eyes. "Will know where to find them."

As if the very universe itself had heard the unicorn's remarks, at that very moment a fish-shaped merchant happened to come walking past Tempest and Grubber. The merchant was muttering to himself without a care in the world. "Stupid Capper! I can't believe I actually fell for that! 'Rainbowanitis Coloritis', even a five year old could come up with a better name! There's nothing contagious about those ponies! Knowing him, he's gonna sell them off to Verto to make a fast storm buck or two."

Tempest spun around, trotting up to the merchant and tapping him on the back with a hoof. "Beg your pardon," She spoke in a slow, ominous tone. "Did any of those ponies happen to be a princess? Did they say anything about where they were going?"

The merchant snarled, his foul smelling breath filling the air as he glared at Tempest. "And what if they did? Why should I tell you anything?" He snarled. "I think I'm gonna keep you as my pet. No, my glorified pack mule!"

"I wouldn't recommend it if I were you," Tempest warned. "I'm not a pony to be triflied with."

"Ooh, big talk from a freak like you!" The merchant remarked with fake worry.

The rude remark seemed to stir something deep inside Tempest as her eyes narrowed. "What did you just call me?" She questioned the merchant.

The fish-like merchant replied in an unconcerned tone of voice. "You heard me! You're a freak! At least two of those other ponies had horns. You've got only a tiny little stub. And with that's mark on your face? You trying to make yourself look tough? Well you're not! You're just a freak!"

Tempest's response was to admit a low growl as the stub on her head began to sizzle and crackle ominously.

Grubber rubbed his paws together as he emitted a wicked laugh. "Oh, you're in for it now, bud! You shouldn't have made Tempest angry, because trust me when I say: You won't like her when she's angry."

"You think that scares me?!" The fish-like merchant growled in response, apparently not intimidated in the least.

Tempest just replied in a low tone of voice. "It should." Then she quickly raced around the merchant, grabbing him by the tail and hoisting him into the air! She subsequently brought him back down, causing him to impact the ground with a thud and kick up dust!

Grubber winced, shielding his eyes with his paws. "Ooh! That was harsh!"

Tempest then trotted up to the merchant as he lay face down in the dirt. "Now, let's try that again, shall we?"

Author's Note

I should clarify for those who may not be familiar with my channel that I'm one of the ones who like the movie as it is. It's not my favorite animated movie ever or even in the top ten, but I do like it (and I like A New Generation too for that matter, which seems to be the more praised of the two). But I'm also willing to admit it has flaws, flaws that I'm specifically hoping to address with this rewrite.

The biggest issues for this section are two fold. One is related to Grubber, who in the original movie always ends up undercutting any tension Tempest might have by making unfunny jokes, and being utterly useless aside from one scene that could've gone to any other character. The second is Twilight's characterization: The movie seems to have a hard time deciding whether to make her the cynic that will be proven wrong, or the only sane one who will be proven right. The movie seems to have tried to do both, and ended up in this weird middle ground.

I'm trying specifically to make Grubber akin to Spike for Tempest, drawing parallels between what he is to Tempest and what Spike is to Twilight. And for Twilight, I'm trying to address her behaivor, as well as the lack of concern the rest of the mane six seemed to show during the movie.

Part 7: Getting Out of Town

If Twilight and her friends had known that Tempest was onto them, they probably would've been much more concerned then they currently were. Alas, there was no way they could know what their enemies knew, so the ponies (or at least all of them except Twilight) believed they were safe for the time being.

Now rested and refreshed, the ponies were content to make the most of Capper's hospitality. Rarity in particular had her attention drawn to the cat's jacket, and a detail that clearly bothered her. "Goodness! Your jacket's got a hole in it!" She exclaimed as she lit up her horn.

Capper, apparently unconcerned, replied. "This? It's nothing. Really. It's been that way for as long as I can remember."

Rarity wasn't convinced as she used her magic to bring up a sewing needle. Despite not having access to her ruby red sewing glasses, she could easily see the hole and how to fix it with some thread. "I simply cannot let such a crime against fabulosity go uncorrected! This shan't take more than a minute." She firmly insisted. Sure enough, the fashionista had the hole sewn up in the blink of an eye.

Capper seemed to be impressed as he admired the fix. "Wow! You're... really good at that."

The fashionista unicorn was happy to bask in the cat's praises. "It's the least I could do after you so kindly took us in."

Capper then questioned. "So, what do I owe you? Name your price."

But Rarity blinked and innocently replied. "Price? Don't be ridiculous, darling. This repair won't cost you a thing."

The jacket wearing cat was far from persuaded by such an argument. "Yeah right, that's what they all say. There's gotta be a catch. If I don't have to pay you money, what do I have to give you?"

"Nothing more than a smile and a thank you," Rarity innocently insisted. "Your gratitude is the only payment I need."

"...Well, thanks... I guess." Capper nervously replied. He was beginning to have second thoughts about his plans for the ponies. They had been so kind to him even when they had no reason to be. And here he was, taking advantage of their trust in a way they didn't suspect. Was he really about to hand them off to Verto just to settle a long overdue debt?

Capper didn't have long to dwell on such conflicted feelings, though. For suddenly, he heard Twilight loudly exclaim! "Aha! I knew you were hiding something!" He spun around in time to see the princess holding up an old map that depicted a huge mountain off in the distance. "It says here that this map leads right to Mount Aris. And it also says it's where we can find Novo, queen of the hippogriffs."

Spike snorted as all the ponies now turned their attention to Capper, who was trying his best not to look guilty.

Pinkie Pie was heard to exclaim! "Oh, hippogriffs! Why didn't we think of that before?! Of course there's no queen of the hippos, that's just silly!" Yet she briefly gazed off into the distance and seemed to say to no one in particular. "Or maybe it's totally true."

Capper, for his part, tried desperately to regain control of the rapidly detiorating situation. "Uh, that map's really old. It's not to scale."

"Then what's that out the window?!" Twilight gestured a hoof. "Sure looks like a mountain to me." And indeed it was. Just before the horizon, it was possible to make out the faint outline of a mountain.

The jacket wearing cat gulped, realizing he'd been exposed as a liar. Nervously, he tried to recover. "Uh... objects in the window are closer than they appear?"

Twilight wasn't fooled. She just rolled her eyes and stood up. "Likely story," She then instructed to her friends. "Come on, girls. We've wasted enough time here!"

Yet just as the ponies reached the door of Capper's house, they were surprised to be greeted by a bipedal mole like creature. It wore glasses that were crooked, a black top hat, and a matching black jacket. "Here's Verto!" The mole exclaimed in a raspy, male sounding voice. The ponies jumped back momentarily in fright.

Verto smiled as he strolled into the room, fixing his gaze on the ponies. "You can consider your debt forgiven, Capper. These ponies will fetch a fine price on the market," He then cackled with glee, gesturing a paw outside to where several large wagons with iron bars stood at the ready. "Come on, ladies. The carriage awaits."

Rarity let out a dramatic gasp and glared at Capper! "You're selling us into slavery?! And after everything we did for you!"

Capper gulped and looked down at the ground in shame. "W-well, a cat has to make a living, doesn't he? A-and when you get in deep with Verto, you gotta take whatever chances you can get."

"Exactly!" Verto replied as he approached the ponies. "Selling you all is gonna make me a mint!"

"Good, because you need one!" Rainbow Dash exclaimed as she fanned a hoof across her face! "Your breath stinks!"

Verto just growled! "That's enough talk, ponies! As of today, your lives of freedom are over!"

But Twilight only replied by lighting up her horn, making it glow. "Sorry to disappoint you, Verto, but we're not for sale. We were just leaving anyway."

At that very moment, however, an ominous laugh that was vaguely familiar to the ponies reached their ears. And then, who should show up but Tempest Shadow in all her hornless glory? "On the contrary, princess," She taunted with what sounded like glee. "You will go nowhere," Then she snickered. "Trusting strangers, are we? Your first mistake, soon to be your last."

"You again!" Twilight exclaimed in disbelief as she watched several of the yeti-like creatures that had attacked Ponyville show up.

Tempest smirked. "You didn't really think you could get away from me, did you, princess? No one escapes the Storm King. No one!" She then turned to Verto. "Listen up, mole man. I'm taking these ponies, and their little dragon too. The Storm King will reimburse your for your loss."

But Verto only replied by grabbing Tempest, rubbing his paws all over her face as he gleefully proclaimed. "Actually, I have a better idea in mind. Forget those ponies, you're the one I want. The Storm King will pay anything to get his precious enforcer back."

The hornless unicorn narrowed her eyes. "You're making a terrible mistake."

"Oh really?" Verto taunted. "What tricks can you do, my little pony-wony?"

"I have a 'trick' in mind." Tempest remarked. Seconds later, lightning shot out from the stub on her head! It sizzled and crackled ominously as it flowed through Verto, electrocuting him to the point where it charred his fur!

When the blast faded about a moment later, Verto coughed as black smoke rose from his body. "That's a good trick." He weakly stated, then fell to the ground and collapsed into unconsciousness.

Having taken care of Verto, Tempest now turned her attention back to her original targets. "Sorry for that 'interruption'. Now where were we?" Yet her eyes quickly discovered that the ponies had disappeared in the brief amount of time she had been distracted! She growled and furiously stomped a hoof! "No! This isn't happening! I won't lose them again!" She shouted to the guards! "Find them, now!"

As for Twilight and her friends, they had miraculously managed to escape while Tempest had been busy with Verto. Thinking quickly, Twilight led them all onto the blades of the windmill, and using her magic she pulled it free from its foundation! They were soon rolling through town with the runaway windmill blades, building after building collapsing in their wake, until eventually the blades slowed to a halt and fell to the ground with a crash!

There was very little time for anyone to rest and catch their breath, however, because Tempest and the Storm King's army were hot on their tails! So the friends ran! They had no particular destination in mind, they just knew they had to get out of Klugetown and fast!

Then, ahead in the distance, Twilight thought she saw something! It looked to be an airship of some kind, but nothing like the zeppelins that had brought the Storm King's army to Ponyville. The airship was currently docked, though it looked like that would soon change. "We have to get onboard that airship!" She shouted to her friends!

"Are you crazy?! We'll never make it!" Applejack hollered back!

But Twilight firmly and stubbornly insisted! "Yes we will! We have to hurry!" And after quickly surrounding herself with her friends, she lit her horn and teleported them away. Just a second or two later, she brought them to the dock where the airship rested. It was just beginning to pull out, the rope that had held it to the dock having been set aside.

Thinking quickly, Twilight grabbed the rope and hurled it towards the back of the airship. It managed to catch on, forming a narrow tightrope that led from the dock to the airship.

Fluttershy gulped, looking down at the ground below. "I don't know about this!" She nervously remarked.

"It's our only option!" Twilight protested! "Go, now!" And she ushered her friends along it one by one.

The crossing to the ship proceeded mostly without incident. That is, until the rope suddenly snapped as Pinkie Pie was bouncing across it! The pink party pony started to scream as her hooves flailed in the air, desperately trying to grab hold of something, anything! But there was nothing to grab!

"Pinkie!" The young alicorn shouted in horror! She hurridly rushed off the dock and unfolded her wings as she grabbed the rope in midair, all the while using her magic to grab hold of her pink party planning friend! The two practically tumbled onto the deck of the ship just as it began its ascent into the clouds.

Pinkie and Twilight had to pause for a moment to catch their breath. Pinkie was then the first to find the courage to speak. "That was... scary! I think I saw my life start to flash before my eyes!"

"We're never doing that again!" Rarity stubbornly protested.

Applejack then made a shushing motion with her hooves. "Keep it down!" She harshly whispered. "We don't even know who this ship belongs to, or where it's goin'."

Rarity snorted. "Anything's better than staying in that foresaken place!" She turned to Twilight. "You were right all along. We should've listened to you."

The young alicorn could only sigh. "I hate it when I'm right."

As for Tempest, she and the Storm King's army managed to reach the dock just in time to see the airship disappear into the clouds. Tempest seethed with fury, the stub on her forehead crackled and sizzled as lightning bolts repeatedly shout out from it! "They got away again!" She roared in dismay and disbelief! "This can't be happening!"

Grubber gulped. "T-Tempest, calm down! Please!"

"No! I'm too angry!" Tempest exclaimed as she stomped her hooves down, not caring in the least for the scene she was making! She was only snapped out of her rage when she was notified of the arrival of Capper, his paws bound with chains to prevent him from escaping.

"Let me go!" Capper furiously demanded with a hiss!

Tempest turned her attention to the captive cat. An idea came to her. "You must know where those ponies were headed. Tell me where they're going, and I'll gladly let you go."

"Oh, is that all?" Capper replied with a laugh. "Well why didn't you just say so? They were headed..." But then he hesitated as he happened to look at the recently repaired sleeve of his jacket. An idea seemed to come to him all of a sudden. "West! Yeah, that's it! They were headed west!"

The hornless unicorn pressed her captive further. "You're sure about that?"

Capper didn't flinch. "Oh yes, definitely," Then he turned away. "Glad I could help you. Now set me free." But the guards refused to loosen the chains that held him captive. They pointed their spears at him and started poking him.

Tempest just slowly and ominously replied. "Once I have my princess, you're free to go. Until then, your fate is... up in the air."

Grubber then smirked as he said to Capper. "Hope you're not afraid of heights, kitty cat!" And seconds after he spoke those words, a large zeppelin with the Storm King's logo appeared overhead.

Author's Note

Pinkie Pie breaking the rope and not being concerned for her safety are two things I wanted to change here. I also wanted to at least explain a little about Capper's unspecified debt to Verto.

Part 8: Pirates Ahoy

There was very little time for the group of seven to get their bearings and catch their breath. They now found themselves onboard an airship, bound for who knew where, and with a crew they currently didn't know about. It was anyone's guess as to whether the ones running the ship would be friendly or not.

Fortunately, they didn't have long to wait. Applejack suddenly gave a hushed whisper and said. "I think I can see some of the crew," She gulped. "They don't look friendly at all."

Twilight hesitantly crept forward, peeking out from a gap between two large barrels. The others followed close behind. Soon, they could see that the ship was apparently run by bi-pedal parrot creatures. Most of them had feathers in varying shades of sea green, grey, black, and occasionally orange. But rather ominously, they all seemed to be wearing eyepatches, and wore black hats that had a skull and crossbones etched into them.

It didn't take a genius to realize what these parrots likely were, and thus what kind of ship this was. "Pirates?!" Rarity remarked in shock.

Twilight groaned. "Just great. We've gone from one bad situation to another." And as she spoke, she and her friends were utterly repulsed to see one of the pirates scratch their behind with a bare claw.

Fluttershy hesitantly looked to Twilight and asked her. "So, what's the plan? How are we gonna get out of this?"

Pinkie Pie sheepishly spoke up. "Who knows? Maybe they're friendly pirates?"

"Have you ever met pirates who were friendly?" Twilight snapped back in a harsher tone than she intended. "No telling what they'll do if they find us," She then decided. "We'll just have to lay low and stay out of sight."

"You call that a plan?!" Rainbow Dash harshly spoke up!

Twilight hastily moved to shush the rainbow maned pegasus! "You got a better idea?!"

Rainbow swallowed hard. "Well... no... but..."

The young alicorn sighed. "But nothing, Rainbow. It's bad enough we're being chased by the Storm King's army. The last thing we need is to make more enemies."

"But don't you see? Maybe the pirates can help us!" Rainbow Dash stubbornly insisted! "We need an army of our own, right? Who better than pirates to help us drive off our enemies? Isn't there a saying: The enemy of my enemy is my friend."

Twilight wasn't convinced for a second. "They're pirates, Rainbow Dash! They're not going to help us! Now keep it down, you're gonna give us away!"

Unfortunately, the princess' warning came too late. Suddenly, the barrels and boxes behind which the ponies and dragon had been hiding were moved! Just like that, they were now face to face with the pirates. And sure enough, the pirates were anything but pleased to discover the intruders.

"Looks like we got ourselves a couple of stowaways!" One pirate laughed before turning to the others. "What should do we do with 'em?"

A pirate with a gruff, low sounding voice proposed. "I say we clip their wings! Those of 'em that got wings, anyway."

Fluttershy gasped in horror at the suggestion!

Rainbow Dash defiantly yelled! "I'd like to see you try!"

Another pirate suggested. "Forget clipping, we should scar 'em... emotionally."

But a third pirate objected, informing the others. "It's not for us to decide. It's up to Captain Celaeno to determine their fate," To the ponies he then grinned. "Only fair to warn ya, the captain never shows mercy."

And mere seconds later, out strolled a female bi-pedal parrot creature who was larger than the rest of the pirates. She had a noticeable wooden peg leg on the right side of her body, and wore a very dark red hat. She had a greenish-gray coat that looked like foam you might see on waves, her eyes were the same shade of dark red as her hat. Her hair consisted of pale, light grayish-green locks, while her tail had grayish emerald green and sap green locks. A gold earring hung on her left ear. This had to be the "Captain Celaeno" the other pirates had mentioned.

The captain held a large book in her claws, reading aloud from it in a somber, stern tone of voice. "In accordance with the Storm King's rules: All stowaways are to be tossed overboard."

"But captain!" One of the pirates spoke up. "Some of 'em got wings, just like us."

Captain Celaeno only coldly replied. "Just tie 'em up real tight, make sure they can't move a muscle. Then we'll make 'em walk the plank and throw them overboard," She set the book down and clapped her claws together. "Quickly now!"

Before Twilight and the others could react to their sudden change of fate, they were all tied tightly together with ropes and brought to the edge of a large, wooden plank that extended off the right side of the ship. They couldn't even see the ground below, that's how high up they were. Was this it? Was this how their journey and their lives ended?

Suddenly, a steam whistle sounded off in the distance. The pirates all stopped what they had been doing upon hearing it. "Break time!" They all shouted in unison.

Captain Celaeno then turned to her captives. "You heard 'em, stowaways. We're on break now. So come with us, and enjoy your last meal." She then disappeared towards the back of the ship, and the other pirates joined her with only one staying behind to untie the captives (for the time being).

All were shocked, but none more so than Twilight. They had been at the pirates' mercy, and yet these pirates had opted to spare them, at least temporarily.

Just what was it with these pirates?

Author's Note

There really isn't anything that needed to be changed with this scene, but I did still tweak things a little bit.

Part 9: Time to be Awesome

As it turned out, the "meal" the pirates had been referring to consisted of little more than birdseed and some rather unpleasant looking slop. The pirates didn't seem to care, but to the ponies and to Spike, they had no desire to eat anything that was put on their plates. If this was to be their last meal, they would rather go hungry.

The pirates and their captives hadn't been sitting down at table for very long before Rainbow Dash opted to break the silence. Against her better judgement, she asked the pirates. "So... you guys stopped just to eat?"

Twilight gave her pegasus friend a side eyed glance. She couldn't believe Rainbow of all ponies was looking this gift horse in the mouth by asking questions.

Captain Celaeno looked up from her pile of birdseed and eyed her chatty captive. "Well... yeah. It's the only break we're allowed to have. Storm King's orders. We get one meal break, and that's that. Trust me, with a guy like him, you're better off taking what you can get and not asking for anything else."

Rainbow apparently wasn't satisfied with such a response, she opted to keep on pressing (it apparently didn't occur to her that it might be better to stay quiet). "But you guys are pirates, right?"

"Used to be." Captain Celaeno said with a sad sigh.

Another pirate spoke up. "We much prefer the term: Swashbuckling adventurers. But I'm sad to say, our adventurnin' days are over."

The brash speedster questioned. "Let me guess, because of the Storm King?" All the pirates nodded back to her in reply, even pointing a claw to the back of the cabin where a portrait of the Storm King hung on the wall. "But why are you working for him if you hate him so much?"

One of the pirates grumbled. "We didn't have a choice. At first we didn't really get involved with him. We'd mind our own business and he'd mind his. 'Course, wasn't long before we started tangling with him. Never met him face to face: We'd just launch quick little hit and runs. We'd swoop into towns he'd conquered, take whatever we could get our paws on, and retreat back into the clouds before he even knew we were there. We all thought the good times would never end, that our luck would never run out. But it did. Eventually, he caught us. And when he did, he made it quite clear what our options were: Either serve him wilingly, or he'd blast our ship out of the sky and take all the loot for himself."

Rainbow protested. "And you just let him walk all over you like that?! You guys are pirates! You're supposed to be fearless!"

"At least this way we keep our ship, and we're still in one piece," The pirate from earlier remarked. "The Storm King, however, he still gets on our case no matter what. Wasn't long ago he was giving us an earful because some of his merchandise he was asking us to carry wasn't showing up when it was supposed to."

The rainbow maned pegasus was utterly astounded by such a statement. "He has merchandise?!"

Captain Celaeno slowly nodded. "Yup. The only thing he loves more than the sound of his own voice is seeing all the things made in his likeness," She briefly glanced to a corner of the cabin where plushies of the Storm King sat in neglected condition. "I don't like it any more than the rest of my crew," Another sad sigh escaped her lips. "I don't even know why I'm telling you all this. Guess I just wanted to get off my chest. It's not like it matters, none of you will be going anywhere."

But Rainbow Dash felt like she had heard quite enough! She rose from her seat and pounded the table, looking the captain firmly in the eyes! "Don't you see?! The Storm King doesn't care about you! So why put up with him?! He's not here now, he can't tell you how to live your lives! I say it's time you cast off those shackles! Go back to being the pirates you were always meant to be!"

The captain lamented. "If only it were that simple. We've been out of the game for so long."

The brash speedster would hear nothing of such an argument! "Perhaps you just need the right motivation. And luckily for you, I'm just the sort of pony to give it." Then after taking a deep breath, she strolled across the length of the table and began to sing:

I know the world can get you down,

Things don't work out quite the way that you thought.

Feeling like all your best days are done,

Your fears and doubts are all you've got.

But there's a light shining deep inside,

Beneath those fears and doubts, so just squash 'em!

And let it shine for all the world to see,

That it is time, yeah, time to be awesome!

Rainbow's words and singing seemed to inspire her friends (all except for Twilight, anyway), as they all joined in chanting, encouraging the pirates to join them in singing over and over again:

Ah, ah, ah-ah, awesome!

It's time to be so awesome!

Captain Celaeno seemed to be moved ever so slightly by the singing, because she started to sing in reply:

You've no idea how hard it's been,

This dull routine we've been forced to do.

Rainbow Dash only argued back as she sang louder:

Don't let them rob you of who you are,

Be awesome, it's all up to you!

Rising from her seat at the end of the table, Captain Celaneo stood up! Her eyes flashed with renewed vigor as she sang:

I feel the light stirring deep inside,

It's like a tale still yet to be told.

Rainbow Dash joined the cheerful captain as she went over to an old, wooden chest. Opening it up, the captain brought out all sorts of pirate memorabilia: Eyepatches, pirate hats, even a few swords. She started tossing it all towards her crew, then joined Rainbow as the two sang in unison:

And now it's time to break the shackles free,

And start living like the brave and the bold!

Bursting out from the cabin, the pirates and the ponies all began singing together:

It's time to be awesome!

Let loose, be true, so awesome!

Yeah, it's time to be awesome!

Go big, be you, so awesome!

Newly inspired, the other pirates started singing too:

We used to soar through the clouds in the skies.

Elaborate schemes we would love to devise.

We rescued our treasure and stored it away.

Saving these gemstones for a rainy day.

Everyone all joined in singing:

We see that light filling up our skies,

Rainbow Dash then sang in encouragement as she watched Captain Celaeno take a large, worn looking book and carry it to the edge of the wooden plank:

So take the Storm King's orders and just toss 'em!

Then Rainbow joined with the others and happily sang as loud as she could:

'Cause it's the time to let our colors fly.

And Captain Celaeno, brandishing a sword, rushed to the wheel of the ship as she sang to her crewmates:

Hey, scallywags, it's time to be awesome!

The singing slowly faded away after that as the pirates forgot all about their earlier plans for their "stowaways". They were now happy to let these unexpected passengers travel with them.

"So, where ya heading, maties?" Captain Celaeno asked the ponies once the singing had stopped. "Name the place, we'll take you there."

Pinkie Pie was happy to pull out the map Twilight had obtained from Capper back in Klugetown, pointing to a location she had circled with a red crayon. "Mount Aris, home of the hippogriffs."

Captain Celaeno nodded, firmly taking hold of the ship's wheel. "Aye aye, ponies. Mount Aris it is!" Then she happened to look up, noticing something that gave her cause for concern. "Though, it might be a while, maties. With all those clouds in the way, we might be in for a rough ride."

Rainbow Dash was all too eager to rectify such a problem. "I can take care of that. Just watch!" Without any further incentive, she unfolded her wings and took to the skies! She soared through the clouds at lightning speed, breaking them up with the greatest of ease!

The pirates, not used to such impressive aerial manuevers, were awestruck by what they saw!

Then, suddenly, a deafening roar split the air as a rainbow colored shockwave spread across the sky!

Pinkie Pie's eyes went wide with delight as she exclaimed in awe and wonder! "Ooh! A sonic rainboom! It's been quite a while since Dashie's done that."

Twilight, however, frowned at such a vivid display. Normally, she would've admired Rainbow Dash's tactics, as flashy as they were. But right now, she was worried that something like a sonic rainboom would draw unwanted attention. And that was something she wanted to avoid at all costs, especially since it had only been a stroke of luck that Rainbow had won over the pirates.

Rainbow Dash landed back on the ship's desk a moment later, wings folding to either side of her body. "Wow! I'm so good, I even amaze myself!" She proclaimed with prideful confidence. "I wasn't even planning to do a sonic rainboom, that was purely on instinct."

Captain Celaeno, meanwhile, steadily turned the ship's wheel as she declared. "Well then, it'll be smooth sailing from here to Mount Aris. And if anyone tries to stop us, they'll have another thing coming. We're back in business, me hearties!"

Author's Note

Rainbow Dash's sonic rainboom is given no explanation for why it happens in-universe at the end of "Time to be Awesome", which just further contributes to how she and Pinkie Pie seem to carelessly put the mane six in danger without thinking of the consequences. Yes, they've never been the brightest or most intelligent of their peers, but they've demonstrated many times that they can think of others and of the consequences of their actions. I don't want character stupidity to be what always seems to drive the plot here.

Part 10: Going Overboard

Miles and miles away from the pirate ship, the zeppelin belonging to the Storm King's army was also traveling across the skies. Grubber was currently at the wheel, keeping an eye out for anything that might look suspicious.

Suddenly, a loud roar split the air! Seconds later, a massive shockwave swept across the sky, causing the zeppelin to give a sudden shudder! To say that Grubber was scared out of his wits would be an understatement! It took every ounce of strength he had not to let go of the wheel.

Tempest emerged into the cockpit but a moment later. She too had heard the roar and felt the vibrations from the shockwave as it had traveled across the sky. "What was that?!" She asked Grubber.

Grubber could only shrug his claws. "Probably some turbulence," He then nervously declared. "I think maybe it's a sign that we should turn back. We've been following Capper's directions for at least an hour now, and we haven't found anything. I think those ponies gave us the slip."

Tempest shook her head from side to side. "We're not turning back, Grubber! I promised the Storm King I'd capture all the princesses, and that's what I'm going to do! You know as well as I do that the Storm King doesn't tolerate failure."

The little hedgehog sighed. "Knew you'd say that, Tempest," Then, in the distance, his eyes spotted something they hadn't seen before. "Say, was that airship there a moment ago?"

"What?!" Tempest exclaimed in surprise! She hastily grabbed a pair of binoculars and used them to peer off in the direction Grubber had been looking. She soon spotted an airship with a pirate flag flying from the mast, and when the hornless unicorn looked closer, she could see not only pirates but also the very ponies she'd been pursuing. There they were, all on the deck of the airship. A gasp escaped her lips! "That's them! That's the ponies! And they're headed east!"

"So the cat was lying," Grubber realized. "I knew we couldn't trust him. Guy's as shifty as they come," And then he asked Tempest. "What should we do with him? Throw him overboard?"

The hornless unicorn mare again shook her head. "No, not yet at least. He might still be useful to us in helping to get the ponies to surrender," She turned and trotted away. "I'm putting together a boarding party. Don't let that pirate ship get away whatever you do!"

Grubber gave a salute. "Yes ma'am, I'm on it!" And he pulled on some levers, increasing the zepplein's forward speed.

Onboard the pirate ship, everything seemed peaceful. Even Twilight appeared to be satisfied that the pirates were helping her and her friends, at least for now.

Suddenly, the peacefulness of the voyage was broken up! One of the pirates happened to look through a telescope lens, and what they saw caused them to squawk in horror! "Captain, we've got company!"

"What?!" Captain Celaeno exclaimed in horror as she turned to look off to her left side. She soon spotted the source of the distress, a zeppelin with the Storm King's logo painted on it. And it was gaining fast! "Impossible! How did they find us?!"

Rainbow Dash gulped. "Guess clearing up the clouds with that sonic rainboom wasn't such a good idea." She adopted a sheepish, innocent expression, and did her best to ignore the harsh glares she was getting from not only Twilight but also Applejack and Rarity.

Fluttershy shuddered with fright. "What are we gonna do?!" She asked in desperation.

Applejack put her hooves together quite firmly! "They're not takin' us without a fight! No way are they gettin' to Twilight! Not without goin' through the rest of us first!"

Rainbow Dash happily exclaimed! "Aw yeah! Now we're talking! We'll teach those creeps a lesson they'll never forget!"

But Captain Celaeno turned to the ponies and hastily told them. "No! You're all gonna stay below deck. We'll handle this."

Pinkie Pie wasn't so convinced. "But those guys are nasty, they don't give up! You won't stand a chance without us!"

Captain Celaeno refused to be persuaded otherwise as she hastily ushered the ponies and dragon down into the cargo hold. "You helped inspired us, now it's our turn to help you. If worse comes to worse, we'll buy time for you to escape." Once they were all inside the cargo hold and hidden amongst the many barrels and crates, the captain quickly shut the door, casting the cargo hold into darkness. Then she returned to the main deck and stood at attention with her crewmates, ready to greet their unwelcome guests.

The zeppelin quickly bore down on the pirates. It drifted closer and closer, until finally it was right besides the pirates' ship. Within seconds a large plank was extended right onto the airship's main deck. Tempest, Grubber, and the Storm King's army all departed, strolling right onto the deck without fanfare. Capper, his hands still bound with chains and held at spear point, was ushered onto the ship as well.

Captain Celaeno stood at attention, all her crewmates currently had their weapons tucked into their sides. They would not attack unless given a reason to.

Tempest quickly cleared her throat, commanding the attention of all onboard. "Greetings, Captain Celaeno. Apologies for the sudden nature of my visit, but it's come to my attention that you might be harboring enemies of the Storm King," Her eyes narrowed. "We can't have that."

The captain quickly replied. "You must be mistaken, Commander Tempest. My crew and I are the only creatures onboard this ship. The rest is all merchandise," She hastily held out a plushie of the Storm King. "And I think the Storm King would like to have these delivered without any further delay."

Tempest coldly responded. "Well then, what's with the pirate outfits? I thought you'd put those away."

Captain Celaeno's tone of voice did not change as she answered. "Just felt like breaking them out to inspire the crew. You know how it is. Every now and then, you get the urge to go back to your roots."

"I see," The hornless unicorn remarked in an indifferent tone of voice. "I take it you'll have no objections if I conduct my own search of your vessel: Just to be sure?"

"I'd rather you didn't!" Captain Celaeno protested. "You won't find anything, and I don't think the Storm King will appreciate you holding us up like this. We really, really need to get that merchandise delivered. We're already behind schedule as it is."

Tempest frowned, quickly realizing what the pirates were trying to do. "Alright, drop the act," She said as she stomped a hoof down. "I know you're helping the ponies and their little dragon. So you can either turn them over to me willingly, or I can capture them myself. It's your choice. Do you want me as an enemy, or an ally?"

The captain sternly replied. "You don't know what you're talking about! There are no ponies or other creatures on this ship, aside from you and your... associates," She hastily threw her claws up. "Please, we don't want any trouble! Leave us alone!"

Meanwhile, down in the cargo hold, an argument was breaking out amongst the ponies about what their next course of action should be.

Twilight was quickly searching amongst the crates and barrels for anything that could be of use, using her magic to pull various things toward her.

"Twilight, what do you think you're doing?!" Rainbow Dash bitterly snapped!

Twilight snapped back! "Getting us out of here! What's it look like I'm doing?!"

Rainbow immediately saw fit to protest! "So we're just gonna bail on the pirates like this?! I don't think so! We should stay and fight with them!"

"Remember how we trusted Capper back in Klugetown?!" Twilight grumbled as she rolled her eyes! "Look where that got us! We can't trust the pirates, or any creatures! We've wasted enough time here! Our goal is to find the hippogriffs! And we would be much further along if we hadn't wasted time trusting those who can't be trusted!"

Applejack now saw fit to speak up, asking her princess friend. "You really think those pirates are gonna betray us like Capper did?"

The young alicorn snorted. "I'm not sticking around to find out! Now all of you get over here!"

While this argument was unfolding below, back up on deck, Tempest had had just about enough of the pirates' feeble attempts to cover for the ponies. "Alright, listen up!" She growled as she looked at the pirates. "I'm gonna give you 'til the count of three to give up the ponies, or I'll tear this ship apart plank by plank until I find them."

"You're bluffing!" One of the pirates bellowed!

Tempest, however, quickly began to count. "One..." There was no reply. "Two..." Still, the pirates did nothing. The tension was so thick you could cut it with a knife! "Three!" But before the hornless unicorn could say or do anything else, there came the sudden sound of a crash, followed by frantic screaming!

As it turned out, Twilight had hastily thrown herself and all her friends out from the bottom of the ship's cargo hold! In their haste to leave, they had left behind the very map to Mount Aris they had obtained back in Kluge Town.

Grubber quickly grabbed it, and realized at once where the ponies were going when he saw a large, red circle drawn in crayon on the right side of the map. "Hey, they're heading to Mount Aris. They were going east all along."

Capper gulped as Tempest turned to him with narrowed eyes. "Oh, east!" He gave off a nervous laugh. "Uh... you ever get your west and your east mixed up? I mean... a cat can make a mistake, right? Right?!"

Tempest wasn't convinced! She began to seethe with fury, the stub on her forehead sparkling and crackling loudly and ominously as electricity surged out of it! Several of the bolts impacted the boards of the ship, leaving singe marks all over. "I see nothing but traitors on this ship!" She roared! "And there's only one thing to do with traitors!" She trotted forward very slowly.

Grubber hastily rushed up to Tempest and tried to get her attention by tugging on her tail. "T-Tempest, please! Calm down!"

"NO!" The hornless unicorn bellowed! She then shot off several bolts of lightning in rapid succession, which had the effect of ripping up plank after plank on the ship!

Captain Celaeno quickly realized what was happening and gave a sharp squawk! "Abandon ship, maties! Abandon ship!"

Capper quickly took advantage of the confusion to break free of his shackles! He then rushed to the pirates, shouting at them! "Wait, take me with you!"

As for Tempest, she only snapped out of her state of fury when she realized that staying on the pirate ship that was now falling apart would be a very poor course of action. She trotted back to the zeppelin, blowing the smoke from the stub where her horn should be. "Let's go to Mount Aris." She instructed to the others in a low tone of voice.

"But what about the traitors?!" Grubber nervously asked.

Tempest coldly replied. "They'll be of no use to anyone! Now they know what happens to those who get in my way. And if they show up again," She ominously declared. "It'll be the last mistake they'll ever make."

Grubber gulped, now regretting having asked.

Author's Note

Once again, I wanted to ensure Grubber doesn't undercut the tensions during the scene where Tempest is making demands of the pirates. Aside from that, about the only thing that really needed to be addressed was Rainbow Dash not considering or realizing that her sonic rainboom drew Tempest towards the ponies.

Part 11: Mount Aris At Last

The ponies and Spike all screamed at the top of their lungs as they were hurled through the air! Everything seemed to be happening at once.

Well, it wasn't long before Pinkie Pie found herself unable to keep from laughing hysterically, all the while a big smile spread across her face. She knew she should be terrified, horrified at the prospect of falling. But all she could think to do in this situation was laugh, laugh long and loud. It didn't seem to matter to her that none of her friends were joining her. She just kept on laughing.

Rarity, meanwhile, after briefly admiring herself in a mirror as it tumbled past, screamed at the top of her lungs! "FOR THE LOVE OF CELESTIA! SOMEPONY DO SOMETHING!"

Twilight appeared to need no further encouragement. She reacted quickly, using her magic to grab a large basket, some ropes, and a huge canvas! She then hastily snatched up all her friends, tossing them into the basket as she tied it to the canvas with the ropes. From there, she shook Spike furiously, then pointed him upward as he shot out flames from his mouth. The young alicorn princess had thus managed to rig a make-shift hot air balloon. And that was enough to save her friends from what would've been a grizzly, gruesome fate.

Once the shock of their near death experience wore off, the ponies breathed heavily while getting their bearings. Rainbow Dash in particular was quite furious with Twilight for her rash decision! "Why did you do that, Twilight?! Now Tempest definitely knows we were on board!"

"The pirates were about to give us up, I could tell," Twilight frowned in reply. "Just because you inspired them to go back to their roots doesn't mean they could be trusted. They're pirates, Rainbow Dash."

Rainbow wasn't convinced. "They weren't like Capper. We should've trusted them to protect us. Now, thanks to you, we're back to square one with no allys at all!"

The alicorn princess remarked. "I'm just trying to keep us out of the Storm King's clutches. Don't forget, our goal all along has been Mount Aris and the hippogriffs. We've got plenty of allies in other kingdoms as it is, we don't need to be adding allies who can't be trusted."

"Well you'd better hope for your sake that Tempest showed mercy on the pirates." The brash speedster snorted, then said nothing more on the subject.

Applejack could only remark. "Let's not be fightin' amongst ourselves," She turned to Twilight. "Next time, how about a little warnin' before you do somethin' that drastic, sugarcube?"

"Hopefully, we won't end up in another situation like that." Twilight declared.

Pinkie Pie, meanwhile, let out a gasp as she only now realized something! "Oh no! I left the map behind on the ship! I didn't have time to grab it with all that happened!"

Twilight groaned anew. "Just great," She sarcastically remarked. "Let's just hope nothing else goes wrong for us. Queen Novo and the hippogriffs better be in a mood for visitors."

The hot air balloon drifted across the sky for a while. As it did so, an unease silence fell over the balloon's occupants. Recent events were giving them a lot to think about and to reflect on, and most of it was not very good. No one needed to say it outloud, but it was clear to even those who might try to be optimistic that this journey beyond Equestria was threatening to fray bonds that had once seemed unbreakable.

At last, Mount Aris came into view. From afar, it wasn't possible to make out any signs of civilization, but there did seem to be settlements at the very peak of the mountain. Unfortunately for the friends, their make-shift hot air balloon wasn't able to land on the peak, they had to settle down at the surface. And the only way to reach the top was via a winding set of stairs.

The seven friends walked (or in the case of Rainbow Dash flew) up the steps in silence, even though they weren't really in the mood for such a hike. But of course, since they were not well rested and had gone quite a while without eating, they didn't have much strength left in them.

Eventually, Rarity reached her breaking point. She collapsed on the steps with a groan. "Oh, I give up! My hooves can't take any more of this! I'm sorry, you'll all have to go on without me."

Rainbow Dash replied. "But Rarity, we're literally almost there." And she was right. All could see that there were only a few more steps needed to reach the peak of Mount Aris.

Upon reaching the top, however, the ponies and Spike were shocked to see that instead of a vibrant civilization, everything around them seemed to be in ruin. It looked as if no one had lived on Mount Aris for a long time.

Twilight was the first to be concerned about such a shocking display. "Oh no! Something must've happened here! Where are all the hippogriffs?"

Applejack shuddered. "I don't know, but it's givin' me the creeps. This looks more like a ghost town."

Fluttershy hopefully spoke up. "Well... maybe the hippogriffs are just in hiding somewhere?"

"Great idea, Fluttershy!" Pinkie Pie energetically replied! "I'll check!" She started running and bouncing about, going from place to place while shouting! "You who! Hippogriffs! Come out, come out wherever you are!" But there was no reply, her words echoed across the empty sky.

Rarity saw fit to question Twilight. "You think something bad happened to the hippogriffs? That would explain why Princess Celestia never mentioned them."

The alicorn princess could only reply. "I don't know. Maybe we shouldn't have come here."

"Wait a minute!" Pinkie shouted back! "I haven't looked everywhere just yet!" She hastily rushed over to a rock and inspected it, lifting it up only to see that there was nothing underneath it. "Nope!" She declared in a voice far too cheerful for the circumstances. "Sorry, Twilight, but this place is emptyyy."

Rainbow Dash frowned. "So, what? We came all the way out here for nothing?! Sounds to me like we were better off with those pirates, despite what a certain somepony thought!"

Twilight pretended not to notice the daggers her rainbow maned friend was casting at her.

Just then, however, the sound of distant singing split the silence. Everyone's ears perked up as they heard it.

"Is that a siren?" Rainbow Dash asked in a noticeably nervous tone of voice.

Twilight shook her head from side to side. "I doubt it. There doesn't seem to be any signs of life anywhere. There'd be nothing out here for a siren to prey upon. The singing has to be coming from something else," She then gasped as a thought struck her! "Maybe it's one of the hippogriffs! Maybe our luck is turning!"

"Well what are we waiting for, then?!" Pinkie Pie giggled as she bounced away! "Let's go and meet it!"

"Pinkie, wait!" Twilight frantically called as she rushed after her party planning friend. "We don't scare any hippogriffs away."

The pink party pony waved a hoof. "Relax, Twilight. I know what I'm doing, and I'm just being friendly." She then resumed her prancing pace, following the sound of the singing as it led right into a cave.

The others followed after Pinkie, all worried about what they might encounter or what might be waiting for them.

Suddenly, there was a clearing in the cave. Within the clearing was a small pool of water. And at the other end of the clearing from where the ponies had entered, there seemed to be some strange plant life. Yet it was possible to make out the faint outline of something hidden within it. It was that figure that was singing, apparently singing to itself.

Without hesitation, Pinkie jumped into the pool of water. "Hello, new friend!" She greeted with a cheerful smile. "Don't be afraid. It's just me, Pinkie Pie."

But the figure seemed to be frightened! It let out a gasp, and quickly disappeared from sight!

Twilight groaned. "Pinkie, this is exactly what I didn't want. You just scared away our only lead."

Worse was to come, however, as the friends all regroupped with Pinkie Pie inside of the pool. Suddenly, there was a loud roar, and then the waters began to spin ominously! A powerful suction seemed to take hold of them, pulling them down and preventing them from escaping!

"Oh, I hate when these things happen!" Rarity complained to herself. And it was the last thing anyone had time to say before they were sucked down beneath the waters! Everything went dark!

Author's Note

Again, there wasn't much here that needed to be changed, aside from a few of Rarity's lines where she just seems to give up.

Part 12: Meet the Queen

When the group of seven came to, they quickly discovered that their heads were all surrounded by bubbles of air. The bubbles enabled them to breath in the inky darkness that surrounded them, indicating that they were far below the surface of the water. Miraculously, their descent had stopped and they were in no danger of sinking further.

Applejack was quite certain she knew who it was that had saved the gang from a watery fate. Turning to the alicorn, she said with a smile. "Nice work, Twilight. That's why you're the leader."

But Twilight nervously replied. "I didn't do anything. This isn't one of my spells."

Now the others began to grow worried. "If you didn't do this, Twilight," Fluttershy wondered aloud and then gulped. "Who did?"

As if in response to the pegasus pony's question, a bright light roughly in the shape of a ball suddenly appeared. "That would be me." The ball spoke in what sounded like a soft, almost childish voice. But whoever was inside the ball said nothing more. And the ball itself began to fade, as if its occupant wanted nothing more to do with the ponies and dragon.

Twilight wasn't about to let the unknown life form get away! She desperately called out! "Wait! Don't go! We're not going to harm you, I promise."

The ball only replied. "I'm not supposed to talk to strangers anymore. Not after what happened last time. You should all return to the surface, forget you ever saw me and tell no one how you found me."

"Please," Twilight pleaded with the unknown lifeform. "We just came here looking for the hippogriffs. We couldn't find them on Mount Aris."

And Rarity added. "We were told that Queen Novo might know something about how to defeat the Storm King."

As if a switch had been flipped, the ball of light grew brighter and approached the group. "The Storm King?" It inquired in a noticeably friendly and gentle tone of voice. "Did he come for your kingdom too?"

Applejack gave a firm nod. "He sure did. His army's been pursuin' us everywhere we go. We need all the help we can get if we're ever gonna defeat him and take back our country."

The ball of light faded rather suddenly in a brilliant flash! In its place materialized a seapony of medium build, and with a very light yellow coat. Her eyes were a brilliant shade of cyan and seemed playful. Her mane and tail were long and wavy, and a shade of bluish-green. Around her neck was a red colored collar of some kind, just like the wings on either side of her body, and the collar seemed to be protecting what looked like a small pearl. She had a pink flower of some kind just above her left eye. She quickly spoke up. "Well, why didn't you just say so?! I know where you can find the hippogriffs! Follow me!" Then she swam away.

Seeing as they had no other leads and no idea of where else to go, the ponies and dragon followed the seapony as she led them across the dimly light underwater area. Eventually, the light grew better and brighter, and it was possible to make out what looked like homes made from clams, sea anemones, and various underwater plants.

The seapony led her guests right to the very center of this location, and swam up through a small opening that led to a place decorated in royal shades of purple, pink, and green.

Upon entering this area, the ponies and dragon were immediately surrounded by seaponies brandishing spears! It seemed they had stumbled right into a trap!

"Princess Skystar!" A stern, female sounding voice sharply rapped. "What have I told you about bringing outsiders into our kingdom?! Don't you remember what happened the last time you did that?! Do you want us to lose this kingdom too?!" And within seconds, a much larger seapony appeared. She had a coat white as snow, eyes a strong shade of magenta, and a mane and tail consisting of two shades of light to medium purple. Atop her head was fixed a small, golden crown of sorts. And above the crown were three light blue bulb like tentacles.

The younger, smaller seapony spun around and locked eyes with the seapony who had just appeared. "Mother, it's not like that!" She desperately pleaded for the safety of her guests. "They're not like the previous outsiders. We can trust them, I think."

The older seapony was anything but convinced. "You disobeyed my orders and went up to the surface again, didn't you? How many times must you be told that we can't ever return to the surface: It's too dangerous! We must stay here where it's safe, where the Storm King can't reach us."

"But Mother!" Princess Skystar protested. "These... ponies and their dragon have been attacked by the Storm King too. We have to help them!"

The older seapony brushed off the princess with a fin, then swam over to her uninvited guests and eyed them suspiciously. "Is this true? Or are you just telling lies to my easily deceived daughter to make her trust you?"

"P-please, whoever you are," Twilight stammered. "We come in peace. And what your daughter said is true: We've been attacked by the Storm King. We need help."

The older seapony was silent for a moment, then swam away and raised a fin. "Well, if you're sure, then I guess it can't hurt. You just have to promise you won't tell anycreature about how you found us. I went to great lengths to establish this secret kingdom, and as long as I'm in charge it's going to stay a secret," She then instructed to the guards. "Lower your spears, men. Let's at least hear these strangers out."

The guards obeyed without hesitation, and the group of seven now freely swam around what appeared to be a throne room of some kind. It was brightly light, but sparsely decorated. Aside from a throne made out of rocks, there didn't seem to be anything of note anywhere in their surroundings.

The seapony who had previously been hostile to the ponies and dragon now appeared to be relaxed. Princess Skystar, meanwhile, was a ways back from the older seapony and appeared to look quite guilty. Strangely though, the princess didn't seem to have regretted what she'd done, even if her mother thought otherwise.

Resting on the throne, the seapony with a crown quickly launched into an interrogation of sorts with the "outsiders" she had been suspicious of. "So, what can I do for you? You say you've been attacked by the Storm King?"

Twilight nodded as she slowly swam forward. "Yes, your majesty. We come from the land of Equestria, from Ponyville to be exact. And we were forced to flee from it due to an attack by the Storm King, or rather his army."

"And why have you come all this way?" The older seapony questioned. "What were you doing up on Mount Aris?"

The alicorn princess replied. "We were trying to find Novo, queen of the hippogriffs. Princess Celestia seemed to think you might know something about how to defeat the Storm King. She was planning to send her sister, but she got captured along with the other princesses, so I decided to search for Queen Novo instead."

The older seapony let out a gasp upon hearing the words "Princess Celestia"! "So she did remember me! And it sounds like she reunited with her sister, just as she said she'd been hoping to." She briefly adopted a guilty look.

"It sounds like you know Princess Celestia," Spike pointed out. "And you and your daughter seem to know about Mount Aris. So you must know what happened to the hippogriffs."

The crown wearing seapony frowned. "I don't know if I should tell you. I'm still not convinced you can be trusted. The last outsider who visited me was a pony too, and she turned out to be working for the Storm King."

Princess Skystar, however, chipperly swam over and exclaimed! "Don't worry, Mother! I can tell them!"

"Princess Skystar, there's no need for you to do that!" The crown wearing seapony groaned in frustration. "It's supposed to be a secret!"

Undeterred, the princess swam up towards the ceiling of the throne room. Suddenly, figures in large white lines began to take shape, depicting images on the ceiling. And the seapony explained. "Long ago, the hippogriffs lived on Mount Aris in peace. But then one day, the evil Storm King launched an attack. He had heard rumors that the hippogriffs were in possession of a great power, a power that could transform creatures into anything. And naturally, he felt that such power should be his and his alone," She swam from one illuminated ceiling to another, all the while continuing to tell her story. "The hippogriffs managed to fend off the Storm King temporarily, but he vowed to come back to finish the job. Luckily, Queen Novo knew the Storm King's one weakness: He can't swim. So, using the great power the Storm King had desired for himself, she transformed all her subjects into seaponies."

"And the seaponies came here to build a new kingdom," Twilight concluded. Then a gasp escaped her lips as she realized what this meant! Turning to the crown wearing seapony, she exclaimed with wide eyed wonder. "Then you must be Queen Novo!"

The crown wearing seapony sighed. "Well, I guess the pearl is out of the oyster now," She rose from her throne and gestured a fin to herself, proudly proclaiming. "Yes, I am Queen Novo."

And Princess Skystar pointed out! "Surprise! We were the hippogriffs all along!" She then turned to the queen. "See, Mother? I didn't tell them that even though I wanted to! Besides, some strangers can be trusted."

Queen Novo hmphed. "Some, but not all. When someday you take the throne, you'll understand. And I pray that someday will be long after the scourge of the Storm King has disappeared forever," She then turned to the ponies. "Apologies for not revealing myself sooner. But after all my subjects had to endure because of the Storm King and his forces, I'm sure you can understand why I'm hesitant to trust anyone else. Naturally, being underwater means you miss out on a lot."

Twilight smiled and simply nodded. "Perfectly understandable, your majesty. My friends and I have learned our lesson about trusting strangers the hard way. Although, I suppose if your daughter hadn't saved us just recently, we wouldn't be here to talk to you now."

"Yes, my daughter simply loves to make new friends," Queen Novo replied. "Unforutnately, she has little understanding of how the outside world works. The outside world is not a friendly place, it's everycreature for themselves."

Fluttershy saw fit to protest. "I'm sure Princess Celestia would've gladly sent help if she'd know your kingdom was in danger."

The queen sighed. "There was no time to send word out. I did what I felt I had to do to protect my subjects. It's taken years to establish Seaquestria as a safe haven. You ponies are the first outsiders to ever lay eyes on it," Her eyes narrowed. "And you'll also be the last if I have anything to say about it."

Twilight desperately pleaded with the queen! "But what is this great power that the Storm King wanted so badly? What was it that allowed you to change all the hippogriffs into seaponies? Please, you must show it to us! I need to be able to study it!"

Queen Novo was silent for a moment, looking back behind herself. She appeared to be deep in contemplation. Then, after seeing what appeared to be a confirming nod from her daughter, she adopted a small smile and relaxed her eyebrows ever so slightly. "Oh, very well. I guess it can't hurt to let you see it. But you can't tell anyone else about it, not even Princess Celestia! She only heard rumors about this great power, though I doubt it would've been of much use to her if she had known about it."

"Oh goody! You're gonna show them the pearl!" Princess Skystar chiperly chirped!

The ponies and Spike all blinked and said in unison. "The pearl?"

The queen swam up to one of the bright purple colored anemones and gently tapped a fin against it. Emerging from the anemone's long tentacles was a bright and shiny pearl that simmered with energy. Spike and the ponies had never seen anything like it!

"This," Queen Novo said, beaming with pride. "Is the Pearl of Transformation. With its power, any creature can be transformed into anything your heart desires. But here, don't take my word for it: See for yourselves what it can do." As soon as she finished speaking those words, she brought the pearl before the group of seven. The pearl gave off a shimmer of light, and trendils of bright white magic surrounded the outsiders.

In the blink of an eye, the ponies were all transformed! Their hooves were turned into fins, and their bodies now had gills that allowed them to breath underwater without the need for air bubbles. Their cutie marks were no longer displayed on their flanks, but moved down towards their tails that were now extended and had fins on the end to help propel them through the water.

Spike too was transformed: Morphed into what could be best be described as some kind of sea dragon/seahorse hybrid. His body was long and narrow, and when he tried to breath fire it came out not even as smoke but as bubbles.

Everyone was most impressed by this display!

"Wow!" Twilight exclaimed as she beheld her new seapony body. "This is incredible!"

Queen Novo smiled. "Don't worry, I'll be sure to change you all back to normal before you leave. Unless, of course, you'd like to stay with us."

Twilight shook her head from side to side. "No, we can't abandon our friends and our family back in Equestria," She then eyed the Pearl of Transformation. "But the pearl is just what we need! With its power, we could transform all of Equestria into creatures that could fight off the Storm King!"

"Or," Queen Novo protested as she clutched the pearl and held it close to her body. "It could just as easily end up in his greedy paws. And if a monster like him gets ahold of it, he will be unstoppable! His cruelty will know no limits! You've seen what he did to Mount Aris! Now imagine him doing that to kingdom after kingdom, nation after nation! Even Seaquestria wouldn't be safe, because he could transform into something that could swim!" She growled! "And I'll be darned if I let that monster take anything else away from me! He's already cost my subjects the kingdom they once called home, and taken my husband! I won't let him do the same to Seaquestria! Not if I can help it!"

Twilight was shocked and nearly rendered speechless by Queen Novo's refusal to help! "But... but... we came all the way here just for you! We need your help!"

"If it's my help you want, you're welcome to borrow some of my best soldiers," The queen sternly replied. "But the pearl is strictly off limits!" To emphasize this point, she brought the pearl back to the anemone it had emerged from and quickly returned it to its resting place.

"Mother, how can you refuse to help them?! Isn't it time we stood up to that overgrown bully?!" Princess Skystar protested! "This could be the chance we've been waiting for for years and years!"

Alas, not even her own daughter could pursade Queen Novo to deter from her current path. "I will not gamble our futures on an uncertain outcome! As queen, I have to consider what's best for not only myself but for my subjects. We are safe here in Seaquestria. It would be foolish to scarifice it all now. We may not get another chance," She sighed, putting a fin to her forehead. "Listen, I'll think it over," To the outsiders she added. "I'm sorry about what happened to your kingdom. I truly am. But the Storm King is a creature without mercy. Anything he can't control, he destroys!"

"So help us! Together, we can totally kick the Storm King's butt!" Rainbow Dash insisted, and gestured a fin to her friends. "You can trust us. We have tons of experience dealing with bad guys. The Storm King will be no different!"

The queen only replied. "I said I'll think it over. Don't make me change my mind. It takes a lot for anyone to earn my trust, you are no different. You're welcome to stay here for a while and play with my daughter. But for now," She swam off. "It's time for my seaweed wrap." And just like that, she disappeared.

Princess Skystar swam over to her new friends, trying to put on a cheerful face. "Hey, she didn't say no. And so what if you can't use the pearl? I'm sure I can 'convince' Mother to spare more than just a few soldiers. Besides," She added with a nervous half smile. "Underwater isn't so bad once you get used to it. We can play with shells, and make necklaces out of shells, and do lots of other things with shells. Just ask Shelly and Sheldon." She held up two colored seashells with eyes that had been drawn onto them: One was pink and the other was blue. But as she too swam away, it was easy to see a very unhappy look upon her face.

Now alone in the throne room, the seven friends could only process the turn of events that had so swiftly dashed their hopes. Now it seemed they had come all the way to Mount Aris only to be turned away by the very creature they'd expected to help them.

None seemed more devestated and downtrodden than Twilight, however. She just stood there in silence, a forlorn look upon her face.

"Twilight?" Spike nervously reached out a fin to touch her and get her attention.

Twilight spun around, quickly seeing her friends and seeing how uneasy they seemed to be. They didn't need to say it outwardly, but they were all worried about her.

Fortunately for the friends, Twilight seemed to settle on a course of action as an idea came to her all of a sudden. "You know what, girls?" She said to them with an innocent smile. "You should all go and play with Princess Skystar. It looks like she could use a friend or two right now."

"Are you sure? We can't stay for very long." Pinkie Pie hesitantly spoke up.

Twilight chuckled. "Well, if there's anyone who can squeeze a lifetime of fun into just a few minutes, it's you, Pinkie. Just do what you do best. After all, you and Skystar have a lot in common."

Pinkie didn't need any further incentive! Her eyes lit up like stars as she excitedly exclaimed! "You're right, Twilight! I know just how to turn Skystar's frown upside down!" Turning to the others she declared. "But I can't do it alone! You're all gonna help me! Together, we'll show Princess Skystar and all those seaponies the best time of their lives!"

"Great! You all do that!" Twilight happily ushered them along.

Spike, however, was suddenly worried as he sensed that Twilight wasn't telling the others the whole truth. "What about you, Twilight? Aren't you gonna join us?"

"Maybe eventually," Came Twilight's swift reply. "But for right now, I want to hang around here and see if I can study the Pearl of Transformation just a little bit more. Maybe if I can figure out how it works, we won't need to convince Queen Novo to let us use it, I'll be able to use its powers myself."

"Well... okay then," Spike hesitantly responded. "Just please don't do anything that'll make Queen Novo mad with us. She already seems quite upset as it is."

Twilight firmly nodded. "Trust me, Spike. I can handle things on my own." And with that, she watched as her friends all swam out to go find Princess Skystar.

Now alone in the throne room, Twilight turned her attention back to the aneome that housed the Pearl of Transformation. "Sorry girls," She thought as a pang of guilt struck her. "But I see no other options. I just hope Queen Novo can forgive me."

Author's Note

Yes, I know there are those who didn't want Twilight to steal the Pearl of Transformation from Queen Novo. But I feel like that's actually one of the highlights of the movie, specifically because of how it shows that even while we understand Twilight's motivations, what she does is still wrong. Not too many movies, especially animated movies, would have the courage to show that just because the heroes do it doesn't mean it's a good thing.

However, there are things leading up to it I wanted to address. First and foremost, seadragons are an actual species of fish that are similar to seahorses but not entirely related. Spike being made a pufferfish feels like an insult, at least him being a dog kind of made sense since they wanted him to be a faithful companion to Twilight just like he was as a dragon.

Second and perhaps more importantly is that Queen Novo doesn't appear to be very concerned or sympathetic towards the ponies' plight. She refuses to help them out of a vauge fear of the Pearl of Transformation falling into the Storm King's clutches, but it's never stated why that would be a bad thing or why the Storm King is this great evil that others fear. I did draw on some inspiration from a tie-in chapter book that confirms among other things that Tempest was sent to infiltrate the hippogriffs' kingdom, and was responsible for them fleeing to Seaquestria as seaponies (things like that really should've been part of the movie, even just mentioned on the side).

And lastly, though it is a minor thing, Seaquestria is never officially called by name even though it would go on to be name dropped in "Surf and/or Turf" completely out of the blue, so I wanted to fix that here.

Part 13: One Small Thing

In another part of Seaquestria, Princess Skystar was sulking to herself with only her "friends" Shelly and Sheldon for company. She had been so looking forward to making some new friends with the outsiders, only for her mother to more or less shoe them away.

Suddenly, it seemed as if Shelly and Sheldon had a mind of their own, because they started singing to the princess:

Hey now, don't be sad,

I know we cannot stay.

But it wasn't the shells singing, it was Pinkie Pie. And she was accompanied by all her friends, except for Princess Twilight. Pinkie was now excitedly singing:

But we've got a couple minutes,

And a little time to play.

Although delighted to know that the outsiders hadn't left yet, Princess Skystar couldn't bring herself to accept their invitation. So she opted to sing back to them:

I know you have important things,

So it's okay, just go.

Not one to take no for an answer, Pinkie Pie swam over to Princess Skystar and sang to her:

But we can still pick one small, little thing,

To do with you, y'know.

One small thing doesn't seem like a lot,

One small thing, work with the time you've got.

Soon, one small thing becomes two.

After two, perhaps another few.

Then one small thing is not so small,

One small thing can be the biggest thing of all.

The singing quickly convinced the young princess, and so she happily led her friends out into the middle of Seaquestria to play. As she did so, she started singing:

All right now, since you're here,

Let's see what we can do.

Swim with the flow until you go,

Together, me and you.

But of course, that "one small thing" was not enough to satisfy Pinkie (or any of her friends for that matter). She quickly started doing more activities, all the while singing happily:

I've got seashell necklaces for everyfish,

So what else do ya got?

Skystar sang in response:

Well, we could play the bubblefish.

You'll like this one a lot!

And indeed, that activity was a ton of fun. Naturally, the fun proved to be contagious, Pinkie Pie and Skystar together were having the time of their lives. And their joy was quickly spreading to the others, luring them in. Meanwhile, the two new friends started to sing in unison:

One small thing, it's a good place to start,

One small thing, and we don't seem so far apart.

They hadn't been singing together for long before Spike and the four other seaponies began singing together:

Soon, one small thing leads to more,

It's so much more than there was before!

Just one small thing, and you will see,

The start of something big for you and me!

Soon, it turned into a chorus. Said chorus drew in many of the residents of Seaquestria, who could not recall the last time they'd had so much fun and joy in their lives. And their harmonious, joyful singing echoed across the depths:

One small thing.

Just one small thing.

Or a tall thing.

Just one tall thing.

Or a sing thing.

Just one sing-y thing.

Or a bling thing.

Just one bling-y thing.

Or a conga thing.

Yeah, a conga thing.

Or a longah thing.

Just a longah thing.

A blue thing, true thing, you thing.

A whee thing, sea thing, me thing.

The fun continued for what seemed like forever. But all too soon it started to die down. And as it did, Pinkie Pie and Princess Skystar had time to reflect on what their "playtime" had accomplished. In the span of just a few minutes, they had brightened up everyone's spirits. And so they sang together:

So many things and everything until our time is done,

There's one small thing for each and everyone!

A moment later, Princess Skystar happily sang her sentiments:

One small thing, so much we can create,

You and me, we started something great!

It's so amazing, look around,

At all the happy sights and sounds!

One small thing is big, it's true,

You did this all for us.

I just wish there was one small thing,

An extra special kind of thing,

The princess was then joined by the residents of Seaquestria, as they all sang together:

That we could do for you...

One small thing!

As luck would have it, the joyous singing and laughter had drawn the attention of Queen Novo. She could not recall the last time she'd seen her subjects so cheerful and so full of life. Even she had found herself tempted to join in, and ultimately had done so at the very end, dancing with her daughter.

Just like that, the queen's earlier suspicions seemed to melt away. If these outsiders could do all of this out of the kindness and generosity of their own hearts, maybe they could be trusted after all. And maybe they deserved something more than just a few of her soldiers.

"You know," Queen Novo stated as an unusually bright, wide smile spread across her face. "Maybe there is one small thing we could do for you. You've convinced me."

Spike and the five seaponies were amazed and astounded! Everything seemed to be working out for them after all! Twilight's suggestion had worked better than she could've ever anticipated.

But before any promises could be made or any discussion could be had about what to do next, the sharp blaring of an alarm filled the air.

Queen Novo got a worried look on her face. She seemed to know what the alarm meant. She rapildy swam towards the throne room, and her daughter and the outsiders followed. What they saw shocked them!

There was Twilight Sparkle, tangled up in the long tentacles of the sea anemone that housed the Pearl of Transformation. Try as she might, she could not break free. The pearl remained just outside of her reach.

Immediately, Queen Novo's earlier happines faded. Now she became visibly angry, her eyes narrowed as she quickly swam up and snatched the Pearl of Transformation, holding it close to her chest. "I should've known! You can't be trusted! You just wanted the pearl for yourselves!"

"No! It's not like that!" Twilight protested. "I just wanted to study it, learn how it worked!"

"Well you should've asked me first!" The queen frowned.

Twilight could only argue back. "I didn't think you'd agree. You already said you wouldn't let us use it. I thought this was the next best option."

The queen only coldly replied. "You're no better than the last outsiders who visited my kingdom. Just like them, you used my daughter against me!"

Princess Skystar desperately tried to plead. "No, Mother! They're not like those previous visitors! They're not working for the Storm King!"

Queen Novo coldly brushed her daughter off. "They might as well be for all I care! This is why we don't trust outsiders, Princess Skystar! You are too niave for your own good! When someday you are queen, you'll learn to see it my way," Then she turned to Twilight, quickly untangling her from the tentacles, only to then say to her face. "You and your friends don't deserve the pearl's powers! You leave me with no choice!"

Twilight desperately tried to argue! "Please, your majesty! Do whatever you want to me, but leave my friends out of this. They didn't do anything. I'm the only one you should punish."

The queen scoffed and rolled her eyes. "Do you take me for a fool? Your 'friends' were part of your plan all along. You just used them to distract my daughter and myself so you could swipe the pearl while I wasn't looking! Therefore, they'll all share in your punishment!" She held up the pearl. "Don't ever show your faces in my presence or my kingdoms ever again!"

Princess Skystar quickly swam forward, grabbing one of her mother's fins as she saw fit to interject. "Mother, they're not like you and I! They can't swim underwater, they'll drown!"

Queen Novo sighed, quickly tapping a fin against her crown. Several air bubbles quickly surrounded the outsiders, circling their heads. "There, at least now you know I'm not like the Storm King. He would show you no mercy." Then she brough the pearl forward and held it up again.

With a bright, blinding flash, the transformations were undone! The seaponies were back to being just ponies, and Spike had been turned back into a dragon. And before any of them could say or do anything further, a current whisked them away! Seaquestria soon faded from their view as everything went dark again.

Author's Note

About the only thing I wanted to change for this scene was Queen Novo presumably sending the ponies and Spike back to the surface after undoing their transformation, but without giving them a way to breath. She very well could've caused them to drown. And even if she was mad with them for what Twilight did, she didn't have the right to condemn them to die.

The next chapter is going to include the part of the movie I think everyone has been wondering about. And rest assured, I will have a lot to say about it.

Part 14: Back to the Surface

Queen Novo's curtesy extended only as far as enabling the ponies and dragon to return to the surface unimpeded. Once they had reached the shores on the other side of the beach from where the stairs to Mount Aris were, the air bubbles surrounding them disappeared. They all reluctantly waded through the shallow waters and onto the beach, all of them still dripping wet for the time being.

"Are you all alright? Are we all okay?" Twilight asked the others. At the very least, she still had her concerns about them despite what she had put them through.

Applejack looked back to the others and slowly nodded. "I... think so, more or less."

Twilight breathed a small sigh of relief. "Good." She wanted to say more, but couldn't bring herself to find the words. She was at a loss as to what she could or should say. Tensions were high.

Applejack reluctantly took it upon herself to break the ice. She turned to the alicorn and began to question her. "Listen, sugarcube... about what happened back there... down in Seaquestria..." But any courage she might have had left her. She trailed off, unable to continue.

Rarity seemed to step in to fill the void left by Applejack. With eyes narrowed and glaring, she looked at Twilight and bitterly scolded her not unlike the way a mother would scold a disobedient child. "Twilight, just what in the name of Celestia were you thinking?!"

Fluttershy gasped! "Rarity!"

But Rarity only shook her head and gave a humph. She was not about to be deterred. "No, this has gone on for long enough! A certain somepony is causing us trouble and deserves to be called out for it!" She continued to glare at Twilight. "Since when did you think it was okay to steal from the seaponies?! From their queen, no less?!"

Twilight bitterly replied. "I wasn't stealing! I only wanted the Pearl of Transformation so I could study it and hopefully copy its magical powers. Then I would've returned it to its resting place."

"And you thought we wouldn't find out? That even Queen Novo wouldn't suspect anything?" Rarity angrily remarked. "Surely, you don't take us for fools, Twilight! You had the nerve to use us as a distraction!"

The young alicorn grumpily responded by saying. "I wasn't expecting it to work so well. Had I known, I wouldn't have bothered with it. I would've just talked to Novo myself."

Rainbow Dash then jumped in! "Yeah?! Well maybe you should've done that in the first place! Seems to me like you're the reason we're in this mess to begin with! What?! You think just because the Storm King wants your magic that that makes you special?!"

"I never said that!" Twilight humphed in reply. "And for the record, I gave you all the chance to walk away from this. You all refused, you insisted on coming with me. But it seems to me like you haven't been taking this journey seriously. Making friends with con artists and pirates? Singing songs and expecting everything to magically work out? In case you haven't noticed, this isn't Equestria. We can't be doing what we usually do and expect everything to be okay."

Pinkie Pie growled as she trotted up to Twilight. "But Twilight, we've been outside Equestria many times before and made many friends. And we never had to stop being ourselves to do so. Don't you see? We were doing just fine. Maybe Capper didn't work out, but the pirates and the seaponies were. We were winning them over, we were gaining the allies we were supposed to be making."

"It's not enough! And all we did with the pirates is put them in harm's way," Twilight swished her tail as her own eyes narrowed. "I'm sorry you all got in trouble because of me. But everything we'd been through, everything we'd scarificed, all the friends and family we had to leave behind, I couldn't let it all be for nothing! A few mere soldiers wasn't enough! For Queen Novo to just brush us off like that: What else was I supposed to do?!"

"How about trusting your friends?!" Pinkie argued. "You know, instead of lying to us and constantly ruining everything we worked for!"

Those words seemed to stir at something deep inside the alicorn princess. One look into Pinkie's eyes, and any will she had to continue the argument melted. She seemed to realize the error of her ways. Her tone of voice and overall posture became sorrowful, filled with regret. "Perhaps my judgement was... clouded," She reluctantly admitted as she turned away from her friends in shame. "I did what I thought was right. But I see now that I was wrong. I can't change the past, though, even if I wish I could." She sighed deeply.

"So, what, then?" Rainbow questioned. From the way she said it, it was hard to tell if she was still upset or if she was sincerely at a loss as to what the next course of action should be. "We came all this way just to have the door slammed in our faces? What are we supposed to do now?"

Twilight slowly and solmenly answered. "We'll have to go back to our original plan, recruit some of our other allies. And if that doesn't work, we'll just have to hope the Elements of Harmony will be enough."

"Well, wherever you go, we'll go too!" The rainbow maned pegasus firmly insisted.

Twilight was surprised by such a statement. "Really? Even after everything that's happened since we started this journey, you still want to be with me?"

Everyone else nodded, and Fluttershy willingly expressed the group's sentiment. "We've been through too much together to let something like this tear us apart, Twilight. We may not approve of what you've done, but we're not going to abandon you because of it. We know you're sorry. All we want is for you to trust us, trust in the bonds we share to see us through."

The young alicorn couldn't stop herself from shedding a few tears. "Oh girls!" She exclaimed! "I don't deserve friends like you!"

Rarity waved a hoof. "Hogwash, Twilight. Friendship is all about second chances," She added. "I'm sorry we didn't listen to you back in Klugetown. You were right about Capper, much as it pains me to admit it. But we started this journey together, and one way or another we'll see it through together!"

However, it was at that moment that Spike (who had up to this point been unusually silent) nervously spoke up. "Um, girls?"

"What is it, Spike?" Twilight asked him, before she happened to get a good look at her surroundings. What she saw was enough to unnerve her. The Storm King's army had managed to catch up to her and her friends, forming a tight circle all around them.

And then, who should approach the ponies but Tempest Shadow herself in all her glory? Grubber was accompanying her. Yet surprisingly, where one would've expected her to be smiling with satisfaction, she seemed unusually reserved. "Sorry to interrupt such a... touching moment between friends," She spoke slowly and calmly. "But as you can clearly see, you're surrounded."

"So what?!" Rainbow Dash scoffed, shrugging off the attempted intimidation. "You think that scares us?! Well you're wrong! We don't scare easily!"

Tempest only replied. "So I've heard."

Twilight plucked up courage, eyeing the hornless unicorn with suspicion. "What do you want from me?"

Tempest blinked slowly. "Want? What I want is simple. And I'm willing to make a deal with you, if you're interested."

"You can forget it, freak!" Rainbow hollered! "Twilight doesn't make deals with the likes of you! If the Storm King wants her so badly, he'll have to come and get her himself! Twilight isn't interested in any deal you could offer!"

But the young alicorn pushed her rainbow maned friend aside and locked eyes with Tempest. "What's the deal?" She demanded of her pursuer.

The hornless unicorn laid bare her proposal. "You're the only one I need. The Storm King needs your magic, not the magic of your friends. So surrender and come back to Ponyville with me. Then, as long as your friends," She arched an eyebrow upward ever so slightly. "Don't try to interfere or mount any sort of rescue, they're free to go in peace. But if they do try to protect you, or if you decide not to accept my offer, then I'll be 'forced' to take drastic measures," She turned away slowly. "Go ahead, think it over for a little bit. Just don't take too long, I haven't got all day."

Just like that, a grim reality settled in for the group of seven. There was no easy way out of their current situation. One way or another, they were going to have to deal with Tempest and the Storm King's army.

Twilight and her friends quickly huddled close together. Now a new debate took hold of them: What their best course of action was given their situation.

Rainbow Dash, naturally, was the first to make her view known. "There's no way we're letting Tempest get her hooves on Twilight! Not a chance! If she wants a fight, she can have one! I say it's time we pay her back for what she did to the pirates!"

Applejack added her own sentiments. "She's tough, but together I think we can take her. And if we're lucky, a battle with her will show the Storm King we're not to be taken tightly. Might even be enough to make him reconsider his invasion of Equestria."

Rarity nodded in agreement. "For once, I agree with Applejack and Rainbow Dash. Much as I detest fighting and violence, I have no qualms when it comes to holding my own and protecting a friend. Tempest clearly doesn't know us well if she thinks we'll be intimidated by the likes of her."

Pinkie Pie smiled, beaming brightly! "It's funny, I think you're all right. No more running away! One way or another, we're settling this now! This should be fun!"

Even Fluttershy seemed to agree with the others. "I was hoping it wouldn't have to come to this. But it looks like we're in for a fight, Twilight. I don't know why the Storm King wants your magic so badly or what he hopes to accomplish with it, but it can't be good. If the only way to prevent him from getting a hold of you is to fight, then fight we must. I just hope we can end it quickly and convince Tempest to back off."

"Looks like the girls have decided," Spike spoke up as he looked to Twilight. "So, what's the plan? Are we gonna let Tempest make the first move, or are we gonna try to catch her by surprise?"

But to the surprise of all, Twilight looked at her friends and said sadly to them. "I've put you through enough trouble and misery already, girls. I can't ask you to put yourselves in danger again because of me."

"Twilight!" Spike exclaimed in disbelief, throwing himself at her hooves! "Please, think about this! Don't throw your life away for our sakes!"

The young alicorn just used her magic to gently peel Spike away. "I'll be fine," She insisted even as her tone of voice betrayed her projected confidence. "This is what's best for all of us, for all of Equestria. You girls carry on without me. And you too, Spike. I'm sorry I have to leave you like this."

Rainbow Dash was now desperately protesting! "Twilight, come on! This isn't the right choice! Tempest can't be trusted! And who knows what the Storm King will do to you?!"

Twilight would hear nothing of such an argument. "Even if we did fight now, what would that accomplish? Nothing, that's what. Tempest would just keep pursuing us to the ends of the world, perhaps even beyond," She trotted forward. "At least this way you'll all be safe. It's the least I can do after I messed up so badly with the seaponies. No one else should have to get hurt because of me.

"Twilight, nooooooooooo!" Pinkie Pie screamed and desperately lunged forward, trying to grab hold of the alicorn princess and stop her! Alas, she only succeeded in grabbing thin air and falling into the sand.

Twilight cleared her throat, catching Tempest's attention. "Alright, Tempest," She let out an unhappy sigh, then grit her teeth. "You want me so badly? You can have me. But leave my friends alone!"

Tempest appeared to be surprised by the action taken by her target. "Really? You're giving yourself up now?"

"Yes," Twilight firmly nodded. "So you have to keep your end of the bargain: My friends are not to be harmed."

The hornless unicorn smiled ever so slowly and faintly. "Very well, just so long as they don't get any ideas about playing the hero. They're not to come after us or try to rescue you. If they do, the deal's off!" She then clapped her hooves and instructed. "Bring in the cage, boys! We have what we came for, it's time to go home."

Seconds later, the zeppelin displaying the Storm King's logo appeared overheard, the loud whir of its engines announcing its presence. Its bottom then opened up, and a huge, metal cage descended from it quite slowly. It was brought down to the beach via a long chain, and when it had landed, Tempest opened its door. "Come on, princess," She instructed to her captive. "We mustn't keep the Storm King waiting."

Twilight obeyed without hesitation, leaving everyone else shocked and surprised. One look into her eyes conveyed the seriousness, it seemed she had lost any will to fight or resist. And that look didn't fade even once the cage door was slammed shut behind her, the cage then slowly being lifted into the air and towards the zeppelin.

Twilight's friends could only watch in helplessness. None of them dared to make a move for fear that Tempest would retaliate. How had it ended like this?

Within a minute or so, the cage with the captive alicorn inside was hoisted up into the zeppelin. Tempest then turned her back to Twilight's friends as she, Grubber, and the Storm King's army all walked away.

Spike and the other ponies were thus left alone on the beach to try to process their shock, disbelief, and most of all despair. All they could do was watch as the zeppelin slowly floated away over the horizon, eventually disappearing from sight completely.

Just like that, the Storm King had won.

Author's Note

The fight on the beach seems to be what many consider the lowest point of the movie, or at least a contender for it. It feels very contrived, and follows the trope of how most animated movies nowadays seem to have an argument occur towards the beginning of the third act that makes the heroes separate. The biggest problem is that the argument quickly devolves from meaningful accusations of Twilight not trusting her friends (and lying to them), and the rest of the mane six not taking the journey seriously, to petty remarks about how Twilight thinks she's the only one that matters and that because they're outside of Equestria they can't do what they normally do.

And Twilight saying she would be better off without friends is horribly OOC for her. Whether it's four seasons in or seven seasons in, that is not something she would ever say. In fact, setting the movie right after Season 7 makes her saying that even more OOC because she just saw for herself how one disagreement could destroy a bond of friendship, and how important communication was. She would be beyond thinking that she'd better off on her own. And for Twilight's friends to desert her because of it is even more OOC, because Rainbow Dash, Pinkie Pie, and Fluttershy are all guilty of having said the wrong thing in the heat of the moment and then regretting it later.

So I wanted to change how the argument played out, and change how and why Twilight gets captured. Just because the scene had to end with Twilight being taken prisoner does not mean they needed to force the mane six to split up due to an argument. There had to be a better way to go about it.

Part 15: Open Up Your Eyes

The interior of the zeppelin was very dark, only a few hanging lights provided any sort of illumination. And they bathed their surroundings in an ominous red glow.

Tempest soon strolled in. She smiled as she looked at the cage and beheld her captive: Princess Twilight Sparkle in all her glory. And unlike the other princesses, she had been captured without the need to be turned to crystal. The Storm King was sure not to mind that.

Twilight, for her part, remained silent and forlorn. She just stared off into the distance. She wasn't crying or sobbing. In fact, she seemed to not be moving at all. One could've been mistaken for thinking that she was just a frozen statue and not the real thing.

Tempest trotted towards the cage, eager to chat with her captive and get in a few teasing remarks while she could. "Gotta say, I'm surprised: I expected you to make it difficult for me to find you, princess," She humphed and frowned a bit. "To think, you could've just surrendered to me back in Ponyville. We could've saved all this trouble and no one would've needed to get hurt. But you insisted on making me chase you to the ends of the world and back. Yet when I most expected you to fight, you chose to give yourself up. You continue to baffle me."

The captive alicorn still said nothing. She remained silent and just sat there.

The hornless unicorn snorted, narrowing her eyes as she pressed the stub on her forehead up against the cage. "Oh come on! Now you're all silent! You're taking all the fun out of this!" She stomped a hoof down in frustration! "I thought capturing you would give me satisfaction, but all I have is this empty feeling. What's the point of me capturing you if you're just going to throw your life away? No chat, no defiance, no anything. It's almost like you wanted me to take you prisoner. But come on, surely the princess of friendship isn't like that. You must've given yourself up for your friends, perhaps even your 'son', Spike."

Yet Twilight still refused to say or do anything. She seemed to have lost any will to do anything at all.

Tempest gave a low growl and turned her back to the princess. "This is a waste of my time. I might as well have turned you to crystal too."

At last, Twilight spoke. She spoke in a slow, sorrowful tone. And she said only one word. It was spoken so softly it was hard to hear her. "Why?"

Tempest spun around, perplexed by the princess' proclamation. "'Why' what?"

Twilight seemed to find the courage to speak as she clarified her question. "Why do all this, Tempest? Why side with the Storm King? How can you turn your back on Equestria, on your own kind?"

The hornless unicorn rolled her eyes. "Really, you're gonna ask that? I don't have a choice, princess. What the Storm King wants, the Storm King gets. Whatever he decides to do is no concern of mine. As long as I stay on his good side, that's all that really matters." It was possible to notice the faintest hint of regret creeping into her tone of voice, even though she was doing a good job of trying to mask it.

The young alicorn continued. "But I don't understand why, or how. Why would you give yourself over to someone like the Storm King in the first place? Why betray your roots and your home country? You're a pony, like me."

Those words appeared to touch a nerve of some sort with Tempest. She trotted up to the cage with gritted teeth, pressing the stub on her forehead up to its metal bars as it sparked and crackled ominously. "That's where you're wrong, princess. I may be a pony, but I'm not like you: Never was and never will be! You may not see it my way yet, but you will soon enough!" And with that, she launched into a song, singing angrily and coldly:

It's time you learned a lesson,

It's that you understand.

Don't ever count on anyone else,

In this or any other land.

I once hoped for friendship,

To find a place among my kind.

But such was mere childish thinking,

Friendship was just a lie!

Suddenly, as she sang, plumes of reddish-orange smoke shot up from underneath the cage Twilight was in! They flooded the room with light, casting shadows on the walls that seemed to move around with Tempest. Strangely enough, the shadows were uneven: The ones on the left depicted her with a full horn, while the ones on the right reflected her as she was (without a horn). All the while, she was singing loudly:

Open up your eeeeyes!

See the world from where I stand.

Me among the mighty.

You caged at my command.

Open up your eeeeyes!

Give up your sweet, fantasy land.

It's time to grow up, and get wise.

So come now, little one.

Open up your eyes!

When Tempest had finished singing, she trotted back to the cage and locked eyes with her prisoner. "I know what you must be thinking: 'Tempest, what made you what you are?' Well, if you want to know so badly, take a look for yourself," She gestured to the alicorn's horn. "Go ahead. I won't stop you."

Reluctantly, Twilight lit up her horn. And once it was glowing brightly, she pressed the tip of it to Tempest's head, just above the eyes. There was a flash, and the alicorn's surroundings were bathed in brilliant white light!

When the light finally faded, Twilight found herself looking at scenes that appeared to be rendered as if they were in a child's storybook. There was what appeared to be a younger, blank flanked Tempest, still with a horn. And she was happily running and playing with two other unicorns: One a lime green in color, and the other a shade of metalic blue. The three unicorn fillies were happily bouncing a ball back and forth to each other via their magic. And they didn't seem to have a care in the world.

The memories were interrupted only briefly by the voice of Tempest from the present, who called to the alicorn. "You can see it now, can't you? The day it all changed for me. The day I realized how cruel and unforgiving the world really is, and how little good the magic of friendship does to those who need it most." The memories then resumed playing, all the while Tempest could be heard singing:

We all start out the same,

With simple, naive trust.

Always shielded from the many ways,

That life isn't fair or just.

But then there comes a moment,

A simple truth that you must face.

That if you depend on others:

You'll never find your place!

As the singing ended, the memories shifted. The unicorn fillies stopped playing when their ball accidentally bounced right into a cave. The two other unicorns looked to the blank flanked Tempest and seemed to encourage her to go into the cave to retrieve the ball. The filly Tempest obeyed despite her visible hesitation.

Soon, little Tempest had retrieved the ball. But before she could leave the cave and get back to the other unicorns, there came a thunderous roar! The filly looked up, and almost dropped dead at the sight! There stood an ursa minor, apparently fully grown and very angry at having its cave intruded into.

The filly Tempest tried to light up her horn and teleport away, but she was so frightened that she couldn't concentrate! All her horn could do was spark in vain. And before she could do anything else, it was too late! The ursa minor swung at her with its sharp claws, one of which struck her across the face! The claw knocked the filly's horn clean off! It fell upon the ground and shattered into pieces, leaving Tempest with just a little stub where her horn should be.

Despite being badly wounded, however, the now hornless unicorn somehow managed to get away from the ursa minor. But once she was outside the cave, she only had enough strength to roll the ball forward a few inches before collapsing! The other two unicorns rushed to her side, horrified at the sight! But it was clear from the looks on their faces that they didn't know what to do in this situation.

The memories changed rapidly. Everything seemed to be happening so fast. The hornless Tempest was rushed to what appeared to be a small hospital of some sorts, doctors working on her with rapid precision as they attempted to stabilize her! The surgery appeared to be succesful, because the filly was able to recover. But she was forever altered as a result of the attack: Her right eye now displayed the visible scar from where the ursa minor's claw had struck her after knocking off her horn. And it was soon clear that the doctors had not been able to reattach the shattered horn, telling the still blank flanked filly in no uncertain terms that her horn was gone forever.

A sorrowful Tempest was heartbroken at the news! But her sorrow quickly turned to anger and frustration as she looked out the window! She could see other ponies, especially unicorns. and they were all running around as happy as can be. None of them seemed to have a care in the world. It seemed like nopony truly cared what had happened to her. Even the two other unicorns she had been with had not showed up to her hospital room. It was like they'd already forgotten all about her. Now that she was without a horn, she was basically cut off from ponykind.

So it was that, with tears in her eyes and the stub on her forehead sparking and crackling that the blank flanked Tempest took off! She didn't look back once, even as she swore she could hear ponies shouting at her, begging her to come back! But all she could think about was how the world had wronged her, and how it had robbed her of all that mattered. In one fell swoop she had lost her horn, her magic, and her innocence.

Then, as the memories began to fade, an image appeared of the still blank flanked filly Tempest looking up to the sky. She saw storm clouds rumbling, flashing with lightning. And the last thing that was seen was her being approached by a figure that was unmistakably the Storm King. He spoke not a word, but looked upon the hornless unicorn with a sinister smile. It seemed he had plans for her, and was ready to take her in.

When the memories disappeared a moment later and Twilight returned to reality, she could hear Tempest singing in a sorrowful, bitter tone:

Then as you take that first step,

Down a path that's all your own.

You see it all so clearly,

The best way to survive is all alone!

"Well, now you know," Tempest coldly replied. "And I don't need your pity! I don't need anyone's pity! It couldn't bring back my horn, it couldn't bring back my friends, it couldn't bring back anything! Equestria had cut me off whether it meant to or not. I never even planned to join the Storm King. I just knew I had to get away. I had to go somewhere, anywhere. I made my choice long ago. There's no turning back now."

To say that Twilight was shocked by how hardened Tempest had become as a result of that childhood accident would be an understatement. To think that anypony could've experienced such tramua at such a young age, and yet no one had been there to help. Was it just an isolated incident? Or were there more ponies like Tempest out there who had been robbed of so much, and gotten so little in return?

Without waiting for any kind of reply from the princess, Tempest just started to sing again as she pressed a button and made Twilight's cage begin to rise:

Open up your eeeeyes!

See the world from where I stand.

Me among the mighty.

You caged at my command.

Yes, open up your eeeeyes!

And behold, the faded light!

It's time to grow up, and get wise.

So come now, little one,

Open up your eyes.

Open up your eeeeyes!

As the singing ended, the roof of the zeppelin opened up. And Twilight took in a most horrifying sight! Ponyville was completely covered in storm clouds, which blocked out all natural light. In the amount of time she had been gone, the town appeared to have fallen into a state of despair and decay.

"Do you see now, princess?" Tempest coldy, cruely taunted. "This is what the magic of friendship has brought: Nothing but pain and misery. When it matters most, it's nowhere to be found. And the outside world is even worse: You have to fight just to survive. You may have believed otherwise, but now you see the world as I see it: Cruel, unforgiving, without mercy. Still believe friendship is magic? Still believe that friendship can fix anything? Or have you finally seen the reality of the situation? Face it, princess, friendship has failed us both."

But Twilight could only shake her head and glumly replied. "Friendship didn't fail me, I failed friendship."

The hornless unicorn scoffed at the remark. "Hmph, still with the self rightuious talk, I see. Well, I guess you can cling to hope for a little longer. One way or another, though, the Storm King will take it from you like he will take your magic. And you've only yourself to blame."

"Tempest, please!" Twilight desperately pleaded! "It's not too late, even for you!"

Tempest would hear nothing of such talk. "It's hopeless, princess. I'm already too far gone to be saved. And soon, all of Equestria will meet the same fate." With that, she turned and trotted away.

Author's Note

First and foremost, another tie in novel for the movie suggests that Tempest is an orphan, and there has been no word on any possible family she might have had. So I decided to roll with that prevailing canon here.

This, like with the argument on the beach, is a part of the movie I knew I wanted to change, because there's a lot about that's not so good. First and foremost, the visuals for this song are a major downgrade compared to "One Small Thing", and even assuming they had to conserve the animation budget because of that, they still don't do anything creative even though the villain song is usually where you see the strongest visuals in any animated movie.

Also, from a visual and storytelling perspective, there is no proper transition into Tempest's memories, and it isn't clear how this is being conveyed in-universe. It also ends up recycling the same backstory from Starlight Glimmer, even considering that Tempest's trauma is clearly much stronger and much more personal. But it still leaves us with a lot of unanswered questions that never get addressed.

And in-universe, Tempest not only repeats the same basic argument about being blind and childish, but she tries to use the song to suggest that she's not like Twilight at all, refusing to show any signs of guilt, remorse, or even hesitation. And that makes her sudden redemption at the end of the movie all the harder to swallow.

So I wanted to fix all those things here to the best of my ability, to show that there is still some good inside of Tempest even if she doesn't realize it, but that she believes she has no choice but to follow the Storm King's orders. I've been eluding to him a lot in this rewrite because the one thing the Storm King really lacked was an in-universe to be feared or to be respected, nothing about him ever conveyed why everyone treated him like this all powerful being that was either to be respected or to be feared.

Part 17: Back in Ponyville

The rest of the trip back to Ponyville passed in silence for Tempest and Twilight. Neither made any further effort to engage the other in conversation. Twilight just sat in her cage, feeling forlorn and very sorry for herself, wondering how and why it had all gone so wrong. And Tempest, she tried her best to ignore that guilty feeling deep down inside that continued to gnaw at her.

Before long, Ponyville came into view, and Twilight (still in her cage) was lowered to the ground.

"Come on, princess," Tempest sternly insisted, watching as her captive was removed from her cage, then bound and tied up with chain to ensure she wouldn't be able to escape (not that it seemed the idea of it ever occurred to the princess). "We don't have all day."

Twilight was then led through Ponyville, and she could only take in how much misery there seemed to be all around. Everywhere she looked, she could see various attendies of the Festival of Friendship locked into cages, unable to move around or do much of anything. Even Songbird Serenade had been taken captive, and all she could do was sing a sad, sorrowful song.

It only further contributed to the feeling deep inside the alicorn, that she had let everyone down when they had dependened on her the most.

The sight that truly broke the young princess' heart, however, was seeing the three fillies known collectively as the Cutie Mark Crusaders all thrown together in the same cage. As soon as she saw them in their sad state, the guilt washed over her like a tsunami!

"Sorry, Twilight," Apple Bloom was the first one to speak up. "I know we should've just run away and laid low, but we couldn't leave the others behind."

Scootaloo added. "We joined in a daring rescue plan with some of the others who managed to escape," Then she frowned, looking down at the ground. "But it didn't matter. We never stood a chance."

And Sweetie Belle sighed. "So much for being the big heroes. Princess Luna sacrificed herself for nothing."

Twilight fought back the tears. "Don't blame yourselves, girls. It was great you tried to help," She let out a sorrowful sigh. "It's more than I did to help everyone. All I ended up doing was making things worse."

The three fillies all looked at the princess with surprise. "Whaddya mean by that, Twilight?" Apple Bloom questioned.

"Yeah. I thought you and your friends were going to get help." Sweetie Belle chimed in.

Scootaloo then asked. "This is all part of your plan, right? Right?!" Her tone of voice conveyed just how worried she was, even if she tried not to let it show outwardly.

Twilight merely shook her head from side to side. "No. There's no cunning plan. The bad guys have won. And it's all my fault." She then turned away, unable to look the crusaders in the eyes any further.

Yet the sorrows only continued as the alicorn was led further away, brought closer and closer to the castle that had been her home. Resting right near the castle's front doors was none other than Shining Armor, who was cradling a crying Flurry Heart as best he could. "It's okay, sweetie. It's okay," He whispered gently to her, trying to stay positive. "We'll figure a way out of this, I promise." But it was clear just by looking at him that he didn't really believe the words he was saying. Even he seemed to think there was nothing that could be done.

It really was hopeless, wasn't it? Twilight was all alone, her friends wouldn't be coming to save her. And even if they were it wouldn't matter, they trip outside Equestria was a bust. Thanks to Twilight's rash decision, they had nothing to show for it. And with their bonds strained, she now wasn't so sure the Elements of Harmony would respond. They would fail, just as they had failed the last time her and her friends had had their bonds pushed to the breaking point. Unlike that time, there was no Princess Celestia waiting to set everything right.

Was this how it would all end?

Tempest soon pushed open the doors to Twilight's castle, and ushered her captive inside. It was now possible to see the crystalized forms of the other three alicorn princesses, their looks of terror frozen on them for all to see. And it only further drove home the reality of the situation.

Twilight was thrown to the floor as her castle's front doors were slammed shut. She slowly rose to her hooves and whimpered, locking eyes with Tempest as she sought desperately to plead. "Tempest, please! It's not too late, even for yourself! There's good inside you, I can feel it! Please, think about this! You don't have to serve the Storm King! Let me go, and together we can take him down! If you do, maybe I'll be able to get you a lighter sentence, a chance to start your life over."

Tempest would hear nothing of such an argument. "It's too late for that, princess! I made my choice long ago. The Storm King's orders are to be obeyed without question. I have no choice!" She firmly argued. "But don't worry. Once I've frozen you in crystal, you won't feel anything. It'll be just like going to sleep. And something tells me the Storm King won't leave you and the other princesses frozen in crystal forever. He'll set you free, if only so he'll have someone to play with and keep him entertained."

The young alicorn again protested. "And you really think he'll give you what you want most? You think he can bring back what you lost so long ago? If you'd just come to us and surrendered, none of this would've had to happen."

The hornless unicorn only grumbled in reply. "You're not going to change my mind, princess. After everything I've done just to get to this point, it would be foolish to throw it all away now," Then she looked her captive deep in the eyes and whispered. "Besides, once the Storm King is powered up, he and the rest of the world will see what I'm truly capable of. They'll all see what I can really do."

"Is that so? How fascinating," A sinister, sadistic voice called out from afar. Its owner soon revealed itself in the form of the Storm King in all his evil glory, his staff clutched firmly in his paws. "Enlighten me, Tempest, what can you really do?"

Grubber (who had been by Tempest's side up to this point), gulped and hastily excused himself. "Uh... I think I'm just gonna... go check on the preparations for the victory party. Y-yeah... that's it!" He then ran off as fast as his legs would let him, quickly exiting the castle as the doors opened and then slammed shut behind him.

Tempest, meanwhile, spun around as she turned her full attention to the one she had thrown her lot in with all those years ago. She tried her best not to appear intimidated as she managed to force out. "W-why... serving you as your second-in-command of course, just like I always have been and always will be."

The Storm King appeared to be satisfied with that response. He opted not to press Tempest any further. "That's what I thought," His smile grew brighter. "I must say, you've certainly redeemed yourself, Tempest. After your failure at Mount Aris, I was beginning to have my doubts about you. But now I see that the only reason you failed at Mount Aris is because you had yet to fully embrace my teachings. Showing mercy to your enemies is a waste of time: Enemies are to be conquered and crushed."

"Yes, your excellency." Tempest slowly nodded.

The Storm King then approached Twilight, quickly taking notice of what was different about this captive alicorn compared to the others. "Then perhaps you can explain why this one is still standing, not trapped and frozen in crystal like the others."

The hornless unicorn answered. "It doesn't matter. She's lost the will to fight back. She has been broken."

The evil satyr gave a wicked laugh. "Well good, that means she'll be the perfect victim to test my new powers on! Soon, all will fear the name of The Storm King!" But his happy mood soon faded as he then started to complain. "But first, I think a little change of sceneary is needed. This place is hardly fitting of my glory."

Tempest nervously asked. "W-why? W-what's wrong with it? It's a castle, isn't it? And a castle's a castle, right?"

The Storm King nodded back. "Yes, I suppose it is. But this place is just a little too... oh, I don't know... cute!" He spat out the last word with noticeable malice and venom. "It stinks of ponies and I don't like it! So come on, make with the punchline already, Tempest, because that has gotta be a joke!"

At that the hornless unicorn whimpered and stepped back! "A... thousand apologies, your so wonderful badness. I... never considered how ill fitting this castle would be. I... wasn't expecting you to show up so soon. B-but... we can still make this work."

"Yes," The Storm King seemed to agree. "Some paint, a little elbow greese, and a good bit of remodelling, and even a castle like this can be made into the splendid jewel in the crown of my empire!" Then he thrust his staff down hard into the ground! "Ah, but first, I must have what I came for! I will not be denied!" Within seconds, magic from the horn of Princess Twilight and all the other princesses all flowed out of them and into the staff. When every last drop of magic was drained, the staff glowly brightly and surged with power.

The Storm King clutched his staff, stroking it with a claw and admiring the warm feeling he felt from its glow. "Yes!" He triumphantly proclaimed! "The power is all mine!" Then he turned to the one alicorn not trapped in crystal. "Say, princess, fancy helping me test my limits?"

"No." Twilight replied.

The Storm King was hardly one to be denied, however. He merely used the powers of his staff to pull the alicorn close to him, then flung her hard into one of the crystal walls. "Seems you still have a little bit of fight left in you after all. Not to worry, we'll soon fix that!" His eyes narrowed as he gleefully and sadistically exclaimed! "Now it's time to play! And believe me, I play rough!"

All Twilight could do was gulp and swallow hard. She was completely at the Storm King's mercy.

Author's Note

I've always held the belief that the Storm King has a very sadistic and cruel personality, even if in the movie he was just a hammy evil kind of villain.

I did also want to change what happens before the Storm King arrives. While I get the intended metaphor with Songbird Serenade singing (she's the caged bird that sings), her being the only one that Twilight sees or focus on doesn't carry a lot of stakes given how little involvement Songbird had in the plot up to that point.

The bit with the Cutie Mark Crusaders relates to what was confirmed to be an off-screen plot point in the tie-in mobile app from Gameloft: Starlight, Trixie, the CMC, and a couple of other secondary and background characters attempted a rescue operation at some point while Twilight, Spike, and the rest of the mane six were traveling to Mount Aris.

Part 18: The Battle for Ponyville

As the Storm King was delighting in his newfound power and already thinking of ways he could use it to his advantage, he had no way of knowing that some very unexpected guests were about to put a crimp in his plans.

On the outskirts of Ponyville, Capper, Spike, the ponies, and their allies all appeared in the literal blink of an eye. And they were accompanied by a very large cake that had been baked seemingly out of nothing.

Capper had to take a moment to get his bearings. He was not used to instantenous teleportation, or telportation in general. "A little more heads up would've been appreciated." He remarked as he stumbled around a bit.

Fluttershy giggled ever so faintly. "Sorry, but that's Discord for you. If it works for him, he rarely thinks otherwise. Besides, if it wasn't for his help, we wouldn't have gotten back here so soon."

Spike, however, was rather nervous as he looked towards the horizon. He'd never seen Ponyville in such a gloomy, sorrowful state. "Are we really sure this is gonna work?"

Capper nodded. "Never known an evil king yet who turned down a free cake," He hurridly turned back to the cake, then looked to the ponies and whispered. "Remember, we have to make it look convincing. They need to think I captured you all. So look unhappy."

Pinkie Pie replied. "Well, I'll try. Frowning doesn't come as easily to me as smiling." But she put on a fairly convincing frown anyway as she and the rest of the ponies were all hitched up to the wagon that would haul the cake.

Spike, meanwhile, climbed inside the cake. "I hope this works." He said to himself.

The cat twiddled his whiskers with a paw. "Oh it'll work, one way or another. Now just relax, and let me do all the talking. If we play our cards right, we should stroll right up to that castle no problem. They'll never see us coming, until it's too late that is." And with that, the secret plan was set into motion. The wagon carrying the very large cake rolled slowly down a hill and into Ponyville proper.

All seemed to go well at first. The Storm King's guards saw the cake from a distance, but thought little of it as it approached.

Grubber, however, was anything but convinced once he saw who was leading the wagon. The little hedgehog had decided to spend time with the guards, and now he could see Capper approaching. He still remembered what the cat had done back when Tempest had been pursuing the ponies. Looking to the guards, he said to them. "Stand aside, I'll handle this. I don't trust that cat. He's too shifty for my tastes."

As Grubber approached, the wagon with the cake slowed to a halt. Capper stood at attention with an innocent smile. "Surprised to see me again, Grubber?" He greeted in a tone of voice that was supposed to sound friendly, but ended up sounding like his usual shifty self.

Grubber nodded. "Yeah. Last I remember, you were jumping ship with the pirates after Tempest found out you were a traitor. What are you doing back here, kitty cat? Trying to pull another one of your schemes?"

Capper innocently replied. "Oh no, no schemes. I figured the least I could do was try to get back into the Storm King's good graces," He gestured to the cake. "When I heard the Storm King was going to have a victory party, I thought I'd take the liberty of delivering the cake. Plus," The cat gestured to the ponies hauling the cart. "I captured these ponies who happen to be friends of Princess Twilight. I'm sure the Storm King would be pleased to know they're no longer a threat."

Grubber snorted. "Fine," He grumbled, apparently convinced as he turned back to the guards. "Let 'em through," But to Capper, he added. "I'm watching you, bud. So don't try anything funny!"

The shifty cat flashed a grin. "Oh believe me, if I try anything at all, it won't be funny." And then he, the ponies, and the cart they were hauling started rolling through Ponyville, past the ponies and other creatures still held captive.

Grubber kept his eye on Capper for a while. But soon, his attention was fixated on the very large cake being hauled through town. It looked so tempting, the sight of it made his mouth water. Against his better judgement, he approached the cake and asked in an innocent tone of voice. "Say, mind if I just have a little taste of the cake? You know, to make sure it's not poisoned or anything."

Capper became rather nervous as he saw Grubber approach the cake. "Uh, I'd rather you'd didn't. This cake needs to be delivered in pristine condition."

"Aha!" Grubber exclaimed as he rushed up to the wagon! "That settles it! You're definitely trying to poison the Storm King! Well, not on my watch, bud!" He scrambled up to where the cake was, and used a paw to grab a part of the culinary creation, promptly stuffing it into his mouth as bits of frosting started to dribble down his cheeks. The taste was so overwhelming to his taste buds, in a good way! "Oh, wow!" He exclaimed, dropping any pretense of doing anything else!

"Hey, what are you doing?"! Capper turned around and tried to shoo the hedgehog away from the cake! "I told you not to touch it!"

The little hedgehog was too busy eating to pay any attention to anything Capper or anyone else said. "Well, it's not poisoned." He said in between bites. As he kept eating away at the cake, he was unaware of some eyes starting to poke out from it, watching him with suspicion and concern.

"Seriously, pal, I wouldn't do that if I were you." Capper tried to warn.

Grubber waved a paw and shrugged off the remark, completely unconcerned. "Relax, I'll just have a few more bites. Heck, I'll help you patch it up before we serve it at the victory party." Yet mere seconds after he said that, he was suddenly grabbed from behind and pulled into the cake! A claw went across his mouth, preventing him from speaking or shouting.

Unfortunately, the hole in the cake was now becoming noticeable. And some of the Storm King's guards were starting to become aware of what was showing through it. They quickly moved to block the cake's way, also preventing Capper from moving ahead as well.

Capper tried to play it off. "You're just imaging things. There's nothing wrong with the cake. Now let us through, or do you want to tell the Storm King why his victory party doesn't have a cake?"

The guards were anything but convinced. They pressed their spears up towards Capper and grunted, demanding to see inside the cake.

The jacket wearing cat sighed. "Guess the jig is up."

A second or so later, the cake burst open completely! Out from it emerged Captain Celaeno and her crew with their swords at the ready! Princess Skystar also popped up, accompanied by several well trained hippogriff soldiers! And of course, now that all pretenses of pacification were off, the ponies quickly unhitched themselves from the cart as Spike jumped out to join them!

"So much for the element of surprise," Spike sighed in brief dismay. "But we're getting to that castle one way or another!" And just like that, a fight broke out!

The sound of a scuffle quickly drew more of the Storm King's guards to the scene, many of them abandoning the cages that they had kept watch over up to this point. Just like before, they began to surround the ones rebelling, clearly intent on stopping them through superior numbers.

"Oh my!" Fluttershy exclaimed when she saw one of the guards. "You look tense. Perhaps you'd like to talk about it?"

Pinkie Pie, meanwhile, began rappidly pelting one of the other guards with cupcakes! As she did so, she started to laugh, clearly enjoying herself!

Even Rarity got in on the action, using her legs to hold her own and topple more than a few of the guards when they tried to strike her. "We have a friend to rescue! We're not going to let ruffians like you get in our way!"

Yet it was soon clear that all the fighting was accomplishing very little. There seemed to be no end to the amount of guards who showed up to take the place of those who were taken out of the fight.

Captain Celaeno and her crew were the first to realize this, and they shouted to the others! "Get out of here! Keep going! Don't let them stop you! We'll fend them off as long as we can!"

"No, we're not leaving you guys again! We can stay and fight!" Rainbow Dash protested.

Captain Celaeno would hear nothing of such an argument. "You need to get to the princess. We'll create an opening for you, but you must hurry!" And then she shouted to her crew! "Come on, scallywags! Let's teach these landlubbers a thing or two!"

Sure enough, with the pirates flying overhead and more or less wrangling and corraling the guards into smaller circles, an opening was created to let the other members of the rescue party through.

Fluttershy had to be called away after she had managed to reduce one of the guards to tears just by talking to him. "Sorry to leave you like this," She sincerely apologized. "Come see me after this fight is over, and we can resume our discussion at my cottage."

But the now reduced in numbers rescue group didn't get far before they found themselves being encircled again. The Storm King's army showed no signs of thinning out anytime soon.

Princess Skystar immediately plucked up courage! "Shelly! Sheldon!" She pulled out the colored clams with eyeballs painted on them. "Help me out!" She tossed the shells at the guards, tripping them up and making them fall to the ground!

The hippogriff soldiers rushed to Princes Skystar's side a moment later! They seemed quite intent on following the order to protect her, regardless of what the current situation was.

The hippogriff princess just hollered back to her friends! "I'll catch up with you again after I teach these creeps a lesson! You ponies have to keep going! You're almost to the castle!"

"We'll come back for you if we can!" Pinkie Pie hollered, before she rushed ahead with the rest of her friends!

But when Capper, Spike, and the ponies drew close to the castle and ready to approach its doors, they were shocked to find yet more guards from the Storm King's army waiting for them!

"Again?!" Applejack groaned in disbelief! "Where do they all keep comin' from?! Did they all clone themselves or somethin'?!"

Rainbow Dash grit her teeth! "Well, we've come too far to be turned back now! We have to get to Twilight no matter what it takes!"

"But how? Our army's already falling apart, and there's so many of those guys!" Spike exclaimed in disbelief! "What are we gonna do now?!"

Capper seemed to get an idea as he looked to Spike. "Hey, you're a fire breathing dragon, right?"

"Yeah, but I don't see how that's going to..." Spike began, then the realization slowly dawned on him. "Oh... yeah!" He giggled, putting his claws together! "They won't be expecting that!"

Capper grinned. "Exactly!" He grabbed Spike and held him close. "Okay, dragon, let 'er rip!"

Spike eagerly obeyed, spewing forth flames from his mouth! Capper then pushed him forward, turning Spike into a makeshift flamethrower!

This, coupled with the actions taken by the ponies, seemed to work as intended. Slowly but surely, they were clearing a path towards Twilight's castle, ready to rescue her.

Meanwhile, high up on the castle's balcony, Twilight had been trying in vain to fend for herself against the Storm King's magic. He tossed her out onto the balcony like a rag doll, and her skid was halted only when she hit the balcony rail!

The Storm King just made a tsking motion as he strolled up towards the weakened alicorn. "Gotta say, princess, you're really not living up to my expectations. Come on, you gotta have at least a little fight left in you! Make this interesting!"

Twilight groaned, slowly rising to her hooves as she breathed heavily. "If this is your idea of fun, Storm King, it's no wonder you don't have any friends."

The evil stayr coldly replied. "Friends? Who needs 'em? They just get in the way. Better to be feared than to be loved," His eyes narrowed. "And I see such fear in your eyes, princess."

"I may be afraid," Twilight defiantly replied. "But I refuse to let you intimidate me! You won't break me that easily!"

The Storm King gave off a wicked laugh. "That's music to my ears, 'cause we're just getting started! Look at me!" He lifted up his staff, waving it back and forth! "I can control even the sun and the moon, now! No one's a match for me!"

Yet the king and the princess then became aware of the sound of a struggle directly below them. They both looked over the balcony, and saw the most unbelievable sight!

There were Twilight's friends, along with Spike, Capper, the pirates, and Princess Skystar and some hippogriff soldiers. All of them were fighting valiantly against the seemingly endless number of guards from the Storm King's army.

Seeing the battles was enough to fill Twilight with renewed hope. All was not lost after all. "It's... beautiful!" She exclaimed as her eyes flashed with optimism for the first time in quite a while. "It's the magic of friendship!"

"Yeah, yeah, yeah!" The Storm King jeered and rolled his eyes. "Friendship, and magic, and ponies," He stuck out his tongue. "Bleugh!" Then he brought his staff down. "I've had enough of this nonsense! It's time to end this! Let me show why they call me the Storm King!" Lifting his staff up towards the sky, he shot a beam of blinding white light towards it!

With a clap of thunder, the skies began to darken rather ominously. The clouds came together and began to rotate as the wind picked up. Seconds later, a massive tornado formed and touched down on the castle grounds! The roar of the funnel filled but the Storm King with a sense of dread!

Author's Note

In the original movie, Grubber is the one to uncover the ruse with the cake, the only scene for which he is relevant. And it's a scene that could've gone to any character at all. So that's why I've been trying to give him a better role throughout this rewrite.

Other than that, I only really wanted to tweak the fighting scenes a little.

Part 19: Eye of the Storm

The tornado roared and whirled! Its strong winds either sucking in or blowing away any who got close to it. Even for those outside of its reach found themselves buffeted by the winds that seemed to extend outward for miles!

The Storm King cared not one bit for what was unfolding. He just stood there, admiring the destruction, chaos, and carnage that was being unleashed.

As the storm raged onward without end, Twilight looked across to Tempest as the hornless unicorn appeared on the balcony. Neither spoke a word as they looked at each other, yet both seemed to be filled with an unshakable sense of dread.

Despite this, Tempest rushed out to where the Storm King stood and shouted above the roar of the winds! "Yes! Yes, you have proved yourself to be without equal! All the magic in Equestria is yours, now!" She then bowed to him and made her demand. "Now please! You must fulfill your end of the bargain! Restore my horn!"

The Storm King was silent for a moment, looking down at his faithful second in command. Then a smirk spread across his face as he lifted her chin up with a paw, and said to her in a slow, ominous tone. "Ah yes. The time has come for you to get what you deserve."

Tempest smiled, convinced that all her time serving the Storm King was about to finally pay off! So it was a great surprise to her when, instead of restoring her horn, the Storm King turned the full fury of his staff on her and blasted her clean across the balcony! The hornless unicorn struggled to her hooves, every breath was a challenge. She couldn't understand why he had just attacked her. "But... but... why?" She muttered in a feeble, vulnerable tone of voice. Fighting back the tears, she said to him. "You promised!"

The evil stayr cackled with fiendish glee as he approached Tempest, brandishing his staff towards her. "And you actually believed I cared about you. Your first mistake, soon to be your last," He cruely taunted. "Get with the program, Tempest! I used you! And you played your part to perfection! Now, you're of no use to me. I'm strong enough to do my own dirty work! Besides," He stroked a paw across her face and up to the stub on her forehead. "You really think there's a cure for what you are? That I could do what even your best doctors couldn't? Name's Storm King, not miracle worker."

Tempest growled and grit her teeth. "You lied to me! All my years of service, working my way into your good books, and this is how you repay me?!"

"Why not?" The Storm King replied with indifference as he lifted Tempest into the air with ease. "Besides, even if I could fix you, which I can't, why would I want to help you now? What's the first thing you'd if I gave you a new horn? As soon as I turned my back, you'd just blast me and take all the power for yourself. After all, that's what I'd do if I were in your pathetic situation."

"No!" Tempest pleaded! "I wouldn't betray! I wouldn't!"

But the Storm King cruely and coldly remarked with a snort and a humph. "It doesn't really matter to me. You're a useless pawn now, and must be discarded!" He dropped her back onto the balcony and pointed his staff directly at her. "Say goodbye, Tempest! I'd say it was nice knowing you," In a quiet, menacing tone of voice he added. "But I don't wanna lie."

Hearing those words stirred something deep inside Tempest. With a fury and a force she had never known, she kicked the Storm King hard with her back hooves, momentarily forcing him to his knees! "You can't get rid of me that easily! I won't fall without a fight!"

The evil stayr taunted. "Go ahead, waste your last moments. You're no match for me and you know it! After all, you're just a pony."

"I may be a pony, but you're wrong if you think that makes me weak!" Tempest roared in defiance as she rushed towards the Storm King! "One way or another, I will take you down, no matter what it takes!"

Alas, the Storm King quickly shut down the attempt assault, grabbing Tempest by the neck and pulling her close as lightning flashed and thunder clapped all around him. "I'm growing tired of this. It's time to put you out of my misery!" He then hurled her as far as he could across the balcony, towards the edge of the tornado that was still roaring and howling behind him!

"NO!" Tempest shut her eyes, waiting for the end to come as she felt the pull of the winds began to lift her into the air!

But the end never came. Instead, Twilight rushed forward and grabbed hold of Tempest by the front hooves. With all the strength still left inside of her, she pulled the hornless unicorn back onto the castle balcony. "I won't let this be your end, Tempest. Not even you deserve this!"

"Forget about me, princess," Tempest protested. "It's my fault we're in this mess to begin with. I know what fate awaits traitors like me."

"But don't you see, Tempest?" The princess pointed out. "You're the Storm King's enemy now. And the enemy of my enemy is my friend! Together we'll take him down, and maybe that'll help reduce your punishment."

Tempest was surprised by the statement. "You'd consider me a friend even after all I've done?"

The young alicorn nodded, then argued. "We can discuss this after we defeat the Storm King! We are stronger together than we ever could be on our own!"

The Storm King, meanwhile, clapped his paws together as he approached the two ponies. "Bravo, princess. Such a touching speech. But I'm afraid you're still no match for me," He pointed his staff at the ponies. "Those who attack together are destroyed together! Say your prayers!"

While all of this was unfolding on the castle balcony above, down below those who had just been about to reach the castle doors were now forced to seek shelter from the raging tornado summoned by the Storm King!

"How can this be?!" Spike lamented as he, Capper, and the ponies all huddled close to the ground. It was a struggle for them just to avoid being blown away. "We've come so close, only to fail."

"But Twilight needs us now more than ever!" Rainbow Dash hollered above the winds! "We've got to some way to get to her! We've just got to!"

Pinkie Pie, meanwhile, was squinting off into the distance. She thought she saw something familiar, but it took a while for her blue eyes to confirm what it was. An excited squeal escaped her lips when the realization struck her! "My EZ Bake Cannon!"

"How does that help us?" Applejack questioned.

Pinkie proudly proclaimed! "If we can get to it and climb inside, we can launch ourselves up to Twilight and help her!"

"Are you crazy?!" Rarity hollered in protest! "There is no way I'm climbing into that cannon and letting myself be blasted through the air! We'll never make it!"

"No we won't!" Pinkie protested right back. "It'll work, it has to work! Twilight's counting on us, and we are not going to let her down!"

Fluttershy, however, saw fit to ask. "But if we all get inside the cannon, who's going to fire it?"

Capper cleared his throat, telling the ponies. "You let me handle that. You all need to get up to your friend."

Spike immediately declared as he rushed ahead! "Enough talk! We have to save Twilight! We have to! I'm not leaving her again when I have the chance to do something about it!"

"Spikey-wikey, wait!" Rarity tried to call out to the little dragon. But it was no use, he was already fighting the drag of the winds as he came nearer and nearer to the oversized cannon.

Capper quickly ushered the ponies along, ultimately grabbing hold of a bright, shiny button that was clearly intended to fire the cannon (and whatever was inside its barrel). "Ready?!" He asked as he watched the ponies all climb inside with Spike.

"Ready!" Pinkie Pie giggled with excitement as she hurridly slapped on a large blue helmet! "Fire 'er off, Capper!"

The jacket wearing cat obeyed without hesitation. He pointed the cannon towards the balcony as best he could, then pressed the button. The cannon fired its load with a bang loud enough to be heard even above the raging storm in all its fury! "Good luck, ponies!" He called out to them! He'd done all he could getting them to this point, the rest was up to them.

All the Storm King knew was that suddenly, from behind him came the sound of franatic (and in at least one case excited) screams! Before he had a chance to react, something (or rather someone) hit him from behind! The impact knocked the staff right out of his paws, sending it tumbling across the balcony and back into the castle, lodging itself in a window all the way on the other side. All the while, the storm continued to rage on without end.

Twilight barely had a moment to process her shock and surprise, before her friends all swarmed around her. "You... came back!" She managed to force out.

Pinkie Pie hugged Twilight tightly. "Of course we did, Twilight. That's what friends are for. We couldn't let you take on that nasty Storm King all by yourself. No sirooni!"

"We're just glad you're still okay," Fluttershy pointed out. "You had us so worried. And Spike worried even more."

Spike rushed up to the princess and pleaded with her. "Please don't leave us like that again, Twilight! You don't have to throw yourself away just to save us. We can always overcome anything as long as we work together and stick together!"

Twilight nodded as she shed a few happy tears. "I know that now more than ever. And I'm sorry for all I put you through because of me. I don't know what I did to deserve friends like you, but I'm glad I made them."

Rainbow Dash then spoke up and desperately shouted! "Yeah yeah, let's save the sappy friendship talk for after we beat the bad guy! This isn't over yet!" And she gestured a hoof to where the staff remained lodged in a window, its crystal vibrating and glowing brightly.

The alicorn quickly realized the gravity of the situation. It seemed that whoever possessed the staff would be the one who would control the outcome. She gave a firm nod. "Right! Let's get that staff and put an end to this nightmare!" She looked to her friends. "And this time we'll do it together, like we always have!"

"Alright, let's go!" Rainbow impatiently hollered, and the ponies and Spike all rushed back into the castle. The ferocity of the storm, coupled with the raging tornado, was enough to make the whole crystal castle shudder and shake violently! It felt like the whole place might collapse and cave in on itself at any moment! Time was of the escence.

But the group of friends weren't the only ones trying to make a play for the staff. The Storm King had long since recovered from his briefly stunned state. And he was not about to let the staff be taken him away from him so easily. "No!" He roared as he raced after the ponies and tried desperately to lunge at them! "That staff is mine! MINE! You hear me?! Only I have the right to weild its incredible power!"

Tempest, now desperate to make up for her past mistakes, did the only thing she could think to do in the current situation. She rushed at the Storm King and with every ounce of might she had, she tackled him to the ground! "No! This madness must end, now!"

"Get off of me!" The Storm King roared as he struggled for control! "This only proves my point, Tempest! From the moment I took you in, I knew you'd betray me someday!"

"And the only mistake I ever made was falling for your lies! I should've run away from you too!" The hornless unicorn snorted! "If it's the last thing I do, I'll put a stop to your evil ways!"

The Storm King quickly swatted Tempest aside and stood up. "When I get my staff back, Tempest, you will be my first victim!"

Tempest smirked. "Too bad for you that's never going to happen. All I had to do was stall for time." And as she spoke those words, she saw Twilight leap out and grab the staff, pulling it free from its resting place.

The Storm King's eyes widened in horror! He bolted and ran as fast as his legs would carry him! "No you don't!" He said firmly, and managed to grab hold of Twilight by her back hooves!

Then there was trouble! The intense winds and all the whirling debris inside the funnel caused the window where the staff had been resting to shatter! The inside of the castle was now exposed to the full fury of the winds!

Twilight quickly felt her friends grab hold of her as well, fighting with the Storm King to try to pull her free! "Let go, all of you! If you don't, we'll be all sucked into the storm!" She desperately pleaded!

"No! We're not letting go! We won't lose you again!" Pinkie Pie protested!

And the Storm King bellowed! "We're in this together, princess! One way or another, you will give me back my staff!"

The seconds ticked by slowly, and as they did the castle continued to shudder and shake. Then, without warning, the roof of the castle was peeled away! The winds lifted it off, and as they did so the entire castle interior now became not unlike a wind tunnel!

Thinking quickly, the alicorn princess did the only thing she could think to do in this situation. Using what strength she still had, she wiggled her way out of her friends' grasp. And in doing so, she allowed the storm to take her.

The Storm King, for his part, refused to let go. And so he too was pulled into the tornado, lifted up, up, and up, until there was no sign of him or the princess!

Only once Twilight and the Storm King had disappeared into the heavens above did the tornado finally die. It ended abruptly: It was there one moment and gone the next. The storm subsided. It finally seemed to be over.

But neither Twilight or the Storm King came back down. It seemed that wherever the tornado had taken them, it was to a place where they could not return.

Twilight's friends all stood there in sadness and disbelief. The Storm King had been defeated, but at a heavy cost. Their friend that they had fought so hard for was gone, possibly forever.

Author's Note

It was never made clear whether the Storm King could've restored Tempest's horn and chose not to, or if he was lying to her to make her obey him. I also wanted to give Tempest a greater involvement in opposing the Storm King once he betrays her.

And since I had the invasion and the climax taking place in Ponyville, I knew I would have to rework the final battle a little, including once the Storm King summons the tornado.

Part 20: Still Alive

Aside from the damage that had been done to Twilight's crystal castle, it would've been impossible for anyone to tell that anything had happened at all now that the storm had dispersed. Just like that, it was all over. The sun's rays shone through the opened roof, bathing the interior in its soft, warm glow.

But the castle's current occupants were not feeling sunny and cheerful at all. There were storms of emotional frustration and sorrow raging inside of them all, some stronger than others.

Naturally, it didn't take long for tensions to boil over. Rainbow Dash was the first one to snap! With tears in her eyes and a scrunched up face, she flew over to Tempest Shadow and bitterly shouted at the hornless unicorn! "This is all your fault! If it hadn't been for you, none of this would've happened! Twilight would still be here with us, we'd be enjoying a fantastic festival of friendship! But all you could think about was your stupid little horn! You just had to get it back, didn't you?!"

Tempest flinched and looked down at the ground in sorrow. The words stung, because she knew deep down that they were true, even if they were coming from a clearly distraught pony like Rainbow Dash.

Spike, meanwhile, was sorrowfully looking up to the sky. All he could bring himself to say was. "It's over... it's all over." And he said it not in a dramatic, sorrowful tone, but in a quiet, hurt, defeated one.

Tempest felt sorely tempted to speak up. She wanted to say something, anything. But she couldn't find the words or the courage. It was like any will she had to resist or fight back had been drained out of her. She just stood there in stunned silence, frozen as a statue. She began to imagine that such was what the other princesses must have been feeling by now, one of which she now knew was not only a wife but a mother. A mother who might never see her child again, a wife forever separated from her husband. To say nothing of the fact that without the other two alicorns, the possibility of moving the sun and the moon would be all but impossible.

"It wasn't supposed to end like this!" Pinkie Pie hysterically sobbed and sniffled. "Why did it have to be this way?! Why did it have to be Twilight?! She was just trying to protect us!"

Applejack just somberly held her trusty stetson in her hooves, drapping it over her heart. This wasn't the first time she'd lost someone close to her, but it still stung all the same.

While all of this was going on, Rainbow was continuing to shout and yell at Tempest! It didn't seem to matter to the brash speedster that the hornless unicorn wasn't arguing or fighting back! "What are you still doing here?! Haven't you caused Equestria enough sorrow and destruction for one lifetime?! Get out of here before I decide to do something to you!"

Fluttershy immediately rushed over, grabbing her fellow pegasus by the hoof. "Rainbow Dash, no! This isn't right! It's not going to bring Twilight back! It's not what she would've wanted!"

"Then what are we supposed to do?!" Rainbow growled! "Maybe we can't bring Twilight back, but we at least owe to her to make sure she didn't scarifice herself for nothing! We can't just leave Tempest! She has to pay for what she's done!"

"Much as I agree with you, Rainbow Dash," Rarity chimed in as she trotted over. "I must reluctantly side with Fluttershy. Revenge is not justice. It's not for us to decide Tempest's fate, not like this. The only thing we can do now is try to carry on as best we are able. The festival must go on. When it's over, then maybe we can talk about what to do with Tempest here."

Tempest could only weakly reply. "Do whatever you want to me. I don't care anymore. There's no point running away this time."

Rainbow spat at the ground and coldly hissed. "You took the words right out of my mouth! I don't know what Twilight saw in you! You're just a monster like the Storm King! And nothing you say or do can change that fact! I'll always remember you for this! For what you did to us!"

The hornless unicorn whimpered. "I know this doesn't make up for anything, but for what it's worth I'm truly sorry. I wish more than anything there was a way to undo what I've done," She let out a long, drawn out sigh. "But I can't. And I know I can't beg or ask for your forgiveness for any of it."

The rainbow maned pegasus replied as she turned her head. "Whatever. You're lucky my friends are here to hold me back. You'd better go before I change my mind about listening to them."

Just then, however, all the ponies heard what sounded like an excited shriek! And it was coming from Spike! The little dragon was still gazing up towards the horizon, eyes focused on something. "Is that who I think it is?! Oh, please tell me this isn't a dream or an illusion! Please tell me it's her!"

Upon hearing those words, all the ponies rushed to Spike's location and looked up. When they did so, they could hardly believe their eyes!

There was Twilight, none the worse for wear after what she'd been through. She was descending from the clouds with the staff once wielded by the Storm King clutched firmly in her hooves. The sun's rays reflected off her wings, bathing her in the most brilliant light and giving her a heavenly glow. She soon touched down before all, wings folding to her sides.

Applejack was the first one to find the courage to speak. "What are you? Some kind of ghost, or spirit?"

Twilight Sparkle giggled, the staff still held within her hooves. "Oh no, I'm as real as can be. Thanks to the powers of this staff, I was able to break up the storm without putting myself in danger," She then apologized to her friends and to Spike. "Sorry I made you all worry so much. It was kind of a spur of the moment decision."

Spike just happily ran up and hugged the alicorn tightly! "Oh, thank the stars you're okay! I thought I'd lost you forever! Please don't ever scare me like that again! Please!"

Twilight gently patted Spike's forehead. "I promise, Spike. I'll do myself not to put myself in danger without at least making sure you're okay with it first," She then turned to the others. "And I want to apologize again for what happened back in Seaquestria. That wasn't a smart move on my part at all. I never should've tricked you, or tried to steal from Queen Novo. There was a better way, I just couldn't see it."

Rainbow Dash simply wiped the tears from her eyes and rushed towards Twilight. "Well, you're just glad you're okay! You really had us going there for a moment," She gave off a nervous laugh. "Did you mean to make such a dramatic entrance?"

The alicorn princess shook her head from side to side. "Not at all. It just took me a little while to get my bearings, that's all."

"And what about the Storm King?" Fluttershy questioned with concern. "Is he..."

Twilight looked up to the sky. "If I survived, then there's a pretty good chance he did too. But with a little luck, he's learned his lesson. He's probably off licking his wounds somewhere. And hopefully, he won't try to invade us ever again."

Rarity then cleared her throat. "So then, what should we do with... her?" She gestured a hoof to Tempest over in the distance.

Twilight immediately declared. "We need her to undo whatever it was she did to the other princesses. Once she's done that, then we can decide what her punishment should be."

Tempest was taken aback by the princess' apparent act of kindness. She hadn't been expecting Twilight to show her mercy at all. Was this what it was like to care about the feelings of others? To care about what others thought of you? It felt like something was stirring deep down inside the hornless unicorn for the first time in years. Feelings she had buried for what had seemed like forever. But now she saw that they had always been there, just waiting to resurface.

Just then, who should come running up on the scene but Grubber? He was panting, clearly out of breath, and looking a tad bit frazzled. "Tempest! You're... okay!" He exclaimed in between pauses to catch his breath.

Tempest was surprised by the little hedgehog's affection for her. "Grubber? Why did you come back for me?"

"Because, Tempest, I know you better than anyone!" Grubber explained. "No way am I abandoning you now!"

"But don't you see, Grubber?" Tempest pointed out. "That means you'll suffer the same fate as me. It's not too late. You can leave me and run away. I'm the one the ponies are mad with."

Grubber would hear nothing of such an argument. "Forget it, Tempest! We're in this together! Besides, someone's gonna have to pass word along about the Storm King's extended leave of absence. If we do it ourselve, we can avoid a struggle."

The hornless unicorn sighed and shook her head. "The army should be disbanded. Without the Storm King, there's no one left to lead. And I don't want to be in position of power anytime soon. Not after the things I've said and done. If someday the Storm King returns, he'll surely try to hunt me down. And I deserve no less for all the crimes I've committed," She looked down at the ground. "Go home, Grubber. Forget about me, just save yourself."

Before Grubber could process Tempest's arguments and come to a decision, however, he and Tempest were shocked to hear what sounded like desperate panting. They turned around fast, and to their horror they saw the Storm King lifting himself up, hoisting himself through an open window of the castle! He was bruised and battered, but apparently still had enough strength left within him to make the climb!

The ponies and Spike became aware of the Storm King's presence a moment later. They too turned to look, and were horrified to see him getting closer and closer!

"I'm still alive, you fools!" The Storm King bellowed in defiance! "And now it's time to end this!" He quickly grabbed a small orb, tossing it towards his enemies!

Tempest, realizing at once what the orb was, did the only thing she could think to do in such a situation! She rushed towards the Storm King, placing herself between him and Spike and the ponies! She shoved him backwards, pushing him out of the window! But in doing so, the orb detonated in mid-air and her entire body became frozen in crystal! It was only by a stroke of luck that the same thing happened to the Storm King, leaving him trapped in crystal as he plunged out of the window and to the ground below.

Tempest's crystalized body was only just saved from impact by the quick thinking of Twilight, who lit up her horn and pulled the frozen Tempest to safety. As for the Storm King, his crystalized body plummeted to the ground. Upon impact, it shattered into a million tiny pieces! Just like that, the Storm King was no more.

"Tempest!" Grubber exclaimed in shock and fright afterward! He immediately turned to the ponies and pleaded. "Please, you've gotta save her! You've just gotta!"

Twilight firmly nodded. "And save her we shall," She trotted forward, brandishing the staff. "I think I'm beginning to get a good idea of how this thing works. If I'm right, it should be just what we need to restore everything to the way it was."

Author's Note

Not only did I know I would need to rework some scenes on account of where I have the climax taking place, but I wanted to try to add more emotional stakes to the immediate aftermath of Twilight's scarifice. Plus, my intentions with Grubber have been to try to paint him in a similar role to Spike, thus drawing parallels between Tempest and Twilight.

I also want to do more to show that Tempest is remorseful and has regrets about what she did, whereas in the movie her redemption boiled down to her being betrayed by the Storm King and then scarificing herself to stop him from attacking the ponies.

Part 21: A Special Song

Well, the first course of action (at least in Twilight's mind) was to free the other alicorn princesses from their crystalized states. It took very little effort to get the staff to do just that. And when the other princesses were freed, it took them a moment to get their bearings and realize where they were.

Everypony was very glad to see the princesses again. And so was Spike. As for Grubber, he stayed a ways away, sensing that the princesses might not be pleased to see him so soon after being freed. He felt it better to hang back, stay by the still frozen Tempest, until she was also set free. Afterwards, Tempest took several deep breaths as the shock of her sudden decision slowly wore off. As it did, she remained where she stood. She didn't move an inch. It never even occurred to her that it might be best to run away again, like she had done before.

Instead, the hornless unicorn took in the sight of the ponies and Spike embracing the other princesses, exchanging pleasantries and openly showing their affection towards them.

Princess Celestia was the first of the trio of recently liberated princesses to find the words she wanted to say. "Thank you, all of you. It would seem Equestria yet again owes you all a great debt of thanks," Then her eyes slowly took in her surroundings, particularly the missing roof. "Goodness, Twilight!" She exclaimed with disbelief! "What has happened to your castle?!"

Twilight sheepishly replied. "It's a long story, Princess Celestia. But at least I can safely say that Equestria has seen the last of the Storm King. And so too have all the other kingdoms he's ever conquered or laid eyes on."

Princess Luna spoke up next, asking the question. "So, did you all journey beyond the borders of Equestria in my place? Were you able to find this... Queen Novo?" She shot off a most puzzled look.

Spike nodded. "We did," Then he looked to Twilight. "Although, things got kind of... complicated. Let's just say a certain somepony is probably going to owe Queen Novo a very big apology."

At that, Princess Cadence took notice of the guilty look on Twilight's face and saw fit to ask her. "Twilight, what did you do?"

Twilight gulped and swallowed hard. "Something I'm probably going to regret for the rest of my life. I wouldn't be surprised if Queen Novo never wants to speak to me or see me ever again. And I wouldn't blame her. What I did in her kingdom..." She looked down at the ground in shame. "It wasn't my finest moment."

"Oh, you mean like the time you enchanted your old doll and made all of Ponyville fight over it?" Princess Celestia half teased, half inquired.

The youngest of the alicorn princesses sighed. "Yeah, something like that. I mean, I didn't use any enchaments if that's what you're thinking of. But I still did something that... now that I think about it more... it really doesn't seem like I should've ever thought it was a good idea," She gave off a nervous laugh. "And I'm not the only one who has a lot to answer for. Uh... in fact... that's kind of what I was hoping to talk to you about."

But there was no need for the other princesses to ask what Twilight meant, for they could all see Tempest and Grubber standing off in the distance.

Grubber tried to put on an innocent smile as he thought for a bit about what to say. Unable to come up with a good response, all he could do was force out a quick "Uh... um... hello?"

Princess Cadence was the first to interrogate Tempest, seeing as she had been the first to be taken prisoner by the hornless unicorn. "What are you doing here?" She demanded in a noticeably stern and rightfully angry tone of voice. "Are you here to surrender and beg for mercy?"

Tempest bowed her head as she struggled to maintain her composure. "Yes, I am here to surrender. But not because I wish to beg for mercy or forgiveness. I can't ask any of you to forgive me. I know you don't trust me or have any reason to believe a word I said, and I know I have no defense for anything I said or did to you."

"Took the words right out of my mouth," Cadence remarked even as her tone of voice did not rise in the slightest. "What did you do to my husband and my daughter? If you hurt them the way you hurt me..."

Tempest quickly answered back. "No no no! I assure you, they're unharmed. They'll be set free with the other prisoners very soon."

"Uh, in fact, why don't we get on that and get out of your... manes, is it?" Grubber sheepishly proposed and immediately tried to make a run for the castle doors.

Princess Luna refused to let the little hedgehog move an inch from her sight. She instead used her magic to pull him close. "You don't really think you're going to get away that easily, do you? You and Tempest showed up here on behalf of an invader, you attacked our subjects, and now I hear you've taken many of them prisoner. And some of them were innocent children who never did anything to you."

Princess Celestia nodded quite sternly. "I couldn't agree more with you, Luna," She turned her attention to Tempest and Grubber. "After what you have said and done, you're going to have face the consequneces of your actions. You will have to be punished. The only question now is: How difficult do you wanna make it for yourselves when you inevitably stand trial?"

Twilight immediately jumped in, seeing fit to protest. "Princess Celestia, Princess Luna, Princess Cadence, you must understand that Tempest is at least partially responsible for the Storm King's demise. She sacrificied herself to save my friends and I from him, and in doing so caused him to turn to crystal and then shatter into pieces. If it wasn't for her help, the Storm King would've won. He even double crossed her, made her believe he could fix her even though he had no intention of doing so."

"Even so, she helped the Storm King to become so powerful in the first place," Celestia pointed out. "Like it or not, she and Grubber cannot escape without punishment."

Twilight then argued. "There's a time for that later. For right now, I think everypony and everyone just wants to put this whole invasion behind us," She proceeded to plead. "Please! Let the Festival of Friendship resume! When it's over, then we can talk about Tempest and about what a fitting punishment for her should be. Give everyone a chance to heal before we rush into judgement. If there's anything this whole ordeal has taught me, it's that if we rush into things too quickly and don't listen to others, we often end up making things worse."

The other alicorns were silent for a little bit, apparently deep in contemplation about what Twilight had proposed. All the while, Tempest and Grubber waited with anxious and uneasy expressions. They knew their fates were out of their control, and that even Princess Twilight held very little say in what might happen to them. They couldn't think of anything to say or do that would convince the skeptical princesses that they were indeed sorry for what they had done.

At last, it was Princess Cadence who seemed to sum up the feelings of the princesses who had previously been trapped in crystal. "You make a very good point, Twilight. You are the princess of friendship, after all. And you're right, it wouldn't be wise to rush to judgement now. We need time to gather all the facts and weigh our options."

Princess Luna then added. "Besides, I have a feeling that what most of our subjects need now is a chance to unwind, to process what they've been through. The Festival of Friendship could go a long way towards helping Equestria and its allies heal."

"Besides," Princess Celestia chimed in. "There is still the matter of the concert. It would be a shame for Songbird Serenade to come all this way for nothing."

Twilight beamed a happily smile and rushed up to the other princesses, hugging them all tightly. "Thank you, all of you!" She then turned back to her friends. "Well, what are we waiting for?! Let's get the Festival of Friendship back underway! I know that with the help of our new friends, we can still salvage it!"

All of Twilight's friends cheered, and Pinkie Pie cheered the loudest of all! "Now's that the Twilight we all know and love!" Just like that, the Festival of Friendship was saved!

Sometime later, all the cages had been opened and all the Festival of Friendship attendees had been set free. All of them were extremely grateful to be out and about again.

Twilight took the liberty of apologizing to one of the last ponies to be set free: Songbird Serenade. "I'm really sorry about all of this, Songbird. I'll understand if you have second thoughts about performing after all of this."

Songbird Serenade brushed off the concern. "Hey, it's all a part of being a celebrity. You just gotta roll with the punches. As they say: The show must go on!" Once set free from her cage, she needed very little time to compose herself and prepare for the concert.

Once the stage was cleared and all the damage from the short lived invasion was cleared up (thanks in part to the magical powers of the staff, though using it to repair said damages ended up draining most of the magic within it. It was still very fortunate that once it was destroyed, all the magic returned to its original owners), the crowds gathered around the stage as they waited for Songbird Serenade to begin her performance.

Before the concert began proper, Twilight came trotting out onto the stage with a microphone headset attached to her left ear. She spoke to the audience, motioning for the applause to die down. "Thank you one and all for sticking around in spite of the unfortunate setback we endured," She turned back to the stage and gestured. "Before we get to the moment I know you've all been waiting for, I'd like to take a minute to acknowledge the help of some new friends who made this victory over the Storm King possible."

A moment later, out onto the stage strolled Capper and the pirates. Capper now wore a long, flowing red cape and a matching top hat, both of which had been sewn for him by Rarity. The pirates remained dressed in their usual attire, and alongside Capper they bowed to the audience, basking in their thunderous applause.

Princess Skystar swooped out onto the stage soon afterward. She wasn't wearing anything special, and she could barely contain her excitement. Yet all the while, her thoughts turned back to her mother, who was sure to disapprove of such a public display on top of the defiance of her orders. The teenaged hipogriff princess was already dreading the conversation that was sure to await her back in Seaquestria. So she made sure to enjoy every minute and every second of freedom she still had.

At last, Capper, the pirates, and Princess Skystar all left the stage and the applause died down. Twilight then gave a nod as she flew off the stage.

Spike stepped out from behind the curtain, a large microphone held within his claws. "Alright, mares and gentlestallions, colts and fillies of all ages! It's the moment you've all been waiting for!" He declared in a thundering tone of voice. "So please, put your hooves, claws, or whatever you got together, and give a warm welcome to Songbird Serenade!"

Songbird Serenade quickly swooped down onto the stage from above, spotlights shining brightly on her! The sun had set across Ponyville, and the moon was shining brightly! Lights around the edge of the stage illuminated everything for miles around! And the crowd's applause was borderline deafening! Yet it seemed not to bother her at all as she just cleared her throat, the stage's speakers carrying her sweet, gentle voice far and wide. "Hello, everypony and everyone!" She greeted with a wave of her hoof! "There's been a slight change of plans. I'm debuting a brand new song right here, right now, courtesy of a suggestion from Princess Twilight Sparkle! And I'm told it is to be dedicated to a very special pony who has helped to make this special occasion possible."

A shocked hushed fell over the crowd as music slowly began to play.

Songbird lifted her head and raised her voice as she began to sing. And as she sang, her cutie mark began to glow brightly.

Suddenly, in the middle of the song, fireworks shot up into the sky from behind the stage! The audience oohed and aahed, assuming that the fireworks were a planned part of the concert.

But they weren't. The fireworks were courtesy of Tempest, who had found enough energy within that stub on her forehead to shoot off beams of energy. And for whatever reason, they had been transformed into magnificient fireworks.

Twilight and her friends were all amazed by this display from the hornless unicorn! Twilight especially. "Tempest! I never knew you were capable of something like this!"

Tempest slowly nodded. "It's all thanks to you, princess. You helped me to find my way back to the light. You believed in me even when I had given up on myself. If not for you," She shuddered and briefly shut her eyes. "I can't imagine I would have anything to be smiling about right now," She opened them back up, smoberly stating. "Whatever may come next, at least I hope this counts as a small down payment for my atonement."

Just then, a loud screeching noise split the air! Everyone looked up, and beheld a most magnificient sight! A large bird like creature with a majestic white coat and with a golden crown atop her head came flying in from seemingly out of nowhere. Accompaying the creature were several smaller bird creatures that all appeared to be wearing helmets and carrying spears.

Princess Skystar realized at once who it was. "Mother!" She cheerfully exclaimed! Momentarily forgetting about all she had done, she rushed over and embraced her female parent in a tight hug!

Queen Novo smiled. She was at the very least glad to see her daughter was safe and sound. "Princess Skystar," She appeared to chuckle. "Thought I'd find you here."

The hippogriff princess blushed and sheepishly began to say. "L-listen, I can explain everything."

Queen Novo just grinned. "Oh I'm sure you can, sweetie. And I'm proud of you for standing up for yourself and standing up to the Storm King. Bravery is the hallmark of a good leader," The grin slowly faded. "But you still disobeyed me and went behind my back. And for that, you are so grounded! You won't be leaving the kingdom anytime soon!"

Skystar gulped and swallowed hard, accepting the punishment that had been inflicted upon her.

Princess Celestia came trotting upon the scene a moment later, quite surprised by the queen's unannounced appearance. "Queen Novo!" She happily exclaimed! "It's been so long! You're looking well."

Queen Novo nodded back. "Same to you, Princess Celestia. Sorry for not keeping in touch like we promised. The past few years have been... difficult."

Celestia slowly nodded in reply. "I'm sure they have been. And I regret that I didn't try to find out sooner about what had happened to you."

The queen was quick to reassure the sun princess. "You couldn't have known," Then she cleared her throat. "But I didn't come here just to catch up, or just to bring my daughter back," Eyeing Twilight and Tempest, she sternly and firmly declared. "Let's just say that some certain someponies have a lot to answer for!"

Both Twilight and Tempest gulped in unison. They knew full well what the hippogriff/seapony queen was talking about. And it was anyone's guess as to whether she would be willing to accept any sort of apologies from them.

Author's Note

"Rainbow" is apparently supposed to be what Twilight sees in Tempest, but if so it's confusing as to why it's being sung in-universe. It's never stated that Songbird Serenade knew anything about Tempest or about the invasion, let alone all that happened. So I wanted to fix that here.

And I wanted to flesh out the ending, because perhaps the biggest flaw of the movie is how abruptly it ends. Twilight would go on to be forgiven off-screen by the time of Season 8, but we were denied any sort of chance for her or for Tempest to apologize and atone for what they did. It's partially a problem of the movie's pacing, taking so long to get to Mount Aris and Seaquestria, then speeding through everything that happens after it. And if the movie had had just five to ten more minutes of run time, I think they could've addressed many of the things that needed to be addressed. That's what I'm going to be including in the next chapter.

And yes, this chapter title is based on "A Special Tune" from "Make Your Mark".

Part 22: Aftermath and Apologies

Since the festival was still ongoing and Songbird's concert was still in full swing, Princess Celestia opted to move the conversation with Queen Novo into Twilight's castle. Thanks to the magic of the Storm King's staff, you now would never have been able to tell that the castle had suffered any damage at all.

Grubber wanted nothing more than to be there to support Tempest, but Tempest refused to let him take part. "It's me that Queen Novo's mad with." She told him.

"But Tempest, I was there too." Grubber argued.

Tempest only shook her head from side to side. "You're not the one who tricked the queen's daughter and then tried to swipe the Pearl of Transformation. If it wasn't for me, the Storm King never would've come to Mount Aris, and none of this would be happening. Like it or not, I have to face this alone: I can't have you and Princess Twilight fighting all my battles for me. For the first time in my life, I'm going to open up my eyes and face the consequences of my actions. It's the least I can do after everything and everyone who suffered because of me." And with that, she trotted into the castle and slammed the doors shut behind her.

Twilight's friends (and Spike) also had the unfortunate luck of being locked out of the meeting. Applejack was the only one who saw fit to say anything about it. "You're really intent on lettin' Queen Novo chew you out, huh, sugarcube? I just hope you know what you're doin' this time by goin' it alone."

So it was that Twilight and Tempest were now alone inside Twilight's castle with only Princess Celestia, and a very hostile and angry looking Queen Novo starring them down.

Celestia opted to break the ice, looking at Queen Novo as she asked the hippogriff. "So, Novo, I understand that the past few years have been... difficult for you, and that's why I lost contact with you and your kingdom."

Novo nodded ever so slowly. "That's putting it mildly. We were attacked, and very nearly wiped out," A lone tear was shed from her eyes. "Hidding ourselves underwater was the only thing I could think to do to get away from him. Establishing an entire new kingdom with myself and my subjects as seaponies was so time consuming. I didn't mean to cut off contact with you, Princess Celestia. Had I known sooner that the Storm King had invaded Equestria, I would've gladly come to your aid."

"To be fair," The sun princess confessed. "My decision to seek out your help was a spur of the moment thing. You were the first ally that came to mind. I had intended on sending my younger sister to meet with you, but unfortunately she was captured too. So it seems that Twilight took it upon herself to meet with you instead."

The hippogriff queen firmly nodded. "Yes, and that's what I've come to talk to you about. Because she and that unicorn over there," She gestured a claw to Tempest. "Both took advantage of my trust, letting me believe they had good intentions and just wanted to be friendly and helpful," She then growled. "But both of them were lying through their teeth. Both of them had alterior motives and just wanted me to be distracted," Marching over to Tempest, she confronted the hornless unicorn. "Don't think that just because you supposedly helped defeat the Storm King for good that I've forgotten how you helped him become so strong in the first place. It was because of you that my husband lost his life, scarificing himself specifically to ensure the rest of my subjects could escape!"

The hornless unicorn whimpered and shrank from the queen's gaze, looking down at the ground in shame and guilt. "I... never knew it was that personal for you. After something like that, it's no wonder you wouldn't trust strangers. And somehow, I doubt that's the only time my actions led to such a tragic outcome."

Queen Novo nodded again. "I'll say. And all of this for what? Just so you could get your horn back? Was it worth using my daughter to get me to lower my guard? Was it worth betraying our trust?" She coldly hissed. "Give me one good reason why I should even think about forgiving you eventually. Give me one good reason why I shouldn't drag you back to Mount Aris and leave you at the mercy of my subjects?"

Tempest slowly lifted her head, sighing deeply. "You have no good reason, your majesty. There's no defense or excuse for what I did to you. If you don't trust me and can't ever trust me again because of that, you have every right to do so. Nothing I say or do can make up for what my actions caused. The only thing I can say is that you shouldn't let your bad experience with me be the reason why you can never trust anyone. Some creatures can be trusted. Maybe not me, but not every creature is as selfish and as heartless as I was."

Novo gave a humph. It seemed that it would take more than one speech and one apology to make her consider forgiving Tempest. All she could say to the unicorn in reply was. "I suppose you have a point. If I shut myself off from the world forever because of you, I'm letting you and the Storm King win, because I'll be letting myself live in fear. And if recent events have taught me anything, it's that we shouldn't live our lives in fear. Fear only keeps us isolated and alone."

Tempest sighed again and slowly walked away. "Thank you, your majesty," She briefly bowed to the queen. "I promise, I won't come back to Mount Aris, or visit Seaquestria no matter what. I deserve nothing less after what I did to you."

"Well, we'll just see if I one day decide to let you come back," Queen Novo vaguely replied. "But don't get your hopes up, especially not now. It'll take a long time for my subjects and I to repair the damage and destruction your visit brought upob us. I imagine it'll take even longer for the emotional wounds you inflicted to heal."

Once Queen Novo had finished talking to Tempest, she turned her full attention to Twilight Sparkle. "Now we can discuss what you did, Princess Twilight. I know now that you were being chased, but that doesn't mean I'm ready to forgive you for all you did."

"And neither would I expect you to," Twilight replied and confessed. "Whether I realized it or not, I was lying to you and I was stealing from you. You had every right not to trust me with the Pearl of Transformation's powers. I should've done a better job of talking it over with you, convincing you that my friends and I could be trusted," She adopted a guilty expression. "Instead, I used my friends to trick you. I went behind their backs as well as yours, and dragged them into something they never would've agreed to be part of."

Princess Celestia let out a gasp, shocked at what Twilight admitted! "Twilight! How you could do something so irresponsible?! I would've thought you'd learned your lesson after the Smarty Pants incident."

Twilight gulped and swallowed hard. "I'm sorry, Princess Celestia. I realize now that I've made a terrible mess of relations between Equestria and the hippogriffs. I know I don't have an excuse, or a defense. I wasn't thinking clearly. In the moment, all I could think about was myself, about everything I'd scarificed and how my friends didn't seem to be taking things as seriously as they should. And because of that," She whimpered. "I used my friends as a distraction so I could take the pearl for myself. I told myself I was just going to study it. But all I was really doing was stealing it to use for myself. And unfortunately, it backfired. Not only did my distraction work better than I anticipated, but I ended up undoing everything my friends had managed to accomplish because of it."

Celestia let out a sigh and shook her head from side to side. "What were you thinking? Did you expect your friends not to ask questions if they saw you with the pearl afterwards?"

Twilight sighed back with a guilty expression on her face. "Like I said, I wasn't thinking clearly. That's why afterwards I knew I had to give myself up. I'd let my friends down and ruined everything we'd worked so hard for. I couldn't see past my own feelings. It was only a matter of luck that Princess Skystar and those other creatures were still willing to help."

"Ah, so you didn't have anything to do with my daughter running off to join the fight!" Queen Novo realized. "Guess I should've known better. My daughter always has been a free spirit. And I'm starting to see that she had a point."

Twilight looked up with hopeful optimism reflected in her eyes.

But Novo then coldly added. "But you still used her to get to me, just like Tempest did. And you have no excuse. You knew what had happened. Against my better judgement, I welcomed you and your friends and let you know of our plight. And rather than show sympathy, rather than try to understand why the Pearl of Transformation was too dangerous to be entrusted to you, you did exactly the same thing Tempest did. And you were worse, because you weren't acting under orders from someone else. You did it yourself even though you had to know it was wrong."

The young alicorn princess felt all the optimism leave her, not unlike a balloon that was abruptly deflated. She couldn't bring herself to say anything.

Queen Novo, for her part, just went on talking. "I know the Storm King is nomore now, thanks to you and your friends. I only wish I could've been there to see it for myself. But just like Tempest, your actions stung. I'd say you were even worse in that regard, because you reopened wounds I thought I had closed. You even briefly made me believe you'd been trying to turn my own daughter against me, taking advantage of her niaviety and willingness to trust strangers. Whatever debt of thanks my subjects may owe you and may owe Equestria for putting an end to the Storm King, it can only go so far to begin making up for what you did to me back in Seaquestria."

When Queen Novo had finally finished speaking, an awkward and uncomfortable silence filled the air. Even Princess Celestia did not know what to say.

Moments seemed to tick by in agnoizing slowness. But the silence remained. No one said a word, no one seemed willing to do anything.

At last, it was Novo who broke the silence. "Well, I've said everything that I wanted to say," She let out a long sigh, and her posture seemed to relax ever so slightly. "It's amazing. Now that I've gotten all that off my shoulders, I feel... different, somehow," Looking to Twilight and Tempest, she said to them. "Make no mistake, though, that doesn't mean I'm willing to forgive either of you just yet. And neither do I want to see either of you anywhere near Mount Aris or Seaquestria. Right now, I just want to go home with my daughter so we can help our subjects rebuild."

Princess Celestia firmly nodded. "And indeed, you'll be granted safe passage back to your kingdom, Novo. I won't pressure you into re-establishing ties with Equestria. You and your subjects deserve a chance to rebuild in peace, a chance to reflect and move on," She bowed her head to the queen. "For what it's worth, I'm sorry for all you had to endure over the years. I'm sorry I didn't make more of an effort to find out what had happened to you and to your kingdom. But between worrying about Luna's return and then overseeing Twilight's studies, things slipped between the cracks until I had forgotten all about them."

"You had no way to know. And I feel bad that I couldn't be there for you when you needed me," Queen Novo apologized. "I'm not sure if I could've made a difference in anything you had to face during those years. But knowing what it was like to be isolated and alone, I had no right to make you think that I'd stopped caring. I see now that I was letting my fear of the Storm King control me, keep my clammed up inside and cut off from the world. And that is a fool's errand. The world is too big, too interconnected. We can't shut ourselves off from it even if we wish we could."

The sun princess smiled. "Well spoken, Queen Novo. And rest assured that, whatever you decide to do with Twilight and Tempest, I won't stand in your way. But at the very least, I hope you'll consult with me if you decide to punish them in any way, shape, or form."

"I'll keep that in mind," The queen replied. "And maybe someday, I'll be willing to let them come back to Mount Aris, once it has been properly rebuilt," She put a paw to her chin. "And I'm thinking I might just keep Seaquestria as a separate kingdom, ruling over it alongside Mount Aris. I know that for as many of my subjects that have been longing to be hippogriffs again, there are just as many that have grown to like being seaponies. And there are those who I'm sure would be comfortable as both," Turning to Twilight and Tempest, she said to them. "Once I've gotten both kingdoms running smoothly, maybe then we can discuss a formal apology. It'll have to be in public, on my terms. My subjects will need to see that you're truly sorry."

Twilight and Tempest bowed and said in unison. "We'll look forward to it."

Queen Novo smiled back. "I'm sure you will. Now, if you'll excuse me, I must be going. It's time for my daughter and I to head home." And with that, she departed.

Just like that, it was all over.

Author's Note

We can assume that, given the events of Season 8, Twilight was forgiven off-screen during the passage of time. But much like with Starlight Glimmer's reformation, not getting to see the apology (or anything similar to it) on-screen really hurts. I understand the movie wouldn't want to dwell for long on things like that, but they are things that needed to be seen and addressed.

I would also assume that, given Tempest's non-speaking cameo in "The Ending of the End" as part of the armada that comes to the mane six and Spike's defense, she too has been forgiven by the hippogriffs/seaponies, but even in the comics we never got to see that. And what we did see of Tempest when she met up with one of her old friends, it suggested that she really hadn't changed and hadn't apologized at all for anything she did (if anything, it looked like she felt like she was the one owed an apology).

There's just one last chapter left to wrap up everything else. And don't worry, I haven't forgotten about the "twist" with Tempest's real name.

Part 23: Until We Meet Again

All good things must come to an end eventually, and the Festival of Friendship was no exception. Eventually, Songbird finished her final song and bowed to the audience, basking in their thunderous applause.

Afterwards, Princess Celestia smiled as she observed the crowd that was just beginning to disperse. "Well, Twilight," She said in a confident tone of voice. "It would seem that your first annual Festival of Friendship was a great success, even if it had to be moved to Ponyville at the last minute."

Twilight smiled back. "Well, I can't take all the credit. If it wasn't for the help of my friends, none of this would've been possible. They believed in me and trusted me despite everything I put them through. And of course, they were far more willing than I was to make friends outside of Equestria on such short notice."

"Indeed," The sun princess nodded. "Still, it was ultimately thanks to you that we restored ties with the hippogriffs and ensured that the realm will be forever safe from the threat of the Storm King. You continue to amaze and impress me, Twilight. You've come so far in so short a span of time. And thanks to you, I'm looking forward to the future with confidence."

Princess Luna then chimed in. "It would seem there are still some loose ends left to be tied up. Something tells me I'm going to be very busy over the next few nights thanks to the invasion."

"Well, hopefully we'll all be able to put it behind us soon." Twilight declared as she watched and observed Flurry Heart flying towards her freed mother, happily embracing Princess Cadence with a tight hug.

Princess Cadence, meanwhile, was happy to be reunited with not only her daughter but also her loving husband. "Sorry if I made you worry, dear." She said to him.

Shining Armor just nodded back. "Well, you're okay now, that's all that matters. Now come on, I think it's time we returned to the Crystal Empire," He let out a sigh. "I think it might be time for me to officially pass the torch and let somepony else take over as captain full time."

Princess Cadence replied as she took her husband by the hoof. "We can discuss all of that once we're safe at home. Besides, there are some things I want to look into concerning a pony who moved into the Crystal Empire not too long ago." And with that, she, Shining Armor, and Flurry Heart all trotted away, heading for the train station to board their train back to the empire.

Celestia and Luna seemed to realize what this meant, as they both looked to Twilight before the elder of the two sisters said. "Well, Twilight, I think it's time for Luna and I to head back to Canterlot."

And Luna added. "We'll leave the cleaning up to you and your friends. And when and if Queen Novo's ready to forgive you, let us know so we can advise you on what to do."

Twilight waved goodbye to the royal sisters until they were out of sight. Then she turned her attention back to the now empty stage. Songbird Serenade had already departed, undoubtly delighted at how well the concert had gone over. So there was nothing left to do but take down the stage, remove the decorations, and then call it a night.

As Twilight and her friends went about cleaning up after the festival a short time later, many of their new friends came to say goodbye to them. Captain Celaeno and her crew were the first ones to do so. "Thanks for your help, mateys," She said to the ponies. "You've really inspired us. Now we're free to go back to our roots and relive our glory days."

"But what about your ship? You can't really be pirates if you don't have a ship." Rainbow Dash pointed out.

Captain Celaeno chuckled. "I have a feeling that after what happened to the Storm King, a lot of his zeppelins will be up for sale at a very reasonable price. It shouldn't take more than a little spit and polish to turn one into an airworthy vesel. In time, it may even become better than the ship we used to have."

Fluttershy then nervously saw fit to ask. "You're not ever going to try to conduct attacks or raids on Equestria, are you? I mean, you are pirates."

Captain Celaeno shook her head from side to side. "We know better than to make an enemy out of an ally. Equestria is going to be strictly off limits for us," She was quick to add. "But if you ever find yourselves in need of our help again. Well, you have only to ask," Clapping her claws together, she then called to her crew. "Come on, scallywags. It's time for us to head home!" And in a matter of mere moments, all of the pirates had flown away.

Capper spoke up not long afterward, having changed out of the outfit Rarity had made for him for the concert and having once again put on his red buttoned jacket. "I reckon it's time for this cat to go home too. Don't get me wrong, Equestria is a nice place, I might just have to come back and visit it someday. But for now, I just wanna go back to Klugetown and put my affairs in order. With the Storm King gone, I have a feeling Verto's not gonna last much longer either."

Rarity immediately questioned the charming cat. "So, what? You're just going to step in and run things in Klugetown all by yourself?"

Capper protested. "Nah, that's what the old me would've done: Taken advantage of a desperate situation. Thanks to you ponies, I realize now that it doesn't always have to be everycreature for themselves," He flexed a bright smile. "With a little luck, I'm gonna try to convince the other residents of Klugetown that if we work together and help each other out, we can build a brighter future for ourselves. Worse comes to worse, though, don't be too surprised if you find me trying to make a living for myself in Equestria somewhere. I've heard there's a place where a crafty cat like me could fit in just fine."

Applejack snickered. "I reckon I know where that would be. It's definitely up your alley."

Capper nodded back. "Right. But like I said, that's not going to be anytime soon. I at least have to give Klugetown a fair chance. Otherwise, I'd be a liar. And after what we've been through together, I don't ever wanna be known as a liar ever again if I can help it!" Soon afterward, he too had departed.

And with Princess Skystar, Queen Novo, and the hippogriffs all having left as well, that left only Tempest and Grubber. And it wasn't long before they were going their separate ways as well.

Grubber, in fact, was most surprised when Tempest visited him to inform her of a personal decision she had made. "I think this is where we'll have to say goodbye, Grubber."

"Wait, you mean you're not gonna stick around?" Grubber blinked in surprise. "Yours truly just got a job working in the kitchens of the royal castle in Canterlot. It's a dream come true! And I'm sure I could easily find something for you."

Tempest shook her head from side to side. "Thanks for the offer. But for right now, I just want to travel the world. There's a lot of other creatures I've wronged over the years. I owe it to them to try to atone as best I can. If they forgive me, great. If not... well, I'll just have to do my best to show them that I have changed."

Grubber sighed, but still smiled. "Well, if you ever run into trouble, Tempest, just let me know. After all we've been through together, I'd say we're family now!"

Tempest was taken aback by the little hedgehog's sentiment. "You really mean that, Grubber? The only family I ever knew was back at that orphanage," She frowned and whimpered. "And that was the family I ran away from long ago, before I'd even gotten my cutie mark."

Grubber sweetly said. "So? This time, you've got a family that you can never run away from. You have a family that you can always come back to no matter what."

The hornless unicorn smiled ever so faintly and slowly. "Thank you, Grubber."

Grubber blinked in surprise and confusion. "For what, Tempest?"

"For just being you," Tempest replied as she gave Grubber a hug. "You were the first friend I ever knew, long before I ever realized that friendship was always there for me. It never abandoned me, it was there all along: Just waiting for me to come back."

Grubber nodded. "Hey, what are friends for?"

The hornless unicorn's smile grew brighter. "I don't know, Grubber. I get the feeling that there's a lot about friendship I'll have to learn on my journey. But it's a journey I must make! It's what I must do for my atonement." And with that, she set off.

But Tempest had only just reached the outskirts of Ponyville when suddenly she heard a familiar voice calling out to her! "Tempest, wait!" In a matter of seconds, Princess Twilight swooped down in front of the hornless unicorn.

Tempest was more than a little surprised to see the pony she'd once pursued to the ends of the world now standing in front of her. "What is it, princess? Are you here to talk me out of leaving Ponyville? Out of leaving Equestria?"

"If you'd like, you're welcome to stay here while you think about what you want to do next," Twilight explained. "Ponyville is very much the place to be if you want to make a fresh start. It's a town of second chances."

The hornless unicorn nodded and replied. "So I'm told. But I already know what I want to do, princess. I can't have you protecting me from the consequences of my actions. I want to go on this journey. I want to see where the magic of friendship will take me. Maybe someday I'll know where I truly belong. Until then, I'm content to wander and go wherever the wind takes me."

The young princess then replied. "Well, I hope you'll at least come back to Ponyville someday. I know your past is a lot more complicated than mine, but I still believe we do have a lot in common, Tempest."

At that, the hornless unicorn blushed. "Actually, princess. Tempest Shadow isn't my real name. That's just a name I gave myself," She leaned in close and sheepishly whispered. "My real name: It's Fizzlepop Berrytwist."

Twilight let out a gasp upon hearing this confession! Never in her wildest dreams had she imagined Tempest having a different name. She struggled to keep from snickering.

The raging blush on Tempest's cheeks slowly faded. "Yeah, you can see why I felt the need to change it. It wouldn't exactly strike fear into the hearts of others. Besides, if I started using it now, I'd be denying who I used to be. I'm not taking the easy way out. I'm going to see to it that Tempest Shadow is a name that doesn't strike fear into others," She then slowly lifted up her armor, revealing her cutie mark. It was in the form of two bright swirls of magic. "I always wondered what this cutie mark could mean. Now, thanks to you, I know. It means that my past and my future are intertwined. Always have been and always will be. Fizzlepop and Tempest are one and the same."

Twilight nodded and gave a knowing wink as she hastily whispered. "Don't worry, your secret's safe with me."

"You can tell the others if you want," Tempest said with a shrug. "Makes no difference to me. Now if you'll excuse me, I must be on my way. I already know where I want to go first: The Crystal Empire." She then trotted off towards the horzion, slowly but surely disappearing from sight.

Twilight flew back to Ponyville proper a moment later, smiling to herself as she reflected on all that she had been told. It seemed that yet again, she had converted an enemy of Equestria into a friend. The magic of friendship continued to be full of mysteries.

And just as the young alicorn princess landed outside her castle, she would be greeted by one last surprise. She could hear Spike excitedly shouting to her! "Twilight! You've gotta come see the map! You'll never guess what it just did!"

Author's Note

I don't believe we ever got a reveal of what Tempest's cutie mark might be. Even in her appearances in media after the movie, she still wore her armor that covered up where her cutie mark should be. And we know she ran away when she was still just a blank flank. Most likely, the animators never thought about what her cutie mark should be and deemed that unimportant. But I still think it's fun to speculate on what it could've been.

I did throw in a few nods to the IDW comics, which among other things gave us a two parter story involving Tempest in the Crystal Empire, and showed Capper working in Las Pegasus. I believe there was also a chapter book involving Rainbow Dash and the pirates, though what exactly that revealed I do not know since no one seems to talk about it.

The biggest thing I wanted to address here was the fact that outside of an occasional cameo or nod, none of the movie characters ever appeared in Season 8 or Season 9. The obvious reason is because the show couldn't afford to hire the movie voice actresses, especially for what would've been small roles at best. And again, the movie's abrupt ending probably robbed them of the chance to elaborate on what would happen to all the new characters it introduced. Plus, they likely couldn't have known that it would be immediately canonized in relation to the events of Season 8. Including those things here is only possible with the benefit of hindsight.