Rise of the Dark Unicorn

by Sky McFly

Rating: teen
Tags: Original Character, Spike, Big Macintosh, Adventure, Thunderlane, Main 6, My Little Pony: Friendship is Magic, Dark
Length: 26682

Equestria's got a new ruler. Spike thinks he's evil. Nopony believes him.

When a mysterious unicorn by the name of Styxon Stones rises to power following the disappearance of the royal sisters, Spike is the only one who’s suspicious that this new ruler of Equestria may not have the ponies’ best interests at heart. As ensuing events unfold, including a fire, a midnight sky battle, and a secret mission to infiltrate the royal palace, will Spike be able to rally together the mane six and restore order to Equestria?

Disclaimer: This story has nothing to do with Batman.

Published 2013-01-08 01:40:01 UTC
Last updated 2013-05-04 17:49:18 UTC

Chapter One

Three weeks earlier...

As Twilight Sparkle accompanied Rarity and Spike to the main square of Ponyville, she could see ponies arriving from all sides. Fluttershy approached from the opposite side of the square to join Applejack, Big Macintosh, Applebloom, and Granny Smith while Rainbow Dash flew down and alighted next to Pinkie Pie, who was still wearing a chef’s hat.

Twilight had heard the horns of the heralds, which were usually used to announce the arrival of Princess Celestia, but she couldn’t see the Princess anywhere.

Then dozens of palace guards marched into the square and parted to reveal a—rather handsome—unicorn stallion, who purposefully ascended the steps to the podium and announced, “Greetings, citizens of Ponyville. It is my regretful duty to inform you all that Princesses Celestia and Luna are dead.”

Twilight sat down heavily in shock.

“My name is Styxon Stones,” the stallion continued. “As a distant cousin of the late Princess Celestia, I have been chosen to take up the throne and uphold the responsibilities of the Princesses. I have heard good things about Ponyville, and I trust your leaders,” he nodded at Mayor Mare, “to keep it a vibrant, peaceful village even in the face of such tragedy.”

Styxon Stones cast his eyes around the crowd. When his eyes made contact with Twilight’s, the despair she had felt over the Princesses’ deaths seemed to slip away. She could still hardly believe that the seemingly eternal presence of Princess Celestia was gone, but she knew that this new unicorn stallion would take care of the situation.

“His mane is gorgeous,” Rarity whispered.

“I don’t like him,” Spike muttered.

“Spike, be quiet,” Twilight shushed him. “He’s coming over here!”

The announcement seemed to have ended and as the ponies dispersed, Styxon Stones approached Twilight and Rarity. Twilight felt a sudden urge to magically produce a mirror and check her appearance, but resisted it.

“So, you’re Twilight Sparkle?” Styxon Stones asked smoothly. “One of the most powerful unicorns in Ponyville?”

Spike frowned and declared, “She’s the most powerful unicorn in all of—“

“How would you like to be my number one assistant?” Styxon Stones asked Twilight, ignoring Spike. “I could really use a unicorn like you.”

“I—I’d love to,” Twilight answered weakly.

“And who is this beautiful friend of yours?” Styxon inquired, turning to Rarity.

“My name’s Rarity…Mr. Stones,” Rarity giggled.

“Please,” Styxon Stones replied, taking Rarity’s hoof in his own and kissing it gently, “call me Styxon.”

Rarity giggled some more. Spike scowled.

“How would you two like to have dinner with me in Canterlot tonight?” Styxon asked the unicorns.

“Oh my,” Twilight answered, “we’d be honored to.”

Rarity was overcome with giggles. Spike scowled harder.

***

Spike stormed into the farmhouse at Sweet Apple Acres that evening, where Applejack and Pinkie Pie were making dinner and Fluttershy and Rainbow Dash were setting the table.

“Hiya Spike!” Pinkie Pie exclaimed.

“Hey there, Sugarcube!” Applejack greeted him. “Yer jest in time fer—what’s wrong?” She paused, noticing Spike’s expression.

“Doesn’t anybody care that the Princesses died?” Spike demanded.

“O’ course we do!” Applejack responded.

“It’s terrible,” Fluttershy murmured.

“It stinks big time,” Rainbow Dash agreed.
Spike looked from one pony to another, as if waiting for them to say something else. “Is anybody besides me curious how they died?” he finally asked.

“Well I’m sure if it were impor’ant, that studley stallion woulda told us,” Applejack answered. “I reckon it’s confidential.” She looked around. “By the way, where’re Twiligh’ an’ Rarity? I thought we were all havin’ dinner together tonigh’.”

Spike’s expression grew darker. “They blew you guys off for that dumb unicorn,” he grumbled. “They’re having dinner in Canterlot tonight. He asked Twilight if she would like to be his ‘number one assistant’…and he’s putting the moves on Rarity.”

Pinkie gasped.

“Oh Spike, I’m so sorry,” Fluttershy sympathized.

“Bummer,” Rainbow Dash added.

“Doesn’t all this bother anypony?” Spike burst out. “The princesses are dead, some strange unicorn is Equestria’s new ruler, and Twilight and Rarity completely ignored the plans you all made for dinner!”

“Well he wouldn’t be the new ruler if he couldn’t handle the job,” Applejack replied, “an’ I can understand why Twi and Rarity would wanna have dinner with him. He’s a righ’ impor’ant pony now…and he’s good-lookin’ too.”

“He had very healthy teeth,” Pinkie supplied.

Spike sighed in exasperation and hopped into a chair. “If you say so,” he gave in. “What’s for dinner?”

***

The next morning, Spike joined Pinkie Pie and Fluttershy outside Sugarcube Corner to wait for the others to arrive.

When Applejack arrived, there was something different about her appearance.

“Where’s your hat, AJ?” Pinkie greeted her.

“No idea,” Applejack answered. “Have any o’ y’all seen it? I seem to ‘ave misplaced it.”

The other three shook their heads.

“Oh well, I hope it turns up. I feel so naked without it.”

“Oh look, here come Twilight and Rarity,” Fluttershy pointed out. The two unicorns were giggling as if they hadn’t stopped since Spike last saw them.

“Nice of you to show up,” Spike grumbled.

“Oh hush now, Spike,” Applejack looked at him. “We’ll forgive y’all for missing one git-together. How was dinner with that studmuffin?”

Twilight giggled.

“He is such a gentlecolt,” Rarity gushed.

“I’m going to be his number one assistant!” Twilight squealed.

“And while Twilight was getting more food from the buffet—“

“I just wanted more salad!”

“—He took me aside and offered to show me around Canterlot!”

“But haven’t you already seen the sights of Canterlot?” Spike broke in.

“Well, surely I haven’t seen all the sights of Canterlot,” Rarity replied. “And I’ve never had a tour of Canterlot with Styxon Stones before!”

“But you just met him yesterday,” Spike protested. “How great can he be—?”

“He said there are a couple spare rooms in the palace that we could live in!” Twilight said. “This way I won’t have to keep going back and forth from Ponyville to Canterlot.”

“Wait, hold on,” Spike held up his claws. “Are you saying you’re going to be living in Canterlot from now on?”

“Well, we’ll certainly be spending a lot more time there now,” Twilight responded, “but we’ll come back and visit you all, of course.”

“We’re so happy for you,” Fluttershy said, not looking happy at all.

“Applejack, darling,” Rarity said, as if noticing her for the first time, “Where’s your hat?”

“I don’t know,” Applejack replied. “It’s vanished.”

“Please, let me sew you a new one,” Rarity offered. “You’ve had that old ratty Stetson for far too long anyway.”

“Nah, that’s okay,” Applejack refused. “It’ll turn up eventually.”

At this point, Rainbow Dash arrived, still looking half asleep.

“What’s up, guys?” she began. “What did I miss?”

“Twilight’s Styxon Stones’s number one assistant,” Pinkie piped up, “and Rarity’s got a hot date!”

“Oh, okay,” Rainbow Dash said, looking like this information hadn’t quite reached her brain. She turned to Applejack. “Applejack,” she said, finally opening her eyes all the way, “where’s your hat?”

***

Late that night, Pinkie Pie awoke to the smell of smoke.

“Cupcakes are ready!” she announced the second her eyes flew open, then said, “Wait…I’m not making cupcakes!” She glanced at the clock. “Not that 1:21 a.m. is a bad time to make cupcakes…” Her stomach rumbled. “Aw, now I’m hungry!”

She sat up in bed, debating for a moment whether or not to start a batch of cupcakes before she remembered what caused her to wake up in the first place.

“Smoke!” she yelped and burst into the hall, which was lit by an eerie flickering light from downstairs.

“Mr. and Mrs. Cake!” she screamed. “The bakery’s on fire!”

It wasn’t long before the Cakes flew out of their bedroom, Mr. Cake still wearing a nightcap.

“Fire?!” Mr. Cake gasped.

“Are the foals all right?” Mrs. Cake asked.

“I’ll get the foals!” Pinkie declared. “You two get yourselves to safety!”

“Now Pinkie—“ Mrs. Cake began, but Pinkie had already dashed into the foals' room. Arriving at the crib, she grabbed Pound Cake and threw him onto her back, then picked up Pumpkin Cake in her mouth and sprinted back into the hall. When she came to a halt at the top of the stairs, she was dismayed to see that flames were already creeping up the foot of the stairwell. Pinkie frantically searched the area for a way out, and saw a rafter that spanned the kitchen and led to a window.

“Hold on!” she shouted to the foals, and leaped over the railing onto the rafter. Immediately she felt waves of heat rising up to her belly. Pinkie glanced down and gripped the rafter in terror. Below her, the flames spread from one end of the room to the other, maliciously darting up to grab her. The smell of burning gingerbread was overwhelming.

Inch by inch, Pinkie crept along the rafter until she finally reached the window, which she nudged open with her head. Mr. and Mrs. Cake had made it safely outside and were watching in fear from below. With her front legs balanced on the windowsill and her back legs still on the rafter, Pinkie gently dropped Pumpkin Cake for Mrs. Cake to catch.

“The stairs were on fire!” she yelled to explain why she emerged from the window rather than the front door. She then reached back to get Pound Cake and dropped him down to Mr. Cake, who gently set him on the ground and ran off to find a ladder.

Suddenly, the flames reached the stairwell end of the rafter, and it broke, sending Pinkie’s back end plunging toward the flames below. Mrs. Cake saw Pinkie’s head disappear from the window, but her front hooves continued to hold on desperately to the windowsill. Summoning all her strength, Pinkie pulled her upper body up and over the ledge and dangled there until Mr. Cake returned with a ladder.

When Pinkie finally descended from the ladder and the wall behind her collapsed in a shower of sparks, she fell to the ground and gave in to the welcome embrace of the Cakes.

***

The citizens of Ponyville woke up the next morning to find that the fire had spread to four other buildings, but none had been damaged quite as badly as Sugarcube Corner. Fortunately, nopony was hurt.

“I’m so sorry about your house,” Fluttershy told Pinkie Pie as ponies began to gather in the main square upon hearing the herald’s horn for the second time in three days. “Is there anything I can do for you or the Cakes?”

Pinkie Pie’s answer was interrupted by the arrival of Applejack (still missing her hat), Big Macintosh, Applebloom, and Granny Smith.

“Mornin’ Miss Fluttershy, Pinkie Pie,” Big Macintosh greeted them bashfully.

Fluttershy blushed. “Hi, Big Macintosh.”

“Hiya Mackie!” Pinkie said with slightly less than her usual enthusiasm.

“Pinkie, I’m so sorry t’ hear about Sugarcube Corner,” Applejack said. “If there’s anythin’ y’all need, you jus’ let us know.”

“Thanks guys,” Pinkie said. “I think we’re all set for now. Rarity took us in last night and said she’d be glad to host us for as long as we need.”

At this point, Styxon Stones arrived at the main square, this time not only flanked by royal guards, but also followed by three Diamond Dogs.

Applejack narrowed her eyes. “What’re those mutts doin’ here?”

“Greetings, citizens of Ponyville,” Styxon Stones began. “Today I bring good news, and disappointing news. The good news is that I have formed an alliance with our friends the Diamond Dogs. This should end all unpleasantness between Diamond Dogs and ponies in the future.

“When I arrived in Ponyville to tell you all this good news, I was saddened to find out that last night there was a terrible fire. The policeponies have told me that this fire was not caused by an oven, as previously thought.”

“Well of course not,” Pinkie whispered, rolling her eyes. “The Cakes and I always turn off the oven before going to bed.”

“Instead,” Styxon continued, “we are led to believe that the fire was not caused by accident.”

The crowd gasped.

“But who would do something like that?” Fluttershy murmured.

“The policeponies were fortunate enough to find evidence at the scene of the crime,” Styxon said, presenting Applejack’s hat.

The crowd gasped again.

“Hey, tha’s mah hat!” Applejack exclaimed, before realizing what this implied. She paused, and then said, “Now hold on one apple-bucking minute.”

“Nopony accuses mah sister of arson!” Big Mac growled.

“Cool it, Mac,” Applejack said, “Let me handle this.” She turned to Styxon and looked him straight in the eyes. “I didn’t start no fire.”

“Clearly, you must have dropped your hat in your haste to escape the crime scene,” Styxon accused. Ponies began to murmur in agreement.

“Pinkie’s one o’ mah best friends!” Applejack protested. “Why would I wanna burn her house down?”

“The punishment for a crime such as this,” Styxon continued, ignoring Applejack’s protests, “is exile.”

“Couldn’t we just put her in jail for a while?” one of the royal guards asked.

“No, she might burn it down,” Styxon muttered. Turning back to the crowd, he announced, “However, I am not a pony without compassion. If Applejack chooses to be honest with us and confesses to the crime, I would be willing to give her a second chance.”

Applejack glared at Styxon and repeated through gritted teeth, “I didn’t start no fire.”

Styxon looked at her for a moment, and then declared, “It pains me to say this, but for the safety of our fellow ponies, you are hereby banished from Ponyville until further notice.”

Applejack stood her ground.

Then, almost imperceptibly, so that nopony but Applejack noticed, Styxon whispered, “Kill her,” and the Diamond Dogs leaped off the podium straight in Applejack’s direction.

She ran.

Chapter Two

Applejack struggled to catch her breath as the Diamond Dogs chased her into the Everfree Forest. She considered herself fit as a fiddle, but the Diamond Dogs had endurance that far surpassed her own. If this chase went on for much longer, she would be unable to continue evading them. And the incessant barking was just getting annoying.

Applejack began to stumble over tree roots as the forest floor became increasingly uneven. The din of the barking had drawn so close that it felt like the sound was coming from all sides when she tripped over a rock and tumbled down a steep hill, landing in a heap on a layer of dead leaves at the bottom. Applejack was pretty bruised and scraped up, but nothing felt broken.

She was about to force herself to rise and continue running when three pairs of glowing green eyes appeared in the darkness in front of her. She felt despair overwhelm her as she struggled to scramble back up the hill. Applejack heard a haunting howl resound from much too close behind her and felt foul, warm breath on the back of her neck. To her surprise, she then saw three Timberwolves soar over her, land with ground-shaking thuds, and effortlessly climb the hill she had just tumbled down. A series of yips and whimpers let her know that the Timberwolves were now instead pursuing the Diamond Dogs. Applejack resolved to get out of the Everfree Forest as soon as possible.

***

Several days later...

“Oooohhhhhhh
Celestia’s dead, I bumped my head,
Poor Spikey’s brokenhearted,
My house burned down with half the town
And Applejack’s uncharted.

But…
Howe’er austere things may appear,
No matter how adverse,
Don’t fall behind; just keep in mind
That it could still get worse.”

Pinkie Pie finished her song and smiled at Big Macintosh as his plowing circuit brought him over to her side of the field again.

When Pinkie, the four Cakes, Rarity, and Sweetie Belle had become too much of a crowd for the Carousel Boutique, the remaining Apples had offered to let Pinkie stay at Sweet Apple Acres until the construction ponies finished rebuilding Sugarcube Corner. Pinkie had insisted that she help out around the farm in return for the Apples’ hospitality, but still hadn’t mastered any of the farm duties.

“Ya bumped yer head?” Big Macintosh stopped when he reached Pinkie and looked at her with concern in his green eyes.

“Yup, I still don’t quite have the hang of this apple-bucking thing,” Pinkie answered cheerfully. “I tried bucking a tree yesterday and the only apple that fell down hit me right on the noodle.”

“Well, I’m righ’ sorry t’ hear that,” Big Macintosh replied. He began to pull the plow again.

Pinkie was quiet for a moment.

“Do you miss her, Mackie?” she asked suddenly.

Big Macintosh stopped again and turned back to face Pinkie.

“O’ course I do,” he answered, “she’s mah sister.”

“I miss her too,” Pinkie said quietly.

“She’s strong, though,” Mac said.

“And faithful,” Pinkie added.

“We’ll see her again, somehow,” Mac consoled her, “I promise.”

“Thanks Mackie,” Pinkie smiled. After another moment, she said, “I don’t think she started that fire.”

Big Macintosh smiled sadly. “Tha’s good t’ hear,” he replied. “I don’t believe she did either.” As he returning to plowing the field, he called over his shoulder, “Good luck with yer apple-bucking!”

“Thanks,” Pinkie sighed, and turned to glare with determination at the tree that stubbornly refused to relinquish its apples.

***

“Rarity and I are going to Canterlot for a few days, Spike,” Twilight announced. “Will you be able to watch the library while I’m gone?”

“Sure,” Spike answered. “Should I ask what you’ll be doing in Canterlot?”

“I’ll be assisting Styxon Stones, of course,” Twilight beamed. “Would you mind helping me pack?” She pulled out a saddlebag.

“Did he tell you what exactly you’ll be doing?” Spike asked.

“It sounded like paperwork mostly,” Twilight replied absentmindedly. “Oh, I’ll need these.” She handed Spike a small pile of books.

“Paperwork?” Spike repeated, putting the books in the saddlebag. “But you’re better than that.”

“It’s what I’m good at,” Twilight said, “and someone’s got to do it.” She handed Spike an armful of scrolls.

“Are you sure you have nothing better to do than Styxon Stones’s paperwork?” Spike inquired. “It’s not like he needs a lot of help. He’s got the entire palace staff to do his bidding, and I still think he’s not a good dude. He exiled Applejack for no reason with almost no evidence!”

“That was a shame about Applejack,” Twilight replied, pulling a few more books off of a shelf.

“Surely you don’t believe she caused that fire!” Spike exclaimed.

“Well, I admit it’s not like her,” Twilight said.

“ ‘Not like her?!’ ” Spike burst out. “Pinkie Pie’s one of her best friends! And even if she weren’t, Applejack would never do anything like that to anypony! Besides, she was missing her hat the morning before the fire! She couldn’t have dropped it that night if she didn’t have it!”

“You’ve got a point,” Twilight said, giving Spike several more books.

“You sure you’ve got enough books?” Spike asked dryly.

Completely missing the sarcasm, Twilight thought for a moment, rushed over to a bookshelf, and said, “Thanks, Spike! I almost forgot this one!” She tossed him another book.

“So it couldn’t have been Applejack,” Spike prodded.

“I don’t think Applejack would have done something like that,” Twilight agreed, “but Styxon Stones was just doing his best to protect Ponyville. He’s got a lot of responsibilities. It’s understandable that he might make a mistake here or there.”

“But Applejack’s been banished!” Spike emphasized. “You think that’s just a mistake?”

“Spike,” Twilight smiled at him, “let’s try not to beat a dead horse, okay?”

“I’m going to Fluttershy’s,” Spike pouted. “Have fun in Canterlot.”

***

As Spike walked to Fluttershy’s cottage, he mulled over what exactly he would say to her. He had left the library somewhat spontaneously and decided to go to Fluttershy’s cottage without really thinking about his reason for going there. Normally he would have gone to see Rarity, but he had a feeling her support for Styxon Stones would be just as unreasonable and unwavering as Twilight’s. His second choice would have been to visit Applejack, but her absence was the very reason he needed someone to talk to.

He reached Fluttershy’s cottage and knocked on the door.

After a moment, Fluttershy opened the door and exclaimed, “Spike! It’s so good to see you! Is something wrong?”

“Twilight and Rarity are leaving to spend a few days in Canterlot,” Spike explained. “And I just have a bad feeling about this Styxon Stones they’re going with. I guess I just wanted to talk to a voice of reason for once.” Behind Fluttershy, Spike could see five chipmunks run across the living room, knocking over a potted plant and startling a small flock of birds into the air.

“Of course,” Fluttershy replied cheerfully. “Come in. Make yourself at home.” She led him into the kitchen. “Would you like some tea?”

“Yes please,” Spike responded, and hopped into a chair. “I think what’s bothering me most is that Twilight seems to care more about Styxon Stones than about Applejack.” He paused. “Please don’t tell me you think Applejack started that fire.”

“Of course I don’t think Applejack started the fire,” Fluttershy exclaimed, looking surprised that Spike would even suggest the possibility. “Does Twilight think so?”

“Well, no,” Spike answered, “but she thinks that by banishing Applejack, Styxon was just doing his best to protect Ponyville. She doesn’t even seem to care that Applejack is all alone in the wilderness.”

“And Big Macintosh must be so lonely!” Fluttershy realized aloud, holding a teapot but forgetting to pour it. “Oh, I hope he’s okay…”

Spike rolled his eyes.

“I think Styxon Stones was too quick to blame Applejack,” Spike continued, “and I think Twilight and Rarity are getting too close to him without really knowing what they’re getting into.”

“You might be right, Spike,” Fluttershy agreed, wide-eyed. “Do you want me to come talk to Rarity with you?”

“Oh, we don’t have to—“ Spike protested.

“If we hurry, we could catch her before she leaves!” Fluttershy said. “Hop on!”

She bent down, and Spike climbed onto her back.

“I didn’t mean—“ Spike began, but his protests went unheard as Fluttershy raced out the door.

***

Rarity was putting the finishing touches on one of her latest dresses when she heard a knock on the door. Upon answering it, she was surprised and delighted to find Styxon Stones on the doorstep, flanked as usual by several palace guards.

“Styxon!” she gasped. “I wasn’t expecting to see you until this evening!”

“My dear Rarity,” Styxon began, “as always, it is a pleasure to see you. I would dearly love to chat for a while, but unfortunately I am here on official duties. Could I speak to the Cakes please?”

“Of course, of course!” Rarity replied. “Mr. and Mrs. Cake!” she called. “Styxon Stones is here to see you!”

Mr. and Mrs. Cake emerged from the boutique’s kitchen, Mr. Cake carrying Pound Cake and Pumpkin Cake on his back.

“Mr. Stones!” Mrs. Cake gasped in surprise. “What brings you here today?”

“Hello, Mr. and Mrs. Cake,” Styxon greeted them. “I am here on account of Ponyville Social Services. The results of a recent study have shown that foals develop best when raised by their own kind.”

“What are you saying?” Mrs. Cake asked.

“It has been decided that you and Mr. Cake, as Earth ponies, are unfit to raise a pegasus and a unicorn.” Styxon explained.

“You’re not taking Pound Cake and Pumpkin Cake away from us?!” Mr. Cake gasped.

“How will a pegasus foal ever learn to fly without pegasus parents?” Styxon argued. “And how will poor Pumpkin Cake ever learn to control her magic?”

“Nonsense!” Mr. Cake exclaimed, taking a step back. “We’re great parents!”

“You may be fine parents for earth pony foals,” Styxon acknowledged, “but unfortunately, you just aren’t suited to raise a pegasus and a unicorn.”

“No!” Mr. Cake protested. “You can’t take our foals! I won’t let you!”

“Don’t you worry,” Styxon attempted to console them. “We have ponies who will be very capable parents for your foals. Now, please hand them over.”

“No!” Mr. Cake repeated. He was now backed up against a wall.

Styxon gave a signal and two guards rushed into the house and restrained Mr. Cake as a third gently picked up the two foals and brought them over to Styxon. Pound Cake and Pumpkin Cake began to cry.

“How can you do this?” Mrs. Cake demanded.

“We’ll find good homes for them,” Styxon promised, and turned to leave. “Remember, this is for their own good.”

At that moment, Fluttershy and Spike arrived at the boutique.

“What’s going on?” Fluttershy asked. “Are you taking the Cakes’ foals away?”

“Foals need to be raised by their own kind,” Styxon explained.

“Is this true?” Fluttershy asked in disbelief.

“Does the ruler of Equestria have the right to break up families now?” Spike demanded.

“Well, if Pound Cake must be raised by a pegasus,” Fluttershy said, “let me raise him. And I’m sure Rarity would be glad to bring up Pumpkin Cake, if there’s really no other option.”

“Oh heavens no,” Rarity said, emerging from the Carousel Boutique. “Me? Raise foals? I don’t think so.”

“But Rarity—“ Fluttershy protested.

“I’m going to Canterlot,” Rarity proclaimed. “I’ll be much too busy to take care of foals. I’m sorry, but you’ll have to find some other unicorn.”

“Well, I’d be happy to bring up Pound Cake,” Fluttershy said quietly.

“Very well,” Styxon said, and handed Fluttershy the still-wailing foal.

“Will I see you this evening?” Rarity asked Styxon.

“Indeed you will,” Styxon confirmed. “The minutes will seem like hours until then.”

Spike pretended to gag behind his back.

“Well ta-ta everypony,” Rarity waved to Fluttershy and Spike, and began to head toward the train station with three suitcases in tow.

“That wasn’t like Rarity,” Fluttershy murmured. “She’s usually more compassionate, isn’t she?”

Spike struggled with himself for a moment, and then abandoning all dignity, he rushed after Rarity and clutched her leg, pleading, “Don’t go with him, Rarity! Please!”

Rarity gently shook him off and said, “Now don’t you worry, Spikey-Wikey. I’ll be back in a few days.”

And she left for the train station, leaving Spike to wonder how different his crush would be when she returned.

Chapter Three

Spike rushed into Fluttershy’s cottage clutching a letter.

“Fluttershy!” he yelled. “I got a letter from Twilight!”

Fluttershy looked up at Spike in surprise. She was attempting with little success to get Pound Cake to drink from his bottle. She had shadows under her eyes, and her pink mane was dull and tangled, instead of sleek and smooth like how Spike remembered it. With Rarity out of town, Fluttershy saw little reason to continue going to the spa, and the amount of work that came with raising Pound Cake made it difficult for her to spend time keeping up her appearance.

“Gosh.” Spike paused when he got a good look at her. “You look awful.”

Fluttershy frowned briefly, then bowed her head in exhaustion and said, “I know. I hadn’t expected raising a foal to be this much work. I can hardly get any sleep with Pound Cake crying all night.”

“Aw, I’m sorry to hear that,” Spike said. “Oh! You gotta hear what Twilight said! She says that Styxon is going to send all the pegasi to Cloudsdale and all the unicorns to Canterlot! She wanted to warn us so that we have time to say goodbye.”

“What?” Fluttershy yelped. “That’s terrible! How can he make all the pegasi and unicorns leave Ponyville? And why would he want to do that?”

“Here, see for yourself,” Spike said, and handed Fluttershy the letter.

She quickly scanned the letter, then looked up and said, “It almost sounds like Twilight agrees with Styxon, doesn’t it?”

“I’m telling you, it’s like he cast a spell on them!” Spike insisted.

“Well, no good can come from separating ponies like this,” Fluttershy said. “Equestria wouldn’t have been founded if the different tribes of ponies hadn’t worked together.” She glanced at the letter again. “Twilight doesn’t say when this is going to happen, does she?” She searched the letter to no avail. “I guess we should meet with Pinkie Pie and Rainbow Dash…and Big Macintosh…in case we don’t get another chance to say goodbye.”

“And we should probably do it in secret,” Spike added, “just in case.”

Palace guards had begun patrolling the streets of Ponyville. It had started gradually, with only two or three guards at a time, but after a couple of weeks, almost a dozen guards could be seen roaming the streets at any given moment. Supposedly they were there to protect the citizens of Ponyville against attacks from unspecified dangerous creatures, but they could often be found breaking up groups wherever three or more ponies had gathered.

“Good point,” Fluttershy agreed. “Let’s meet tonight. At, um… how does the Cutie Mark Crusaders’ clubhouse sound?”

“That’s perfect!” Spike exclaimed. “No guards will find us there. I’ll ask Applebloom if we can use it.”

Spike rushed off to find Applebloom.

***

Once Spike, Fluttershy, Rainbow Dash, Pinkie Pie, and Big Macintosh had all gathered in the Cutie Mark Crusaders’ clubhouse, Spike took out Twilight’s letter and read it aloud.

“ ‘Dear Spike,’ ” he began, “ ‘I am having such an excellent time here in Canterlot. I truly feel I’ve learned more these past two weeks working with Styxon Stones than I learned the entire time I studied under Princess Celestia.

“ ‘Styxon tells me he plans to relocate all of the unicorns who remain in Ponyville to Canterlot. He says their powers are wasted while they live among Earth Ponies. And what better place to hone their magic than among the elite in Canterlot?

“ ‘In addition, he plans to send the Ponyville pegasi to live in Cloudsdale. And when you think about it, it’s really for the best. What good is a pegasus going to do on the ground? Pegasi are meant to control the weather, and they’ll be much more efficient if they’re all in Cloudsdale.

“ ‘I thought you might like to take this chance to say goodbye to Fluttershy and Rainbow Dash, since pretty soon you’ll likely not see much of them anymore.’ ”
Spike would have dearly liked to stop there, but a sad, resigned look from Fluttershy told him he had to go on.

“ ‘And Spike,’ ” he continued, “ ‘I do wish you would come live with me here in Canterlot. You deserve better than to live among a bunch of Earth ponies. And if you insist on remaining in Ponyville, I would encourage you to spend less time with Pinkie Pie. I fear she may be a bad influence on you.

“ ‘Love from Twilight.’ ”

The ponies were silent for a moment.

“What a load of apple-bucking nonsense,” Big Macintosh said, breaking the silence.

“That can’t be from Twilight,” Rainbow Dash snorted. “She’s crazy, but not that crazy.”

“I’m a…a…a bad influence?” Pinkie choked out, her eyes welling up with tears.

“No you’re not,” Fluttershy said, moving over to comfort Pinkie Pie.

“I’m telling you, that evil unicorn has brainwashed Twilight and Rarity,” Spike said.

“Well, we gotta go save them!” Rainbow Dash declared.

“I think the first thing we have to do,” Spike said, “is find Applejack.”

“Yeah!” Rainbow Dash nodded enthusiastically. “Let’s do that! Who’s with me?”

“Wait,” Fluttershy said timidly, “I want to find Applejack too, I really do. But what’ll we do after that? It’s the six of us against Styxon Stones, the palace guards, and the Diamond Dogs, assuming he hasn’t made any more alliances with even scarier creatures.” She shuddered.

“Maybe we should tell the rest of Ponyville what’s going on,” Spike suggested.

“You mean…start a revolution?” Big Macintosh surmised slowly.

“A revolution?” Pinkie Pie perked up.

“Could you do that, Pinkie Pie?” Fluttershy asked. “The unicorns and Pegasi might be gone before long, but if you could unite all of the Earth ponies and tell them what Styxon Stones is trying to do, that would be something.”

“Of course!” Pinkie Pie exclaimed. “You in, Mackie?”

Big Macintosh nodded and answered, “Eeyup.”

“And I’ll go find Applejack!” Rainbow Dash declared.

“Are ya all righ’ goin’ alone?” Big Macintosh asked Rainbow Dash.

“’Course I am!” Rainbow Dash replied. “It’ll be faster that way. And Fluttershy’s gotta take care of Pound Cake.”

“Plus the guards might get suspicious if several ponies disappear overnight,” Spike added.

“What are you going to do, Spike?” Fluttershy asked.

“I think I’ll go to Canterlot,” Spike answered, “and see if I can learn anything by talking to Twilight and Rarity.”

“Oh Spike, be careful!” Fluttershy said, and gave him a big hug. “Don’t let that awful unicorn get to you!”

“Don’t worry Fluttershy,” Spike reassured her. “We dragons have thick skin.”

“So this is it then?” Rainbow Dash asked. “Is this goodbye?”

Pinkie Pie burst into tears and ran over to embrace Rainbow Dash.

“Good luck, Dashie!” she cried.

“Yeah you too, Pinkie,” Rainbow Dash replied, “I’d hate to be on the other end of one of your rebellions!”

Fluttershy turned to Big Macintosh. For a moment the two looked as if they were about to shake hooves. Rainbow Dash rolled her eyes. “Just hug each other!” she said loudly. Fluttershy blushed and shyly welcomed Big Macintosh’s tentative embrace.

“Goodbye, Big Mac,” she said, her voice muffled by the stallion’s ruddy fur.

“I’ll miss you, Miss Fluttershy,” he murmured back.

“Well…goodbye everypony,” Spike said. “I’ll see you all again when all is right in Equestria!”

***

Dark masses of clouds began to gather as Rainbow Dash sped away from the Cutie Mark Crusaders’ clubhouse. Even before it started to rain, she felt as if a huge weight was pressing down from just above her. Then great big drops of rain began to fall, hammering every inch of her body and forcing her downward with every drop.

“Could’ve asked for better weather,” she muttered, teeth clenched.
The thick black clouds effectively blocked the already minimal moonlight, and once the rain started Rainbow Dash had to blink furiously to keep her field of view from becoming anything less than a hazy gray blur. Her vision was so reduced that she nearly flew head-on into a large, dark, and very solid shape hovering just under the clouds. She managed to come to a stop just ten feet in front of this mysterious obstacle when the sky was lit by a blinding flash of lightning, revealing the silhouette in front of her to be Styxon Stones himself, inexplicably flying despite a lack of wings and staring at her with an irritatingly smug expression on his face. Rainbow Dash hastily spun around and attempted to fly back in the direction she came from but was dismayed to see the black forms of a dozen Pegasus guards descend from the clouds, surrounding her.

The sky resounded with a deafening boom of thunder.

Employing skills that very few other Pegasus ponies could boast of, Rainbow Dash twisted and did a nosedive, evading the nearest guard by slipping just under his hooves. In an instant, Styxon and the palace guards sprang into action. It was chaos. For several minutes, Rainbow Dash had to pull off increasingly desperate maneuvers in order to dodge not only the twelve guards that swooped toward her from all sides, but also bolts of lightning and what she assumed were potentially crippling beams of magic that kept blasting from Styxon’s horn. The whole time she continued to struggle to see through the rain, and was quickly losing energy making sharp turns and corkscrews to avoid her assailants. Rainbow Dash felt something snap at her tail, and just managed to slip through its grasp before something else slammed into her flank with the force of a full-grown stallion galloping at top speed.

Losing control, she spiraled downward, racing the raindrops to the ground as she fell. She tried to open her wings to slow her descent as she neared the ground, but her wings refused to move. Rainbow Dash braced herself and plowed face-first into a muddy field, leaving a long rut in the mud behind her before coming to a stop.

The rain continued to batter her as she lay sprawled in the mud. Every inch of her body ached. Rainbow Dash suspected she might have broken one of her wings. It took all the remaining energy she had to lift her head out of the muck to see Styxon land a few feet away and tower over her as he drew closer. Then she gave into the pain and exhaustion and blacked out.

Chapter Four

Styxon Stones gently set down his teacup and gazed across the table at Rarity.

“I am a very lucky stallion to have met a mare as beautiful as you,” he told her.

Rarity blushed. “Oh Styxon—“

“Come, let me show you the view.” Styxon extended a hoof and led Rarity to the edge of the balcony. Under the peach and lavender colored sky, the lights of Canterlot twinkled up at them as if the stars that were just becoming visible had fallen to the earth. Beyond the city of Canterlot, the valley spread out before them. Rarity could make out the tiny buildings of Ponyville and the dark, sweeping expanse of the Everfree forest off in the distance.

“It’s beautiful!” Rarity gasped.

Styxon drew closer and his scent became almost overpowering. It was the scent of a stallion, but without the awful stench of sweat and soil Rarity had come to expect from other stallions. She closed her eyes, breathing it in.

Their lips met. After a lingering kiss, Rarity pulled back and shyly gazed up at him. Styxon leaned forward and used his horn to brush Rarity’s mane out of her eyes. Then he gently touched the tip of Rarity’s horn with the tip of his own horn. Rarity felt a magical energy pass between them and spread throughout her entire body. She shivered with delight and nuzzled against him.

The sky had changed to a deep blue dotted with twinkling pinpoints of light, like sequins on an indigo velvet dress Rarity was making.

Styxon kissed her again, once on each ear, and then Rarity felt his lips move down her cheek to find her mouth again.

Suddenly they heard a loud knock come from the door. Their eyes locked.

“I’ll get it,” Styxon said. “Don’t go away.”

Rarity sank to the floor and watched as Styxon opened the door to reveal Twilight Sparkle.

“I’m so sorry to interrupt you,” Twilight gasped, out of breath, “but I just received an urgent report from the Everfree forest.”

The two unicorns conferred in hasty whispers while Rarity looked on from the balcony. Then Styxon returned to Rarity, gave her a quick kiss on the tip of her horn, and said, “I’m ever so sorry, my dearest Rarity, but I must go.”

Rarity watched as the stallion galloped out the door, unable to believe that such a perfect evening could come to such an abrupt end.

“Um…hi Rarity,” Twilight greeted her. Rarity glared at her.

“I know what you’re trying to do,” Rarity hissed.

“What are you talking about?” Twilight asked, taken aback.

“Styxon Stones is mine!” Rarity snapped. “He loves me, and only me! So stay away from him!”

“Rarity!” Twilight exclaimed in shock. “I’m your friend! I would never try to steal a stallion from you!”

Rarity narrowed her eyes in suspicion.

“I just had to deliver a message!” Twilight said in exasperation. “There is nothing between us!”

“Just—just back off, okay?” Rarity begged, bursting into tears as she galloped out of the room, leaving Twilight sitting alone in disbelief.

***

Rainbow Dash woke up to find all four of her legs shackled to a wall. She was lying in a cell that couldn’t have been more than eight feet wide or deep, with only a thin layer of straw between her body and the cold stone floor. She thought she saw a rat skitter off into a shadowy corner. Far above her was a barred window, through which she could see a bluebird framed by the bright blue sky. Rainbow Dash longed to fly up to the window, if only to breath in the fresh outside air, but the chains wouldn’t allow her to go more than five feet in any direction. Her entire body still ached, but her wings didn’t appear to be broken anymore.

“How long was I out?” she wondered aloud.

After a wait of what could have been hours, Rainbow Dash heard the sound of a door opening echo throughout the chamber beyond her cell. She then heard the clip-clop of hooves on stone and Styxon Stones came into view, followed by an enormous Diamond Dog, whose bulk filled the barred doorway. The lock glowed with magic and the door swung open.

“Well hello there, Rainbow Dash,” Styxon began, his voice silkily smooth. “I admit I nearly thought you would slip through my grasp. But nopony escapes me.”

Rainbow Dash stared blankly at the humongous Diamond Dog, trying not to consider what its purpose was.

“I just have a few questions for you,” Styxon continued, “and I hope this process can be painless for both of us.”

Rainbow Dash turned to look at the unicorn.

“First of all, why did you choose to flee Ponyville in the dead of night, during such a terrible storm?”

Unable to think of a plausible alibi, Rainbow Dash just snorted and said, “What’s it to you? That’s my business.” Twilight would be so much better at this, she thought.

Before she even noticed the glow of magic envelop her, Rainbow Dash felt a jolt of pain shoot through her body. Without meaning to, she squeezed her eyes shut and clenched every muscle. The pain stopped, and she was left curled up in a ball, breathing heavily.

“Let’s try again,” Styxon said calmly. “Where were you flying?”

“Should’ve just followed me and found out,” Rainbow Dash mumbled, eyes closed and head throbbing. “Would’ve been more productive for both of us.”

Without any warning, the pain hit her again. Rainbow Dash strained against her shackles and thrashed about on the floor, scattering straw everywhere. As the pain left her, she felt a residual tingling in her extremities.

“I would really appreciate it if you would try to be more cooperative,” Styxon said. “You wouldn’t want to make me angry, would you?” He paused. “Here, I’ll give you an easy one. What are your friends planning in Ponyville?”

Rainbow Dash struggled to lift her head from the floor and glared at Styxon defiantly. “I’m not telling you anything,” she growled through clenched teeth.

Pain wracked her body a third time. Rainbow Dash continued to tremble even after it ended. She struggled not to cry.

“That all you got?” she managed to gasp.

“Where’s Applejack?” Styxon asked, devoid of any signs of emotion.

“I don’t know,” Rainbow Dash muttered, trying to catch her breath. “If you wanted to keep track of her, maybe you should’ve kept her in Ponyville.” She closed her eyes, expecting another surge of pain, but was given a reprieve while Styxon appeared to be thinking to himself.

“It’s possible I’m going about this the wrong way,” he said slowly. “Sometimes it takes multiple tactics to break a pony.” He motioned for the hulking Diamond Dog to enter the cell, and then turned back to Rainbow Dash. “I’m sure you’ve heard the saying, ‘Styxon Stones may break your bones…’ ”

***

The morning after the secret nighttime meeting at the Cutie Mark Crusaders’ clubhouse, Styxon Stones and dozens of guards had shown up at Ponyville and forced all the Pegasi to leave for Cloudsdale. Three days later, Fluttershy still did not like her living arrangements one bit. There were reasons why she had chosen to live on the ground. Fluttershy just couldn’t get used to living in a city made entirely out of clouds. She still didn’t quite understand what kept Pegasi from falling through the cloud floor, and since she often forgot that she had wings, nothing was more disconcerting to her than the numerous roads at the outskirts of Cloudsdale that abruptly ended with dizzying drops to the ground thousands of feet below.

The morning three days after the move to Cloudsdale, Fluttershy was taking Pound Cake to the Cloudsdale supermarket to get more foalfood and diapers when a bluebird flew up to her and began chirping urgently.

“Styxon Stones has captured Rainbow Dash?” she gasped. “And he’s keeping her chained up in a palace dungeon?” She glanced around, at a loss for what to do. “Oh no… oh no, oh no, oh no…” Her first thought was that someone needed to rescue Rainbow Dash, but she had no idea who to talk to and doubted that anypony would believe on her word alone that Rainbow Dash was in any danger she couldn’t handle. She then yelped in fright when she realized that she would have to be the one to rescue Rainbow Dash.

How am I supposed to save Rainbow Dash? she thought to herself. I have no idea where to begin! And who will take care of Pound Cake?

She desperately glanced around the streets of Cloudsdale and watched as Derpy Hooves tripped over her own hooves and instead of landing on the cloud street, plunged through it, rising back up with a sheepish expression moments later. Fluttershy shook her head and then noticed Thunderlane chatting with Cloudchaser and Flitter. She gulped to swallow her nerves, picked up Pound Cake, and approached the three Pegasi.

“Um… excuse me,” she began timidly, “could I possibly ask you three for a huge favor?”

The three Pegasi looked up in curiosity. Thunderlane’s eyes lit up when he saw Fluttershy.

“Hey Fluttershy, what’s up?” he asked good-naturedly.

Fluttershy attempted to explain briefly how she, Spike, Rainbow Dash, Pinkie Pie, and Big Macintosh had begun to suspect that Styxon Stones was becoming an evil tyrant, how Rainbow Dash had been captured while trying to find Applejack, and how she planned to rescue Rainbow Dash from the palace dungeons.

“So, do you happen to know anypony who could take care of Pound Cake for a few days while I try to infiltrate Canterlot and save Rainbow Dash?” she concluded, her voice rising to a squeak as she realized exactly how daunting her task was. Trying to compose herself, she added, “That is, if it’s not too much trouble…”

Cloudchaser and Flitter squealed upon noticing Pound Cake.

“He’s so cute!” Cloudchaser gushed.

“I could take care of him forever,” Flitter offered.

“Really?” Fluttershy replied. “Thank you so much! I don’t know how I’ll ever be able to repay you—“

“You’re planning to sneak into the palace to rescue Rainbow Dash?” Thunderlane repeated in hushed excitement. Fluttershy nodded, her eyes wide with trepidation. “Want me to come with you?”

“Oh, you don’t have to—“

“Nopony can do it alone,” Thunderlane insisted. “Let me come with you.” He struck a determined pose. Fluttershy bit her lip in indecision. Based on what she knew about Thunderlane, “reliable” was not a word she would have used to describe him. But she had to admit that having somepony to accompany her, even Thunderlane, made her mission seem just a little less frightening.

“Well, okay,” Fluttershy squeaked, and followed Thunderlane as he leaped into the air, taking flight. Looking back, she thanked Flitter again and then joined Thunderlane as he sped off toward Canterlot.

Chapter Five

Stepping off of the train, Spike quickly spotted Twilight Sparkle among the ponies waiting on the platform at the Canterlot train station. He worked his way through the crowd and received a big hug upon reaching Twilight.

“Spike!” Twilight exclaimed. “I’m so happy to see you!”

“It’s great to see you again too, Twilight,” Spike replied. He then hopped on Twilight’s back and the two started off toward the palace.

Upon passing a half dozen guards at the entrance to the train station, Spike remarked, “They’ve beefed up the security a bit, haven’t they?”

“Well of course,” Twilight replied. “There are all kinds of dangers trying to get into Canterlot. The unicorns need protection.”

“Oh…okay,” Spike said dubiously.

As Twilight trotted through the streets of Canterlot, Spike began to feel as if something was amiss, in addition to the unnecessary amount of security present. Watching the unicorn pedestrians pass by, he realized what was different. There were no earth ponies or pegasi in sight. Spike had expected this, of course. He could vividly remember the day the unicorns in Ponyville had been rounded up and taken away, replaced by the Canterlot earth ponies. Had he not been expecting it, he may not have noticed the difference, but once he was aware of it, it became hard to ignore.

“So, how have you been, Spike?” Twilight asked him. “I hope you haven’t been spending too much time around earth ponies. They’re rife with diseases and infection, you know.”

“Uh…” Spike said, shocked but unwilling to start an argument.

“Although you probably have nothing to worry about,” Twilight continued. “I don’t expect dragons can catch pony diseases.”

As Twilight reached the entrance to the palace, nodded to the guards stationed there, and opened the palace doors with her hoof, Spike noticed something else.

“You’re not using magic,” he realized aloud. “Nopony else is either.”

“I guess I just haven’t needed to,” Twilight responded, starting up a staircase.

“Can you?” Spike asked hesitantly.

“Don’t be silly, Spike,” Twilight scoffed. “Of course I can still use magic. Why? Do you think spending too much time doing paperwork could take away my magic abilities?”

“Um…I guess not,” Spike replied, thinking that taking the magic powers away from the most powerful unicorn in Equestria sounded exactly like something Styxon Stones might do.

***

As Fluttershy and Thunderlane drew closer to the entrance to the city of Canterlot, they could see a palace guard standing at attention on either side of the closed gate.

“How are we going to get inside?” Thunderlane asked, and then stated the obvious. “The gates are closed. And there are guards. And don’t they only let in unicorns now?”

“I’m thinking…” Fluttershy replied. She actually hadn’t been able to come up with a plan to get inside the gates of Canterlot, not to mention the palace itself. She scanned the road leading up to the gates and spotted a cart led by two earth ponies she recognized to be Caramel and Lucky Clover. “Hey, let’s—“

“Ambush them and take their places?” Thunderlane suggested, holding up a thick, club-shaped stick.

“No! Where did you even get that?” Fluttershy shook her head in exasperation. “Never mind. I was going to suggest talking to them. They might be able to help us.” Still shaking her head, she flew down to approach the earth ponies.

“Hey there,” Caramel greeted her when they noticed the arrival of the Pegasi, “aren’t you Rarity’s friend? Flutterby?”

“Fluttershy,” Fluttershy mumbled, nodding. “Hi. I was wondering if either of you could explain how you have access to Canterlot. I thought they only allowed unicorns in now.”

“Well, yes,” Caramel began, “you’re partly right about that. But since most of Canterlot’s food is imported from Ponyville, they continue to allow deliveries by earth ponies.”

“So… are you allowed into the palace?” Fluttershy asked.

“Yep,” Caramel answered, “but only as far as the palace kitchens.”

“And once we enter Canterlot, we have to wear these,” Lucky added, holding up what looked like two surgical masks.

“Why?” Fluttershy asked, dumbfounded.

“Styxon Stones has convinced many of the unicorns that earth ponies are dirty and disease-laden,” Caramel explained.

“The unicorns are afraid they might catch something from us,” Lucky added.

“That’s awful!” Fluttershy exclaimed. “Earth ponies are no dirtier than unicorns or pegasi! Everypony knows that! Surely you don’t believe Styxon?”

The two earth ponies shook their heads.

“Nope,” Caramel replied. “We’re not happy about it either.”

“But we’re grateful they’re still letting us into the city,” Lucky said.

“Speaking of which,” Caramel said, “we’d better get moving. We’re running late.”

“Um…” Fluttershy began tentatively, “could Thunderlane and I possibly hide in your cart? We really need to get into the palace.” She briefly explained how Rainbow Dash was being held prisoner, and her plans to rescue her. Caramel and Lucky looked impressed.

“Of course,” Caramel responded. “Just move aside some of those crates.”

Fluttershy and Thunderlane climbed into the cart and rearranged the crates in order to make enough room for them to lie on the floor without being seen from the sides. The cart was cramped, but Fluttershy got the feeling that Thunderlane enjoyed being curled up against her a little more than was necessary.

“All set?” Caramel called over his shoulder.

“We’re doing just peachy back here,” Thunderlane called back, and the cart began to move, bringing Fluttershy closer to Rainbow Dash and farther away from the safety she had left behind.

Fluttershy could hear the hustle and bustle of unicorns going about their daily activities as Caramel and Lucky Clover pulled the cart through the streets of Canterlot. In the patch of sky above the stacks of crates, she glimpsed the tops of buildings as they passed by overhead. She shivered with fear and looked away, locking eyes with Thunderlane.

“What are we getting ourselves into, Thunderlane?” she asked him.

Instead of answering, Thunderlane put one of his wings around Fluttershy’s shoulder and held her close.

Under normal circumstances, Fluttershy wouldn’t have let many stallions get as close to her as Thunderlane was now, but in her current panicked state of mind she was willing to accept any gestures of comfort she was offered. She shut her eyes and nuzzled up to him as the cart continued to bump along through the cobblestone streets.

Eventually, the cart came to a stop and Fluttershy opened her eyes to find that they were now in a large room with an arched stone ceiling.

“You guys can come out now,” Caramel announced, removing his mask. “We’re in the palace kitchens and there are no guards in sight.”

“Thank you both so very much,” Fluttershy said as she disembarked from the cart. “I don’t know what we would’ve done without you.” She hugged both earth ponies and looked around the kitchens, considering what to do next.

As Caramel and Lucky Clover began to unload the crates, Thunderlane hopped off of the cart and scanned the kitchens as well.

“So…now what?” he asked.

“Let me think,” Fluttershy murmured, any feelings of affection she may have felt for him moments ago having vanished. “Um… if there are any, uh…critters around, could you come here, please?”

Before long, Fluttershy heard the skittering of hundreds of tiny feet, and dozens of rats scampered into view, appearing around corners and out of cracks in the walls. Thunderlane yelped and sprang into the air, hovering in place as he held his hooves several feet off of the floor.

Fluttershy rolled her eyes and addressed what seemed to be the leader of the rats. “Um, hi there. Do you think you could show us how to get to the dungeons? You see, my friend Rainbow Dash is locked up somewhere in this palace and I’m trying to find her.”

The lead rat nodded eagerly and scampered through a doorway at the back of the room. Fluttershy began to follow, then paused when she noticed Thunderlane apparently frozen in the air, a petrified expression on his face.

“I can communicate with animals,” Fluttershy explained with a shrug, and then turned to follow the rats.

For several minutes, the rats led the two pegasi deeper and deeper into the palace. Fluttershy and Thunderlane followed the rats down narrow stone staircases and through twisting passageways before finally coming to a stop at a bend in a dim, torch-lit hallway.

The lead rat held a paw up to his mouth and indicated for the pegasi to look around the corner. Peeking around the corner, Fluttershy and Thunderlane could see an enormous Diamond Dog standing guard in front of a heavy wooden door. Fluttershy gulped.

“My stomach’s starting to feel a little funny,” Thunderlane whispered. “I might have to stay behind…”

Ignoring him, Fluttershy bent down to talk to the lead rat.

“Do you think you and your, uh, buddies could…keep him busy? I mean, if it’s not too much to ask…”

The lead rat nodded again and led the rest of the rats around the corner.

“Oh, and do try not to hurt him!” Fluttershy called softly after them.

Like a furry, brown and gray wave the rats flowed down the corridor and swarmed up and over the huge Diamond Dog, causing him to topple over, surrendering to the onslaught of tiny teeth and claws. Before long, one of the rats emerged and gave Fluttershy a ring of keys.

“Oh, thank you,” Fluttershy said and fumbled with the ring of keys, searching for the key that would open the heavy wooden door. Eventually she found it and the door swung open to reveal a dim, dank dungeon with a row of cells on either side of a narrow corridor.

“Stay here and keep watch,” she instructed Thunderlane, who was watching the rats in horror. Thunderlane nodded, seeming reluctant to open his mouth.

Afraid of what she might find, Fluttershy slowly entered the dungeon, glancing into each cell as she passed them. She began to lose hope when every cell appeared to be empty. Finally, at the very back of the dungeon, she spotted a familiar sky blue pony curled up in a corner of the last cell.

Rainbow Dash’s fur was grimy, she had bandages on her wings, and she was slightly skinnier than Fluttershy remembered, but to her endless relief, Rainbow Dash was alive. To Fluttershy’s surprise, at the sound of her hoofsteps Rainbow Dash hid her face and curled up even tighter.

“Rainbow Dash!” Fluttershy whispered. “It’s me, Fluttershy!”

Rainbow Dash raised her head and squinted at her.

“Fluttershy?” she asked in disbelief, her voice hoarse. “Really? I’m so glad to see you! You know, Spike was right; that Styxon Stones is not a good dude.”

“Did he do all this to you?” Fluttershy asked as she searched for the key that would unlock Rainbow Dash’s cell. “You’ve got bandages on your wings! What happened?”

“Oh yeah,” Rainbow Dash said, glancing over her shoulder at her bandaged wings, “Styxon Stones was trying to get me to tell him what sort of rebellion we’re planning…”

“He broke your wings?!” Fluttershy gasped as the cell door swung open.

“Yeah,” Rainbow Dash replied offhandedly, “and the worst part was when he magically healed them just so he could break them again. But I didn’t tell him anything!” She beamed proudly at Fluttershy.

Fluttershy felt her face flush with anger. “If he could heal them with magic, then why do you have bandages?” she asked as she unlocked Rainbow Dash’s shackles.

“Oh, well, after our last ‘session’ he thought letting them heal naturally would convince me to start talking when he came back,” Rainbow Dash snorted.

In her sudden fury, Fluttershy could barely think of what to say. “I’ve never been so angry!” she exclaimed. “I just want to—to—hurt—that awful—that evil—“ She glared at Rainbow Dash. “Where is he?!” she demanded.

“Whoa there, Fluttershy,” Rainbow Dash replied. “Take some deep breaths. I don’t think now’s the best time for revenge. Let’s just get out of here.”

Fluttershy breathed in and out a few times and tried to compose herself. “Okay,” she said, still furious, but calmer, “let’s go.” She led the way out of the dungeon to the corridor where Thunderlane was preening his wings. Upon seeing Fluttershy and Rainbow Dash, Thunderlane stopped preening abruptly and said, “ ‘Sup Rainbow Dash?”

Rainbow Dash gave Thunderlane a withering look and turned to Fluttershy. “You brought Thunderlane?”

Fluttershy shrugged sheepishly and addressed the rats, “Could one of you please show us how to get out of the palace?”

The lead rat disengaged from the rippling mass of rodents and led the three pegasi back through the twisting passageways and stone staircases.

“Hold on,” Rainbow Dash said to Fluttershy as they ran. “This is all wrong. I should be the one saving you.”

“Fine!” Fluttershy exploded. “Go back to the dungeon and figure out how to escape yourself! I didn’t come all this way with Thunderlane hitting on me the entire time for you to tell me that I’m not brave enough to rescue you, that you can take care of yourself!”

“Was it that obvious?” Thunderlane asked.

“Wow, okay, sorry Fluttershy,” Rainbow Dash apologized, shocked by her outburst. “I really appreciate you coming to rescue me! I’m actually totally impressed.”

Before Fluttershy could respond, the pegasi heard a booming bark echo down the hallway. Glancing behind them before they turned a corner, they caught a glimpse of the massive Diamond Dog furiously tossing off rats as he chased them.

“Guys, my stomach…” Thunderlane began.

Upon arriving at the kitchens, the pegasi were met by two palace guards. Thinking fast, Rainbow Dash grabbed a pie off of a counter and launched it into the face of one of the guards, causing him to topple over backwards. Following her lead, Fluttershy picked up a cupcake and heaved it behind her. The cupcake bounced off of the Diamond Dog, failing to decrease his speed in the slightest. Thunderlane simply lowered his head and charged in the direction of the other guard, who jumped aside in surprise. The pegasi took advantage of the empty doorway and sped through, continuing to follow the rats to the entrance of the palace.

With the two guards and the Diamond Dog hot on their heels, Fluttershy, Rainbow Dash, and Thunderlane galloped down the front steps of the palace into the late afternoon light. Glancing behind her, Fluttershy saw several more guards and Styxon Stones himself join the chase. She resolved not to look backward again after that. Unicorns jumped out of the way as the three pegasi tore through the cobblestone streets of Canterlot.

“They’re gaining on us!” Thunderlane yelled when they were about one hundred yards from the gates of Canterlot.

Rainbow Dash glanced backward and made an abrupt turn down a side street.

“What are you doing?” Fluttershy shouted. “The gates are the other way!”

“We won’t make it to the gates!” Rainbow Dash called back. “Follow me!”

She reached a small plaza overlooking the valley and without hesitating yelled, “Catch me, Thunderlane!” With that, she leaped over a stone wall into the abyss.

Without realizing where she was headed, Fluttershy leaped over the wall as well, and then froze in shock when the ground dropped out from beneath her. Thunderlane quickly swooped down and caught Rainbow Dash, but Fluttershy continued to plummet downward, petrified as she watched the rocky mountainside rush up toward her.

“Fluttershy!” Rainbow Dash screamed. “You have wings! You can FLY!”

Tearing her gaze away from the ground, Fluttershy came to her senses and began flapping her wings. Slowly she stopped her descent and rose up to join Rainbow Dash and Thunderlane. Looking backward one more time, she saw Styxon Stones and the palace guards grow smaller as the pegasi flew off into the brilliant crimson sunset.

Chapter Six

Big Macintosh was hard at work when Pinkie Pie appeared at the edge of the field. She bounced over rows of crops as she approached him, but her face didn’t reflect her usual bouncy personality. Upon reaching the red stallion she flopped down in the freshly tilled soil, rested her chin on her hooves, and looked dolefully up at Big Macintosh.

“Hi Mackie,” she greeted him, and then turned her gaze back to the ground.

“Pinkie Pie, you look sadder than a snowpony in summer,” Big Macintosh commented. “What’s gotten you so down in the dumps?”

“I miss Applejack, Mackie,” Pinkie replied. “And Rainbow Dash and Fluttershy and Twilight and Rarity and Spike…” She sighed. “You know, this might be hard to believe, but sometimes it’s not easy to laugh… I don’t think I can even sing about it.”

Oh this is serious, Big Macintosh realized. He hesitated for a moment, and then leaned down and awkwardly nuzzled the top of Pinkie’s head. Pinkie looked up again and gave a small smile.

“Would it cheer ya up to talk about this rebellion we’re planning?” Big Macintosh asked.

“Maybe…” Pinkie said doubtfully.

Big Macintosh sat down next to Pinkie Pie. “Well, what’ve we done so far?” he asked. “We’ve spread the word, haven’t we?”

Pinkie nodded. Once Caramel and Lucky Clover had brought back news about how the unicorns had come to view Earth ponies, it wasn’t difficult to turn the Ponyville Earth ponies against Styxon. It was especially easy to win over the formerly elite ponies that had been ousted from their homes in Canterlot.

“But what else can we do?” Pinkie asked glumly. “It’s not like we have any power. We’re just dirty ponies that aren’t good for anything except work.”

“Exactly!” Big Macintosh exclaimed. Pinkie looked questioningly at him. “Uh, I mean, that ain’t true. But that’s our advantage! The unicorns in Canterlot rely on us Earth ponies fer food. Deprive ‘em o’ that, and they’ll realize we’re more powerful than they give us credit fer.”

“Would that really work?” Pinkie asked.

Big Macintosh shrugged. “It would get ‘em to notice us.”

Pinkie grinned mischievously. “Then let’s do it.” She sprang to her feet and leaned in close to Big Macintosh like she was about to tell him a secret. “By the way, Fluttershy really likes you,” she whispered. “She’s just too shy to say so.” Returning to her normal voice she said, “See ya, Mackie!” and bounded away, leaving Big Macintosh alone in the field, a smile forming on his face.

***

After escaping from Canterlot, Fluttershy, Rainbow Dash, and Thunderlane had decided to head in the direction of Appleloosa, thinking that would be the first place Applejack would go after leaving Ponyville.

“Oh no,” Fluttershy realized aloud, “I forgot to thank the rats for helping us escape.” The three Pegasi were huddled around a campfire they had started in a small, rocky hollow in the desert, where they had decided to spend the night.

Rainbow Dash rolled her eyes. “I think we all had other things on our minds,” she scoffed.

“I never want to see another rat again,” Thunderlane said with a shudder.

Fluttershy stared into the flames for a moment. “We were really lucky to escape though,” she continued. “I didn’t think we were going to make it.”

“You know, I think we only managed to escape because Styxon Stones let us,” Rainbow Dash said, her expression grim. “If he really wanted to catch us, he would have. But he didn’t want the unicorns in Canterlot to see how vicious he really is.”

Fluttershy looked at Rainbow Dash, surprised and disconcerted by this insight. “So you’re saying he’d rather have the public trust him than fear him.”

Rainbow Dash nodded. “For now.”

A few minutes later, the three Pegasi began to get ready to go to sleep. Thunderlane curled up next to Fluttershy, who pulled away from him.

“Uh, Thunderlane,” Fluttershy began tentatively, “I really am sorry if anything I did gave the impression that I’m interested in you, but…there’s already a stallion in my life…and I don’t want you to get the wrong idea… Sorry.”

“There’s already a stallion in your life?” Rainbow Dash repeated, struggling but failing to hold back a grin.

Fluttershy nodded, putting on as stoic an expression as she could manage.

“Oh,” Thunderlane replied. His face fell and he moved over to the opposite side of the fire, turning away from the other two Pegasi as he curled up to go to sleep.

“Ohh, was I too harsh with him?” Fluttershy asked Rainbow Dash, concerned.

“Thunderlane?” Rainbow Dash snorted. “He’ll be fine. And wow, Fluttershy, first you break into the royal palace in broad daylight and then you turn down Thunderlane?" She looked at Fluttershy for a moment with an expression of newfound respect.

Then Rainbow Dash rolled over and within a minute began to snore.

***

“Spike, would you mind going down to the storeroom to get more parchment for me?” Twilight asked. She and Spike were spending an afternoon together in her quarters, Twilight addressing letters and doing other such tasks for Styxon Stones, Spike trying to occupy himself by reading a book, each day just like the previous one since Spike had arrived in Canterlot. Spike had hoped to spend some time with Rarity now that they were both in Canterlot, but the beautiful white unicorn rarely found time to interact with Twilight, let alone Spike. If she could be seen outside her quarters, it was almost exclusively in the company of Styxon Stones. So with the unavailability of Rarity and the absence of Applejack, Fluttershy, Rainbow Dash, and Pinkie Pie, Spike had little left to do besides hanging out with Twilight, waiting for her to ask some favor of him.

So far he had been unable to discover information on any evil plans of Styxon Stones. Evidence abounded that showed how Earth ponies and Pegasi were being unfairly treated compared to unicorns, but nothing seemed to be enough to convince Twilight or Rarity that Styxon Stones was a tyrant. He’s brainwashed them, Spike kept telling himself as an excuse for their bigoted behavior. He could think of no other plausible explanation.

“Sure, I’d be happy to get that for you,” Spike answered, “but just out of curiosity, couldn’t you teleport and get it yourself?”

“Of course not,” Twilight replied. “You can’t teleport inside the walls of the palace. Styxon has placed an enchantment on the palace to protect the unicorns inside from any magical beast that may try to appear here.”

“Oh,” Spike said. “Have you tried using magic since I got here?”

“I haven’t needed to; there are always ponies to wait on me here."

“Could you try?” Spike asked. “Please?”

Twilight rolled her eyes in exasperation.

“Come on, Twilight,” Spike insisted. “Just do something easy. Try giving me a mustache. Please?”

“Okay, Spike,” Twilight gave in, “but nopony’s going around taking away the unicorns’ magic powers.”

She pointed her horn at Spike, screwed up her face in concentration, and struggled for a few moments to no avail.
Spike had never felt less happy to be right. Twilight looked mildly irritated.

“Twilight…” Spike began.

“I’m just out of practice, that’s all,” Twilight said dismissively, still looking slightly annoyed with herself. “And it’s possible I’m coming down with a cold.”

“What does it take to convince you that Styxon Stones is—“ Spike burst out, finally fed up with Twilight’s blind faith in the stallion.

“Spike, I don’t want to argue with you,” Twilight interrupted. “I’m Styxon’s number one assistant. Why would he want me to be less effective?”

“Because he—“

“Spike, just get me the parchment, please.”

Grumbling to himself, Spike descended the staircase that led down to the storeroom. Not only was he annoyed by Twilight’s refusal to consider facts, but he was also starting to lose any hope that he would ever make her see sense.

Spike arrived at the dim room that housed the spare office supplies and scanned the dusty shelves and closets for parchment. He was just beginning to consider what sorts of drastic actions he might have to take to expose Styxon’s true nature when he heard the sound of hoofsteps approaching from the end of the hallway outside the storeroom. Soon after that, he began to make out the softer sound of padded paws coming from the same direction.

The hoofsteps sped up to a trot.

Spike heard a second set of paws approach from the other end of the hall, and the hoofsteps slowed to a halt.

“Get in,” a voice growled. The door to the storeroom opened and Styxon Stones entered reluctantly, followed by two hulking Diamond Dogs. Thinking quickly, Spike hid behind a shelf before Styxon or either of the Dogs noticed him.

“We want to know,” the smaller of the two Dogs began, “when you plan on upholding your end of the bargain.”

“I’ve been giving you gems, Rover,” Styxon replied. “As many as you wanted.”

“We don’t need any more gems!” Rover barked impatiently. “When are you going to give us Ponyville?”

Spike got a sudden idea and hurriedly searched the shelves nearby until he found a tape recorder and a stack of cassette tapes. This is too perfect, he thought. He managed to load a tape and hit “record” in time to catch the end of Styxon’s answer.

“Soon, soon,” Styxon replied evasively. “Now is not the time for the coup. The Earth ponies are too strong. They might fight back. Just give me a little more time to get things ready. When the opportune moment arrives, I will let you know.”

The larger Diamond Dog turned to Rover and said, “I told you! He doesn’t want to give up the village!” He loomed over the unicorn and growled, “Power gone to your head, pony?”

“Fido, relax,” Rover admonished the other Diamond Dog. Turning to Styxon, he said, “See that you do spend your time ‘getting things ready.’ I don’t want to find out you’re wasting time chasing after more runaway Pegasi.”

“Never question how I run my kingdom!” Styxon hissed. “I am stronger than you Diamond Dogs could ever imagine! The entire weak-minded city of Canterlot has fallen under my spell! As long as the ponies trust me, I have the combined power of hundreds if not thousands of unicorns!”

“And what of the white pony?” Rover asked, ignoring Styxon’s outburst. “Miss…Oddity?”

Rarity! Spike thought.

“The white pony means nothing to me,” Styxon asserted. “I simply used a relationship with a common unicorn to win the trust of the other unicorns of Ponyville.”

Spike curled his claws into fists. He longed to jump out from behind the shelf and teach Styxon a lesson, but stayed put.

“If the white pony turns out to be a distraction from what we’ve discussed, then we’ll be back,” Rover snarled. “You have three days to give us Ponyville, or else all deals are off.” With that, the two Diamond Dogs slunk out of the room, not breaking eye contact with Styxon until they were out the door. Styxon remained in the storeroom, muttering to himself for several moments after that, and then he left as well.

Spike pressed the “stop” button.

“Did you get the parchment?” Twilight asked as Spike rushed into her quarters.

“Oops. No, I forgot the parchment,” Spike answered.

“Well, what were you doing down there for the past—“

“Forget the parchment, Twilight,” Spike interrupted. “Listen to this!” He set the tape recorder on the table and pressed “play.”

“Now is not the time for the coup,” Styxon’s voice came from the machine.

“Spike, what is this?” Twilight asked.

“I overheard Styxon talking to a couple Diamond Dogs,” Spike answered. “Shh, listen!”

“I told you! He doesn’t want to give up the village!” said Fido.

“Wait, Spike,” Twilight broke in again, “Styxon promised to give Ponyville to the Diamond Dogs?”

Spike nodded.

When Styxon finished his rant, Twilight pressed “pause,” squeezed her eyes shut, and held her front hooves up to her head, as if there was an internal battle raging in her mind. Spike waited patiently while Twilight vigorously shook her head. Finally looking up weakly at Spike, she asked, “I was under Styxon’s spell?”

Spike nodded.

Twilight’s eyes widened. “Did I really say those things about Earth ponies?” She threw her front legs around Spike and cried into his shoulder. “Oh Spike! I’m sorry I never listened to you!”

“Well, you were under a spell…” Spike said, resisting the temptation to say, “I told you so!” and patting what he could reach of Twilight’s mane. “Hold on… You’re not under the spell anymore! Maybe that means you can do magic now!”

Twilight drew back from Spike, her hooves still on his shoulders. She concentrated for a moment and a mustache appeared on Spike’s face with a pop. “You’re right, Spike!” she exclaimed. Spike began to stroke his mustache in admiration, but all too soon Twilight caused it to disappear once more.

“Spike, we’ve got to tell Rarity!” she said urgently, and she and Spike went to go find Rarity, Spike thinking for the first time that maybe they had a chance of overthrowing Styxon after all.

Chapter Seven

The sun was high in the sky by the time Fluttershy, Rainbow Dash, and Thunderlane arrived at Appleloosa. They had spent most of the morning walking across the desert, since Rainbow Dash’s injuries kept her from flying. Due to her pride she refused to let Thunderlane carry her.

Thanks to the small size of Appleloosa, it didn’t take long for the three pegasi to spot Applejack crossing a dusty street.

“Applejack!” Fluttershy exclaimed happily and rushed over to hug the orange pony. “You’re okay!”

Applejack seemed surprised but delighted to see the three pegasi. “Fluttershy?” she asked. “And Rainbow Dash! And…Thunderlane?”

“How’re you doing, good-looking?” Thunderlane greeted her in what he clearly thought was a suave voice.

“Better now that yer here,” Applejack replied without missing a beat. Rainbow Dash’s jaw dropped. Even Thunderlane seemed surprised. “Jus’ havin’ a li’l fun,” Applejack grinned. “What’re y’all doin’ here? What’s goin’ on in Ponyville?”

“Uh, we might need to sit down to talk about this,” Fluttershy said. “And could we find a doctor for Rainbow Dash? Her wings are broken.”

“I don’t need a doctor—“

“Rainbow, yer wings are broken,” Applejack insisted, stern but concerned. “I’m takin’ ya t’ see a doctor.”

Half an hour later, Applejack, Fluttershy, and Thunderlane had gathered at the Salt Block while Rainbow Dash visited a doctor.

“So how’s Ponyville?” Applejack asked. “Is that jerk of a unicorn still runnin’ the place?”

Fluttershy nodded and related the events of the past few weeks.

“So it’s worse than I thought,” Applejack murmured. “What were y’all plannin’ on doin’ next?”

“I don’t know,” Fluttershy answered helplessly. “Go back to Ponyville? We could hide out in Sweet Apple Acres, maybe. It’s not like we can go to Cloudsdale or Canterlot. We’re all wanted ponies now.”

“Yep, it prob’ly ain’t wise t’ try goin’ to Canterlot anyway,” Applejack said. “By now it’ll be more guarded than Big Mac’s love life.” Fluttershy blushed. “Hold up,” Applejack continued, “you said Pinkie an’ Big Mac are plannin’ a rebellion? Maybe we should help ‘em out. Spike can take care o’ Twiligh’ and Rarity.”

At that moment, a yellow stallion trotted into the saloon and greeted Applejack.

“Hey there, cuz! You didn’t tell me yer friends were comin’ t’ visit!”

“Howdy, Braeburn,” Applejack replied. “An’ I didn’ know! I’m on the run, remember? They jus’ showed up.”

“Well, I hope y’all are comin’ to the wild west dance tonigh’ at the All Right Corral! It’ll be more fun than a barrel o’ monkeys!” With that, Braeburn headed up to the bar.

“A wild west dance?” Thunderlane repeated. He turned to Applejack. “Hey, Applejack, you want to go to the dance tonight?”

“Only if’n I git t’ go with you,” Applejack answered slyly.

“Do we have time to go to the dance?” Fluttershy asked tentatively. “I mean, we should get back to Ponyville as soon as we can…”

“Well, we can’t leave until tomorrow anyway,” Applejack reasoned. “Rainbow Dash needs time t’ heal, an’ if we leave now, we’d have t’ spend the night in the Everfree forest. We might as well have some fun tonigh’ before we have t’ go an’ save Equestria.”

***

“Are you sure we should play this for Rarity?” Spike asked Twilight as they walked through the fancy palace hallways to Rarity’s quarters.

“Of course, Spike,” Twilight answered. “Why wait?”

“Well…you didn’t hear the whole thing…”

Twilight stopped in her tracks. “What else did he say?” she asked.

“Well, he pretty much said he doesn’t care about her at all,” Spike exclaimed. “She’ll be devastated.”

Twilight bit her lip in concern. “Better devastated than under an evil unicorn’s spell,” she concluded. “Come on, let’s go…”

They arrived at Rarity’s quarters and Twilight knocked on the door.

“Who is it?” Rarity’s voice floated out of the room.

“It’s me, Rarity,” Twilight answered, “and Spike.”

“Go away!” Rarity’s voice became instantly icy.

Twilight sighed. “Rarity, we just want to talk to you. I am not interested in Styxon. Please, just give us a chance. Spike hasn’t seen you in weeks.”

After several long minutes, the door opened about six inches to reveal Rarity wearing a silk, monogrammed bathrobe and staring daggers at Twilight.

“What do you want?” Rarity asked impatiently.

“May we come in?” Twilight asked.

Sighing extravagantly as if Twilight had stained a white tablecloth or committed some similarly grave sin, Rarity reluctantly swung open the door. Spike’s eyes widened at the sight of the room within.

Dozens of candles stood in clusters among rose petals that lay scattered across the floor. A large four-poster bed stood at one end of the room, and on the opposite wall a larger-than-life-size painting of Styxon Stones hung in an ornate gold frame.

“Well,” Twilight began, “this is…”

“…disturbing,” Spike finished.

“Why are you here, Twilight?” Rarity asked, still glaring at the purple unicorn.

“You’d better show her, Spike,” Twilight said, and made her way over to the windows. She drew aside the curtains and sunlight streamed into the room. “There, isn’t that better?”

Spike pulled out the tape recorder and looked at Rarity. “Uh, you might want to sit down,” he said. Rarity daintily curled up on her bed. Spike climbed up to sit on the edge of the bed beside her and pressed “play.”

For the first few minutes of Styxon’s conversation with the Diamond Dogs, Rarity looked doubtful.

“This is some kind of magical trickery, isn’t it?” she asked, eyes narrowing. “Twilight just doesn’t want me to trust Styxon! She wants him all for herself!”

“Rarity, just listen,” Spike requested gently.

After Styxon’s revealing outburst, Rarity shook her head and said, “Styxon wouldn’t do a thing like that! There must’ve been some mistake!” But as the recording continued, she began to look less sure and more distressed.

“And what of the white pony?” Rover’s voice asked.

“You just wait!” Rarity said desperately. “He’ll tell them how much he loves me!”

Spike could hardly bear to listen to what he knew would come next.

“The white pony means nothing to me,” Styxon’s voice said, as cold as ice.

Twilight gasped. Rarity let out a long, loud sob.

“But he—he wouldn’t—he couldn’t have—how could he—that filthy mule!” Rarity seemed to progress from denial to grief to anger to grief again, all in under ten seconds. Finally she squeaked, “Spike! Hold me!” and toppled over into Spike’s arms, weeping. Spike tentatively stroked Rarity’s soft white fur while she shook with sobs. He tried not to enjoy it too much.

***

The pink and orange had begun to fade from the sky when Rainbow Dash, Fluttershy, and Braeburn arrived at the All Right Corral for the evening’s wild west dance. Strings of lights hung on the fence surrounding the corral, creating an oasis of light and cheer in the darkening desert. In the center of the corral, ponies danced to the music of a small but enthusiastic bluegrass band, while other ponies ate and mingled at the tables that lined the edges of the corral. Rainbow Dash, Fluttershy, and Braeburn entered through a trellis strung with lights, passed the stands of caramel apples and apple cider, and found seats at one of the tables at the edge of the corral.

“So where are Applejack and Thunderlane?” Rainbow Dash asked.

“Oh, didn’t you hear?” Fluttershy replied. “Thunderlane asked Applejack to the dance. She’s probably fixing herself up.”

“What?” Rainbow Dash yelped. “Thunderlane asked out Applejack? When did this happen?”

Instead of answering, Fluttershy stretched her neck up to peer over the crowd, and exclaimed, “There they are! Oh—wow…” She trailed off upon noticing Applejack and Thunderlane.

Thunderlane sported a checkered shirt and a fedora and beamed as he entered the corral with Applejack right beside him. Applejack wore a spring-green sundress that perfectly matched her eyes while a cactus blossom adorned her mane just above her ear. Instead of keeping her mane in her usual ponytail, she had let her wavy straw-colored tresses fall loose around her shoulders. As Applejack turned to whisper something into Thunderlane’s ear, Rainbow Dash noticed a thin braid at the back of Applejack’s head. The orange pony’s bright green eyes sparkled as she eagerly took in the sights of the dance. She hadn’t looked this excited since the Grand Galloping Gala. So why did Rainbow Dash suddenly feel like she’d rather be anywhere else but the dance?

“Is that really mah cousin Applejack?” Braeburn asked in wonder.

Applejack and Thunderlane joined Rainbow Dash, Fluttershy, and Braeburn.

“This is so excitin’!” Applejack said breathlessly. “Y’all havin’ fun yet?”

“I’m going to go get Applejack some cider,” Thunderlane said. “Do any of you want anything?”

“I’d like some too, please,” Fluttershy answered.

“Me as well, thanks,” Braeburn said.

Rainbow Dash shook her head.

Thunderlane headed over to the cider stand.

“Applejack, can I talk to you?” Rainbow Dash asked.

“Sure thang, Rainbow!” Applejack answered. Rainbow Dash took her aside, leaving Braeburn and Fluttershy at the table.

“What are you doing?” Rainbow Dash demanded once they were out of earshot.

Applejack grinned. “What d’ ya mean? It’s a dance. I expect I’ll do some dancin’, prob’ly have a caramel apple ‘r two…”

“But…Thunderlane?” Rainbow Dash asked. “You said you’d go to the dance with Thunderlane?”

Applejack’s grin faded. “Well, what’s wrong with that?”

“This is Thunderlane we’re talking about!” Rainbow said in exasperation, as if that was the obvious answer to Applejack’s question. “He’s stuck-up and lazy and he’ll ask out anything that moves—“

“Sounds like some other pony I know,” Applejack said coldly. “I mean, except fer that last part maybe… Listen, I know he may be a tad full of ‘imself and maybe he ain’t worked a day in ‘is life and maybe I’ve only had eight or nine hours to git t’ know ‘im, but Thunderlane’s a real sweet pony. He only wants what’s best fer me.”

“There’s only one thing Thunderlane wants,” Rainbow Dash replied, “and that’s not it.”

“Oh come on, Rainbow Dash,” Applejack snapped, her freckled cheeks beginning to flush with anger. “Can’t ya see how much this means t’ me? Believe it or not, I don’t git a lot o’ suitors back at Sweet Apple Acres. Stallions don’t tend t’ see hardworkin’ farmponies like me as courtin’ material. Can’t ya let me enjoy this one time a stallion’s willin’ to treat me like a lady?” At the word “lady,” Applejack turned up her nose and tossed her mane, a gesture so reminiscent of Rarity that Rainbow Dash was caught off guard for a moment.

“Treat you like a—“ Rainbow Dash sputtered. “If you wanted—should’ve asked—I could’ve treated you like a lady!”

Applejack raised her eyebrows.

Rainbow Dash blushed. “I mean…”

“Okay, Rainbow Dash,” Applejack said. “I’m gonna go dance. You enjoy yer evenin’.” She turned to Thunderlane as he returned with the apple cider. “Come on, Thunderlane! Let’s cut a rug!” They proceeded onto the dance floor.

Rainbow Dash plunked herself down next to Fluttershy. The two pegasi and Braeburn were silent for a few minutes. Then Braeburn began, “Either o’ you mind if I…?” and gestured toward the dance floor.

“Not at all,” Fluttershy replied. Rainbow Dash shrugged.

Braeburn joined Applejack, Thunderlane, and the dozens of other ponies frolicking on the dance floor.

Rainbow Dash and Fluttershy were silent for several more minutes. Then Fluttershy broke the silence.

“Applejack’s pretty, isn’t she?” she asked.

Rainbow Dash, whose eyes hadn’t left the orange pony since she had arrived at the corral, merely grunted.

The two pegasi fell silent again.

Rainbow Dash watched as Thunderlane tripped and stumbled into Applejack. Applejack fell backwards and the two ponies landed in a heap, narrowly missing the ponies directly behind them. Applejack giggled, and then grabbed Thunderlane’s hat and tousled his mane.

Rainbow Dash stood up abruptly. “I need some cider,” she announced.

Later that evening, when many of the ponies had decided to take a break from dancing, Applejack and Thunderlane still remained on the dance floor. The bluegrass band finished a lively piece and began to play a slow waltz. Rainbow Dash saw Applejack lean her head on Thunderlane’s shoulder and close her eyes as the two ponies swayed back and forth.

Rainbow Dash felt a lump rise in her throat. This was one way to break a pony that Styxon Stones hadn’t thought of.

“Rainbow Dash?” Fluttershy began tentatively. “Would you…like to dance? I mean, neither of us have dates tonight, and it seems like you’d rather be out there on the dance floor…”

Rainbow Dash emptied and crushed her fifth cup of cider.

“I’m going to bed,” she grumbled, and walked away from the bright lights of the corral without looking back.

Applejack and Thunderlane left the dance long after Fluttershy threw away Rainbow Dash’s trash and went to bed. Applejack was still flushed with excitement even after leaving the corral behind. When they had drawn away from the festive lights, Applejack looked upward and noticed the multitude of stars dotting the midnight sky, more than she had ever seen back in Ponyville.

“So, I heard you rescued Rainbow Dash from the palace dungeons,” Applejack began. “That’s no small feat.”

“Well, Fluttershy helped,” Thunderlane replied, in an unconvincing attempt at modesty. “Hey, sorry I kept stepping on your tail…I must have four left hooves. How many times did I—“

“Fourteen. But don’t you worry ‘bout a thang. I had a great time.”

They slowly proceeded down the starlit street, flanks brushing each other occasionally as they walked. It was silent, but not uncomfortably so. Applejack glanced at Thunderlane. As she watched his eyes roam among the stars she could see no sign of the self-assured, cocky façade the stallion normally wore. Instead, she wondered if Thunderlane’s mind was racing too, if his heart was beating as fast as hers was.

Too soon, they arrived at Braeburn’s house, where Applejack was staying. The two ponies ascended the steps to the porch. When they reached the front door, Applejack stopped and turned to face Thunderlane. Their eyes met for a moment, and then they both started talking at once.

“Well, thanks fer—“

“It was great to—“

They both paused and giggled.

“Thank you fer askin’ me to the dance,” Applejack said finally. “This was the best night I’ve had in a while.”

“It was my pleasure,” Thunderlane replied.

They fell silent again. Their faces were now so close that Applejack could see her reflection in his bronze-colored eyes. Then the twin Applejacks disappeared as Thunderlane closed his eyes and began to lean toward her. She wished her heart wouldn’t beat so loudly. Surely Thunderlane could hear it too. She did her best to swallow her nerves and leaned forward as well.

All of a sudden, Applejack heard Rainbow Dash’s voice in her head.

There’s only one thing Thunderlane wants…

In a moment that felt like an hour as time seemed to slow, Applejack raged an internal battle in her mind. The situation was exactly how she imagined it would be as a filly. Thousands of stars shone down from overhead as she returned from a perfect date with a handsome stallion. But could there be truth in Rainbow’s words?

Applejack turned demurely to the side and Thunderlane’s lips gently landed on her freckled cheek. She looked slyly up at the stallion and said, “Hanky-panky on th’ first date? That ain’t how courtin’s s’posed t’ work.” She grinned. “Next time, I expect ya t’ take me out t’ dinner first. G’night, Thunderlane.”

Thunderlane grinned, trying to hide a blush. “Goodnight, Applejack.”

Applejack looked fondly at the stallion one more time, and then went inside to bed.

Chapter Eight

The morning after Twilight and Spike had revealed Styxon’s true character to Rarity, Twilight summoned Rarity and Spike to her quarters to share an important discovery.

“Thank you both for showing up,” Twilight began, pacing the room like a teacher in front of a blackboard. “I’ve come to a realization that may be our best hope in overthrowing Styxon.” She paused, relishing the suspense while Rarity and Spike waited impatiently.

“Well?” Rarity finally asked.

“Styxon Stones is more powerful than any unicorn you’ve ever met, correct?” Twilight said. “He was able to instantly win the trust of all the unicorns in Ponyville and Canterlot, and to a lesser extent some of the earth ponies and pegasi. This was partly due to his charm, but I suspect some magical form of persuasion was involved. This would explain why he has the most power over unicorns, his own kind, and why Spike was unaffected.”

“Not because I’m just more sensible than the rest of you?” Spike broke in, looking slightly disappointed.

“Don’t interrupt, Spike,” Twilight continued, shooting him a stern look. “Subsequently, Styxon was powerful enough to cast a spell over all of the unicorns who trusted him, taking away their magical powers.”

“That’s not all he can do,” Rarity muttered, recalling a few of Styxon’s tactics of “persuasion.”

“What?” Twilight asked.

Rarity blushed. “Oh—uh—it’s not important.”

Twilight raised her eyebrows.

“But we already know all this,” Spike said, breaking the silence. “What does this have to do with your ‘big discovery’?”

“I think the princesses may still be alive!” Twilight said finally. “This is just a hypothesis, mind you, but I don’t see how else Styxon could be so powerful. I suspect he somehow captured the princesses and is keeping them imprisoned so he can leech their magical powers by force in order to cast the spell over the unicorns.”

Both Rarity and Spike looked immediately happy at this news, and then quickly became annoyed.

“You couldn’t have just told us that to begin with?” Spike asked, rolling his eyes.

Twilight continued as if she hadn’t heard him. “If I am correct, then our next task is to find the princesses. I have one idea in mind for procuring this information, but Rarity must agree to it.”

“I’m listening,” Rarity said.

“Rarity, I thought maybe you could use your…charm…to convince Styxon to reveal the princesses’ location.”

Rarity and Spike were both silent, taking in Twilight’s plan.

“I know it’s a lot to ask,” Twilight continued hastily, “and I expect it’s the last thing you want to do right now. I’ll completely understand if you’d rather I come up with a different idea…”

“I’ll do it,” Rarity replied, with an expression of determination on her face.

“Are you sure?” Spike asked, taking one of Rarity’s hooves in his hands. “You know how dangerous he can be…”

“After the way I treated you?” Rarity responded. “And Twilight, and Fluttershy, and pretty much all of our friends? I’ve been terribly selfish the past few weeks! It’s the least I can do to make up for it.”

***

The 9:00 train to Ponyville sped through the desert like a straight black snake. Inside the dining car, Applejack, Fluttershy, Rainbow Dash, and Thunderlane discussed what they would do once they arrived in Ponyville.

“Let’s try an' find Pinkie and Big Mac,” Applejack suggested. “See how their rebellion’s goin’.”

“Good idea,” Thunderlane said immediately. “Let’s do that.”

“Oh shut up, Thunderlane,” Rainbow Dash grumbled from across the table. “Nopony likes a suck-up.”

Thunderlane opened his mouth to reply, but was interrupted by a distant ghostly screech of a whinny. He jumped and clung to Applejack.

“What was that?!” he whispered.

“It almost sounded like a Windigo,” Fluttershy said, “but we’re really far from their home territory. I don’t know why there would be one way out here in the desert.”

“Couldn’t have been a Windigo, then,” Rainbow Dash concluded. “So stop worrying, Thunderlane. You look pathetic.”

They heard the eerie whinny again, louder this time. Thuderlane jumped again. Applejack put her front legs around him and stroked his mane.

“Yeah, that’s definitely a Windigo,” Fluttershy said.

“But what’s a Windigo doin’ in the desert?” Applejack asked.

“Maybe…” Fluttershy began, “maybe Styxon Stones sent it here. Maybe it’s looking for us.”

“Uh oh,” Applejack said.

Rainbow Dash stuck her head out the window and looked up.

“I don’t see anything,” she reported.

“Maybe, just to be safe, you should close the window…” Fluttershy suggested, seconds before a window on the opposite side of the dining car shattered into an explosion of glittering shards. Thunderlane screamed.

A ghostly blue-white horse several times the size of a pony stood among broken glass and scattered cutlery. Flurries of snow swirled around the Windigo, whose flowing transparent mane seemed to be its own source of wind. The Windigo slowly raised its bony head and scanned the dining car with glowing white eyes.

“Definitely a Windigo,” Fluttershy squeaked.

“Open the window! Open the window!” Thunderlane yelped.

“Let’s split up,” Applejack suggested. “I’ll draw it off.”

“I’ll come with you,” Thunderlane offered.

“Rainbow Dash,” Applejack instructed, “you an' Fluttershy head toward the front o’ the train. Thunderlane an’ I’ll lead it t’ the back.”

“Are you sure?” Fluttershy asked. “How are you going to get rid of it?”

“No time fer questions!” Applejack replied. “Jus’ do as I say! I’ll think o’ somethin’!” She stood up and waved her front hooves in the air. “Hey Icy Eyes! Over here! I’m the one ya want!” The Windigo turned its blank gaze to Applejack, who grabbed a wide-eyed Thunderlane and galloped toward the back of the dining car. Following Applejack’s directions, Fluttershy and Rainbow Dash crawled the opposite direction.

“Ooh, I hope they’re all right,” Fluttershy worried aloud.

“I hate running away while ponies are in danger!” Rainbow Dash complained. “I’m going to go back and help!”

“No!” Fluttershy said. “How can you possibly fight a Windigo?” A moment later her eyes widened as she came up with the answer to her own question. “Rainbow Dash! Windigos feed off of hatred! And, well, I can tell you and Thunderlane don’t quite get along…”

“Hold on,” Rainbow Dash said, “are you saying it’s here because of me?”

“No, not at all,” Fluttershy said. “Well…maybe. But either way, your animosity will only make it stronger. If you want to help Applejack, you’ve got to go back and make peace with Thunderlane.”

Rainbow Dash groaned. That was the last thing she wanted to do right now. “Is that my only option?”

Fluttershy nodded.

Reconciling herself to her new task, Rainbow Dash said, “Okay. But how will I get back there in time? They must be in the caboose by now.” She glanced up at an open window and an idea came to her. Without stopping to think about it, she climbed up and poked her head outside. Over the rushing of the wind, she could just make out Fluttershy’s voice protesting, "Rainbow Dash! Your wings!” But she had already pulled herself through the window. She clung to the outside of the train for a moment as the desert rushed past beneath her, then let go.

Rainbow Dash fell briefly and then grimaced as she began to flap her still-healing wings. The wind speeding by caught her wings and she zoomed toward the back of the train. After several seconds, she braced herself and then stuck out a hoof to grab onto an open window. Her body instantly swung back and slammed into the side of the caboose. Ignoring the pain and mustering all of her strength, she dragged herself up through the window and fell to the floor.

The caboose was freezing cold. Ice crept up the walls and swept across the floor from where the Windigo stood. Rainbow Dash squinted against the biting wind and gasped as she watched the Windigo bear down on Applejack. As it exhaled, ice climbed up Applejack’s body and imprisoned her mid-scream.

“Hey, you leave her alone!” Thunderlane yelled before Rainbow Dash got a chance to do the same. The Windigo slowly turned its head and fixed its blinding gaze on the gray pegasus.

“Thunderlane!” Rainbow Dash shouted.

Thunderlane spun around. “Rainbow Dash!”

“Listen, Thunderlane,” Rainbow Dash said quickly, “we don’t have much time. So here goes.” She took a deep breath. “I don’t like you.”

“You don’t?”

“Not one bit. But we both care about Applejack, and if we want to save her we’ve got to get along.”

“Okay,” Thunderlane said, “what do we do?”

Rainbow Dash’s heart began to beat faster as the Windigo slowly approached them. “I don’t know!” she said desperately. “I thought that would do it!”

“Maybe we need to show that we can get along,” Thunderlane suggested.

“Um…okay,” Rainbow Dash struggled to think of nice things to say about Thunderlane, “I guess you have some good qualities. Uh…you’re a pretty good flier. And I suppose Applejack could’ve chosen somepony a lot worse than you.”

The Windigo faltered, but continued to draw closer. Rainbow Dash felt ice begin to climb up her hooves, fixing her to the floor, and lost all sense of reason.

“Oh, please don’t make me do this,” she groaned, and then leaned forward, squeezed her eyes shut, and pressed her lips against Thunderlane’s. Thunderlane’s eyes widened in shock. After a couple seconds, without breaking away from Thunderlane, Rainbow Dash cracked an eye open and peeked over his shoulder to see the Windigo dissolve into a flurry of snow and rush out the window. The icy wind dissipated and the ice began to melt from the walls and floor.

Rainbow Dash finally drew back and shoved Thunderlane away from her.

“Get off of me!” she said irritably. “Never speak of this again.”

Applejack shook water out of her mane and stepped out of the puddle of water she was standing in.

“What happened?” she asked. “How’d y’all git rid o’ the Windigo?”

Rainbow Dash and Thunderlane glanced at each other. “Uh…Thunderlane and I…um…settled our differences,” Rainbow Dash told Applejack. “Once the Windigo saw us getting along, it just blew away.”

Thunderlane nodded, still trying to get over the shock. In a slightly higher voice than normal he agreed, “That’s what happened!”

“Well, all righty then,” Applejack said. “Let’s go find Fluttershy.”

***

That evening, Rarity spent half an hour lighting the dozens of candles spread around her quarters and another half hour combing her mane, staring into a mirror, and trying to work up the courage to follow through with her mission. When she had convinced herself that she could do nothing else to prepare herself for the ordeal ahead, she made her way to find Styxon Stones and invite him to her quarters for the evening.

An hour later, Rarity and Styxon sat across a table set for two. Styxon took a sip from his glass of wine and regarded Rarity with the look of a pony about to enjoy a fine dessert. Rarity brought her glass up to her lips but did not drink. She would have loved to lose herself to the wine but knew she would need to maintain her faculties for the task ahead. As subtly as she could, she magically eliminated the remaining wine in her glass.

“So, Styxon,” she began after setting her empty glass down on the snow-white tablecloth, “you never told me what your special talent is.”

Styxon stood up and made his way around the table. He caressed Rarity’s head in his front hooves and then leaned forward to meet her lips with a kiss. Rarity struggled not to gag as his scent overwhelmed her.

After several interminable seconds, Styxon drew back and gazed hungrily at Rarity.

“You’d like to know my special talent?” he asked, his voice silky smooth.

“Do tell,” Rarity replied in as sultry a voice as she could manage.

Styxon once again enveloped Rarity in a tight embrace, pressing his body close to hers, his lips peppering her face. Rarity’s first instinct was to recoil, but keeping her task in mind, she slowly backed up until her hind legs hit the foot of her bed. She fell backwards onto the soft covers, her mane splayed out underneath her. Slowly Styxon climbed up onto the bed and straddled Rarity’s torso. He gazed into her eyes for a moment and then leaned down, his glowing horn approaching Rarity’s. Suppressing her desire to shrink back from the stallion, Rarity allowed the horns to make contact.

From the tip of her horn to the end of her tail, her body was filled with a sensation that two days ago would have been pleasure. For an endless, unbearable moment, all Rarity could do was wish for the feeling to end. Finally the sensation faded and her consciousness returned. Rarity struggled to simultaneously choke down bile and appear as if she enjoyed the experience.

“Oh Styxon,” she purred, gazing up through her eyelashes at the stallion, “you’re so powerful…”

Instead of answering, Styxon began to dot her neck with kisses.

“Wouldn’t it be ridiculous if the princesses are actually still alive, and you’re just getting all of your power from them?”

Styxon drew back and narrowed his eyes. “That would be ridiculous,” he replied slowly.

“I mean, where would you even keep them prisoner?” Rarity continued lightly. “You couldn’t imprison them in the moon; we all know how that worked out last time.”

“Earth is the only reliable prison,” Styxon said softly, looking at Rarity with suspicion. “Hide a pony deep enough in the earth and they’ll never come out.”

Too late, Rarity realized that she hadn’t been subtle enough. Hoping against hope that she hadn’t lost her chance, she giggled and forced herself to kiss Styxon on the nose. “Prove to me you’re really as powerful as I think you are,” she said slyly, and spread her front legs wide as if hoping for another embrace.

Instead, Styxon’s face hardened. He placed a hoof on each of Rarity’s legs, pinning her to the bed, and glared at her with an angry, almost wounded expression. Rarity’s eyes widened and she allowed herself to shrink back as Styxon’s face drew within an inch of her nose.

“My special talent,” he said in a deadly whisper, “is fire.”

Rarity gasped. “It was you…”

Styxon conjured ropes out of the air, which snaked around Rarity’s front legs, binding her to the posts at the head of her bed. He then produced a short length of cloth and used it to gag her.

“And when you play with fire,” Styxon continued, his breath hot against her face, “you want to be careful not to get burned.”

Angry red sparks danced at the tip of his horn and then blossomed into a ball of flames and began to swell. Rarity stared up at the stallion in fear. Styxon seemed to struggle with himself for a moment, and then turned and blasted a beam of fire through Rarity’s window, shattering it into a thousand shards.

“If you had been anypony else,” he hissed, “I would’ve killed you.”

He left Rarity bound to the bed, paralyzed with fear, and departed from the room, locking the door on his way out.

Chapter Nine

After the Windigo attack on the train to Ponyville, Fluttershy realized that if Styxon Stones was watching the trains there would no doubt be guards awaiting the runaway ponies at the Ponyville train station. So when they were still a mile from Ponyville, Applejack, Fluttershy, Rainbow Dash, and Thunderlane disembarked the train and traveled the rest of the way to Ponyville on hoof.

In the late afternoon, they arrived at Sweet Apple Acres to find Big Macintosh in the fields as usual.

“Big Mac!” Fluttershy exclaimed and began galloping across the field toward him. Big Macintosh looked up at the approaching ponies and a grin spread across his face. Fluttershy soon reached the red stallion and nearly bowled him over as she leaped up to wrap him in a tight embrace.

“Y’ sure yer the real Fluttershy?” Big Macintosh asked in response to Fluttershy’s uncharacteristic demonstration of affection. He failed to hold back a smile as she continued to hold on to him for several long seconds. Finally, Fluttershy drew back slightly so that her bright eyes met his. Fluttershy smiled and the two rubbed noses.

“All right, y’all,” Applejack broke in, “that’s enough o’ that. We got stuff t’ discuss.”

“Hold on,” Rainbow Dash said. “Where’s Pinkie—“

At that moment, Pinkie Pie appeared at the edge of the field. Upon spotting Fluttershy, Rainbow Dash, Applejack, and Thunderlane, she crossed the field in fewer bounces than seemed possible and came to a quivering stop in front of them.

“Hiya Applejack!” she greeted them. “And Rainbow Dash and Fluttershy and Applejack’s new coltfriend! I missed you so much! Well, maybe except you, Mr. Moderately Attractive Pegasus Stallion. I don’t think we’ve ever been formally introduced! I’m Pinkie Pie! Welcome to Ponyville!”

“ ‘Moderately attractive’?” Thunderlane whispered to Applejack.

“Don’t worry about it,” Applejack whispered back.

Pinkie Pie seemed to pause mid-thought as she remembered why she came to Sweet Apple Acres in the first place. “Oh! I gotta tell you about—“

She was interrupted by another enthusiastic hug from Fluttershy.

“It’s good t’ see ya again, Pinkie,” Applejack said.

“How’s the rebellion going?” Rainbow Dash asked.

“It’s going fantastic!” Pinkie Pie replied. “Mackie here had the idea to stop sending food to Canterlot, to get the unicorns’ attention, you know, so we’ve been packing up rocks and sending those to Canterlot instead! Isn’t that hilarious?”

“Pinkie has connections in nearby rock farms,” Big Macintosh added.

“Wait, you’re withholding food from Canterlot?” Fluttershy surmised.

Pinkie Pie nodded vigorously, biting her lip to keep from bursting into laughter.

“Didn’t you realize that Styxon will eventually find out what you’re doing and come here to put a stop to it?” Fluttershy asked. “Are you prepared to fight back against all of his guards?”

“Of course!” Pinkie Pie replied. “The barn’s packed to the brim with the food we’re not sending to Canterlot. All we have to do is get out our apple-pie catapults and we’re all set!”

Applejack, Fluttershy, Rainbow Dash, and Thunderlane were silent for a moment, internally debating the feasibility of Pinkie Pie’s latest claim.

Finally Rainbow Dash said, “So what you’re saying is, you’ve been sending rocks to the Canterlot kitchens and storing up food to use as ammunition? Does anypony else find that a little ironic?”

Applejack, Fluttershy, Thunderlane, and Big Macintosh shrugged.

“Well, what else would we use as ammunition, silly?” Pinkie asked rhetorically.

Rainbow Dash stared at Pinkie Pie for a moment and then laughed. “Gosh, I really missed you, Pinkie.”

“Hold up,” Applejack said. “Didn’t ya say you had a message fer us?”

Pinkie Pie thought for a moment and then her face lit up as she recalled her message.

“Yep!” she answered, and pointed across the field toward Ponyville. “Styxon’s back. He just arrived.”

***

Spike wandered through the palace hallways, thinking about Pinkie Pie and Big Macintosh and their rebellion in Ponyville. Twilight had woken up Spike much too early in the morning to tell him that she would be returning to Ponyville with Styxon. Spike could only wonder what Pinkie and Big Macintosh had done to summon Styxon back to Ponyville and hoped that the two earth ponies knew what they were getting into.

Before Twilight said a last goodbye to Spike she had left him with the urgent instructions, “As soon as Styxon and I leave, go to Rarity and find out what she learned from Styxon. We need to find the princesses! Got it, Spike? It’s all up to you!”

“Don’t worry, Twilight,” Spike had responded. “Rarity and I will take of it!”

Spike arrived at Rarity’s door.

“Rarity?” he called. “Are you in there?”

At first, he could hear nothing, but after pressing his ear against the door he could just barely make out a muffled cry of distress. Spike was filled with white-hot anger. What did that evil unicorn do to her?

“Don’t you worry, Rarity!” Spike called. “Spike’s here to rescue you!”

He tried the doorknob and after finding it to be locked, threw his shoulder into the hard wooden door several times, achieving nothing but a sore shoulder. He stepped back, rubbing his shoulder, and glared at the door. His anger continued to intensify until he came up with an idea.

“Stand back, Rarity!” he commanded, and then took a deep breath and unleashed the largest ball of green flames he could muster. Before long, the wooden door blackened and Spike once again rammed the now-weakened door, which collapsed into Rarity’s room in a shower of green sparks and ashes.

Spike stepped through the doorway, kicking aside the smoldering remains of the door, and quickly scanned the room to find Rarity, gagged and tied to the bed.

I knew this day would come, he thought, but I didn’t imagine it would be quite like this.

He hopped onto the bed and ripped the cloth from Rarity’s mouth.

“Oh Spike!” Rarity cried immediately. “I was so scared! He threatened to kill me!”

Spike flushed with anger again as he began to untie the ropes around Rarity’s forelegs. “That jerk!” he gasped. “He won’t get away with this!”

He finished untying the ropes and Rarity immediately wrapped him in a tearful embrace.

“Thank you so much, Spike!” she sobbed. “I don’t know what I would’ve done without you!” After a minute or so, she let go of Spike and grinned playfully at him. “Burning down the door?”

Spike shrugged sheepishly. “Well, I—“

“It was a nice touch,” Rarity interrupted and leaned forward to kiss him. Spike’s eyes grew wide in surprise, but he decided that now was not the time for questions. After a couple seconds that to Spike felt like a blissful eternity, Rarity broke away and smiled at him.

“Let’s go find the princesses,” she said.

They stepped off of the bed and began to head for the doorway. Then Spike stopped and said, “There’s something I have to do first.”

He made his way over to the larger-than-life-size portrait of Styxon Stones that hung on the wall and leaned his head back to take it all in. Then without warning, he produced an even larger flame than the one he used to burn down the door and let the green tongues of fire flow over the odious painting until all that was left was an ornate gold frame and a pile of ashes.

***

Applejack, Rainbow Dash, Fluttershy, and Thunderlane followed Pinkie Pie and Big Macintosh to the Ponyville town square and tried to look as inconspicuous as possible by hiding behind the crowd of earth ponies. As the last of the earth ponies gathered in the town square, Styxon Stones ascended the steps of the town hall, closely followed by Twilight Sparkle. Rainbow Dash noticed a hardness in Styxon’s expression that she hadn’t remembered seeing before, even two days ago when she escaped from Canterlot.

“It has come to my attention,” Styxon began, the charm once present in his voice now replaced with ice, “that you earth ponies are withholding food from Canterlot.” He paused dramatically and scanned the crowd, as if waiting for somepony to confess. “Whose idea was this deplorable act of treachery?”

Nopony spoke.

“I have been a merciful leader for far too long,” Styxon continued. “Henceforth I will no longer tolerate disobedience of any kind. An example needs to be made, to prevent any ideas of further uprisings. Which one of you decided to subvert my authority?”

Despite the large crowd of ponies present, the town square was silent.

“If nopony confesses, I will have to interrogate each and every one of you, one pony at a time.” Styxon’s voice began to get dangerously soft.

Pinkie Pie and Big Macintosh both opened their mouths at the same time, but before either of them had a chance to speak, Applejack’s voice rang throughout the town square.

“I did it!” Applejack announced. “It was my idea!”

All eyes turned to her. Rainbow Dash groaned.

“Do you have apples fer brains?” Big Macintosh demanded. “What good is lyin’ gonna do? I could’ve taken the hurt! You ain’t helpin’ nopony!”

“Quiet, Mac. I can handle this,” Applejack fibbed.

Everypony present knew there was no way Applejack could have been the instigator of the uprising, but Styxon didn’t seemed concerned with logic or reason at the moment.

“I knew you’d be back,” Styxon said, regarding Applejack coolly. “I knew our little arsonist wouldn’t stay away for long.” He nodded to a couple Diamond Dogs, who, at his signal, began to drag Applejack toward the town hall. Applejack shook them off, said, “I can walk by myself, thanks,” and proceeded up the town hall steps until she was eye-to-eye with Styxon.

“So you admit to inciting this act of rebellion?” Styxon asked quietly.

“Yeah, it was all my idea.” Applejack lied. “How d’ya like them apples?”

“Then let this be a lesson to you all,” Styxon said, and his horn began to glow.

Before Rainbow Dash even saw Applejack fall to the ground in paroxysms of pain, she found herself flying toward Styxon, all of her reason and forethought replaced by fury. Thunderlane and Big Macintosh followed soon afterward.

Neither of them made it as far as the town hall.

Before she had flown halfway to Styxon, Rainbow Dash was knocked out of the air by three Diamond Dogs, while three more took care of Thunderlane and no less than five took down Big Macintosh. Rainbow Dash tried without success to keep her mouth closed as the weight of three Diamond Dogs slammed her into the dusty ground. Spitting out dirt, she looked up just in time to see a tightly balled fist rush toward her and stop inches from her face.

“Stop!” Styxon barked at the Diamond Dogs. “I want them conscious! Let them see what happens to rebels under my rule.”

He turned back to Applejack, who was breathing heavily as she struggled to rise to her hooves.

“How did that feel?” Styxon asked, his voice once again a deathly whisper.

Applejack glared up at the unicorn stallion but maintained a stoic silence. Styxon’s horn glowed again, and Applejack once again collapsed to the ground, writhing in pain.

Rainbow Dash shook with fury. While she strained against the Diamond Dogs that were holding her down, she happened to catch Twilight’s eye. For a brief moment Twilight’s face twitched, and then reverted to an emotionless expression. Rainbow Dash ground her teeth. She had been so sure that Spike would be able to convince Twilight of Styxon’s true nature, but it seemed that it wasn’t so.

“Twilight!” Rainbow Dash screamed desperately. “How can you let him do this to your friends? We’re your friends!”

Twilight swallowed but didn’t respond.

Styxon leaned down until his face was just inches from Applejack’s.

“Tell them how much it hurts,” he growled.

Applejack wordlessly returned his piercing gaze.

“Tell them how much it hurts!” Styxon exploded.

And then something strange happened.

Before Styxon could cast another spell of pain, all the color in the town square seemed to fade for a second. The crowd of brightly colored ponies seemed to dim, the grass became less green, and even the sky became less blue. In the split second before the explosion, Rainbow Dash once again glanced at Twilight, whose eyes were now glowing white. Then everypony was thrown back by a blinding explosion of light and color. Styxon in particular was blasted the entire length of the square by a concentrated beam of white light that emanated from Twilight’s horn.

Twilight descended the town hall steps and made her way over to Styxon Stones’s sprawled form.

“Never hurt my friends again,” she hissed.

Then to everypony’s surprise, Styxon rose to his hooves, met Twilight’s gaze, and replied.

“So it begins.”

Chapter Ten

“I’ll get the pie flingers!” Pinkie Pie announced, and vanished.

Styxon Stones drew closer to Twilight, stared at her for a moment, and then released a beam of magic in her direction. Twilight ducked and rolled to avoid it. Before she could rise to her hooves, Styxon let loose another beam of magic and Twilight had to quickly roll in the other direction.

She wasn’t ready for this. She had no experience in combat. The explosion of magic she had unleashed at Styxon moments ago had been a result of her losing control in a fit of anger. She wasn’t used to using her magic to hurt other ponies.

As she continued to duck and dodge Styxon’s magic, Twilight summoned up enough strength to cast a spell and a force field flickered into existence around her. The force field helped somewhat in protecting her, but wavered each time a beam of magic hit it. Twilight knew she wouldn’t be able to keep it up for long.

But then, just as the force field flickered and disappeared for good, the incessant beams of deadly magic stopped. Twilight glanced around, expecting another attack. Styxon’s horn was still glowing, but Twilight could not figure out what sort of spell he was casting. Until she felt the heat.

A ring of fire now encircled Twilight, slowly rising as the radius of the circle shrunk. She hadn’t noticed it at first, when the flames were only a couple inches high, but as they drew ever closer they leaped higher and higher until they were the height of several ponies.

Twilight began to panic. Her energy was quickly diminishing, and this seemed like a trap that would be nearly impossible to escape. Then she got an idea.

She squeezed her eyes shut, calling forth a spell that she had read about but never attempted due to its difficulty. A moment later, the “ooh”s and “ahh”s of the onlooking ponies let her know that she had succeeded.

Twilight had transformed the dancing flames into a ten-foot high ring of red, orange, and yellow stained glass. Snips and Snails would love this, she thought in spite of herself. Even in the middle of a magic duel, she could find time to admire her handiwork.

She couldn’t rest for long, however. As soon as she completed her spell, streams of glittering black sand began to fall from the sky and fill the stained glass tube in which she was imprisoned. Twilight began to panic again as the sand rose up past her knees. She was beginning to reach the last reserves of her power but Styxon didn’t seem to be faltering at all. The sand reached her shoulders. If she didn’t do something soon, she would suffocate. Twilight took a deep breath and strained against her exhaustion, even as the sand rose up over her mouth and nose.

Finally, the glass shattered and the black sand spread out into the town square. Twilight fell sprawled among the sand and broken glass, trying to catch her breath while spitting out the glittering black powder. Slowly, she rose to her hooves, wondering desperately how much longer she would be able to counter Styxon’s attacks.

She had no idea what kind of spell Styxon cast next, but suddenly Twilight’s surroundings became distorted and her mind began to reel. Trees stretched and curved and twisted into knots while buildings swelled like balloons and then burst into swarms of humongous black moths. Twilight glanced upward and instantly regretted it as the sky plummeted toward her. Her stomach churned. The ground bucked and heaved and Twilight fell down—or up; she could no longer know for sure.

And then all was black.

***

Rarity galloped through the halls of the palace, Spike clinging to her back.

“So what did you learn about the princesses?” Spike asked.

“All I was able to find out was that Styxon thinks ‘earth is the only reliable prison,’” Rarity answered over her shoulder.

“But that makes it sound like he’s killed them,” Spike replied.

“It does…” Rarity said. “But where else would he get the power to enchant so many unicorns at once? We’ve got to believe they’re still alive. The princesses are our only chance at breaking the spell and ending Styxon’s reign.”

Spike thought for a moment.

“They’re probably close to the palace, so Styxon would have easy access to their power,” Spike thought aloud. “Maybe they’re deep in the palace dungeons! That’s kind of in the earth.”

“Good thinking, Spike!” Rarity said. “Let’s look there!”

A quarter of an hour later, Spike and Rarity managed to find the palace dungeons. After glancing through the rows of cells, however, it soon became apparent that the princesses were nowhere to be found.

Spike leaned against the grimy wall at the back of the dungeon in exasperation.

“Where can they be?” he demanded. “I thought for sure they’d be here!”

Rarity bit her lip. “Don’t lose hope, Spikey,” she said finally. “They must be close by.”

Spike slid down the wall to sit heavily on the floor. “Do you have any other ideas?” he asked.

Rarity’s eyes widened. Where Spike had touched the wall, he had brushed aside some of the filth, revealing what lay underneath.

“Spike!” Rarity exclaimed. “That wall! It’s not made of stone like the rest of the dungeon. It’s made of wood!”

Spike squinted up at her. “So?”

“Well, for one thing, it was most likely constructed some time after the rest of the dungeon. And for another thing, Styxon’s special talent is fire! A wooden wall will keep out most ponies, but not one that can use fire!”

“And not us!” Spike realized aloud, and stood up quickly to face the wall. He looked it up and down, and then summoned a great ball of green flames, which he let loose at the wall. Before long, though, the fire died and Spike could no longer bring forth even the smallest flame. After burning down the door and the painting that morning, Spike was already exhausted, and it would take a much stronger fire to burn through the thick wooden wall.

“I can’t—do it—“ Spike gasped. “I’m all—out of fire…” His face contorted with frustration and he pounded on the wall with tiny fists. “I know they’re in here! They’ve got to be! Celestia help us!”

The dungeon was suddenly lit up by a flash of light from the cell windows. Spike fell to the floor in surprise. Rarity galloped over to a window, through which she could see a streak of red and yellow flames arc across the sky and head straight for her. She stepped back in amazement and a phoenix swooped in throught the window.

“Philomena?” Rarity gasped.

Spike scrambled to his feet and the majestic bird alighted on his shoulder, giving an almost imperceptible nod. As Philomena’s claws gripped Spike’s shoulder, he could feel the bird’s strength begin to flow into him. He caught the pheonix’s eye and knew what she wanted him to do, and what it would cost.

“Let’s fight fire with fire,” Spike said dramatically, and once again turned to the wall. This time, with Philomena’s strength, Spike’s flames covered the wall and filled the dungeon with an eerie green light. As he let the fire flow through him, Spike noticed feathers begin to float down to the floor. He glanced briefly at Philomena and saw that the phoenix was aging before his eyes. But he didn’t stop the fire. He couldn’t.

After what felt like hours, Philomena burst into bright yellow flames, rivaling the wall of green flames before them, and Spike felt her strength ebb away. He fell to his knees in exhaustion, next to the small pile of ashes that was Philomena. A gaping hole yawned open in the wall before them, its edges charred and blackened. Beyond the hole, a narrow stone staircase descended into blackness.

“Thanks, Philomena,” Spike whispered.

“Shall we?” Rarity asked, and horn glowing softly, she and Spike stepped forward and began to descend the staircase.

***

Twilight opened her eyes.

“Where am I?” she mumbled.

Slowly, she raised her head to take in her surroundings. The clearing in which she was lying was littered with large piles of ash and charred pieces of wood. She could see a distant mountain range in one direction and a dark forest in the other. The broad expanse of sky was bloodred. There wasn’t another pony in sight.

Twilight looked around, trying to remember how she had gotten here. She glanced at the mountain range, and then at the forest. With another glance at the familiar mountain range, she realized with horror where she was.

She was in Ponyville.

But not the Ponyville she knew. Instead, she appeared to be in a Ponyville as it might look after a devasting dragon attack. The piles of ash that were scattered about the clearing—no, town square—had to be the remains of the buildings she knew so well. In a mountain of ash in the center of the square, Twilight recognized pieces of the town hall veranda balustrade, even in their blackened state. To her left, a pile of ash stood where the Carousel Boutique used to be. To her right, what appeared to be overcooked gingerbread where Sugarcube Corner should have been.

“No…” Twilight murmured. How could this have happened? How long had she been unconscious? She spun around desparately, trying to escape from the desolation that used to be her home. How could Styxon have destroyed Ponyville?

“It can’t be…”

And then Twilight heard a noise.

“Help!” a voice squeaked. Twilight spun around and movement near the bottom of a nearby mound of ash caught her eye. The ash shifted to reveal the bright orange mane of a pale yellow unicorn filly, who was almost completely buried under the gray powder.

“Help!” the filly repeated. “My leg is caught under a beam of wood!”

“Don’t worry!” Twilight called. “I’m coming!”

She began to approach the pile of ash. Something was familiar about the yellow filly…

“Please help me! I’m so scared!”

When Twilight was just a few feet away, she got a good look at the filly’s bright blue eyes and realized who it was.

“Pumpkin Cake?” she asked.

The filly nodded.

Twilight paused. Something didn’t seem right.

“What happened to Ponyville, Pumpkin Cake?” she asked.

“It’s the filthy Earth ponies’ fault!” Pumpkin Cake declared. “It’s because of them Ponyville was destroyed!”

Twilight narrowed her eyes. Apparently Styxon hadn’t wasted any time in brainwashing the filly.

“How did you get here, Pumpkin Cake?” Twilight asked. “I thought you were in Canterlot…”

“Come on, Twilight, you gotta save me!”

For a split second, Pumpkin Cake’s eyes flickered from bright blue to pitch black. Then in a flash, Twilight realized what was wrong. Pumpkin Cake wasn’t old enough to talk. She was just a foal. And there was no reason for her to be in Ponyville.

“This isn’t real,” Twilight murmured. “You’re not real. Ponyville isn’t really destroyed. This is just a dream.”

No sooner had she said that than a familiar voice boomed, “Stay away from her!” and Princess Luna swooped down from the sky, her horn glowing. A cage made of what appeared to be obsidian appeared out of thin air, imprisoning the filly that couldn’t exist.

“Princess Luna!” Twilight gasped, and fell to her knees in a bow.

“Thank you, Twilight,” Luna replied. “But we don’t have much time for formalities.”

“I’m so happy to see you!” Twilight exclaimed. “I knew you were alive! How’s Celestia?”

“Twilight, listen,” the princess interrupted urgently. “You are correct that this is a dream. And I would admonish you for being so quick to trust that I’m not just a projection of your subconscious, but I don’t have time for that. I’m holding off Styxon Stones for now, but eventually he will overpower me and attempt to capture your mind through your dreams.”

“Wait,” Twilight said, “you mean that that filly is—“

“Styxon Stones, yes.” Luna confirmed. “In the dream world, Styxon has the power to change his form. You should be able to shapeshift too, but he has considerably more experience.

“Twilight, you are the most powerful unicorn in Equestria, and what Styxon wants more than anything else right now is to capture you in order to have access to your power. Your task is to prevent that from happening at all costs. If Styxon gains control over your magic, it will mean the end of Equestria as we know it. This nightmarish landscape could very well exist in our future. Can you promise to keep from getting captured, even at the cost of your life?”

“But this is a dream,” Twilight said. “I can’t die in a dream. I’ll just wake up, won’t I?”

“If this were a normal dream, yes,” Luna answered. “But this is no normal dream. Styxon is preparing to attack your mind in the real world. And he already has the power of every unicorn in Canterlot. He could kill you a hundred times.

"Dying in the dream does not cause you to die in the real world. Rather, since the dream is nothing more than your subconscious’s interpretation of an abstract mental battle that is about to take place, if you die in the dream, it is a result of your dying in the real world.”

“Princess Luna, my head hurts.”

“Can you promise me that you will do everything you can to protect Equestria?” Luna insisted.

Twilight was only just beginning to realize how daunting her task was, but she took a deep breath and replied, “I promise.”

At that moment the cage exploded, sending shards of obsidian flying in all directions. Where the yellow filly had been, a manticore now stood, stretching its wings, its scorpion tail curving over its head.

“Good luck!” Luna said. “Remember, the fate of Equestria is on your shoulders!”

With that, the princess vanished, and Twilight turned to face the monster that had tried to destroy her home.

“Bring it on.”

Chapter Eleven

Spike and Rarity descended deeper and deeper into the earth, Rarity leading the way, Spike following close behind. The soft glow of Rarity’s horn lit up about a yard of the narrow passageway in front of her.

“Couldn’t the princesses have escaped if all that was keeping them prisoner was a wall of wood?” Spike asked, his voice voice hushed. Something about the darkness that was pressing in from all sides gave Spike the feeling that he should avoid speaking too loudly, for fear of awakening whatever horrors might be awaiting them.

“Oh, definitely,” Rarity replied, her voice barely above a whisper. “But it’s likely that that’s not all that was holding them in. Styxon probably cast some spells around them too. It takes a lot to imprison a princess.”

“Oh,” Spike said.

They fell silent, and for what seemed like hours the only sound was that of Rarity’s hooves on the stone steps, echoing up and down the passageway. Finally, they reached the bottom of the stairs and the passageway flattened out. Spike was the first to notice the reddish glow a few dozen yards ahead of them.

“Rarity,” he whispered, “could you turn off your horn for a moment? I think there’s some light ahead.”

The orb of light at the tip of Rarity’s horn shrank and vanished, and then Rarity too could see the eerily red light at the end of the tunnel.

“What do you think that could be?” Rarity breathed.

Spike shrugged.

Eventually, they turned a corner, where the floor abrubtly ended and the passageway opened up into a vast, rocky shaft. The far wall, which consisted of a slowly descending layer of magma, disappeared into darkness as it continued indefinitely upward. Thousands of feet below lay a glowing river of magma. A shimmering sphere of somewhat transparent magical energy floated halfway across the gap of about a dozen yards between the passage and the far wall. The sphere was dwarfed by the size of the shaft, but was evidently large enough to hold two alicorns.

“There they are!” Spike exclaimed, hugging Rarity in jubilation. “We found them!”

“But how will we get to them?” Rarity asked.

Spike leaned out over the abyss and looked upward.

“I might be able to climb up this wall and then jump out far enough to land on that magic prison,” Spike suggested.

“No!” Rarity protested. “It’s too dangerous!”

“I’m a dragon,” Spike reassured her. “Magma can’t hurt me.”

Rarity bit her lip, her blue eyes filled with concern. “Are you sure?” she asked finally.

Spike nodded, neglecting to mention that a fall of that distance would likely be more than enough to kill him.

“Oh Spikey-Wikey, do be careful!” Rarity pleaded. “I don’t want to lose you!”

Spike took her hoof in his claws and said, “Don’t worry, my sweet Rarity. That’s not going to happen.”

And he began to climb.

***

Applejack watched as Styxon Stones’s last spell caused Twilight to stumble and fall unconscious. Before she or anypony else could rush to her friend’s aid, Styxon caused a magical dome to appear in the air, shutting out everypony except himself and Twilight as the translucent, gold-tinged walls descended to the ground.

Now Applejack got really worried. She began to drag herself down the steps of the town hall, every inch of her body aching.

“Hey, you leave her alone, you varmint!” she shouted, her voice hoarse.

Then to her surprise, Styxon Stones sank to the ground and appeared to fall asleep.

“What in the hay…?”

Just then, Pinkie Pie returned with a half-dozen pie catapults in tow.

“This is a revolution!” she bellowed, loading a catapult. “You dogs get out of our town or suffer the consequences!”

“Grab her!” Rover, the leader of the Diamond Dogs, barked from the town hall. A Diamond Dog guard attempted to grab Pinkie Pie, but she slipped out of his grasp and nimbly danced away.

“Load the catapults!” Pinkie Pie yelled. Fluttershy, Big Macintosh, and several other nearby ponies obediently complied. Applejack noticed the two Diamond Dogs next to Rover start to look slightly uneasy.

“Styxon said there wouldn’t be a revolution,” the largest Diamond Dog whined.

“Suck it up, Fido,” Rover snapped. “We can take care of this.”

“READY!” Pinkie shouted as she continued to dodge the Diamond Dog guards.

“The unicorn betrayed us!” the smallest Diamond Dog yipped. “Why should we help him when he refuses to give us the pony town?”

“AIM!”

“We don’t need his permission to take over Ponyville!” Rover said. “I say we take it now! We’re more than a match for a bunch of ponies!”

“FIRE!”

The air was suddenly filled by a barrage of apple pies. Applejack ducked, but the ponies’ aims were impeccable. Rover and his two cohorts were thrown backward as a pie hit each of them in the face. The Diamond Dogs who were holding down Rainbow Dash and Thunderlane were similarly picked off.

“Has it been three days yet?” Fido asked, picking himself up from the ground and licking his face clean.

“Two and a half,” Rover corrected, and shook himself, flinging bits of pie in every direction.

“Close enough,” Fido said. “Come on, Spot. Let’s get out of here.”

“You can’t leave now!” Rover protested. “We can still beat the ponies!”

“RELOAD!” Pinkie Pie bellowed.

“I’m with Fido,” Spot said. “It’s not worth it.” With that, he and Fido scampered out of the town square and away from Ponyville. The remaining Diamond Dog guards quickly followed their lead, leaving Rover standing alone in front of the town hall. After a moment’s hesitation, Rover reluctantly raced after them, shouting, “Wait for me!” Everypony in the town square cheered.

“That was easy,” Pinkie Pie remarked. Then she, Fluttershy, Big Macintosh, Rainbow Dash, Thunderlane, and Applejack approached the golden dome under which Twilight and Styxon appeared to be sleeping.

“Why would Styxon cast that force field around himself and Twilight and then just go to sleep?” Fluttershy asked.

“Easy!” Pinkie Pie piped up. “He’s obviously trying to take over Twilight’s mind through her dreams.”

“How can you possibly know—" Rainbow Dash asked.

“Is there any way we can help her?” Fluttershy interrupted.

“Not unless you’re a licensed dreamwalker,” Pinkie Pie answered.

Taking her word for it, Applejack gazed through the magic dome at Twilight’s sleeping form.

“I sure hope she’s doin’ okay in there…”

***

With no more than three flaps of its wings, the manticore that was Styxon Stones closed the gap between itself and Twilight. Before Twilight had time to think, it swiped at her with six-inch claws. She scrambled backward and found herself backed up against a large pile of ash and rubble. The manticore let out a roar, saliva dripping off of its knife-like fangs.

Twilight turned and began to stumble up the pile of ash, her hooves slipping on chunks of wood and sinking into the soft powder. The manticore’s scorpion tail arced over its head and slammed into the rubble, just inches from Twilight’s shoulder. A cloud of dust rose up and Twilight began to cough.

He just wants my magic, Twilight told herself. He doesn’t want to kill me. Therefore the poison in his tail must not be deadly. Either way, she knew she had to stay out of reach of any of the monster’s appendages at all costs.

She reached the top of the pile and tripped, sending herself tumbling down the other side. She landed in a heap among the scattered rubble at the bottom. Upon reaching the top of the mountain of ash, the manticore let out another roar, flapped its wings a couple times, and then swooped down toward Twilight. She picked up a charred length of wood and swung it at the beast. The manticore caught the wood in its mouth and stumbled to a stop, spitting out pieces of charcoal in a surprise and irritation.

Let me out of here! Twilight begged her subconscious. Even as she fled from the manticore, it was her surroundings that were really starting to get to her. She couldn’t stand being in a place where everything she had ever loved had been destroyed, even if it was an illusion. If I’m going to die, let it be somewhere beautiful!

Turning to flee from the monster, Twilight caught sight of a doorway she hadn’t noticed before. The doorway stood oddly alone amidst ash and rubble, as if it had once been part of a building until everything but the doorway burned down. Even stranger, bright sunlight streamed through the doorway, so bright that Twilight couldn’t make out what lay beyond, but could only assume was somewhere other than a post-apocalyptic Ponyville.

Without pausing to think, Twilight charged through the mysterious doorway and slammed the door behind her. She now found herself in a large field of grasses that at first appeared white, but when moved by a cool breeze, shimmered with every color of the rainbow. In the distance, the field stopped, leading Twilight to believe that she was standing on a plateau. Beyond the grassy cliff lay a vast ocean, sparkling in the sunlight. Twilight spun around. Behind her, a sheer rocky face rose up, hung with lush ferns and mosses. Liquid spectra poured down from the cloudless sky, cascading down through a series of pools to rest briefly in a small pond at the base of the mountain before streaming through the tall grasses and tumbling over the cliff into the ocean. There was no trace of the door Twilight had passed through seconds ago.

This truly was the most beautiful place she could imagine. Which makes sense, Twilight reminded herself, considering I’m still dreaming and all of my surroundings are created by my subconscious.

And then a creature appeared that not even Twilight’s subconscious could have dreamed up. From behind a curtain of spectra appeared a beast so large that its claws alone were the length of several ponies. Its deep indigo fur twinkled with pinpoints of light, like a reflection of the night sky. Ducking to avoid the endless stream of spectra, it fell to all fours and roared, the resulting vibrations sending rocks the size of buildings tumbling down from the mountain.

Twilight gulped. This thousand-foot-tall creature could only be one thing.

Styxon Stones had become an ursa major.

***

Spike clung to the rocky face, his tiny claws just barely managing to find footholds as he climbed higher and higher. The heat emanating from the wall behind him was stifling, and his claws were moist with sweat. Every time he moved a claw he feared it would slip and send him plummeting thousands of feet to the magma below.

Twenty feet below him, Rarity was hopping up and down in agitation.

“Spikey, isn’t that high enough?” she called up to him.

“Just—a little bit—farther…” Spike grunted.

A small chunk of rock broke off of the wall where Spike’s foot had just left and shrank as it fell until it was too small to see.

Spike looked down over his shoulder. The magic sphere that imprisoned the princesses was now far enough below him that if he leaped as far as he could off of the rock face he would be able to land on it.

He swallowed his nerves and pushed off into the void. Hot air whipped past him as he attempted to steer his fall. The surface of the prison rushed up at him, and before he knew it he had passed through it. He landed heavily between the princesses, on the floor of the sphere. He looked up at the ceiling of the sphere in surprise, and then gathered himself and stood up to address the princesses.

“Your highnesses,” he began, “I’ve come to rescue you.”

The princesses didn’t look as overjoyed as he hoped they would.

“Spike!” Princess Celestia exclaimed. “You shouldn’t have! This is a one-way force field. You can enter it, but you cannot leave.”

Spike’s eyes widened. He scrambled over to the curved wall of the prison and pressed his face against it, looking desparately down at Rarity and thinking that maybe they should have come up with a better plan before rushing in to save the princesses.

***

Twilight ran.

She was kidding herself if she thought she could take on an ursa major. She now realized what it looked like to command the power of hundreds of unicorns. Had she really believed she actually had a chance against Styxon Stones? She couldn’t even manage to fight back against a manticore.

Twilight was beyond despair. Instead, she now faced a sudden clarity.

There was only one way to beat Styxon now. If she could die on her own terms, it would be a small victory, but a victory nonetheless. She had hoped that it wouldn’t come down to this, but ever since her conversation with Luna she knew deep down that she would have to sacrifice her life for the good of Equestria. It was her duty.

The ground shook with every step the ursa major took.

Twilight could only hope that Spike and Rarity were on their way to rescuing the princesses. Maybe once freed, their combined power would be enough to overthrow Styxon.

Twilight galloped past the iridescent grasses as they waved in the breeze. The ursa major’s gait covered hundreds of feet with each lumbering step. If Twilight could just stay ahead of it for a hundred more yards…

Fifty more yards…

Twenty-five…

Twilight Sparkle was going to die.

She had no other choice.

Twilight reached the edge of the cliff, took a deep breath, and launched herself into nothingness.

Chapter Twelve

Twilight didn’t fall for long before she landed on a leathery surface. Below her, where an instant before there had only been jagged rocks and sparkling waves, there was now a full-grown dragon soaring over the ocean.

What’s going on? she thought desperately. Where had this dragon come from?

Twilight lost her balance upon landing on the huge purple wing and tumbled down toward the center of the dragon’s back. She rolled to a stop next to a line of triangular green spines and her jaw dropped in shock.

“Spike?” she asked.

The dragon craned its snakelike neck around to look at the tiny pony on its back.

“Twilight!” it replied, and Twilight’s suspicions were confirmed, however ridiculous they were. “Rarity’s okay! And we found the princesses! They’re in a magic force-field cage deep under the palace dungeons. I tried to save them and got trapped too, but Luna sent me into your dream to save you!”

“Spike, I don’t believe it!” Twilight exclaimed. “You’re a full-grown dragon!”

At this, Twilight thought she detected a blush appear in Spike’s purple cheeks.

“Uh, yeah…” he replied sheepishly, “sometimes I dream I’m all grown up.”

“But Spike,” Twilight continued, “you shouldn’t have come. I have to sacrifice my life to save Ponyville.” She attempted to stand up and run to the edge of Spike’s wing, but Spike raised the tips of his wings and Twilight couldn’t help but trip and roll back to the center of his back.

“Twilight, stop it!” Spike snapped. “I can’t let you die! We have to defeat Styxon!”

“Spike, there’s no way to stop him!” Twilight protested. “I’m clearly no match for him, and I know you’re a full-grown dragon now, but you’re like a butterfly compared to an ursa major!”

Spike gave an offended sniff, and then said, “Come on Twilight, I thought you would’ve been able to figure this out. Who here has enough power to defeat an ursa major?”

Twilight was silent for a long moment before she answered, “Styxon?”

“Right!” Spike said. “Maybe we can’t defeat him, but we can make him destroy himself!”

Twilight was silent for an even longer moment. Finally she said, “Wow, Spike. I wouldn’t have expected to hear that from you.”

Spike curved in a huge arc over the ocean, back toward the furious ursa major. “Twilight, it’s our only choice. If we don’t stop Styxon, it’ll mean the end of Ponyville as we know it!”

“Okay, okay!” Twilight said. She had heard that phrase more times in the past few hours than she would have liked.

Spike began swooping toward and darting away from the ursa major, attempting to draw it closer to the edge of the cliff. The massive bear stood up on its hind legs and swiped at Spike with paws the size of the royal palace towers. Although it continued to miss, the resulting air currents caused Spike to tumble through the air. Twilight clung to his back, fearing she would be flung off.

Styxon was nearing the edge of the cliff, but even in his rage toward Spike and Twilight, he seemed to be keeping his footing in mind.

“We’ve got to distract him somehow!” Spike yelled over his shoulder.

“I’m thinking!” Twilight yelled back. How could she use what she knew about Styxon against him? What had Luna told her that could be of use? In the dream world, Styxon has the power to change his form. You should be able to shapeshift too…

Twilight got an idea.

She would have liked to have had time to practice before attempting a skill she had never tried before, and her entire plan rested on something she only suspected about Styxon, but under the circumstances, she could come up with no better ideas.

“I’ve got an idea!” she announced.

“Then do it!” Spike shouted, diving to avoid a building-sized paw. “You’re our only hope!”

Styxon Stones was furious.

The second-most powerful unicorn in Equestria was going to escape. It was impossible! He had the huge advantage of size and immense power. He had not expected Twilight to be willing to sacrifice her life for the sake of Ponyville. It definitely wasn’t something he would have done. But thanks to her foolish selflessness, he would be unable to capture her and command her power.

As Twilight leaped off the cliff, Styxon scrambled to a stop and let out an earth-shaking roar of frustration. A moment later, he watched in surprise as a large purple dragon soared up from below the edge of the cliff, with Twilight riding on his back. No doubt this was some incarnation of the irritating little dragon who had mistrusted him from the very beginning.

Styxon no longer cared about capturing Twilight alive. His most base animalistic instincts took over, and he decided that he wanted nothing more than to kill this nuisance of a unicorn, and her little dragon too.

Spike was a large dragon, but he was still no bigger than one of Styxon’s massive paws. He was no more a threat to an ursa major than a hummingbird would be to a normal-sized bear. With one well-placed swing, Styxon would be able to break every bone in the dragon’s body and send him and Twilight plummeting into the ocean.

Styxon swiped at Spike, claws outstretched. But the dragon was nimble, and managed to dart out of the way before swooping in again. This continued for a while, and Styxon became increasingly frustrated.

He glanced down to make sure both feet were still safe on the multi-colored grass, and when he looked up again he could not believe his eyes. Twilight was no longer riding the purple dragon. In her place, there was now another unicorn, a unicorn who couldn’t possibly be there, a unicorn with snow-white fur and eyes the color of the evening sky.

The one unicorn he couldn’t bring himself to harm.

Rarity.

Styxon couldn’t tear his gaze away. How could she be here? It was impossible!

He took a reflexive, longing step forward to follow the beautiful unicorn, and in his lingering shock, neglected to watch his footing. The edge of the cliff crumbled under his immense weight, and he lost his balance, toppling forward over the edge.

It was a fall of a hundred thousand feet to the choppy waves below. As the surface of the water rushed up at him, the reflected sunlight filled his vision, becoming the flickering flames of the fires of his own creation, from which there was no escape.

***

Twilight and Spike watched the ursa major lose its footing and slowly topple over the edge of the cliff like a mountain crumbling into the sea.

“What did you do?” Spike asked.

“I became…Rarity,” Twilight murmured.

“You did what?” Spike exclaimed, craning his neck around to get a glimpse of Twilight.

“He actually cared about her…” Twilight said softly.

Then she was hit by an intense fear that was not her own. It filled and overwhelmed her mind to the point of becoming unbearable, until with a massive explosion of a splash, the ursa major hit the water and the sense of fear suddenly left, replaced by a glorious emptiness. Twilight only now realized how wrong it felt to have somepony intruding in her mind, and welcomed the sense of freedom that came when the intruder’s mind winked out of existence.

Meanwhile, Spike was flapping madly in an attempt to rise beyond the erupting geyser, but the water soon overtook him. Twilight lost her grip on Spike’s back and tumbled through the air. She sputtered as she fell, trying to breath what was no longer air. And then all she knew was water.

***

Pinkie Pie emptied a bucket of water over Twilight’s face.

“Pinkie, no!” Fluttershy protested. “Isn’t there a nicer way to wake her up?”

Her concerned face soon broke into a grin as Twilight awoke, coughing and sputtering.

“Twilight! You’re alive!” Fluttershy exclaimed.

Twilight raised her head, eyes still shut tight. She wasn’t ready to take in the reality that just a few yards away lay the body of a unicorn she killed.

“I killed him,” she mumbled.

“What are you talkin’ about, Twiligh’?” Applejack’s voice asked.

“Everything will be okay now,” Fluttershy said softly. “You saved Ponyville.”

“She saved all of Equestria!” Pinkie Pie piped up.

Twilight cracked open an eye and immediately wanted to shut it again. Beyond her giddy circle of friends, she caught a glimpse of Styxon’s form sprawled on the ground.

“Hey, she’s back!” Rainbow Dash remarked. “It’s about time!”

“What happened?” Fluttershy asked tentatively. “How did you survive?”

“I killed him,” Twilight repeated softly. “He had one redeemable quality, and I used it to destroy him…”

“Yer talkin’ crazy, Twiligh’,” Applejack said. “He woulda killed ya if you didn’t get ‘im first. Yer lucky t’ be alive.”

“We have to give him a proper burial,” Twilight said.

“What?!” Rainbow Dash exclaimed. “He tried to destroy Ponyville! We don’t owe him anything!”

“Call me crazy,” Twilight continued, “but as heartless as Styxon may have seemed, I think he genuinely cared about Rarity, and instead of trying to bring out that side of him, I turned it against him.”

After a brief pause, Rainbow Dash said bluntly, “You’re crazy.”

“Please, listen to me,” Twilight entreated. “For a moment in there, our minds were connected. I felt his fear and his passion, and I felt him die because of me. The least I can do is to give him a proper burial.”

“The least you can do is nothing—“ Rainbow Dash countered, but Fluttershy interrupted her.

“This is Twilight’s decision,” Fluttershy spoke up. “If she wants to bury Styxon, then we should let her. And then we can restore Equestria to how it was before."

***

The sphere that imprisoned Celestia, Luna, and Spike dissolved and disappeared. After falling a few yards, the princesses opened their wings and Luna plucked a drowsy Spike out of the air. Celestia and Luna then joined Rarity, and began to ascend the long stone staircase. Finally they arrived in the palace dungeons, where they discovered a baby phoenix rising from the ashes.

Prologue

Twilight Sparkle was going to die.

She had no other choice.

The options that were not options raced through her mind as she fled from a creature hundreds of times more powerful than she was. The creature did not want her dead. She could surrender, allow herself to be captured, and live, but it would mean the end of Equestria as she knew it. No, Twilight had to die, in order to save her friends and family.

Tears began to well up in her eyes as she thought of her parents, her mentor, Shining Armor, Princess Cadance, Applejack, Fluttershy, Rarity, Rainbow Dash, Pinkie Pie, Spike… They would understand that she had to sacrifice herself for the good of Ponyville. She had no other choice.

At least she would die in a beautiful place. Twilight was surrounded by the most breathtaking scenery imaginable. As she ran she tried to fix in her mind the sight of the iridescent grasses flowing in the cool breeze, the sun sparkling on the surface of the turquoise ocean, the shimmering of the liquid spectra as it cascaded down from the clear blue sky…

How had she ended up here? Had it really only been three weeks since things first began to change? It felt like an eternity since her peaceful life in Ponyville had ended. Could she have done anything differently, or had her fate been decided on that pivotal day a three-week eternity ago?

It didn’t matter.

Twilight Sparkle was going to die.

She had no other choice.

Twilight reached the edge of the cliff, took a deep breath, and launched herself into nothingness.