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It was a dark and chilly night in Ponyville. In fact, it has been night in all of Equestria for almost two months now. The unicorns of the land were all drained of their magic to keep the crops fertile enough to grow food. The animals of the land have lost their dependence from ponies. They have all started to revert back to their earlier instincts like the animals found in the Everfree forest.

Birds would hunt smaller insects while the dogs would tear apart rabbits. The ponies of Ponyville decided that these kind of beasts would not be allowed to live in Ponyville with other innocent creatures. The animals that have lost their sense of well being had been sent into the Everfree forest with the other wild animals.

Whilst these beasts have gone sour, there are still some who have stayed untainted by the everlasting darkness. These creatures are the product of the kindness given by only one pony. This pony is a delicate being who can communicate with the animals on a completely different scale from the others. Her specialty and benignity have kept these animals from reverting back to their instinctual origins.

No pony truly understands how she manages to keep the creatures domestic. They believe it to be some kind of magic, a sacred element if you will. But even though she is able to keep her animals in line, not all of them are willing to cooperate. There are some who, against everything she does for them, abandons her and flees to the Everfree forest.

Although there are several creatures she can understand and help, there is one who she cannot get to. This is a rare and mystical creature, one who is so uncommon that little is known of his species. His name is Spike, and he is a rare Violet-Wyvern dragon. He never talks, seldom eats, and just hides away from everything.

Who could blame him? He was very young, possibly too young, to have this tragedy fall upon him. He was a familiar, an assistant to the magnificent unicorn, Twilight Sparkle. She was his friend, his family. She practically raised him since he was hatched by her magic. They were as close as two friends could be.

All of that changed when the princess of the night returned from her lunar prison. Twilight believed that if she could find the Elements of Harmony, she could defeat the evil princess. Turns out, the elements were nothing more than useless relics, nothing more than decorations that held no magical properties whatsoever.

This mistake cost Twilight her life.

The dark Princess wanted to make an example of her, to show what happens when you defy the word of her order. The young dragon became heartbroken. The pegasus known as Fluttershy offered to take him in and care for him in Twilight's absence. She was always afraid that he would never come out of his slump. Even up to that day he seemed to lay there as if he had nothing left to live for, just waiting for death to take him away as well.

Fluttershy had tried several times to talk to the young dragon, to possibly ease his pain. He merely shunned every attempt she made to communicate with him. Fluttershy became disheartened over time and made less attempts to help the young drake. She takes care of her animals and makes sure Spike has what he needs.

The yellow pegasus was out tending to the few animals that had not left her. There weren't that many now, mostly injured or weak creature that couldn't survive by themselves. She had just brought some fish to a muskrat with a broken leg, and his young offspring. The muskrat had broken his leg when the others had left for the forest. He made an attempt to bring them back, but they responded by attacking him. One of them clamped down onto his leg until the bone snapped. Fluttershy managed to save him before things got any worse.

She hated to see her animal friends like this. The ones she took care of were all so sick and weak. The others had betrayed her and left. With the circumstances she was given, Fluttershy was glad she still had some creatures to care for. She was exceptionally glad that her favorite bunny friend was still with her. The young rabbit was sort of a troublemaker, but was given the name Angel.

Even though things in Equestria haven't been too good, the small rabbit seemed to grow nicer. He seemed to be more willing to help Fluttershy with the remaining animals. He once tried to help her with Spike as well. The yellow pegasus flew over to his small kennel with a carrot in her teeth. As she landed at the entrance, she carefully dropped the carrot onto the floor.

With a yawn, the white rabbit walked out of his home and picked up the carrot.

"There you go Angel Bunny." Fluttershy said as he started to nibble at the carrot. "I found the freshest, ripest carrot they could grow. It's such a bad thing that the unicorn ponies have to keep using their magic to keep the food growing." She looked up into the cold, everlasting glow of the moon. Sadness found its way into her eyes.

"I really hope things start to get better." She stared into the moon with longing for a while. Soon, the young rabbit started to cough. Fluttershy quickly snapped out of her trance and looked at him. "Oh dear, are you alright? Do you have some carrot stuck in your throat?" She asked with concern. The rabbit shook his head and continued to cough.

"Do you need some water?" The pegasus asked. Angel shook his head again and continued to cough. He pointed his paw into the air to show her something. She lifted her head to see what has disturbed her small friend. To her dismay, there was a large trail of black smoke drifting from the mountains.

"Oh no!" She shrieked. "I have to get to town to warn everypony." She looked down at Angel with a worried face. "Do you think you can take care of the animals while I'm gone?" The small rabbit gave a quick nod and started towards the cottage.

Fluttershy turned to look at the cloud of smoke as it traveled towards Ponyville. She had to get there fast and warn everypony. She started to trot forward until her wings lifted her off of the ground. "I hope I'm not too late." She said as she flew towards the town.

Pinkie Pie was working on making a batch of cupcakes at Sugarcube corner. She was glad that the Cakes were forgiving enough to let the 'poisoned muffin' incident slide by. She couldn't have known that Applejack was going crazy. It was truly a sad thing to hear that Applejack was being put into the hospital for her mental illness.

Pinkie was standing on the side of the street as the Apples were dragging Applejack down the road. Applejack had a crazy look in her eyes as she kept mumbling about the voices. Pinkie had felt something tug at her heart. The same exact feeling she got when she saw Twilight.

Pinkie was still unsure what this feeling meant, but it only came to her when she lost certain ponies. Living in Fillydelphia, she had seen ponies get hurt and read news of dead ponies. She had never received that certain feeling for them. Only Twilight and Applejack.

Pinkie stood there staring into the mixing bowl until a little nibble came from her leg. She looked down to see her pet alligator Gummy teething on her leg. She gave a small laugh and picked up the alligator in her hooves.

"You need to stop chewing on everything Gummy." Pinkie said with a chuckle as she hugged the little alligator. She set him down and watched as he walked out of the kitchen. She gave a quick smile and resumed her cooking. After she had taken the cupcakes out of the oven, she took a brief moment to stare out the window.

As she stared off into the distance, she saw a yellow pegasus fly from the outskirts of town. She carried a worried look on her face as she tried to get everypony's attention. Due to her feeble demeanor, no pony really gave her a second look. Pinkie left the cupcakes on the counter then left the bakery shop to she what had Fluttershy worked up.

"Hey Fluttershy!" Yelled Pinkie from across the street. "What has you all worked up? It's not good to worry about things too much." Fluttershy quickly flew across the path to Pinkie.

"Oh Pinkie, it's terrible!" She said frantically as she pointed to the sky. "There's a big scary cloud of smoke heading towards town. And where there's smoke, there's fire. We need to warn everypony."

"Smoke?" Pinkie asked as she looked up into the sky. She pulled out a pair of binoculars seemingly out of nowhere and stared out into the distance. Just as Fluttershy had warned, there was a gigantic cloud of smog not only heading towards the village, but also across the land to other towns.

"This is horrible!" Pinkie stated with unease. "What are we going to do?" She stared at Fluttershy in hopes of an answer. The shy pegasus only looked at the ground. Soon enough, a brownish colt walked up to them.

"You two, I need you to come to town square." He quickly stated. Pinkie and Fluttershy looked in confusion. "The mayor is holding a town meeting, we need everypony in attendance." With that, he quickly trotted off in search of more stray ponies. Fluttershy gave Pinkie an uneasy look.

"Don't worry Fluttershy!" Pinkie said as she put her foreleg over the pegasus's shoulder. "I'm sure that we can figure out a way to get rid of the nasty smoke." Fluttershy gave a brief smile then followed Pinkie on her way to town square. Hopefully the ponies of Ponyville can figure out a way to stop the fire and the smoke.

The ponies of Ponyville were all gathered around town square, waiting for the words of their mayor. They have been talking among themselves, mostly about the smoke overhead and what it means. Mayor Mare stood at the altar of town square and announce herself to the townsfolk.

"Everypony, calm down. As you have probably already seen, smoke has been traveling across the sky." The ponies gathered around the stage quickly withheld their conversations to listen to the words of their mayor. "It seems as though this smaug has not only been drifting above Ponyville, but slowly reaching all of Equestria."

This statement had brought back the worried chatter of the crowd of ponies. They kept asking the mayor why this is happening, where its coming from, and what can be done to stop it.

"I have been told by some wandering pegasus that this smoke has been coming from the distant mountains. The smoke is presumed to be the product of a large forest fire in its heights." The mayor left this statement with hesitation. "We have already sent our best weather ponies, including the forecast captain Rainbow Dash, to send rain clouds to the mountains to wash out the fire."

Many sighs of relief came from the crowd, but there was one who was still unsure of the situation.

"D-do you really think that they c-can put out the fire?" The shy pegasus asked Pinkie Pie, who stood right beside her.

"Don't worry about it Fluttershy!" Said Pinkie with assuring glee. "I'm sure that the pegasus ponies can handle it. Plus, Rainbow Dash is there. She would never let us down!" Fluttershy gave Pinkie over-enthusiastic joy a small smile. Their attention was brought back to the stage where Mayor Mare continued her speech.

"At any moment now, the pegasi will return to assure us the fire has been put out." She said with admiration. She looked up into the black, smoky night sky to see fast approaching figures coming from the direction of the mountains. "Well, here they are now."

The pegasi landed next to the town square stage with Rainbow Dash right in front of them. "We're you successful? Did you put out the fire?" Asked the mayor with hidden concern. Rainbow Dash only looked up in shock.

"No..... We didn't put out any fires." She slowly replied. The mayor looked confused.

"Why couldn't you put out the fire?" She asked, finding it harder to hide her worries. Rainbow Dash slowly started to respond.

"The-there wasn't a fire to put out." She stated, the fear imminent in her eyes. This only confused the mayor even more.

"No fire? Then tell me, what is making all of this smoke?" She asked out of confusion more than concern. Rainbow Dash started choking on her words.

"I-it was a dr... drag..... " She started before her voice stopped. The mayor slowly walked up to her to hear her better.

"What was it?" The mayor was next to Rainbow waiting for an answer. Rainbow started to fumble for her words.

"I said it was a dr... dra-a....... " She stopped to take in a deep breath, and in an almost inaudible voice she said, "A dragon." The mayor's eyes grew wide with fear.

"A dragon?!" She accidentally yelled out to Rainbow Dash. The crowd of ponies around them stood silent. They were hoping they had not just heard what they thought had been said. The mayor, noticing her mistake, asked for Rainbow Dash's assurance on this information. She gave a slow and regretful nod. The mayor took a heavy sigh and faced her citizens.

"It seems..... It seems as though we were never dealing with a fire to begin with. No..... No, this is far worse." She said this to the town with hesitant breath. The worst thing to have right now was a panic. "This smoke is indeed coming from-......... from a dragon."

Many cries of shock and fear came from the ponies below. Some of them stood in dead silence, while others quietly whispered to their families. Pinkie Pie had looked down to see Fluttershy on the ground, frozen with fear.

"No, no..... no. Not a dragon. Not a dragon. No, please don't let there be a dragon." She kept repeating this to herself with fear imminent in her wide eyes. Pinkie looked at her friend with concern.

"Are you okay Fluttershy?" She asked her frightened friend. The yellow pegasus only continued to shake in fear from the mention of a dragon.

"Mayor Mare, if the smoke is coming from a dragon, how do we stop it?" Asked one of the villagers who wasn't shaken up by the word of a dragon. The mayor gladly took his question with interest.

"Yes, yes. We do need to find a way to rid ourselves of the smoke." She stood there in deep thought of how to evade this problem. "Well, if the dragon is making the smoke, can't we just ask him to leave?" She looked to Rainbow Dash in hopes of a reassuring answer.

"W-we have already tried to get him to leave. Every time we woke him up to ask him to leave, he simply ignore us and continued to sleep." She looked at the mayor with failure in her eyes. "The more we bothered him, the more agitated he became. We didn't stop until he drove one of the other pegasi into the side of the cliff."

The mayor looked at Rainbow Dash with crushed hope. She looked at the villagers, and then to the smoke covered night sky. She took a heavy breath before beginning her sentiment.

"If we can't get rid of this dragon," She started with baited breath, "then I think there may be only one other way to get rid of this smoke." She looked up at Rainbow Dash with determination in her eyes. "The pegasi will have to clear it. All of it. Only until the dragon decides to leave."

"Do you think the weather pegasi can handle it?" The mayor asked her with a pleading look in her eyes. Rainbow Dash stared at the mayor with a newfound strength in her eyes.

"You bet mayor! We will be able to clear it out in no time!" The mayor took a relieved sigh.

"That's great to hear, but I'm not sure that the weather team will be enough. We may need all of Ponyville's pegasi to help." She turned back to the crowd as she raised her voice. "If we can get all of the pegasi to do this, we will have no need to fear this smoke." The townsfolk looked up at their mayor with determination. "We need the weather team to begin clearing out the skies. I will let Rainbow here tell you where to go from here."

Rainbow looked out into the crowd of ponies, losing the last speck of fear and worry in her eyes. "Okay, here's what we need to do." She called out to the pegasi in the crowd. "We will need pegasi to constantly clear this smoke from the sky. But first, we need to send a small group across Equestria and tell everypony of our plan."

The crowd yelled out their agreement as the pegasi flew from the crowd. Rainbow Dash pointed out to them, marking their teams and sending them to other towns.

"You four, I need you to go to Baltimare. You five over there need to make your way to Fillydelphia." She called out as the avian ponies flew off to their given locations. After a few teams were sent out, Rainbow Dash continued her orders.

"That should do it. Now I need the rest of you to get up into those black clouds and do whatever you can to clear it away." Shouts of correspondence came from the many pegasi ponies as they flew off into the smoke. Pinkie stared into the sky as she watched them all fly through the smoke, then looked to her side to see Fluttershy still on the ground next to her.

"Uh, Fluttershy? Don't you think you should go help them." The frightened pegasus looked up at Pinkie. "I mean, you are a pegasus and all." They were joined with a cyan pony who landed right beside them.

"She's right Fluttershy, we're going to need every pegasus to help us with this. That includes you." Fluttershy looked up at Rainbow Dash as she slowly stood up.

"B-but I can't join you and the other pegasi. If I do, who will look over my animal friends?" She asked with concern. Rainbow Dash grew a harsh look on her face.

"What about that dragon you are looking over? Wasn't he an assistant once? Why can't he help?" Fluttershy looked back at her with regretful sadness.

"He hasn't spoken a word to me since I took him in. He's too upset over losing Twilight. I don't want to put that much on him." Rainbow Dash stared back, growing more aggressive.

"Then I guess you can't take care of your animals. Let them go wild, that's all they've been doing lately. Just forget about them." Fluttershy looked back with distaste. Pinkie Pie quickly stood between them.

"Dashie, calm down. You don't need to be angry." She said as she tried to stop Rainbow's anger.

"I can't leave my animal friends. You can't make me." Fluttershy said as her voice slightly grew.

"Just let them run into the forest with the other animals. You can't keep them safe forever." Rainbow was slightly increasing her tone towards Fluttershy.

"No, I will not abandon them." Fluttershy stated with slight anger in her eyes.

"You need to help us keep the sky clear Fluttershy. We need the air clean so we can breath." The anger in Rainbow's voice was rising against her will to keep calm.

"I am not leaving my animal friends to fend for themselves!" Fluttershy cried out in anger and sadness.

"Please girls, we need to stay calm." Pinkie said, once again trying to bring peace to the two mares.

"Who cares about your animals?!" Cried out Rainbow Dash as she could no longer hold her anger. Fluttershy looked at her with shock, then hatred. She turned to leave with tears forming in her eyes.

"I do." She softly said as she flew away back to her cottage. Rainbow Dash looked back at her with anger, then flew off to join the other pegasi with the smoke. Pinkie merely stood there as she watched her friends fly away from each other. She turned and slowly began her walk back to Sugarcube corner.

"The cupcakes should be done cooling by now." She said in sadness as she walked down the dark road, covered in the shadow of smoke and night.

Fluttershy sat in her cottage surrounded by the few animals she had left. Her house was dark from the night. She had lit a candle, but it had went out several minutes ago. She had her hoof on Angel, slowly petting him. Her eyes were heavy with tears.

"She said I should let you just run off into the Everfree forest. She said you didn't matter to any pony at all." She said as tears slowly ran down her cheeks. "But you matter to me. All of you." She looked off into the dark corner of the cottage which held the saddened dragon. "You too, Spike."

Fluttershy exhaled a large sigh of sadness. "I want to help everypony, but I just can't leave you all here alone." She lowered her head to nuzzle her precious rabbit. "I don't want to lose any of you." The little dragon in the corner moved his head to listen to the yellow pegasus.

"So many of your friends have left and gone into the forest. I just.... I just don't want to lose anymore of you. It hurt my heart to see them leave." She held the rabbit in her hooves in a tight embrace. It was then, a small voice was heard from the corner. It was strained, as if it wasn't used for weeks.

"I don't want to see you leave either." Fluttershy looked up to see the baby dragon was slowly sitting up.

"Spike?" Asked Fluttershy, shocked to hear his voice.

"Yeah." He said as he strained to stand up. "I don't want to see you go either." The animals around Fluttershy scrambled over to help support Spike. He walked over to the yellow pegasus, propped up by a mongoose. "Ever since I lost Twilight, you have been the only one I could call a friend. You took me in when you could have just left me."

Fluttershy sat next to him with tears in her eyes. "I couldn't leave you. You needed some pony to take care of you." She slowly wiped the tears out of her eyes. "Y-you told me about yourself. Told me about your life, even though we had just met."

Spike gave a little smile. "Yeah, I guess I did."

"You felt as though you could trust me. Why was that?" She asked. Spike leaned against the couch and gave a simple reply.

"Because you reminded me of her. She always wanted to know everything." He looked down in sadness at the memory of Twilight. "I..... I think I'm done grieving her death. She wouldn't want me to be sad." He stood up firmly with a wide grin. "She would want me to remember all the good times we've had. What we've done together."

The purple reptilian climbed onto the couch and sat on it's arm. "You go and help the other pegasi with the smoke. I'll watch your animals for you." Fluttershy looked at Spike with surprise.

"A-are you sure?" She asked.

"I feel it's the least I can do for you." Fluttershy wiped the last of her tears away and pulled the small drake into a warm embrace.

"Thank you Spike." She said as she let go of the baby dragon. He looked up at her with a warm smile and replied.

"What are friends for?"