Facing Fear

by Shadowmane Nox

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Adventure, Dark, Main 6
Length: 35387

With the arrival of a new enemy, will friendship be enough to help six ponies face their fears?

Rainbow Dash, Twilight Sparkle, and Applejack are enjoying a peaceful day in Ponyville. However, all sense of tranquility is shattered when Twilight receives an urgent summons from Luna. Princess Celestia has been attacked while investigating a strange fog that has appeared around the mining village of Manestown! Now it is up to Rainbow Dash and her five best friends to discover who is responsible. Armed with the Elements of Harmony, the six champions of Equestria are prepared to face any danger. However, they soon find themselves in a confrontation unlike any they have ever known. Friendship may be the greatest power known to pony-kind, but is it truly enough to drive away Fear?

Facing Fear will be the first arc of a much larger story.

Published 2012-01-20 17:19:58 UTC
Last updated 2017-02-02 19:11:52 UTC

Chapter 2

Chapter 2

While the thunderstorm continued to rage overhead, the dark-scaled beast sneered maliciously before taking a step towards the ponies. Fear’s fiery gaze moved slowly from one friend to the next, studying them as a black mist began to spread outward from his body.

“No response?” He taunted, wings beating the air into a raging gale to match the violent sky above. “No more brave words? What a disappointment. Was that really all you had?”

“How…?” Twilight gasped, her eyes wide as the creature gave a cold chuckle.

“How what?” Fear responded in a disgusted tone. “How could your precious Elements fail you?”

The giant rose up to his full height and growled ominously as the roar of the wind grew still stronger.

“Did you forget who it was you are facing? Or perhaps you simply cannot comprehend the significance of what I am, or the power I possess.”

Fear waved a claw, and immediately the fog surrounding him rose into the air. A moment later there was a flash of light and Rainbow found herself suddenly staring, as if through an open window, at a scene from another place and time.

The pegasus watched, spellbound, as shades of herself and friends faced off against Nightmare Moon in the ruins of an ancient castle. She looked on silently as the Elements of Harmony appeared for the first time, their power shining forth to envelop the black mare as they drove away the evil that resided within her.

“You may not have realized it…” Fear hissed, pointing a claw at the ghostly scene above. “But I was there! You could see it in her eyes, could you not? Hear it in her voice? I was the dread that gripped the night princess’s heart when the Elements of Harmony, a power she thought destroyed, revealed themselves in you.”

The scene changed, and the ponies now found themselves looking down from above at the cackling form of Discord. The draconequus sat arrogantly atop his throne, laughing as the chaos of a ruined Ponyville raged all about him. Before him stood the images of the six champions, standing bravely side-by-side as they prepared to awaken the Elements yet again.

“I was here as well…” Fear continued, giving a low chuckle as the shade of Discord was turned to stone. “I was the panic the lord of Chaos experienced upon realizing your friendship was strong… unbroken… despite his attempts to tear you apart.”

As the light faded and the strange window became nothing more than fog once again, the monster sneered as he lowered himself to the ground. Seeing the giant creature crouched before them, Rainbow could not help but think of a coiled snake waiting to strike. Without warning the windstorm around them ceased, and an eerie silence fell over the forest.

“Do you understand now?” the beast asked before giving the ponies a dark scowl. “You… cannot… defeat me! Twice now I have watched you call forth the power of the Elements! Twice I have looked on as your enemies fell to the very same attack! If you thought that I would allow myself to yield just as they did, you are sadly mistaken.”

Fear’s glare turned fierce, and slowly he began to crawl toward the six ponies.

“Now! I shall show you what it means to truly know Fear!”

As the creature came at them, his red eyes locked with Twilight’s. The unicorn gave a startled gasp, and Rainbow immediately knew that something was very wrong. Fear continued to advance, but while the other ponies carefully backed away from his looming form Twilight seemed rooted to the ground. The pony’s eyes were wide with terror, and it seemed almost as if she could not look away from the burning stare that held her. With a cold chuckle the monster reached forward to grasp the trembling unicorn, and without thinking Rainbow Dash took to the air.

“Twilight!” She shouted frantically, covering the distance between them in a blink of an eye. “Snap out of it Twilight!!!”

The pegasus’ speed carried her headfirst into the unicorn, and with a loud thud both ponies fell tumbling away from the monster’s grasp. Picking herself up off the ground Rainbow glanced worriedly towards her friend, but sighed in relief as Twilight got slowly to her hooves. The purple pony gave a small groan, but asides from appearing a little shaken she seemed to be otherwise unharmed.

“Are you alright Twi?” Applejack called out, her expression dark as she turned to face the still smiling monster.

“Thanks to Rainbow I am.” Twilight responded, smiling towards the blue pegasus to show that she was uninjured. Almost immediately the star of the unicorn’s crown began to glow once again, and Rainbow Dash smiled as she felt her own Element come alive.

This time they would finish the monster for good!

The other ponies’ Elements began to glow, and Fear’s eyes narrowed as he stared at Rainbow’s shimmering necklace.

“I think not!” The monster growled. “I have seen this trick too many times already, and now I find myself growing weary of this game.”

Sneering at the ponies, Fear clenched his outstretched claw as though to grab hold of an invisible rope, and immediately Rainbow gasped as she felt something cold wrap itself about her legs. Glancing down she had only a moment to see the tendrils of pitch-black fog climbing up her body before the world around her disappeared in a cloud of swirling shadows. The startled pony immediately attempted to call out to her friends as she fought against the writhing mists. However, no sound was able to escape her throat.

Her attempts to break the haze’s frigid grasp were no more effective. She might as well have tried to snap a steel chain with her bear hooves for all the good her struggling did. Instead the more she fought against the bonds that held her, the tighter they became. And within moments Rainbow Dash could barely breathe, let alone move.

Suddenly there was a rush of warm air as a violet flash pierced the darkness, quickly expanding until she found herself encased in a radiant sphere of light. As the gentle glow passed over her, the surrounding mists vanished and the pegasus felt her heart leap for joy when she found Twilight standing at her side. The unicorn’s horn flared brightly as she worked to protect her friend; the light of her magic spreading with each passing second until the last of the fog vanished from Rainbow’s body.

The pony’s magic slowly faded, and Rainbow Dash found herself once again on the outskirts of Manestown. Her friends all stood nearby, relief evident on their faces. Meanwhile, Fear lay silently where Rainbow had seen him last, grinning wickedly even as he gave Twilight an appraising look.

“Interesting…” the beast growled, fog rolling from his jaws like smoke from a dragon’s mouth. “I am glad to see that you are not without some surprises Twilight. However...”

Fear opened his clenched claw, revealing a golden necklace resting in his scaly palm.

“… I already have what I want.”

“No!” Rainbow shouted, quickly bringing a hoof to her neck. Sure enough, her Element was nowhere to be found.

“How did…!” the pegasus began, but stopped once she realized no answer would be forthcoming from their enemy. Instead she turned her full attention on Fear, rose-colored eyes blazing with fury as she was taunted with her own Element.

“Give it back!”

“This little thing?” The serpentine-monster replied innocently as he held the necklace up for all to see. “You can have this anytime you want.”

In an instant, innocence turned to malice as the beast spread his wings wide.

“All you need to do is chase me!”

With an earth-trembling roar Fear launched himself into the sky, the force of his wings threatening to knock the six ponies to the ground as he sped off towards the village and mountains rising behind it.

"Get back here!"

"Rainbow! Wait!" Twilight shouted, but her words fell on deaf ears as the enraged pegasus took off in pursuit of their enemy.

"Rainbow!" Applejack called out in exasperation as her friend vanished in the direction of Manestown. "What in tarnation does she think she’s doing? "

As the orange earth pony galloped after their fleeing friend, Twilight gave Rarity a worried frown before joining the chase. With a grim nod the white unicorn immediately followed suit, Pinkie Pie and Fluttershy hot on her tail.

Within moments the five ponies found themselves running through the abandoned streets of Manestown, their eyes locked on the figures of Rainbow Dash and Fear as they raced high overhead. The dark fog that had engulfed the town upon their arrival was nowhere to be seen. However, its absence did nothing to ease the oppressive feel of the lifeless village. If anything it was far worse now that the friends could see how quickly the buildings seemed to have fallen into disrepair. All around them windows lay broken upon the ground. Meanwhile, every bolt of lightning overhead revealed another door that had been either shattered on snapped from its hinges as if by some wild beast. Yet no sign of such an animal revealed itself, and instead the ponies could hear only the sound of their hoof-beats and rolls of thunder as they passed quickly through the desolate town.

High above the ground Rainbow seethed with anger, her wings beating franticly as she gave chase after the monster who had stolen her Element. Although the moon and stars were hidden by the storm clouds overhead, the pegasus had no difficulty keeping the fleeing monster in sight thanks to the constant flashes of lightning that spider-webbed across the sky. At this height howling winds from the storm constantly beat at the young pony, and for such a large creature Fear was much faster than Rainbow would have ever thought possible. However, he had made a mistake thinking he could outrun her, and with a grim smile the pegasus began to gain on the soaring beast.

“I’m not letting you get away from me!” she snorted angrily, drawing closer with each passing second. Up ahead Fear glance back at his pursuer, surprise momentarily flashing across his face as the blue pegasus continued to close the distance between them.

“So… you would indeed chase me?” The creature growled, his voice carried on the wind as he returned his attention to the tall mountains ahead. “And your speed is not an exaggeration I see. Very well then…”

Rainbow gritted her teeth in frustration as Fear’s gigantic form began to shrink before her very eyes. Within moments the monster was but a fraction of his former size, though still considerably larger than the pegasus chasing him. Even so, his new size seemed to grant him renewed speed, and with a sneer the serpentine-beast began to slowly pull away from the pony.

However, the smile did not remain on his face for long,

Rainbow drove herself ever onward, her wings straining against the howling winds. She had to admit that Fear was not a bad flyer. Against anypony else he might even had stood a chance. But Rainbow was the fastest flyer in all of Equestria, and there was no way she would let him get away with her Element!

With an angry scowl the pegasus drew out every last ounce of speed her wings could muster, and soon enough the distance between the pony and monster began to close yet again.

With an infuriated roar Fear suddenly changed direction, forcing Rainbow to rapidly bank left so that she could resume the chase. A few moments later the creature shot skyward before rapidly coming about to dive towards the ground. Again and again the serpentine-dragon spun in the air as he attempted to lose his pursuer. Yet no matter how hard he tried, the pegasus managed to stay right behind him.

Far below Twilight and the other ponies continued to chase after the two flyers, watching with a mixture of unease and fascination as Rainbow and the monster soared through the lightning-filled sky.

“Well I’ll be!” Applejack muttered, her face grim as Fear once again took off towards the mountains. “It sure looks like Rainbow’s givin’ him a hard time.”

“You can say that again.” Rarity responded, panting slightly as she struggled to keep up with the galloping earth pony. “Fear or not, what was he thinking trying to outrun Rainbow in the air like that? She’s always bragging about how fast she is.”

“And not without reason.” her friend chuckled. “There ain’t no way he’s gettin’ away from her.”

“What I don’t understand…” Twilight pondered aloud. “… is why he flew off in the first place. The Elements didn’t work. So why steal Rainbow’s and run?”

“It is a might suspicious.” Applejack agreed with a small nod. Suddenly a curious expression crossed over the young pony’s face as she dropped back to run at Twilight’s side.

“You think he might be up to somethin’?”

“I don’t know.” The unicorn replied uneasily. “But it wouldn’t surprise me. I just wish I knew why the Elements could not destroy him! Or why they did not at least trap him like Discord.”

“Maybe he was an Illusion?” Rarity suggested while looking towards Twilight for her opinion.

“Sure!” Applejack agreed with an approving nod. “Just like that there hocus-pocus he used to make us think my sister was here.”

“Maybe…” Twilight muttered uncertainly, but a moment later her eyes went wide with excitement as a sudden realization struck her.

Applejack and Rarity traded each other confused glances; clearly taken aback by their friend’s sudden change in mood. However, the pair chose to remain silent and waited for the purple unicorn to explain herself. Eventually she did just that, her voice growing more excited with each passing moment.

“If he was just an illusion…” Twilight explained as her violet eyes twinkled with excitement. “… then that would certainly explain a few things! Like why Fear didn’t try taking one of our Elements earlier. If the first time he appeared he was just an illusion, then he wouldn’t have been able to touch us. If he had it would have broken the spell and the image would have disappeared just like Applebloom did earlier.”

“You don’t say...” Applejack remarked as high overhead Fear gave another loud roar before changing direction yet again. A moment later Rainbow Dash whipped around to keep up her pursuit.

“How do you know so much about illusions Twi?”

“I’ve done quite a bit of reading on them.” the unicorn explained with a proud smile. “Chapters 11 through 25 of Advanced Spells and Enchantments were all about illusions. According to the author, they are a very ancient form of magic. And if Fear really is as old as he claims to be, then that might explain why a creature like him prefers them so much.”

“So are we to believe that dreadful thing Rainbow is chasing is also an illusion?” Rarity asked as she glanced skyward towards their friend.

“No!” Twilight answered quickly with a shake of her head. “The fact he could hold the necklace means he was real! A physical being! Of course that in itself explains why Fear ran off with Rainbow’s Element before we could use our power a second time. Once he revealed his true-form he could not risk us using the magic of Harmony on him! That means despite all his boasting, he is afraid of its power.”

“And that means we can beat him!” Applejack shouted excitedly.

“Assuming we can get the Element he stole back.” Twilight pointed out as she peered up towards the sky. “But we need to be careful. I’m sure he came this way for a reason, so keep your eyes out for anything suspicious like a…”

“Creepy cave?” Fluttershy squeaked, causing Twilight to glance back at the yellow pegasus who flew behind them

“Yes Fluttershy.” Twilight agreed. “We’d definitely want to watch out for something like…”

“No! Creepy cave! CREEPY CAVE!!!!” the pegasus shouted, causing the group to skid suddenly to a halt.

Twilight looked to where Fluttershy was pointing with her hoof, and a flash of lightning immediately revealed what had startled their friend. The trail on which the ponies now found themselves ran parallel to a large cliff, and carved into the rock face was a gaping cavern easily ten paces across.

It was hard to say for sure. But judging by the steel rails that could be seen at its mouth, Twilight guessed the cave was an entrance to the Manestown Mines.

“Well… that sure is down-right spooky.” Applejack remarked nervously as another bolt of lightning illuminated several mine-carts at the mouth of the cavern.

“Quite spooky indeed.” Rarity groaned while Twilight continued to study the gaping hole. “And don’t forget… dirty.”

The white unicorn trembled at the last word and Applejack sighed in annoyance.

“Really Rarity?” The earth pony snorted as she gave her friend a disbelieving stare. “With all the stuff happenin’ right now, you’re worried about a little dirt?”

“Girls…” Pinkie Pie started anxiously, but was interrupted by a dignified sniff from Rarity.

“But of course Applejack. You are talking to a lady after all.”

“Girls…!” Pinkie Pie tried again, but failed to get their attention as Applejack shot back at Rarity with a most un-dignified snort.

“Will you quit it with that ‘lady’ talk! I don’t need you gettin’ on my nerves Rarity. Not now least of all.”

“GIRLS!!!” Pinkie yelled, causing her four friends to stare at her in confusion.

“What?” Rarity and Applejack asked at once, shooting each other aggravated glares as they did so.

“We… may want to move.” The pink earth pony replied anxiously, holding her rapidly shuddering tail for them all to see. “Now! Twitchy twitch-a twitch!”

All four ponies took only a single glance at Pinkie’s quivering tail before jumping from the path. No sooner had they leapt out of the way than there was a shuddering thud as Fear plunged out of the sky and slammed into the ground where the friends had been standing but a moment earlier. The force of the impact was enough to crack the rocks beneath the monster’s claws, but the scaly beast seemed completely unfazed as he glanced angrily skyward. Sure enough, Rainbow Dash could be seen diving headfirst after him.

With an enraged growl Fear took off once again, flying directly into the cave across from the ponies and disappearing from sight. Rainbow did not hesitate for an instant, and before her friends even had a chance to call her name the blue pegasus disappeared into the depths of the cavern as well.

Not knowing what else to do, Twilight simply stared in complete shock as Rainbow’s tail vanished into the shadows of the mine. Glancing over at Applejack she saw her friend’s green eyes were as wide as saucers while her mouth hung open in utter disbelief.

“Did… did she just chase a monster into a pitch-black cave?” the orange pony gasped, sounding as if she couldn’t believe the words coming out of her mouth.”

“Yes…” Twilight confirmed, incredulity no less evident in her own voice. “… yes she did.”

“She really is one brave pony.” Applejack sighed, reminding Twilight of the same words she had spoken that morning in Ponyville. “Crazy! But brave.”

“That is putting it very politely.” Rarity snapped. “Personally I would have said ‘foolish’ before anything else.”

“Well foolish or not, we can’t just let her go in there alone.”

“No we can’t.” Twilight agreed as she ran towards one of the mine-carts at the tunnel entrance. For several moments the unicorn studied the metal cart carefully before giving an excited yell. A moment later her horn flashed brightly and the inside of the cave was bathed in a warm orange glow as a pair of lanterns hanging from the front of the cart flared to life.

“Come on girls! Let’s get going before they’re too far ahead!”

Applejack and Pinkie Pie were at Twilight’s side almost immediately, however, their remaining two friends were not quite so willing to enter the gapping cave.

“But… the dirt!”

“Rarity!” Applejack snapped angrily, earning a defeated sigh from her friend.

“Alright!” the unicorn grumbled as she trotted to join the others. “But Rainbow will owe me a week of spa treatments after this. It will take at least that long to get my mane clean again.”

Once Rarity joined them the four friends turned expectantly to Fluttershy who still stood wide-eyed in front of the entrance.

“Come on sugar cube!” Applejack shouted encouragingly. “We need to hurry.”

“B…but…” The shivering pegasus stammered, her eyes seeming to grow wider with each passing second. “I can’t! It’s dark, and scary, and…”

“Fluttershy, we need to go now!” Twilight pressed anxiously as she lit additional lanterns on another cart. “Rainbow might need our help, and we can’t leave her in here all alone can we?”

“N…n…no!” Fluttershy squealed, clearly on the verge of tears. “We need to find her! But…”

*CRACK*

With a sound like a mountain splitting in half, a bolt of lightning struck a tree only a few paces from the edge of the trail. Before the flash had even faded from their vision Applejack grunted in surprise as the air was knocked from her lungs. Glancing down the earth pony gave a soft chuckle and patted Fluttershy comfortingly on the head as the terrified pegasus pressed up against her friend’s side.

Nopony could move faster than a frightened Fluttershy!

With a nod Applejack turned to Twilight who seemed to be finishing her inspection of the two mine carts.

“Well we’re all here now. What’s next Twi?”

“I think these are our best bet.” The unicorn replied, motioning to the pair of mine-wagons. “Each one looks big enough to carry at least three of us.”

"You must be joking." Rarity gasped as she stared with dread at the thick layer of grime coating the metal bins. “You expect us to ride in… these? They’re filthy!”

“It’s the only way.” Twilight pointed out simply. “How else are we supposed to catch up with Rainbow?”

Rarity grimaced slightly, but nodded as she carefully climbed into the front cart. The unicorn tried her best to not disturb the dirt lining the interior of the bucket, but was forced to give up her futile attempts as Pinkie Pie jumped in next to her and sent up a giant cloud of dust.

“Oops” The pink pony apologized sheepishly as Rarity shot her an angry glare.

"So... how far do you reckon this here tunnel goes?" Applejack muttered uneasily, moving to stand next to Twilight.

“If this is an old mine, there’s no telling how deep it is.”

"I… I hope it’s not too far." Fluttershy whispered as she climbed hesitantly into Rarity's cart as well.

"Well I know one way to find out!" Pinkie giggled, reaching for a lever at the front of the wagon.

"Pinkie…?" Rarity whispered nervously, her eyes going wide when she saw what her friend was reaching for.

“Welcome to the Pinkie Pie Pony Express.” Her friend laughed, giving Rarity and Fluttershy a wink. “Please keep you wings and hooves inside the ride at all times.”

“Pinkie, I really think we should…”

“HOLD ON TO YOUR TAILS GIRLS!!”

The pink pony slammed the lever forward with all her might, and immediately the cart and its three passengers shot ahead into the tunnel. Even over the loud rattle of the tracks Twilight and Applejack could hear Pinkie’s excited laughter… and Rarity’s terrified screams.

As the clattering cart disappeared around a bend in the tunnel, Twilight gave Applejack a smirk before climbing into the remaining wagon.

“You know…” she sighed while waiting for the other pony to jump in. “… I’m beginning to think some of our friends may be a bit reckless.”

With a chuckle Applejack jumped in behind her friend before glancing one last time towards the cave entrance.

“At least that’s just Pinkie being Pinkie Pie. Rainbow has no excuse!”

Twilight’s horn glowed softly, and immediately their cart shot forward in pursuit of their friends. The loud rumble of the wagon over the metal rails was deafening, and both ponies found themselves covering their ears as the sound resonated off of the narrowing tunnel walls. The lanterns hanging on the front of the cart tried their best to dispel the surrounding shadows, but the most they could manage was to cast an eerie orange glow on the ground that rushed beneath them.

As the wagon traveled onward trough the mountain, several times the soft light of the lanterns revealed an offshoot of the tunnel in which they now found themselves. The speed of the cart always carried them past these passageways far too fast to see anything clearly. However, after every new tunnel Twilight could not shake the feeling that something was watching them as they passed.

Staring at them from just beyond the lantern’s glow.

The unicorn knew it was just her imagination. After all, in situations like this the mind was compelled to play tricks on itself. But even knowing this did nothing to stop the hairs of her mane from standing on end. And instead the feeling remained, like a whispering voice in the back of her mind.

The farther into the depths of the mountain they went, the more nervous Twilight found herself becoming. As of yet there was no hint to show that Rainbow Dash had passed this way. Nor was there any sign of the cart carrying Rarity and the others. Though she tried as hard as she could to listen for something… anything… to hint at where their friends might be, the purple unicorn could hear nothing but the rattling of the track beneath their wheels.

After several more minutes of travel, Twilight felt Applejack tap her gently on the shoulder.

“So Twilight…” the earth pony called out, pressing close to her friend to be heard over the din. “I’ve been thinkin’ about what you said earlier. You know, about Fear’s illusions and such? What if we do find Rainbow and get her Element back? How in Celestia’s name are we gonna fight him if we can’t even tell what’s real?”

“I wish I had that answer.” The purple pony responded with a quick glance at Applejack. “Ever since I realized Fear’s first appearance was just an illusion, I’ve been trying to remember everything I’ve read on that type of magic. However, illusions are… complicated.”

“I don’t like the sound of that.”

The earth pony fell silent and Twilight felt her stomach churn slightly as the cart hit a sudden dip in the tracks. However, the freefall lasted for only a few moments before the railway evened out once again.

Peering back the way they had come, the unicorn felt her ears wilt at the sight of the rails disappearing into darkness behind them. If they continued on much longer at this pace it could take a whole day to return to the surface again. Perhaps even longer considering they’d be climbing up hill. However, such dark thoughts were interrupted as Applejack gave Twilight another tap on the shoulder.

“Come on Twi!” the orange pony urged, pulling her friend’s attention back to their conversation. “You’re the smartest gal I know! With all them books of yours, you must have some plan brewin’ in that head of yours.”

“Well…” the unicorn responded hesitantly. “I do have one idea. But I don’t know if it will work. And then even if it does, I can only see it giving us one chance.”

“Cheer up sugar cube.” her friend chuckled while giving an encouraging smile. “It’s us you’re talkin’ about here. We’re your friends! One chance is all we need!”

Despite those brave words, Twilight was not sure she shared her friend’s confidence. Her doubt must have been obvious, because a moment later Applejack tussled her mane playfully.

“Now don’t you go givin’ up on me Twilight. As long as we’ve got each other, there ain’t no way we can lose. Just you wait and see! We’ll rescue this town and get back to the princess faster than Big Mac can eat a pie. After all, there’s no way Fear can stand a chance against our friendship.”

Twilight found her gaze drawn to her friend’s warm green eyes, and despite herself the unicorn felt a smile spread across her face. Applejack was right! Their group had faced hard times before, first with the return of Nightmare Moon and then again during Discord’s escape. But no matter what enemies appeared! No matter what dangers they had faced! Their friendship had held strong even during the darkest times.

Facing Fear would be no different!

“Twilight! Applejack!”

Spinning around at the sound of Pinkie’s voice echoing along the tunnel, Twilight shielded her eyes as a bright glare suddenly appeared in the distance. Blinking to allow her eyes the chance to adjust, the unicorn watched nervously as the end of the tunnel quickly approached. Within moments the cart burst forth from the narrow passageway and entered a large well-lit cavern, a loud screech of metal against metal ringing through the air as the speeding cart skidded along the rails before Twilight’s magic could bring it to a halt.

“Oh thank goodness you two are alright!” Rarity called out, her tone one of relief as she moved to meet the newly arrived ponies. “I was worried something had happened when you weren’t right behind us. Then again, I suppose Pinkie was going slightly faster than any SANE pony would.”

As the white unicorn glared at Pinkie Pie, their friend simply giggled and ran to join them.

“Did you see us Twilight?” the pink earth pony shouted as she danced around the cart. “That was so much fun!!! I wish Ponyville had a place like this! In fact… why don’t we have a place like this? We really should have a place like this! What if…”

Twilight ignored Pinkie for the moment and carefully climbed down from the wagon as she surveyed the cave in which the friends now found themselves. The ceiling of the massive cavern rose well out of sight, and all along the walls lay the entrances to yet other mine shafts. As she let her gaze pass from one entrance to the next, the unicorn counted at least ten such passageways branching off from the cave. Any one of which Rainbow Dash could have taken.

While Pinkie Pie continued to prance gleefully about them, Twilight felt her stomach sink.

How in Equestria were they supposed to their friend now?

The unicorn’s dark ponderings were interrupted as Applejack suddenly leapt down from the mine cart and landed at her side.

“Golly!” the orange pony exclaimed as she stared at the strange glow illuminating the cavern around them. “Now where is all this light coming from? Was this your doin’ Rarity?”

“Not at all!” the purple-maned unicorn replied with a shake of her head. However, she seemed very excited as her horn shimmered blue and a small light lifted itself gently from the ground at their feet. Both Twilight and Applejack stared in awe as a tiny star-shaped gem floated in the air before them. Though it was small, the strange stone gleamed brightly with a glow fierce enough to overpower the orange flicker of the mine-cart lanterns.

“Do you know what this is?” Rarity exclaimed eagerly as she reached out to touch the glowing gem with her hoof.

Applejack stared quizzically at the stone for several moments before giving a small shrug.

“No, can’t say that I do.”

“It’s a Starlight Sapphire!” her friend responded excitedly, jumping up and down with glee. “These are some of the rarest crystals in Equestria. Why anypony would leave all these beautiful gems simply lying around here is beyond me.”

“It looks like the miners were using them to light the tunnels.” Twilight reasoned.

“What a shame.” Rarity moaned as she looked around at the hundreds of shimmering stones dotting the cavern. “These would look simply marvelous on a new dress I’m designing. Oh I can see it now! An elegant flowing gown with these beauties lining the skirt!”

The seamstress paused and carefully studied the sapphire held by her magic.

“I’m sure nopony will mind if I just take a few. A dozen at most!”

“We need to focus on finding Rainbow first.” Twilight muttered, earning a reluctant sigh from Rarity as she let the sapphire fall to the ground.

“You’re quite right, of course. But where should we even start? Rainbow could be anywhere by now.”

“How about looking over here?”

At once the five ponies spun around as familiar voice called out happily from one of larger mine shafts. A moment later Twilight's face broke out into a bright smile as Rainbow Dash emerged from the dark confines of the tunnel, shielding her eyes from the light of the glowing sapphires. The blue pegasus’ brightly colored mane was slightly disheveled, and even from where she stood her friend’s could see that the pony was covered head to hoof in dust. However, her smile was confident and she appeared completely uninjured as she moved out from the shadows of the tunnel.

“She’s alright!” Fluttershy shouted happily, giving a very uncharacteristic cheer. However Applejack was not so quick to join in their friend’s jubilation, especially upon seeing the golden necklace hanging proudly about Rainbow’s neck. Instead the earth pony gave Twilight a worried frown before quickly moving towards the front of the group.

“Rainbow, you’re alright! And you got your Element back?” Rarity exclaimed in complete shock. “How in Celestia’s name did you manage that?”

“Now hold your horses!” Applejack snorted, placing a cautioning hoof in front of the white pony’s face to halt her attempts to move towards Rainbow. “How do we know she ain’t some illusion?”

Twilight nodded firmly in agreement, and Rarity’s surprise immediately turned to suspicion as she stared questioningly at Rainbow Dash. After seeing the grim look on Applejack’s face, Fluttershy ceased her cheering and slowly move forward to stand nervously behind Pinkie Pie.

“Hey… what’s wrong?” the blue pegasus asked with a nervous laugh. As all five friends stared cautiously in her direction the newly arrived pony halted several paces away, glancing uncertainly from one face to the next.

“Come on girls… it’s me!”

Carefully Applejack began to approach the confused pony, her eyes unblinking as though she expected the pegasus to leap towards her at any moment.

“Ok Applejack…” the rainbow-maned pony mumbled uneasily. “… you’re officially creeping out now. Come on, it’s me! Rainbow Dash! You know… the bravest pony in Equestria?”

“Oh, I know who you look like. But I ain’t taking any chances.”

Slowly Applejack moved to poke the pegasus standing in front of her. Then, without warning, the earth pony raised her hoof high into the air before brining it down hard on the top of Rainbow’s head.

*Thump*

“Ouch!” Rainbow shouted, rubbing her head gingerly as Applejack’s face broke out into a happy grin. “What was that for?”

“Just testing.” the orange pony chuckled as their friends immediately ran forward to join them. “Twilight said illusions would disappear if we touch ‘em, and I wanted to be sure you weren’t one.”

“Did you have hit me so hard?”

“No, but somepony needs to knock some sense into that thick head of yours.”

“Applejack’s right.” Rarity agreed, trying hard not to laugh as their friend carefully massaged the small bump forming on her head. “Honestly Rainbow, what were you thinking by coming in here all by yourself.”

The blue pegasus smiled sheepishly as she glanced from one friend to the next. She could tell that every pony there had been worried about her, and there was no denying that they were right.

“I’m sorry girls.” she muttered with an apologetic shake of her head. “I didn’t mean for you all to be so worried about me.”

“We’re just happy you’re alright Rainbow.” Fluttershy whispered, causing her friend to blush in embarrassment as the other ponies pressed in around her. “I was so scared when I saw you chase after that monster! How did you manage to get your Element back from him?”

“Why, I gave it to her of course!”

Fluttershy gave a terrified shriek, and in an instant the surrounding sapphires winked out of existence as the cavern was plunged into darkness. Only a small handful of the gems closest to the ponies continued to glow, creating an eerie island of light in the middle of a sea of shadows. Somewhere, far out of sight, a familiar laugh echoed off the walls of the cavern.

“I promised to return her Element if she gave chase, and that is exactly what happened. It was the least I could do. After all, without her I could not have hoped to catch you six.”

“What are you talking about?” Rainbow called out furiously, her hooves pawing angrily at the ground.

Without warning one of the few remaining sapphires ceased to glow, causing the darkness to creep ever closer. As their sanctuary of light began to fail, a pair of burning red eyes appeared in the shadows before them.

“Rainbow, do you really need to ask?” Fear hissed as his serpentine form slowly took shape. “Do you wish for me to tell you a story? The story of how you and I raced through the tunnels of this mountain until I struck a wall and dropped you precious Element? Then perhaps I could tell you the tale of how, as I continued onward, you took your necklace and returned to find your friends; vanishing from sight before I realized you had gone.”

With a loud chuckle the monster spread his wings wide as he peered at Rainbow Dash with a look that bordered on incredulity.

“Was that really what you thought had occurred? Well unfortunately for you Rainbow, as I said that is simply a story. A fantasy! And in this case, reality and fantasy are very different. You thought I crashed, but in reality I dropped your Element only because I wished to! And as for your escape? The reason you were allowed to return to your friends was simply because I willed it.”

“Now that don’t make a lick of sense!” Applejack spat angrily. “Why in tarnation would you do somethin’ like that? Go through all the trouble of stealing Rainbow’s Element just to give it right back?”

“Surely you can guess my reason Applejack. But if not, then simply ask your friends. I can see that at least one of them has already figured it out.”

"It was a trap!" Twilight gasped. "This was his plan all along! He used Rainbow to get us to follow him here."

Next to the unicorn, Rainbow Dash felt her blood freeze as the full weight of Twilight’s words hit her. Meanwhile Fear’s smile widened as his burning gaze turned to focus on her.

If it was true… If this monster really had tricked her…

"Indeed! And a more perfect lure I could not have hoped for. You cannot imagine how grateful I am Rainbow. Thanks to you my task is far easier than I would have ever thought possible."

“Um… Twilight?" Applejack whispered, placing a hoof in front of Rainbow to prevent the pegasus from charging at the monster. "About that plan you mentioned earlier?"

"Right!" the unicorn replied, a small smile forming at the corners of her mouth. “Hang on everypony! Here goes nothing!”

With a roar of wind Twilight’s horn flared suddenly to life as the shadows surrounding the six ponies began to recede. Within moments the young unicorn’s magic had coalesced into a rotating sphere of white light resting at the tip of her horn. The glow of the magic was so bright as to be blinding, and the rays of the rapidly spinning orb continued to drive back the darkness around them. Fear’s smile was quick to vanish, and he gave a roar of surprise as he was forced to shield his eyes from the glare.

“What is this?” the monster snarled. “What do you think you’re doing?”

Rainbow stared in awe as the howling winds continued to gain in intensity, whipping themselves about the six ponies as Twilight frowned in concentration.

“I’m leveling the playing field!”

An explosion like thunder shook the cave as the sphere of magic erupted outwards, bathing the entire cavern in its blinding light. For several moments everything was lost from sight and nothing could be heard but the howling roar of the wind. Then, in an instant, both light and sound vanished to leave the six ponies staring about uncertainly. The shadows that had surrounded them but a moment ago were nowhere to be seen, and the glowing gems which had vanished with Fear’s appearance now shone brightly once more.

The dark-scaled beast could still be seen, but something was different. While the beast’s eyes still burned angrily, there was no sign of the dark mists that had always encircled his body until now.

"What was that Twilight?" Applejack gasped as her gaze rapidly jumped between her friend and the monster standing across from them. “I ain’t ever seen you do somethin’ like that before.”

Though panting heavily from the exertion of her magic, Twilight smiled with satisfaction as Fear seethed with silent rage.

"It’s a new spell. Or at least a reimagining of an old one. I made a few alterations to my failsafe spell. If it works like it should, he won't be able to create any more illusions!"

The serpent’s eyes widened in surprise at the pony’s words. Quickly he held a claw at the ready, and for the briefest of moments a cloud of dark mist hovered above his outstretched palm. However, almost as suddenly as it had appeared the haze vanished into thin air. Twice more the giant tried to summon the mist, yet both attempts failed just as quickly as his first.

“I will admit…” Fear snarled as he angrily clenched his clawed-hand shut. “I am very impressed Twilight Sparkle. I knew that as a student of Celestia you must be truly gifted in the magical arts. But even so, I would never have thought a spell of this complexity to be within your power. It appears I was wrong. Still…”

The anger seemed to drain away from the monster, and a moment later a cold smile returned to his face.

“… this changes nothing! I have far more powers than mere illusions.”

“Actually, this changes everything!” Twilight countered as the crown on her head flared brightly. “Now you have no way to run! No way to hide! This time our magic will be attacking you instead of an illusion!”

As the Elements of Harmony began to glow, Fear quickly rose up onto his back legs. Shock was evident on his face, though it quickly faded as the light of the magical artifacts spread to consume the six ponies. With each passing moment the power of the Elements flared brighter and brighter, and soon images of the jewels themselves began to erupt forth from the whirling storm of light and sound.

“… I see.” Fear sighed, his eyes slowly closing as the magic of the Elements rose up before him. “So the reason you failed before was simply because I was a coward.”

With a roar of sound the Elements reached full strength, their power once again taking the form of a magnificent rainbow that arched gracefully across the cavern towards the motionless beast.

“WHAT FOOLISHNESS!”

Raising a clawed hand, Fear’s eyes flashed open just as the lance of light reached him. With a loud explosion of air the rainbow spear struck the monster’s palm, but unlike before the impact of the magic did not carry it any further. Though the multi-colored lance pulsed with energy and the rocky ground beneath the monster’s feet began cracked under the force of the attack, no matter how brightly the rainbow flared it could not seem to push past Fear’s outstretched claw.

It was as though an unstoppable force had met an immovable object.

The moment the power of the Elements made contact with their enemy, Twilight gave a small gasp of pain. Next to the unicorn Rainbow Dash gritted her teeth as she felt something in the back of her mind begin to strain.

Opening her eyes the blue pegasus watched as Fear stood against the full force of the Elements of Harmony. For several moments he stood there, red eye gleaming as the wind generated by the magic beam whipped fiercely about him. Then, with a deafening roar, the monster took a single step forward.

It should not have been possible! Rainbow knew that! But with her own eyes the pegasus watched as the scaly beast set one foot in front of the other, pressing the power of the Elements back almost a full pace. The moment he did so Twilight cried out in pain, and this was immediately followed by similar cries from Fluttershy, Pinkie Pie, and Rarity.

A searing sensation passed through the back of the Rainbow’s mind, but she managed to bite down to prevent herself from giving voice to the burning ache. Glancing over at Applejack, the pegasus could tell from her friend’s fierce gaze that she was also waging her own silent battle against the pain.

“You know NOTHING!” Fear snarled, stones beneath his feet shattering as he took a second step forward. Once again the rainbow beam was pushed back towards the ponies, eliciting another round of cries from Twilight, Fluttershy, and Pinkie Pie. Rainbow grimaced as another wave of pain shot through her, and with a groan the pegasus attempted to push even more of her energy into the Element at her neck.

Yet something felt… wrong.

“You are simply foals! Fillies playing with tools that are beyond your abilities to use. Since both Nightmare Moon and Discord failed, it seems I must be the one to teach you this lesson!”

Rainbow did not know what had caused it, but Fear seemed angrier now than she had ever seen him. Perhaps it was Twilight interfering with his magic that had set him off. Or maybe it was something only the beast himself was aware of. Whatever the reason, the monster’s rage was terrifying to behold, and for the first time since Luna had given them their mission Rainbow Dash felt her confidence begin to waver.

The serpentine beast looked as though he were about to take another step towards the ponies, but halted his approach as his fiery eyes met Rainbow’s. Slowly the anger left his face, though it was quickly replaced by a sinister grin.

“Do you even understand what the magic is you wield?”

Rainbow gasped as Fear’s words passed through her mind. The creature’s mouth had not moved, but she had heard him as clearly as if he had been whispering into her ear. Glancing around the pegasus could see by the looks on her friends’ faces that they had experienced the exact same thing. Applejack’s eyes were like two points of green fire as she glared angrily at the monster before them. Meanwhile Rarity and Pinkie Pie were obviously trying their best to imitate the earth pony, meeting Fear’s gaze with no hesitation. However, it did not take Rainbow long to tell that Twilight and Fluttershy were nearing their breaking points. Whatever pain she was experiencing, the pegasus could tell that for some reason it was far worse for those two ponies.

“Very well. Since you do not know, I shall explain it to you. After all, it only seems fitting that a being as old as I should share his knowledge. Would you not agree?”

As the creature whispered into their minds, he pressed forward with the hand that kept the power of the Elements at bay. This time even Rainbow could not hide the pain completely, and she found herself clenching her eyes tight against the burning fire that raged through her skull.

“Peace! Harmony! The Elements you wear are the symbols of all that is ‘good’ in this sad little world! And you? As their wielders, yours is the power to dispel evil! To entrap that which is wicked so it can do no harm to those whom you care for. Magic such as this is very special, and has power beyond reckoning when wielded against even the strongest evil! But keeping this in mind… I have only one question for you so-called champions.”

Slowly Rainbow Dash opened her eyes to find Fear smiling wickedly in her direction.

“Am I evil?”

The creature’s words echoed within the pegasus’ mind. As she stared uncomprehendingly into his fiery eyes the pony could sense the serpent’s outstretched claw as it began to squeeze the light generated by the Elements. Slowly a new sound could be heard above the roar of the wind; a cracking like glass being pressed to its limit.

“If you think that is the case… If you think I am a being born of some wicked darkness… Then you will find that you are very much mistaken.”

With a sneer Fear squeezed his claw tight, and in an instant the enchanted light of the Elements shattered while the gale generated by their power vanished into silence. Rainbow stared helplessly as the countless shards of magic seemed to evaporate into nothingness. However, her shock was short lived. For a moment later the young pegasus felt herself falling as something in the back of her mind snapped and the world around her tumbled into darkness.

At least there was no pain.

No need to worry.

With a sigh of relief Rainbow let her eyes close shut as she drifted peacefully into unconsciousness.

Who was she?

Where was she?

Why was she here?

These questions and others like them lingered unanswered in her mind. Around and around they spun, their answers always remaining just beyond the periphery of her thoughts. Yet every time she tried to reach for one, it would simply vanish. Disappearing quietly into the void beyond. Eventually she gave up trying, and instead allowed herself to float undisturbed through the peaceful darkness.

All the while a familiar voice, one whose name she could not remember, laughed gently in her ear.

“You have had your chance. Now… we shall play by my rules.”

Chapter 3

Chapter 3:

Slowly Rainbow felt the haze within her mind begin to fade. Yet despite the clearing of the mental fog, her eyes continued to remain shut tight, and all her attempts to open them ended in failure. Despite this, with each passing moment the pegasus could feel her thoughts growing steadily clearer as her memories began to return.

"Where am I?" the pony mumbled, grimacing at the slurred sound of her words. Her tongue felt like sandpaper against the roof of her mouth, and the warm air that gently brushed past her mane only served to reinforce how thirsty she was.

"What happened?"

As the young mare asked aloud the question at the forefront of her mind, memories continued to resurface. She recalled the bet she had made with Applejack early that morning, and the letter Twilight had received from Princess Luna asking for help. Images of a ruined town, empty and ghost-like, rushed to the front of Rainbow's thoughts, quickly joined by the memory of fiery red eyes…

… Like the gateways of a raging inferno!

With a jolt Rainbow Dash jumped to her hooves, heart racing wildly as adrenaline drove away the sleep that clutched at her mind.

Fear!

The name rang through her head like the tolling of a bell, followed immediately by the memory of a terrifying laugh colder than the darkest winter morning.

Spinning about, the rose-eyed pegasus found herself standing in a cave far smaller than that in which she and the others had last occupied. Along the rocky walls hung six torches, their weak light revealing the bodies of five other ponies lying about her.

Fearing the worst, the young mare felt her blood run cold. Fortunately, her panic was allayed somewhat when Pinkie Pie muttered something about chasing cake. A moment later the pony next to the pink pastry chef gave a low groan.

"Applejack!" Rainbow called out anxiously, rushing to her friend's side. "Applejack, are you alright?"

The earth pony opened her eyes drowsily, blinking as she tried to adjust to the low torchlight.

"Rainbow?" her friend asked uncertainly, readjusting the hat which had fallen to cover half of her face. "I sure am glad to see you. Where are we? What happened to Fear?"

"Why Applejack, are you worried about my wellbeing? How touching."

Rainbow Dash spun quickly around, nostrils flaring angrily as Applejack rose unsteadily to her hooves. Across from the two friends a figure moved within the shadows of the torchlight, and a moment later a ghostly image emerged from the darkness to stand before them. Almost immediately Rainbow could feel the temperature of the cave drop, the torches flickering as though ready to die at any moment.

"It is good to see that you have finally decided to awaken. I was beginning to get bored."

Fear had once again changed in size, appearing far smaller than Rainbow remembered. Yet even with his diminished form, the horns adorning the monster's head nearly brushed the ceiling of the cavern in which the ponies now found themselves. As the black-winged creature sneered in their direction, Dash and Applejack both moved to place themselves between the beast and their still unconscious friends.

"Oh come now." Fear chuckled with a disbelieving shake of his head. "While I am sure your friends appreciate you placing yourselves in harm's way for their sakes, it is a rather useless gesture at this point."

The creature smiled menacingly, and Rainbow was sure she saw his claws grow longer as he took a step towards the group.

"Had I wished to harm them, or you for that matter, I could have done so while you slept."

"So why didn't you?" the blue mare asked suspiciously as Applejack moved back to check on their friends.

There was a moment of silence as Fear simply met the pegasus' gaze, his eyes gleaming far brighter than the torches nearby. Yet despite the chill running down her spine, the blue pony refused to turn away.

Ever since his first appearance, this monster had been toying with her and her friends. But enough was enough! He could glare all he wanted, but Dash refused to allow herself to be intimidated. In this battle of wills, she would not lose!

Fear's eyes narrowed dangerously as he seemed to recognize that the blue pony was not going to back down. However, when he finally spoke there was no sound of anger in his voice. Instead his tone was cold and calculating; devoid of any emotion whatsoever.

"You put on a very brave face little one. However the line between bravery and foolishness is often tenuous, even at the best of times. And though you have failed to recognize the simple truth, it is a line you crossed long ago. Mark my words! You will learn soon enough to regret taking Fear so lightly. But that is a conversation we shall have another time."

A frightened gasp from behind her caused Rainbow to quickly spin about. Nearby Fluttershy lay huddled close to Applejack, her eyes wide with terror as she stared frantically at the cave around them. Rarity stood a few paces away, anxiously tapping Pinkie Pie on her shoulder as the pink earth pony continued to mutter in her sleep. Twilight, meanwhile, rose from the ground and moved quickly to join the others.

Despite herself, Dash felt an enormous wave of relief. Her friends were unhurt.

Unfortunately, such relief did not last for long.

"Now…" Fear continued as Rarity finally succeeded in waking Pinkie. "To answer your question of why I have refrained from harming you. The answer is a simple one. It would have served me no purpose to do so! And of course, it would also have deprived me of much entertainment."

"We ain't some toys for you to play with!" Applejack spat angrily, earning a chuckle from the monster.

"I would never dream of viewing you as such, my dear Applejack." the serpent replied with a sinister smile. "No… you are far more valuable than mere toys."

"If that's the case…" came Twilight Sparkle's voice. "Then why keep us here?"

Rainbow turned around to find the purple unicorn walking to stand at her side. The young mare still wore the Element of Magic upon her head, and for the first time the pegasus realized that all six of the ponies still wore their respective Elements.

Why had Fear not taken them while they were unconscious? Did he really think so little of their power?

"Well?" Twilight pressed as the rest of their friends moved to join them. "Are you planning on keeping us as prisoners?"

"No, nothing of the sort." The winged beast snorted, waving a claw dismissively through the air. "My motives are grander by far."

As he spoke a loud rumbling arose from behind the monster, and the six ponies were forced to cover their heads as the far wall of the cave crumbled away in a storm of tumbling rocks and dust. For several moments Rainbow could see nothing through the fog of dirt. But as the dust began to settle, the young mare could make out that a strange shape had been revealed thanks to the sudden rockslide.

Embedded in the wall was a pair of massive doors, larger by far than even those set at the entrance of Canterlot Castle. The gigantic slabs were carved from pitch-black stone, yet their surface gleamed in the flickering light of the torches. The faces of the doors were adorned with intricate carvings, depicting a great number of nightmarish creatures. Enormous beasts and monsters roared angrily as the small forms of earth ponies, unicorns, and pegasi cowered before them; their forms frozen for eternity in the midnight colored stone. Around the edge of the giant doors were inlayed strange golden symbols, the likes of which Rainbow Dash had never seen before. Yet while the blue pony had no hope of reading the words, their meaning could not have been clearer.

No good was to be found on the other side of this doorway.

"Welcome!" Fear intoned, bowing his head in mock greeting. "You who wield the Elements of Harmony. You who have been declared champions of Equestria. Welcome to the Shadowed Gates! The entrance to my domain."

While her other friends glanced uneasily at one another, Rainbow watched as Twilight carefully studied the perimeter of the cavern. For her part, the blue pegasus did not bother taking her eyes off of Fear. She already knew what the unicorn's examination would reveal. These evil doors were the only way in or out of this prison.

"What do you mean by 'your domain'?" Twilight demanded angrily. "Where are we?"

"Far beneath the roots of the mountain, past the winding mines through which you have already traveled. Long ago, I made my home here within the dark caverns of the world. That is where you now find yourselves."

"But why?" Applejack shouted, gritting her teeth as their enemy gave a cold laugh. "If you ain't plannin' on keepin' us as prisoners, then why bring us here?"

"Because I have grown tired of waiting for you six to understand that you simply cannot win against me. I have also begun to lose all hope that you will learn from your mistakes. Twice now you have attempted to defeat me using your precious Elements. And twice you have failed utterly. Yet despite this fact, I am sure you would try again if given even the smallest opportunity. After all, if you ponies have shown me anything, it is that your faith in your friendship far exceeds your ability to draw upon its power."

Fear's burning eyes flared dangerously, and for a moment the carvings on the gates behind him seemed to come to life. Rainbow could not tell if some magic was at work, or if it was simply her mind playing tricks on her. But if she did not know any better, the pegasus would have sworn that the stone beasts were watching them even now, shifting restlessly as the lights of the torches played across them.

"Your stubbornness is commendable, if rather annoying. However, the time has come to cease humoring you and your pathetic attempts. It is my turn now little ponies! Though you choose to deny it, the game has changed! Now... we play by my rules!"

With an angry snort Rainbow Dash took to the air. She was ready to accept any challenge the monster could throw her way, and planned on telling him as much. However, the moment the black-scaled beast's gaze turned to her, the pony felt the boast die in her throat.

"Before you say anything..." Fear snapped angrily. "Allow me to clarify the situation you now find yourselves in. Champions of Equestria or not, you stand at the entrance of my sanctuary; the location where all my powers are at their apex. What you witnessed on the surface, and even during our last encounter, were but fractions of what I am truly capable of. Until I have dealt with you six and completed the task assigned to me, I am unable to reveal my true nature while I walk the world above. But here? Here I can call upon my full strength with no hesitation! Here I am without limits!"

The monster spread his wings wide, and as he did so Rainbow felt the air leave her lungs as a tremendous force slammed the pony against the cavern floor. Giving a startled cry of pain she franticly attempted to rise off the ground, legs shaking as they fought against an invisible weight that now covered her entire body. But no matter how hard she fought, it was as if all strength had left her. Unable to move, the trapped pegasus watched helplessly as their enemy glanced from one pony to the next. Behind her, the sounds of her friends gasping for breath drove the mare to try yet again to stand. But it was no use. Instead she could only continue to struggle as Fear gave a rumbling chuckle.

"Stop!"

Rainbow turned her head as best she could towards the angry shout, and immediately her eyes went wide as she beheld Applejack rising to her hooves. The orange pony's hat had fallen from her head, and her blond mane was pressed flat against her neck by whatever dark force Fear was using to trap them. Yet even though her legs threatened to give way, the earth pony's green eyes held a fire to match the monster's own burning gaze.

"Let… them... go!" Applejack growled, fighting to get the words past the suffocating pressure that enveloped her.

"Interesting..." Fear muttered, cold sneer fading slightly from his face. "Most interesting indeed. I did not think any of you would be able to breathe, let alone stand."

"I said, let 'em... go!"

"Oh? And what, might I inquire, do you plan on doing should I refuse?"

The monster lowered himself slowly to the ground, and soon was looking the young pony eye to eye. His voice was low, but it held a strange air of amusement as he studied the young apple farmer.

"Forgive me, Applejack. But I hardly think you are in any position to make demands of me. Your friends lie helplessly around you; forced to their knees by my mere presence. And you? I could send you sprawling with but a gust from my wings."

Despite Fear's words, Applejack took a wavering step towards the dragon. As she did so Rainbow gritted her teeth angrily. How could she simply lie here and allow her friend to stand alone against something like this? As she tried yet a third time to rise to her hooves, the blue pegasus heard Applejack's voice rise again.

"I don't give..." the earth pony gasped, the Element around her neck glinting in the torchlight. "... two licks of an apple core just how strong you are. I ain't... I ain't goin' to allow you... to hurt my friends."

Applejack stood alone against their foe, and Rainbow Dash felt new energy surge through her body. Her friend was giving it everything she had to fight for the others. Even though she did not stand a chance, she refused to back down from Fear.

There was no way Rainbow would let her suffer alone!

Rallying all of her strength for one last attempt to rise, the pegasus set her front legs carefully beneath her chest. One at a time the blue pony positioned her limbs beneath her, panting at the effort required to even accomplish an action as simple as moving a hoof. It was a slow process, and not without a fair amount of pain as she fought to lift herself off the ground. However the sight of her friend drove the mare onward, and with a loud groan she pressed herself away from the rocky cavern floor.

"You heard her!" she shouted angrily, causing Fear to turn suddenly in her direction. Annoyance was quick to replace shock on the monster's face, but Rainbow ignored his angry glare as she struggled to take a step towards Applejack.

"We don't care how strong you are! Let our friends go, or you'll regret it!"

"Rainbow..." Applejack muttered, smiling her thanks even as her legs appeared ready to give way.

"And so another one rises as well." Fear snorted, not even bothering to hide his ire. "So... 'bravest pony'... even now it seems I am not free of you idle boasting."

The monster fell silent, his eyes studying the rainbow-maned mare carefully before returning once again to Applejack.

"Your strength is impressive Applejack." he commented with a small nod. "And your will is powerful indeed if you can still stand while in the presence of my true form. Yes... I think I shall allow you to go first."

The monster seemed to relax himself, and as he did so Rainbow felt the oppressive weight vanish from her back. Immediately both she and Applejack spun around and ran to their friends' sides.

"That was but a taste." Fear growled, drawing a scowl from Dash as the pegasus gently lifted Fluttershy to her hooves. "A small demonstration of what I can accomplish here. Let it serve as a warning as well! To expect only illusions from me would be a grave mistake on your part. Know now 'champions,' that here my will is law! My thoughts... reality!"

The monster paused, a malicious grin spreading across his face.

"Now that we have an understanding, allow me to prove that I am not completely without compassion. You have certainly proven to be entertaining, so I feel that it is only right to give you six a fighting chance."

Turning around, Fear pointed a claw towards the two doors he had named the Shadowed Gates.

"Before you lies a path. One that traverses the entirety of my sanctuary. At the very end is your salvation. An exit of sorts. One capable of returning all six of you to the surface. If you can make it to the end of this path, you will be able to return safely home. A simple enough quest, is it not?"

As the scaly beast grinned in her direction, Rainbow Dash set herself protectively in front of Fluttershy. From behind her the young mare could hear Applejack as she helped Twilight and Rarity off the ground. By the sounds of it both unicorns were unscathed, if a bit shaken. Unfortunately Rainbow did not think she could say the same for Fluttershy. The yellow pegasus' panicked gasps were easily audible over the deathly silence of the cave; and with each of her friend's terrified breaths Rainbow could feel her own rage climb higher and higher.

How dare this monster hurt her friends! It was one thing if he wanted to harm her. She could take it! But to attack her friends like this was unforgivable!

Never in her life could Rainbow remember experiencing anger such as this.

"After all you've done?" Twilight scoffed, shaking her head disbelievingly. "Invading Manestown! Attacking the princess! Kidnapping us! You expect us to think that after all of this, you'll just allow us to walk away? I find that hard to believe."

"As you should." Fear replied with a knowing smile. "You are right of course, Twilight. It would be no fun if I simply allowed you to leave. No! Instead, between here and your goal lie six gates that must be opened. Six challenges which you will need to overcome. Do this, and I will admit that you are indeed the champions Celestia believed you to be."

"And should we refuse?" Twilight inquired, eyes narrowing suspiciously."

"You won't." Fear answered with an unconcerned shrug. "I know for a fact that you will agree to play this little game of mine."

"And why is that?"

"Because agreeing to my challenge will give you the one chance you still have left."

The monster's smile widened into a wicked grin as Rainbow glanced questioningly towards Twilight.

"If you refuse..." Fear continued, turning his back on his captives to make his way towards the dark gates. "... you give up any chance of returning home. Your magic is not enough Twilight, and you know it! You cannot carry yourself to the surface, let alone your friends. Instead, a refusal on your part will mean that you six shall remain here! Trapped forever in the dark depths of the earth!"

With a growl the monster spun suddenly around, a small cloud of dark mist flowing forth from his open mouth.

"However, if you choose to enter here! Then there is still hope. Perhaps I will slip up and make a mistake, one that will allow you to get away. Or maybe you shall finally discover a way to defeat me once and for all."

Despite his words, the dragon-like figure gave a smile to show he did no believe a word of it.

"It is a small chance. A fleeting hope that will surely amount to nothing. And yet it is hope nonetheless. Are you really going to tell me that you will refuse such an offer?"

Twilight was silent, and Rainbow Dash found herself carefully contemplating Fear's words. Although she hated to admit it, the monster was right. To stay here, stuck in this cavern was to admit defeat. And while their other choice was not much better, it offered their only chance of escape.

Glancing towards the dark forms of the Shadowed Gates, the young mare found her thoughts spinning far faster than she was used to.

Things just did not make sense! Fear's offer was a trap. Of that Rainbow had no doubt. But why? Here in this cavern she and the other ponies were prisoners in every sense of the word. And yet Fear was not content with that. What was he playing at? Why go through all the trouble to trap them down here, only to offer a path to escape?

Already the pegasus could feel a headache beginning to form. Plans and schemes were never her specialty. Her style had always been to charge in head-first. And yet... that's what had gotten them into this mess, wasn't it?

"If we agree..." Twilight muttered, her voice immediately pulling Rainbow back to the present. "How do we know you're telling the truth?"

"Truth?" Fear laughed, clutching his chest dramatically as though he had been stabbed. "You wound me Twilight. To know that you think so little of me. I promise that I shall not lie to you, is that not enough?"

The monster paused, and as all six ponies stared incredulously up at him the serpent gave a defeated sigh.

"Very well! If you are so worried about the truth, then I shall set your mind at ease. Tell me Twilight Sparkle, what do you know of the Ethereal Laws?"

"Ethereal Laws?" the unicorn repeated under her breath, clearly unsure. However, a moment later the young pony's eyes went wide in shock. Meanwhile Rainbow Dash gave Rarity a confused shrug, hoping that the other unicorn would have some idea as to what the monster was talking about. Unfortunately a small shake of the seamstress's head was enough to confirm that this was something only Twilight was meant to understand.

"Yes." Fear chuckled darkly. "An ancient magic formed so long ago that even I cannot remember its creation. But in the end, how the Laws came to be is unimportant. After all, they are beyond the comprehension of mere ponies. But for beings such as myself, they are an inseparable part of what we are. Even Discord was not free of their influence, however much he enjoyed pretending otherwise."

"I was told…" Twilight began hesitantly. "That they are from the Dawn of Time."

"Your teacher would be proud." Fear stated coldly, and had Rainbow not known any better she would have said the monster gave Twilight an approving nod. "The Laws are the power from which all else is derived. And for beings such as I, we must decide by which of these Ethereal Codes we choose live. That decision molds us… shapes us… and dictates how we may interact with this world of yours."

Rainbow Dash stared uncomprehendingly as Fear paused. His words meant nothing to the pegasus, and judging by the looks on Applejack's and Pinkie's faces, she was not alone. However, for Twilight it seemed to be a different story altogether. The unicorn appeared torn between fascination and utter contempt for the one speaking.

"If that's true…" the purple unicorn muttered. "… then even now these laws place limits on you. But how is that supposed to make us trust you."

"Because..." the black serpent explained, his tone cold and measured. "The 'limit', as you call it, which they place on me is one that I am sure you can appreciate. For when I give my word, I am compelled to keep it..."

Fear's smile faded slightly, and for the briefest of moments regret seemed to pass across his scaly face.

"...whether I wish to or not."

The cave fell into silence, and Rainbow found herself stunned as the full significance of the beast's words hit her.

"But that means..." Twilight gasped.

"Indeed! It means that because I have promised not to lie, from now on I am bound by a power far older than myself to speak only the truth to you six ponies. Similarly, should you pass the challenges I have set for you, I now have no choice but to allow you to return home unharmed. Given your current position, I think this is more than fair."

Rainbow stared disbelievingly in Fear's direction. How in Celestia's name could this monster think they would be so easily fooled? Applejack seemed to be of a like mind, for as the serpent fell silent the orange pony gave a heartless laugh.

"There ain't any way we'll believe you."

"Believe me or not..." Fear snorted. "In the end, it does not matter. Even if you choose to distrust every word I speak, you are still trapped here. Disbelief will not change that simple truth."

As the serpent grinned in their direction, Rainbow Dash watched as Twilight turned from one friend to the next. It was obvious that the unicorn was carefully considering Fear's words.

"Twilight..." Rainbow began. "He's lying!"

"But he's right." her friend responded with a solemn shake of her head. "There's no other way out."

The blue pegasus pawed angrily at the ground as the other ponies threw each other uncertain glances. Applejack obviously did not like what she was hearing. Nor did Rarity, for the white unicorn had a look on her face that made it appear as though she had swallowed something utterly disgusting. Nearby Pinkie Pie giggled nervously as she watched the carvings of the Shadowed Gates dance in the torchlight, while Fluttershy simply shook her head vehemently towards Twilight.

"No!" the yellow pegasus squeaked, her trembling voice causing Fear's smile to widen. "We can't go in there!"

"Fluttershy..." Twilight whispered, walking to stand next to her terrified friend. "We need to get out of here. Princess Celestia is counting on us."

"I know..." the frightened pony moaned, tears forming at the corners of her eyes. "But we can't go that way!"

"I'm afraid Twi is right sugar cube." Applejack admitted, though somewhat reluctantly. "If we don't wanna stay stuck done here, we ain't got no choice."

Despite their insistence, Fluttershy continued to shiver. Giving the pegasus a warm smile, Applejack nudged her friend comfortingly.

"I know you're scared." the earth pony whispered quietly to Fluttershy. "We all are. But I promise you... I ain't gonna allow him to do anything to hurt you. You trust me, don't you?"

The pegasus looked up into her friend's eyes, and Applejack's smile widened. Slowly Fluttershy's frightened quivers ceased, and as she met her friend's warm gaze the yellow pony smiled in return. Then, with tears still glistening in her eyes, she gave a small nod of consent.

"Don't worry Fluttershy!" Rainbow Dash concurred as she flew to her friend's side, earning a glare from Fear. "We're getting out of here, no problem."

"Be very careful Rainbow." Fear growled, his words eliciting an angry snort from the pegasus. "For it is unwise to tempt fate… or me… with such a boast."

While the rose-eyed pony continued to frown in the serpent's direction, Applejack ignored his taunts and continued to comfort Fluttershy

"Very well then." Fear intoned, causing the six ponies to jump slightly as his body suddenly faded into a cloud of dark mist. "The challenge is accepted! Come, so-called champions! Let us see whether you are truly worthy of wielding the Elements."

As the dark figure vanished the Shadowed Gates swung slowly open, generating a cacophonic rasp as they scraped against the rocky ground. To Rainbow it was as if the monstrous rocky carvings on their surface had indeed come to life and were now roaring their displeasure. Despite her attempts to hide it, the pegasus's colorful tail quivered at the grating sound.

After several moments the doors came to a sudden halt, leaving a gaping tunnel lying before the six ponies. The group tried as best they could to see the passage's end, but the cavernous burrow disappeared into shadows as it traveled away from them. The interior was as dark as the gates that guarded its entrance; completely unlit save for the torchlight escaping their cave.

"Oh my..." Rarity muttered as she gave a visible shudder. "I don't suppose we can change our minds, can we?"

"Not unless you plan on eatin' rocks for dinner." Applejack replied, eliciting a resigned sigh from her friend.

With a determined frown, Twilight slowly made her way to the tunnel's entrance, glancing back over her shoulder only long enough to encourage the others to follow.

"Come on girls. We still have a town to save."

The other ponies nodded and slowly made their way after the unicorn, though as they did so Rainbow thought she heard the purple mare whisper two words under her breath.

I hope…

Carefully the six made their way into the gaping tunnel; Twilight walking ahead of the others with Rainbow taking up a position at her side. Rarity and Pinkie Pie both followed close behind, with Applejack choosing to keep an eye on Fluttershy at the rear of the group.

*BANG*

The instant the last two ponies passed through the arching gateway, the massive doors slammed shut with a thunderous crash. Both Fluttershy and Rarity screamed loudly, and even Rainbow found her own heart racing as the group was immediately plunged into total darkness.

"Hang on everypony!" came Twilight's voice from the shadows. "I just need a moment... there!"

A flash of violet light forced Rainbow to cover her eyes, though a moment later the young pony lowered the hoof shielding her face to discover that the area around them was now bathed in the light of a floating purple orb.

"Nice one Twi!" Applejack commented with an appreciative nod. "You sure do know some nifty spells."

"Well done darling." Rarity agreed, smiling as the glowing sphere rose high into the air before moving slowly along the tunnel. "Wherever would we be without your magic?"

"In the dark?" Pinkie suggested, earning a few giggles from all.

However, the laughter was quick to vanish, and for what felt like an hour the six ponies continued down the winding tunnel in complete silence. Not once did Fear show his face, nor even whisper in their ears as they traveled. In fact, there was not a single sign of the beast that had taken them prisoner. It was his absence more than anything else that made Rainbow so uneasy, and with each passing second the pegasus felt her anxiety continue to grow. Fear's cryptic taunts still echoed within her mind, yet there was no sign of the challenges the monster had spoken of. Instead all the blue pony could see were the bits of earth and stone revealed by Twilight's magic.

Had Fear simply been teasing them? Was this really all a game to him?

Why would he not show himself???

"I can't stand this!" she finally snapped, her outburst drawing a startled gasp from Fluttershy. "Where is he? I don't care how terrible he claims his challenges will be. They can't be any worse than this waiting."

"Now hold your horses partner." Applejack snorted as she quickly moved to whisper in her friend's ear. "There ain't any reason to poke a sleepin' snake. I reckon we'll find out what Fear has planned for us soon enough. Shoutin' like that ain't doin' good for anypony… and especially not for some."

The earth pony nodded back towards Fluttershy, and Rainbow sighed when she saw that their friend had indeed begun to shiver once again.

"Applejack is right Rainbow." Twilight agreed as she moved to join them. "I haven't figured out how Fear was able to stop the Elements. Until we can come up with an idea of how to defeat him, it's probably best not to antagonize the giant magic-wielding dragon-monster."

"Hah!" the rose-eyed pegasus snorted dismissively. "He doesn't scare me. He's no different than Discord."

"I hate to ruin your party." Applejack countered, raising an eyebrow in Rainbow's direction "Discord didn't beat us with only one claw, but Fear did. As far as I'm concerned, this here is a whole new rodeo."

"Quiet girls!" Twilight whispered suddenly, and immediately both ponies fell silent as they turned to their friend. The unicorn's ears were twitching back and forth as if she was listening for something. While at first the group could hear nothing but the sound of their own hooves against the rocky ground, soon enough a loud hissing could be heard from somewhere up ahead.

"Wh... what's that?" Fluttershy asked, her voice trembling as the sound continued to grow louder.

"I'm not sure." Rarity answered uncertainly, her horn glowing blue as a silk cloth rose out of her saddlebag to wipe a lone bead of sweat from her brow. "But it seems to be getting a little warm in here."

"It sure is." Applejack grunted. "Land sakes! Where's all this heat comin' from?"

At the earth pony's side Twilight used a hoof to wipe away the sweat falling into her eyes while Rainbow shook her wings in an attempt to relieve some of the oppressive heat that had arisen as if out of nowhere. Up ahead the shadows of the tunnel were suddenly punctuated by a burning orange glow, and as the six ponies emerged from the confines of the passageway they suddenly found themselves staring at a scene unlike any they had ever encountered before.

"Wow!" Pinkie exclaimed, her blue eyes going wide as the party pony's mouth fell open.

The friends found themselves standing on a rocky outcropping at the edge of a large cavern. Though, to call that cave 'large' hardly did it justice. It was massive! Dash felt her mouth run dry as she watched the walls disappear out of sight. She was sure that even had there been a path, it would take days for her friends to climb to the other side of the expanse. However, the sheer size of the chamber was hardly its most intimidating feature.

The plateau on which the ponies now found themselves ended in a cragged precipice which fell hundreds of feet to a bubbling lake of fire. Far below them Rainbow could see molten rock and stone churning like water on a stove; while all around the cave poured massive fountains of liquid-fire, flowing like waterfalls from gaping holes in the rock walls.

"Well…" Applejack muttered. "At least we know where the heat was comin' from."

In the distance, rising out of the nightmarish lake was a mountain of pitch-black stone. The peak rose high above the boiling fire at it's base, dark and foreboding. The spire stood completely isolated from the remainder of the cavern, save for a single rope bridge that connected it to the overhang on which the ponies now stood. On the opposite side of the rickety-looking walkway sat a fortress carved into the very stone of the mountain. Never before had Rainbow seen such an unwelcoming structure. Even the ruins of the Everfree Forest seemed cheerful in comparison to the gargoyle-topped ramparts and spiked towers of this abomination. It was as if some power had lifted the dark citadel straight out of a nightmare.

And given Fear's bragging, the pegasus could not help but feel that this just might have been the case.

"I ain't never seen a river like that before." Applejack muttered, turning her gaze away from the mountain as she nodded towards one of the boiling lava falls on the cavern's edge. "Any ideas Twi?"

"I've read journals…" Twilight whispered in amazement. "… and logs from some of the greatest adventurous in Equestria. But I have never… ever… heard of anything like this."

"Well I would very much like to leave as soon as possible." Rarity groaned as her silk cloth continued to dab itself against her forehead. "And I do believe that dreadful place is where we are meant to go."

"I think you're right Rarity." Twilight confirmed as she moved to investigate the bridge. Rainbow flew over to stand next to the unicorn, watching carefully as her friend placed her weight on the first plank of the ropeway.

"I suppose…" the purple pony chuckled, smiling over her shoulder. "… it looks sturdy enou..."

*SNAP*

"EEP!"

The moment Twilight placed her hoof on the second plank, the wood snapped like an old toothpick beneath her weight. With a startled gasp the pony began to tumble forward, freezing in midair as Rainbow grabbed hold of her friend's tail with her teeth.

"Looks ain't everythin' sugar cube." Applejack pointed out as the unicorn was carefully pulled back onto the plateau.

"Especially when it comes to bridges." added Rarity, giving a relieved sigh when she saw their friend was unharmed. "We'll need to be more careful than that if we want to get across. Only two of us can fly, remember?"

Twilight stood silently, her face sullen as she studied the splintered remains of the second plank. Finally she nodded, before turning to face the group.

"Alright girls." the unicorn stated firmly as she laid out her plan. "I have an idea. Rainbow, can you lead us over the bridge?"

"Easy." the pegasus confirmed, throwing a salute before making her way to the start of the walkway.

"Good. If Rainbow leads, she should be able to find which planks are strong enough to walk on."

"Just remember to fly when you find the ones that ain't." Applejack joked, trying to relieve the tension by giving Rainbow Dash a playful wink. "Think you can manage that RD?"

As the five friends lined up behind the blue mare, Dash waited for the go-ahead from Twilight. The moment she received it, the pegasus carefully placed her weight on the bridge. Moving carefully, the rainbow-maned pony held her wings at the ready, prepared to right herself should part of the walkway collapse beneath her. However asides from some groans of straining planks, she was able to make her way across the bridge with relatively little struggle. Only twice did one of the wooden boards collapse beneath her hooves, and both times she was able to right herself with a single flap of her wings before proceeding onward.

In what seemed like no time at all, Rainbow found herself stepping onto a platform of glassy black stone. Quickly she made way for her friends, turning around to check that everypony had made it across the bridge. One by one the others stepped off of the wood planks, with Applejack bringing up the rear. The earth pony gave a relieved sigh as she once again found herself on solid ground and flashed Twilight a bright smile before joining the group.

"Well that wasn't so bad now, was it?" the green-eyed mare laughed. "I was half expectin' that to be a trap."

"That was the one thing I wasn't worried about." Twilight commented. Though as she received confused glances from her friends, the librarian was quick to explain her meaning. "I don't think Fear would collapse a bridge under our hooves after going through all the trouble to bring us here?"

As the pony spoke, Rarity turned to stare apprehensively at the massive fortress rising up before them.

"And where exactly… " the white unicorn inquired. "… is here?"

Rainbow turned her attention once again to the pitch-black ramparts rising high above them. The fortress was massive, and even from where she stood it was difficult to tell where the fortress walls ended and the mountain stone began. Directly ahead stood a massive set of doors, very similar to those through which the six friends had already passed. However, this time no carvings were present upon their polished onyx surface. Instead all Dash could see were strange gold symbols, similar to those which had adorned the Shadowed Gates.

"What do you think they say?" Applejack asked, nodding towards the words as she came to stand next to the pegasus.

"Beats me." Rainbow replied uneasily. "But I think these are the gates Fear mentioned earlier."

"Your deductive skills are to be admired." came a sarcastic hiss. "Indeed these are those very gates. Welcome to my sanctuary!"

Upon hearing the beast's taunt, the Dash jumped into the air, her eyes searching for the serpentine monster. However, it took only a moment to realize that the beast was nowhere to be seen.

"Forgive us if we are less than enthusiastic about joining you here." Rarity responded with a disapproving sniff. "It's not as though we had much choice."

"Very true." Fear's voice responded, a hint of amusement in its tone. "And since I see no reason to delay the inevitable, allow me to explain how we shall play this game."

Rainbow glanced around at the other ponies, not quite sure what to expect.

"This gate is the first of six. For each that you encounter, I shall choose one of you ponies to face me. If the one I select succeeds in overcoming the challenge I offer them, the gate in question shall be opened and your group will be allowed to proceed onward. However should any one of you fail in meeting your challenge, all six shall remain here! Trapped forever! It is a very good thing I suppose that you are all such good friends. After all, some ponies might get nervous when they realize their future is based solely on the abilities of others."

The monster's rumbling laugh shook the ground beneath Dash's hooves, and despite herself the pegasus glanced anxiously towards the quivering figure of Fluttershy.

"Now then…" Fear continued, his voice coming from every direction at once. "Some rules. I have already explained the limit placed on me. I shall not lie to any one of you. Therefore, if I give my word, you can expect that I will keep it! Of course now I have said that, believe me when I say that I will not tolerate the use of unicorn magic!"

Both Rarity and Twilight exchanged worried glances, and as their foe continued on, his voice grew colder with each passing second.

"You have impressed me with your abilities Twilight Sparkle, and because of this I will not make the mistake of underestimating you. Should you or your friend attempt to use your magic without my permission, I shall bring this cavern down upon your heads. Are my words clear?"

"We understand." Twilight confirmed, gritting her teeth angrily.

"Most excellent! In that case, let us begin."

There was a loud cracking sound as a small portion of the mountain sank into the ground, revealing a staircase spiraling downwards and out of sight. At the same moment there was a snapping of rope as the wooden bridge behind the ponies fell away and crashed into the lake of molten earth below.

"Applejack…" Fear's voice whispered. "You have the honor of being the first to face me. If you are ready, the path to the key for this gate lies at the bottom of the stairway before you. You will come alone, or else forfeit your challenge. The choice is yours."

As the monster's voice vanished into silence, Applejack turned to her friends and gave them a brave smile.

"Ya'll better not get too comfortable. I'll be back before you know it."

"Please be careful Applejack." Fluttershy whispered, glancing nervously at the stairs to which Fear had referred.

"Don't you worry none sugar cube." her friend chuckled as she nudged the pegasus reassuringly. "I promise you, I'll be back. You've got my word on it."

"Good luck." Twilight encouraged, receiving a firm nod from Applejack. "Watch out down there. We don't know what Fear is up to."

"I'm sure I'll find out soon enough. Take care ya'll. I'll be back before you can spit… not literally Rarity." she added with a wink towards the white pony.

With that the earth pony turned away and galloped over to the spiraling staircase. Glance back at her friends, she took one last steadying breath before disappearing into the shadows of the mountain.

Chapter 4

It felt strange descending the winding stairway, for from the moment the stone steps curved away from the entrance it was as though Applejack had entered a entirely different world. The heat that had permeated the cave diminished almost immediately, as did the constant hiss of boiling earth. Instead the orange pony now found herself in a land of darkness, completely cut off from the friends she had left behind.

Without any light it was difficult for the young mare to climb down the stone stairway, and more than once she felt her heart skip a beat as her front hooves missed a step and threatened to send her tumbling headfirst.

"Easy girl..." Applejack muttered under her breath after the third such stumble. "Relax. There ain't no sense in rushing things.”

"You know... some ponies might view talking to themselves as a sign of insanity."

The sudden voice took the apple farmer by surprise, and the mare gave an angry snort as she just narrowly avoided missing another step. After righting herself, the young pony readjusted her hat as she gazed into the surrounding darkness.

"So, you're here after all?" she asked aloud, trying her best to judge from where the sound had originated. "I was beginin' to think you’d left me alone. I knew that was too good to be true."

A cold chuckle could be heard from the shadows in front of her, but the earth pony ignored the sound as she continued to carefully make her way down the steps.

"Am I to understand..." Fear's voice inquired playfully. "... that you have grown tired of my company?"

"I suppose that's a polite way of puttin' it."

Applejack felt flat ground at last and gave a sigh of relief upon realizing she had finally reached the bottom of the stairway. Barely a moment later a torch flared to life at her side, followed closely by a second and third.

Now that she could see, the blond-maned farmer realized she stood before a pair of stone doors. The massive slabs of grey rock appeared far thicker than the Shadowed Gates. But unlike the portals encountered previously, these were already thrown wide open. On the opposite side of the doorway lay a long torch-lit corridor, the length of which she could not even begin to guess. For try as she might, Applejack could see no end to the stone hallway.

"Welcome to your challenge."

"A hallway?" the green-eyed mare snorted, unimpressed as she gazed to where the corridor disappeared out of sight. “Let me guess… the key I’m lookin’ for is at the other end?"

"It appears as though the blue pegasus is not the only pony with a talent for deducing the obvious."

The monster’s sarcastic reply drew a scowl from Applejack, but she pretended to ignore the taunt as she cautiously crossed the threshold of the doorway.

"Alright then. Seems simple enough."

"Indeed... assuming of course that you make it back within the time limit."

"Time limit?" the pony repeated, stopping suddenly in her tracks.

"Of course.” came the monster’s amused reply. “It would be far too easy if I did not place some sort limit on you. You have one hour before the doors behind you close. After that, it won't be quite be so… simple… will it?”

“An hour.” Applejack muttered as she broke into a gallop. “That should be more than enough time.”

“How can you be so sure?”

The monster’s voice was cold, deliberate, and no longer coming from somewhere in the shadows. Instead he was much closer. Although she tried to shut them out, Applejack could not help but feel as if the monster’s words were her own; like a voice whispering ominously in the back of her mind.

“In this challenge, what you do not know is just as important as what do. You cannot tell how far you need to run, so you realize you must be quick. Yet you are ignorant of what dangers await you, so you must also be careful. With this being the case, how will you react when torn between haste and safety? Can you move quickly enough when fear would slow your hooves?”

"There’s nothin' you can do that'll stop me!” the apple farmer snorted as she picked up her pace.

Her friends were counting on her! Waiting back at the locked gate for her return. Applejack would not forgive herself if she let them down, and so with a determined smile she continued onward.

Fear could try whatever he wanted, but she would not be intimidated!

“I promised the others I’d get back to them. And that’s just what I’m plannin’ on doin’. Try all you want to stop me, but I ain't afraid of you."

"Apparently not.”Fear hissed. However, the young mare could not tell if his tone was one of irritation or amusement. “At least… not yet. Fortunately, I am sure that will change soon enough. But first I feel a simple talk is in order. After all, there is nothing like a pleasant conversation to help us better understand one another. I cannot help but notice that you seem determined to fulfill the oath you made to your friends. Yet I wonder… how far are you truly willing to go to see it through?”

“When I make a promise, I keep it!”

“We are not so different in that respect. I suppose I can admire that.”

Applejack scowled at the beast’s words, trying her best to ignore him.

“Tell me Applejack… the door you are trying to open... did you pay any attention to it?"

The orange mare refused to respond, but her silence did nothing to stop the monster from continuing on.

"And what of the words upon their surface? Did you bother reading them?"

Ignoring Fear was going to be a lot harder than she had first thought. Blocking out a voice coming from inside her own head was proving to be an impossible task.

“Well?”

With a reluctant sigh the apple farmer finally answered. It would be easier to just play along… at least for the moment.

"I can't read a language I don't know."

"No." Fear chuckled. "I suppose that is true. Would you like me to tell you what they said? It may give you a hint as to the challenge you find yourself in."

Applejack did not even bother responding. She was well aware that the beast would keep talking regardless of any answer she gave.

"To those who live beneath my reign, I give you fear... the Fear of Pain."

With a scrape of hooves against stone, Applejack’s pace slowed as she glanced nervously at the walls of the corridor.

"Ah...” the serpent’s voice cackled in the back of her mind. "It seems THAT got your attention. But why, I wonder? I suppose in the end it's not surprising, considering what it is you fear most."

The monster’s condescending tone stung, and Applejack felt herself flush in a mixture of anger and embarrassment. Berating herself silently for allowing his words to slow her, the young mare ignored Fear’s laughter as she started off again at full speed. However, even now her bright-green eyes continued to carefully study the walls and ground before her; searching for anything that appeared out of the ordinary.

"You don't know what you're talkin' about!" she spat, not bothering to hide her indignation. "I ain't afraid of gettin' hurt."

"It is certainly fortunate that you represent the Element of Honesty my dear Applejack.”

“And why is that?”

“You are a terrible liar."

"I ain't lyin' about that!"

"Oh, but you are." Fear pressed. “Know this my little pony! You can lie to yourself, but you cannot lie to me.”

For several minutes the mare was allowed to travel on uninterrupted. However, even in the silence of the corridor the monster’s comments continued to plague her. They remained echoing at the periphery of the farmer’s thoughts; irritating her like an itch that could not be scratched. With each passing second, Applejack could feel herself becoming more anxious. Yet, when Fear finally returned, the words he spoke were certainly not any she expected to hear.

"Tell me Applejack... how old were you when your parents passed away?"

Though she managed to keep her pace, the farmer could feel the anger beginning to rise in her chest. Looking back on such memories was not something she intended to do, especially with the likes of Fear. However, anger would serve no use here.

Taking a deep breath, she tried her best to remain calm.

"That's ain’t none of your business!"

"You were about Applebloom's age, were you not?" Fear continued, his words immediately shattering the façade of composure Applejack had put in place. Not even bothering anymore to hide her emotions, the earth pony gritted her teeth as she ran on.

"Be quiet."

"It must have been hard for one so young, to loose both of your parents so suddenly."

“Quiet!”

"Do you remember that day? Though you were only a filly, you must still recall the promise you made to your brother?"

"I said shut your mouth!" Applejack shouted angrily, skidding to a halt as her voice echoed through the tunnel. For several moments she simply stood there, chest heaving as her anger boiled over. Yet even her outburst was not enough to halt the serpent’s venomous words.

"You promised to help him every day. You swore to watch after your sister and grandmother while he handled the farm. A touching gesture to be sure, and one demonstrating a level of maturity rarely found in a filly so young. But let me ask you... how many years until your own accident brought that promise crashing down about your head?"

Shock! That was the only word to describe the sensation Applejack felt. Her breath caught, her heart skipped a beat, and the mare found herself completely frozen in place as the monster's words cut her like a knife.

"How…" the mare demanded, nostrils flaring as she stood in the empty hallway. "… do you know about that?"

"How?" the voice in her mind whispered. "I am Fear, Applejack! Your fear! I know everything about you. Your greatest doubts! Your darkest secrets! Every nightmare you have experienced… or ever will. I see them all! Know them all! And in the end, I know you far better than you know yourself."

The dragon’s words echoed through Applejack’s mind, dark and ominous, as an old memory rose unbidden to the surface of her thoughts. With a roar of wind the stone corridor appeared to collapse, and Applejack's stomach heaved unpleasantly as she suddenly lurched forward. The jolt took the young pony completely by surprise, and despite her best attempts she quickly found herself tumbling head-first to the floor. However, even as she hit the ground the orange mare felt that something was different. It was no longer stone that surrounded her. Instead she found herself standing upon the old wood boards of a barn loft.

The oppressive gloom of the corridor had vanished, and the smell of apples now permeated the warm air as gentle sunlight poured through an open loft window. A light breeze flew into the barn, carrying with it the smell of a new fall harvest. Meanwhile, from the distance there came a low rumble of thunder as a collection of metal chains rattled from the rafters overhead.

"No!" Applejack gasped, mouth agape as she glanced about the poorly lit loft.

It wasn't possible! She knew that! But telling herself it was an illusion did nothing to make the wood beneath her hooves feel any less real.

"Golly! He sure left things till the last day."

Slowly Applejack turned about, the hairs of her mane standing on end as an eerily familiar voice sighed from behind her.

"What we're you thinkin' Big Mac?"

A young filly stood at the edge of the barn loft, struggling to pull herself up the last wrung of a wooden ladder. The young pony had a blond mane pulled back into a single ponytail, and her green eyes sparkled brightly as she took a step towards Applejack. Not knowing what else to do, the orange mare simply stood her ground as the filly approached. Mesmerized, she stared into the eyes of her younger self.

"Good. I’m glad you recognize her." Fear's voice cackled gleefully. "Though, you seem startled Applejack. Why is that? I thought you would relish the opportunity to see your farm again."

"This... can’t be possible." Applejack muttered, unable to turn her gaze from the filly coming towards her. "It… It just can’t. I ain't got time for your tricks Fear! Get rid of this illusion!"

"Illusion?" came the dragon’s amused reply. "This is no illusion. I’ve grown tired of such primitive tricks. No, this is something far more… complex. I suppose I should not be surprised. You earth ponies are always so ignorant when it comes to magic of any sort."

Applejack snorted at the monster's barbed comment, but he chose to ignore her as he continued onward.

"Well do not worry Applejack. You will not have to deal with any illusions. Everything you shall face is very… very… real."

"Stop it!" Applejack shouted, and as she did so the filly before her paused, glancing about uncertainly.

“Hello?” the young pony muttered hesitantly. “Is somepony there?”

“No…” the apple farmer gasped, her eyes going wide in shock. “The ghost…”

“So you do remember!” Fear hissed, his tone one of malevolent delight. “On that day you thought you heard a voice; a warning coming from somewhere out of sight. Of course, as a mere filly you could only think of one thing it could have possibly been. A ghost! A phantom warning you of the events that were about to take place.”

The orange filly before her eventually continued onward, walking towards the far wall where the overhead chains were anchored.

“This is the past, little pony. Your past! That voice you heard all those years ago… it was your own. So what do you think of my powers now that I have dropped the charade of mere illusions? Are you not impressed?”

As Applejack watched her younger self move towards the wall, her eyes suddenly went wide as realization struck her. She knew this scene all too well. The nightmares had faded long ago, or at least had diminished in their frequency. But even so, the stricken farmer was all-too familiar with what was about to take place. Immediately she galloped forward, reaching out to tap the blond-maned filly on her shoulder. However, the mare could only gasp in shock as she watched her hoof pass through the young pony like a specter.

“No touching.” Fear’s voice taunted while Applejack stared uncomprehendingly at her seemingly solid forelegs. “You, little one, are simply a visitor here. A shade. As a mere pony, it is not within your power to interfere with what has already occurred.”

“But… she heard me!” the apple farmer muttered, trying once again to touch the young filly. "I... I heard it!"

“Indeed you did, but only because I allowed it.”

The serpent’s voice had lost all emotion, and Applejack found her mane standing on-end as her younger-self trotted slowly across the loft towards the far wall. Meanwhile a sudden gust of wind rushed through the open window, carrying with it the low rumble of distant thunder.

“Five…” came a small whisper in Applejacks ear. The mare’s tail twitched nervously as the wind outside the barn picked up suddenly and yet another roll of thunder shook the roof overhead.

“Four…”

“Why in tarnation did you bring me here?” the farmer demanded, spinning around in a useless attempt to spot the dark dragon. “Is this some sort of sick joke?”

“No. Not a joke. This is a lesson Applejack. One which you were taught while very young. However, I had a feeling I should refresh your memory of it. Otherwise, yours will not be a fair challenge.”

Outside, dark clouds began to gather overhead, dimming the sunlight which had previously illuminated the interior of the barn. The blond-maned pony watched the filly before her glance apprehensively at the gathering storm before simply shaking her head and continuing her work.

“Three…” Fear chuckled, his words coinciding perfectly with yet another round of thunder.

“What lesson?” the orange mare pressed, heart racing as her eyes darted franticly about the interior of the barn.

“You were a smart filly. You knew it was dangerous to come out here all on your own. Especially with a storm on the horizon. Yet you ignored your better judgment. You ignored fear, and came here regardless. It was a simple miscalculation, and one which a filly can be forgiven for making. But unfortunately for you my dear, such mistakes can be costly… and painful!”

Another roll of thunder shook the barn to its base, and Fear’s tone was one of pure enjoyment as Applejack’s breathing became shallow and panicked.

“Two…”

“Stop counting!” the pony shouted, her eyes squeezing tight as she tried to drive away the voice inside her head.

It was happening again! Just as it had all those years ago! The feeling in the mare’s stomach was no different than it had been as a filly. Yet now, even with the knowledge of what was about to occur, the farmer found herself unable to do anything but wait as Fear’s cold laugh rang through her head.

“And… ONE!”

With a deafening roar the barn wall across from the pony exploded inward, and the world around her vanished in a flash of white light. A moment later, as the glare of the lighting strike faded away, Applejack felt a searing pain in her throat as the acrid smell of smoke reached her. At the same time, the loud ringing in her ears slowly gave way to the crackling of burning wood.

Almost immediately the farmer discovered that while she was lying on the wooden floor of the loft, she was not where she had been standing a moment ago. Yet that passing thought was quickly replaced by sheer terror and confusion as her body suddenly began to move on it’s own. Try as she might, the mare could not stop herself. Instead she stared uncomprehendingly at the barn around her as if from another pony’s eyes, and though she could hear frantic gasps coming from her mouth, they were not her own.

Even as she attempted to regain control of her body, Applejack became aware of a pain emanating from her hind leg. Soon she felt her head turn towards the pain, and a moment later found herself dazed by a strange sight. Her left hind leg was trapped beneath a smoking wooden beam; however, the flank to which the leg was joined was noticeably devoid of her familiar cutie mark.

In an instant she understood what was happening, and the realization sent a chill through the very core of her being. She was a foal again, trapped in the body of her filly-self.

From within the hissing flames that surrounded her, the terrified pony heard the whispers of a familiar voice.

“Welcome, my dearest Applejack. Welcome back to the day your greatest fear was born.”

As the air continued to fill with smoke and the orange flames spread from one wooden beam to the next, Applejack struggled to pull her hind leg from beneath the bar which trapped it. However, the searing pain which shot through her was enough for her to recognize that the leg was broken.

Not again! The farmer thought; her mind racing even as she continued to struggle. Please not again!

"Help!" she screamed, choking as smoke scorched her lungs. "Somepony! Help!"

"Ah... there it is." a voice whispered. "There is the fear I was waiting for. The sheer and unrelenting terror. Let it consume you Applejack, for you already know how this particular story ends."

The dragon's cackles gave way to a loud groaning of wood, and the filly cried out as the roof overhead gave way. Beneath a shower of sparks and burning embers, the trapped pony sobbed as the beam which held her leg began to smoke wherever the red-hot coals landed. Her body still struggled, but now her own frantic thoughts were so consumed with escaping the burning building she could not tell which movements were her own, and which were those of her younger self.

“So many years ago, but while the scars may have healed, they never vanished completely. Is that not so Applejack? You may have tried to forget, but your nightmares never truly stopped. Try as you might, you never completely forgot this pain. Fear, after all, is eternal.”

A sudden shuddering sound snapped the young mare’s thoughts away from Fear’s words, and she turned to see the barn doors rattle violently on their hinges. However, a pile of burning timber prevented them from opening more than a few inches.

“Applejack?” a worried voice called out from beyond the doors as they shook yet again. “Applejack!”

At that moment, the spreading flames finally reached her, and within seconds they had consumed the beam trapping her leg. The searing pain was too much, and the orange filly gave one final cry as the roof overhead began to sag.

With a shower of splinters the doors exploded inwards, rubble flying in all directions as a solitary figure stood in the doorway. A flash of lightning momentarily illuminated the red colt at the entrance, revealing his silhouette as he peered into the smoke-filled interior of the barn. Though Applejack’s vision began to fade, she watched as the figure charged into the burning barn, dodging around blazing wood and embers that continued to rain from the collapsing ceiling.

“Applejack!”

Through watering eyes, the mare watched as the red colt charged towards the ladder her younger self had used only minutes earlier. Its wood was already wreathed in flame, yet her rescuer did not hesitate as he leapt into the air. Immediately the blackened timber began to give way beneath his weight, and with no small amount of awe Applejack watched as her brother pushed off with his powerful hind legs, landing with a loud thud upon the loft while the ladder collapsed behind him.

Though her brother was no more than a red blur through the smoke, the trapped filly watched as Big Mac quickly made his way over to her. The colt did not even bother to glance up as the ceiling above them gave an ominous groan, sagging more with each passing moment as the flames continued to blacken the beams which held it at bay.

“Big Mac…” Applejack sobbed, watching through tear-filled eyes as her brother winced from the heat of the flames that threatened to consumer her.

Without a word her brother spun around, his hind leg shooting out as he bucked with all his might against the wood trapping his sister. With a shower of sparks the massive beam cracked in half, and Applejack cried out as the pressure on her broken leg was suddenly relieved. Yet the damage had been done, and her blackened coat continued to smoke as her brother gently nuzzled her mane.

“I’m sorry.” the colt stated whispered, his sad eyes taking in the sight of her ruined hind leg. “This will hurt.”

The young filly looked up at her brother, his face obscured by the smoke and the pain.

“Hold on.”

Applejack felt her brother slide his head beneath her body, shifting as gently as he could to raise her onto his back. Yet even the slightest movement was enough to send pain shooting through the filly’s ruined leg, and as she was lifted into the air the young mare felt her mind waver on the border of unconsciousness.

However, she was quickly brought back to the present as a loud groaning erupted from overhead. A moment later the roof buckled, and still unable to control her body, Applejack felt her forelegs grasp tightly around Big Mac’s neck as he leapt forward. For several seconds the young filly’s stomach rose in her throat as her brother jumped from the loft, the ceiling overhead collapsing all around them. For several seconds it was as if the world had gone silent, her senses abandoned her as the young filly watched the ground rapidly approach.

With a loud grunt Big Mac landed heavily upon the earthen floor of the barn, and Applejack cried out as her hind leg was racked with pain from the sudden impact. Still, her brother seemed unfazed as he galloped across the barn towards the open door. All around the building continued to creak and groan as fire licked at what remained of its supports, and with a final bound the red-coated colt burst from the smoke filled building into the storm beyond.

The moment they emerged, Applejack felt the cold rain strike her face and mix with the tears that continued to stream down her cheeks. But the cold water did nothing to ease the pain that now consumed her. Already the young mare could see the darkness that was beginning to creep into the corners of her vision.

The sound of snapping beams and groaning rafters rose up from behind them, and her brother spun about just in time for Applejack to watch as the burning roof collapsed, tearing down the walls of the barn her parents had built all those years ago. In an instant it was gone; the familiar structure vanishing in a cloud of smoke and burning embers.

As the wind roared around her, Applejack felt the burning in her leg spread to her very core. The pain was just too much. The searing ache more than she could bear. She felt her brother lower her as gently as he could to the ground, and the world began to fade as her mind sought what little refuge it could in unconsciousness.

Even so, Applejack found her eyes drawn to the cloud of smoke rising before her. For the briefest moment, as the dark storm continued to rage about her, the filly watched as a pair of burning red eyes gazed at her from within the smoke, and she shuddered at the ice cold laugh that was carried on the wind.

______________________________________________________________________________________________________

With a rush of air, Applejack felt herself jolt forward, and a moment later she was lying upon the stone floor of the tunnel through which she had been traveling. Panting heavily, the young mare rose unsteadily to her hooves.

She was back. The apple farmer was sure of that much at least. Glancing back at her flank, Applejack stared in relief at her uninjured leg. However, while her body was now free of any marks or burns, the memories of the fire's touch were all too raw.

"Welcome back my dear Applejack. I hope you enjoyed our brief diversion."

As Fear’s voice arose within her mind, the orange earth pony felt her anger flare.

"What was that?" she spat. "Was that supposed to scare me?"

"Did it not?”

For a moment Applejack fell silent, scowling as she stared off down the corridor. After taking a steadying breath, the mare continued off down the hall; her eyes peeled for whatever lay at the path's end.

"That all happened long ago. I ain't goin' to allow it to stop me now."

"Of course not.” the monster whispered, causing the pony to grimace at the amusement dripping from the serpent's voice. “But I did not suggest it would. I simply asked whether this experience scared you or not?"

For several minutes the blond-maned pony galloped onward in silence. During that time the only sound to reach her ears were the echoes of her hooves on stone.

"... yes, it did."

"Oh? I knew there was a reason I liked you Applejack." Fear cackled. "Honest and brave. A potent combination to be sure. Not many would admit to being afraid. In fact... I know one of your friends who would do well to learn from your example."

"Leave Rainbow alone!"

"I am glad you know to whom I was referring. But for the moment you should worry more about yourself than your friends. From here on the path becomes far more treacherous."

While the monster spoke, Applejack noticed the corridor becoming steadily brighter as the placement of the torches along the hallway grew closer together. A moment later the apple farmer skidded to a halt, staring at a massive statue only a few paces away.

The eerie figure was carved from the mountain itself. Chiseled as if by a master mason from the dark stone that now surrounded the young mare. However, while the carving appeared ancient, Applejack could not help but feel the statue bore more than a passing resemblance to herself. The sculpture was in the shape of an earth pony, cowering in the shadow of a shapeless looming figure. Stone flames leapt at the pony's body, and rocky tears fell from her lifeless eyes as her mouth hung open in a soundless scream.

Applejack refused to let her mind dwell too long on the statue itself. Instead it was what lay between the rocky figure’s forelegs that drew her gaze. Upon the ground rested an orb, no larger than an apple, and apparently made of polished gold. The sphere was encrusted with diamonds that would have made Rarity squeal with delight; and as she approached, the mare spotted an engraving in the shape of her own cutie mark.

Slowly the green-eyed pony neared the dark sculpture, watching the golden orb at its feet glow gently as she did so. With each step the polished sphere seemed to shine ever brighter until it’s light overpowered those of the surrounding torches.

"Well done Applejack. You have found your key.”

“This is it?” the young pony muttered suspiciously as she carefully studied the shimmering globe. “This is what you wanted me to find?”

“Indeed it is. And as I am sure you will be pleased to hear, you have made excellent time. Your hour is not yet half over. If you can manage to move as you have so far, you shall be able to return to your friends with time to spare.”

“So all I have to do is bring this here ball back, and you’ll let us leave?”

“This will unlock your first door. But there is more to face beyond. After all, I would never allow you six to leave my domain so easily.”

“And you’re just goin’ to let me carry this ‘key’ back?”

At her words, the peal of Fear’s laughter rang through the corridor and forced the young pony to cover her ears with her hooves. However, even that was not enough to block out the spiteful roars. Eventually the monster’s mirthless chuckles subsided, replaced by an ominous rumbling in the distance.

“I appreciate your ability to keep a sense of humor, even at a time such as this.” the monster hissed. As the strange rumbling grew ever closer, Applejack’s ears twitched nervously. “As if I would ever allow my challenge to be so simple.”

In an instant the mountain began to shake to its core; and the sudden jolt sent the pony crashing to the ground. All along the walls of the corridor, massive cracks began to appear as the stones split apart. Meanwhile, with a loud groan the floor beneath Applejack began to heave and churn, sending her tumbling into a wall as jets of steam erupted from between the cracks.

With a grunt Applejack struck the side of the corridor; a field of stars suddenly dotting her vision from the force of the unexpected impact. However, a brief glint of gold quickly caught her attention, and the pony felt the bottom of her stomach drop away as the key from the statue rolled across the ground towards one of the newly opened fissures.

“You ain’t gettin’ away from me.”

Though the stone corridor continued to shift around her, the cowpony charged towards the glowing orb at full speed, not pausing for even a moment as she wove between jets of steam and rising mounds of shattered rock. More than once the mare nearly lost her footing as the rocky ground swelled unexpectedly beneath her. Yet even this was not enough to slow her down. As far as she was concerned, these stone obstacles were no more than fences and barrels; and she had seen far too many rodeos to let such distractions keep her from her goal.

Directly ahead the golden key careened into a rocky spike, popping into the air before arcing towards the newly formed crevice. Without hesitation the orange earth pony leapt forward, drawing on all her strength to launch herself over the quickly expanding chasm. Mouth held wide open, she felt the cold metal strike her teeth before clamping her jaws shut just as she landed on the far side of the fissure.

The moment her hooves struck the ground, the trembling which had encompassed the corridor ceased. Almost immediately the hall fell back into silence. Glancing about at the ruined tunnel around her, Applejack spat the golden orb to the ground as she gave a triumphant holler.

“Yeehaw! Now that there was blue ribbon performance, if I do say so myself.”

“I would not be so confident if I were you." came Fear’s response from somewhere within the shadows.

Removing her hat momentarily, Applejack used her teeth to toss the orb into the air. Catching the glowing sphere on her head, she quickly returned her hat to its rightful place, making sure the ‘key’ was held firmly beneath it.

“I take it there’s more in store than just that little tumble?”

“But of course. I was merely setting the stage.”

The pony’s ears twitched nervously at the sound of something moving in the shadows of one of the newly opened crevices. From where she stood, the apple farmer could hear a light hissing sound rising up from within the dark depths of the earth. At the moment it was soft. Almost unnoticeable. However, as her eyes caught sight of something moving within the shadows, the mare could not help but notice the sound grow steadily louder.

“You see my dear…” Fear continued as Applejack took a nervous step back. “All this was simply preparation. The stage is set for your true challenge. And I promise you, by the time we have finished here, you will know what true Fear is!”

As his words rang through the earth pony’s mind, a white scaly head slowly emerged from the shadows before her; quickly followed by the body and tail of a small serpent. Applejack watched the new arrival uneasily as it gave a hiss like the sound of escaping steam, coming to lie unmoving on the floor a few paces away.

In the light of the torches which had survived the hall-shattering quake, Applejack got her first real glimpse of the snake. The creature was covered in scales of pure white; though it’s wicked looking head was adorned with two rows of black horns. Taking another step back from the fierce looking creature, one of the pony’s hooves accidentally sent a piece of rock clattering across the hall.

Almost immediately the serpent reacted to the noise. Rearing, its head spun to face her, mouth opening wide to reveal a pair of vicious fangs. Its head seemed to be devoid of any eyes whatsoever. Yet somehow the creature still managed to look directly at her; sending an uneasy chill run along the orange mare’s spine. As she watched, the snake’s long tongue slid slowly from its mouth, glowing red as fire as it tasted the air.

“What do you think Applejack? Not the loveliest of creatures by any stretch of the imagination. Would you not agree?”

“What is it?” Applejack whispered, though she quickly clamped her mouth shut as the serpent before her lunged forward suddenly, fangs bared. Yet the moment she went silent the creature halted its advance, curling upon the floor with an ominous hiss.

“Careful…” Fear’s voice warned, dripping with malevolent glee. “It’s easily startled.”

The orange earth pony gritted her teeth angrily at the monster’s taunt, but remained silent as the serpent continued to lie still as stone.

“To answer your question… the unfortunate miners who have come across monstrosities such as this call them Fire Vipers. They are very old. Almost as old as I. As you can see, they have no eyes. But do not allow yourself to be fooled. Eyes are meaningless in the darkest depths of this world, and these creatures don’t need them. No… all they require are the screams of the poor ponies they bite.”

Applejack took a trembling step back, and Fear’s cackling laugh rang through the cavern.

“It was not simply for my amusement that I allowed you to revisit your past. It was a reminder, and a warning. A single bite from this creature, and you will experience true pain; the likes of which you cannot possibly imagine. Searing heat? Frigid cold? Such sensations cannot possibly represent the sheer agony instilled by a Fire Viper’s fangs. Think about what you have faced already Applejack. Remember the flames from all those years ago. Would you really allow yourself to suffer again, simply for the sake of your friends?”

The monster's voice faded, and Applejack found herself unable to give any answer. She wanted to yell back at the beast. To reject his words and to insist how wrong he was. She wanted nothing more than to charge past the serpent lying across her path and to return to her friends above. To keep the promise she had made.

And yet... she could not.

As she watched the viper’s glowing tong slide in and out of it’s mouth, the earth pony found her legs would not move. No matter how much she tried, her hooves refused to obey her. Instead she stared at the coiled form lying just a few paces away, and as she did, the mare could not stop herself from trembling. The memories of the fire, now fresh and raw because of Fear, would barely allow her to breath. The thought of anything more painful than that experience… the idea that anything could compare to the terrifying heat of those flames as they licked at her flank… it wasn’t possible.

“Oh… my poor Applejack.” Fear taunted. “Are you scared? Frightened? Oh yes indeed. I think you are terrified! I’ll admit some shock that your resolve has faded so quickly. To think that your determination might waver so… I am admittedly disappointed. Where is the confidence you had before? What happened to the promise you made to your friends?”

The pony remained silent, her gaze frozen on the head of the serpent as it continued to hiss.

“There is another way…”

Applejack felt her heart skip a beat, and a single glistening tear fell to the floor at her hooves. It was pathetic, and the pony hated herself for it. Yet even so, her panicked mind grasped franticly at the dragon’s words like a lifeline.

Anything to avoid pain like that again.

“Give up.”

“What?” Applejack gasped despite herself. Though her voice was quickly silenced as the serpent before her suddenly moved in her direction.

“Give up.” Fear repeated, his words cold and devoid of all emotion. “Concede. Admit that you cannot win against me. I know that you are petrified Applejack. I can sense the panic. The pure and uncontrollable fear that grips you. Against me, you can have no hope of victory. There is no shame admitting it.”

As Fear continued on, in her mind’s eye Applejack could see the dragon’s fiery eyes burning with unmatched malevolence.

“You do not have to face this, little one. If you admit defeat and surrender to Fear, I shall set you free.”

Immediately the mare’s thoughts began to race as the monster’s words continued to eat away at her resolve.

“With but a single sentence, you can escape these darkened caverns. Surrender to me, and I shall carry you to the surface and allow you to return safely home. Think about it. No terror. No pain. You will be able to see your family again, and all you have experienced here will be no more than just another nightmare.”

“But… what about my friends?”

“What about them?” the monster’s voice spat dismissively. “What do you owe them? They are your friends, but does that mean you must sacrifice yourself for their sakes? Even if you were to mange to return to them, it would only be a matter of time before one of them fails my challenge. Admit it Applejack… you do not trust them!”

“That ain’t true!” she shouted angrily, her green eyes glistening with tears as the beast’s venomous words continued to delve deeper into her mind.

“Oh but it is. For you see… these words are not my own Applejack. They are yours!”

Immediately the pony felt her breath catch; her blood turning as cold as ice.

“These are the thoughts which inhabit the darkest recesses of your mind. The doubts you refuse to admit even to yourself. Yet despite how much you wish to hide from them, they are so very clear to me. Confess them Applejack! Concede defeat, and we can cease this pointless charade.”

Applejack closed her eyes, her thoughts turning to the five friends she knew were waiting anxiously for her return. Even now she could see Rainbow flying restlessly back and forth before the entrance to the staircase; Rarity watching quietly from the side. Meanwhile Pinkie would probably be doing her best to cheer up Fluttershy and the rest. After all, the pink pony always managed to find something light-hearted to talk about, even in the darkest of times. And Twilight? Even now the unicorn was no doubt coming up with a dozen different ideas of how to get them out of this disaster.

Wiping a single tear from her cheek with her hoof, the apple farmer gave a firm nod as the thought of her friends drove away the doubts that threatened to consume her.

“No!” She snorted defiantly; checking to make sure her hat was secured safely over the key.

“What?”

“No.” She repeated, watching the viper slither towards the direction of her voice. “I don’t care what you say. I ain’t leavin’ my friends. I’ll face whatever you can throw at me Fear, but you can’t stop me!”

For almost a minute Applejack could hear nothing but the hiss of the white-scaled serpent as it sought her out, it’s head turning first one way and then another. And when Fear’s voice finally did return, its tone was pure venom.

“So be it! Know now the consequences of ignoring Fear.”

With a loud crack the stone beneath Applejack’s hooves rose up, sending the startled pony tumbling helplessly to the ground with a grunt. Before she could even realize what was happening, the viper was on her in an instant; its fangs sinking deep into her hind leg.

Nothing could have possibly prepared the mare for what happened next; for there are no words for the pain that suddenly wracked her body. It was searing! All consuming! A terrifying and excruciating pain that drove away all other thoughts from her mind. Even as the serpent’s fangs withdrew, the sounds of her cries continued to echo off the broken walls of the hallway, reverberating along its entire length.

She tried her best to deal with the sting. She wanted nothing more than to push it to the furthest corners of her mind. But it was a hopeless wish. The sheer agony made all attempts at rational thought futile. Instead all she could do was collapse to the ground with her eyes shut tight, nostrils flaring with her cries as a fire worked its way through her veins. It felt as though a red-hot needle had been thrust into her flank, and then had melted within her body. The agony was so consuming, so all encompassing, that the pony did not even notice as the white-scaled serpent responsible erupted into a small ball of flame, quickly transforming into a smoking pile of ash.

“Do you feel it Applejack?” came Fear’s emotionless tone; somehow piercing the searing haze that had wrapped itself about the young mare’s mind. “The terrifying lick of fire and flame within you? That is pain! Pain in its purest form. How terrible it must be, when you can look back on your darkest memories and realize that they were nothing compared to this unrelenting agony. This is the price you pay. The punishment that comes to those who ignore Fear!”

As Applejack lay upon the cold stone ground, tears streaming down her cheeks and nostrils flaring in agony, a new sound began to emerge. A storm of muted hisses that slowly grew until it could be heard even above the mares continued sobs.

“Give up little one. Against me, there can be no victory. Believe me when I tell you that your nightmare is only just beginning Applejack. Refuse to yield to me now, and all I can promise you is agony.”

Opening her eye, Applejack watched through tears as another white-scaled viper’s head peaked out from the fissure before her. This was quickly followed by a second… then a third… and still a fourth behind that. From the walls… the floor… even the ceiling; every crack in sight began to spew forth an endless stream of writhing serpents. Slithering and sightless, the creatures began to slide across the stone floor directly towards her; their demonic tongues glowing ominously in the dim torchlight.

Applejack!

Unbidden, a new sound rose to the surface of the apple farmer’s thoughts, blocking out the hisses of the approaching vipers. Yet this was not the chilling tones of Fear. It was her friends!

As one she could hear them calling her name. The same five ponies who had once traveled all across Equestria to find her. The friends who had never once given up on her. Now, even within these dark caverns, they trusted her to come back to them.

And no matter what happened, she knew they always would.

Slowly, the pain began to subside. It did not vanish, but Applejack could feel the searing burn recede to be replaced by another feeling. A hope that no matter what happened to her, her friends would find a way to escape these evil caverns.

“Hold on ya’ll.” the green-eyed mare huffed through gritted teeth. “I’m coming!”

With a tremendous heave Applejack pushed herself off the ground, her hind leg buckling as the fire viper’s bite sent a new wave of pain shooting through her body. Despite the agony of the creature’s venom, the mare refused to let herself be stopped.

Her friends trusted her! They believed in her! Even if it meant giving everything she had, the apple farmer was not going to let them remain Fear’s prisoners.

The entire hall before her had now become a writing sea of white scales and burning red tongues. Not a single patch of bare stone could be seen beneath the churning mass of vipers. Even had Applejack wished to leap upon the few protruding rocks that rose above the sea of snakes, she knew the pain in her hind leg would make such precise jumps impossible.

That left only one choice.

Without thought the earth pony charged straight ahead, eyes focused on the empty tunnel just beyond the snakes. With a deep breath she closed her eyes, and dove head first into the pool of waiting vipers.

The first bite was instantaneous. A sharp scorching pain that originated at the base of her neck. However, she barely had time to register the strike before her entire boy was engulfed in a raging storm of agony. One after another, anxious vipers sank their fangs into the mare as she galloped through their midst. Like the first, each time a serpent struck it would immediately erupt into a small ball of fire and turn to ash. However, such a fate did not seem to deter each new serpent from joining their brethren.

For her part, Applejack could barely breathe as she gritted her teeth against the unbelievable pain. With every bite, she knew it could not get any worse. And yet somehow, it always did. Eventually she could no longer even cry out. No amount of air could have been sufficient to give voice to that never-ending anguish. Instead she charged on, accepting every new sting with a muffled sob and an angry shake of her head. Finally, she was through!

The last serpent fell from where it had sunk its teeth into her foreleg and vanished in a ball of flame before it had even reached the floor. However, the damage had been done. As she continued galloping down the hall, Applejack could feel her resolve rapidly fading. Each hoof-fall would send a new shockwave of searing heat along her body, every breath accompanied by a fresh pulse of fire through her veins. More than once the poor mare collapsed to the ground, her cries ringing through the tunnel at the force of the impact. At these times, only the thought of her friends was enough to raise the pony to her hooves. Yet with every time, the orange mare could feel that image drift further and further away upon a never-ending sea of pain.

After what felt like an eternity the young pony found she could simply run no further. Her hooves gave way, and Applejack collapsed to the ground for the last time.

Slowly darkness began to creep in from the edges of her vision, her mind seeking the silent peace of unconsciousness. However, this was not the only place from where darkness began to pour.

In front of the pony, a cloud of dark mist began to seep forth from the depths of a jagged fissure. Slowly the shadows began to condense, surrounding a pair of burning eyes.

As Fear took form, even from within the haze of pain Applejack could see that the monster had undergone a horrifying transformation. His wings had vanished, while his dark body had become thick with muscle beneath his obsidian scales. The entirety of the monster’s dark hide was now adorned with vicious looking spikes, and a massive pair of horns scrapped the ceiling above him as he passed. Meanwhile, the dragon’s teeth had grown in size giving him fangs reminiscent of the vipers she had already faced.

He was a terrifying sight to behold. Primal in size and shape. Yet when the beast spoke, its voice still held the same cold amusement that Applejack had come to despise.

“Look upon me Applejack.” The monster hissed; as the ground trembled with his footsteps. “Look upon my face, and know that you now face the Fear of Pain!”

He halted as he reached Applejack, burning eyes taking in her trembling form as the fire vipers' poison continued to rack her body with pain.

“I am ancient. The oldest and most primitive of fears by far. Yet you will find I am cruel, and all the more powerful because of that fact. None have lived who have not felt my touch; not known my presence. How could a mere pony like you ever hope to defeat me.”

Slowly the monster reached towards the fallen mare; sticking out a single claw towards her face.

“Let go. You have done enough Applejack. Give up, and let yourself be free of this torment. There is no reason for you to continue. Your hour is nearing its end. The hope for your friends fading with every second. No matter how hard you try, you will not be able to reach the doors before they close. So why then should you continue on? Accept your fear, and your pain shall vanish.”

Clenching her eyes tight, the orange mare waited for the beast’s razor-like talon to pierce her skin. However, what she was not prepared for was the sudden relief that came as his claw gently touched her forehead. Like a bucket of water over a raging fire, the strange sensation washed away the pain that had consumed her.

“I am not without mercy.” the monster continued, his voice all the more unnerving for its sudden sympathy. “I shall give you one last chance Applejack. Admit to your fear. Yield to me. Do this, and I shall release you.”

Applejack refused to answer, her eyes locked on those of the monster who towered over her.

Eventually breaking away from his gaze, the young mare remained silent for several minutes. Her eyes glistened as she stared dejectedly at the floor. When she finally spoke, her voice trembled with the thought of what was to come.

“You’re right.” she admitted with a sad shake of her head, a lone tear rolling down her cheek. Before her, Fear grinned wickedly at her words, his eyes ablaze with triumph.

“I am scared. There ain’t no denyin’ it. But…”

The pony looked up into the monster’s face, and immediately the dragon’s grin vanished as he met her burning gaze.

“It ain’t you that I’m afraid of. What truly scared me was that, for a moment, I thought about acceptin’ that offer of yours. Just one moment. But it was enough. And that, more than anythin’ else you can possibly do, scared me. This pain? It ain’t nothin’ compared to what I felt when I thought about leavin’ Twilight and the others. The guilt when I considered runnin’ away to leave them waitin’ there for me scares me far more than your little snakes! My friends, they’re countin’ on me. They trust me! And for a moment, I considered lettin’ ‘em down. There ain’t nothin’ in Equaetria you can do that’ll frighten me more then that. So get outta my way! I’ve got a challenge to finish!”

As she stood there, facing Fear eye to eye, Applejack waited for the dragon to snarl at her in anger. Instead he simply grinned even more widely than he had before. A moment later, he gave a bellowing laugh that shook sections of stone from the tunnel’s roof.

“Very well!” he hissed, teeth bared as dark mist rolling from his gaping maw. “But know that you cannot win! Look at the sorry state you now find yourself! Were it not for me keeping your pain at bay, you would not even be able to stand. So what shall happen next? Even if you return to your friends and grant them passage to the next challenge, what then? You will be but a hindrance to them. A weight to slow their hooves! Yet if that is what you truly wish, then so be it. If you will not save yourself, then you too shall remain here with your friends forever!”

With that the monster vanished in a cloud of mist, and immediately Applejack felt the pain rise once again to consume her.

“No you don’t Applejack!” she gasped; nostril’s flaring as she fought to rise. “Just… a little… further!”

Charging forward, the farmer kept her eyes peeled for the end of the tunnel. Her head pounding as the poison of the Fire Vipers continued to course its way through her veins. As she ran through the hallway, the Element hanging from her neck sparkled in the torchlight, reminding her of the promise she had made. Yet with every step, she could feel her strength waver more and more. The tunnel around her was barely visible through her tears, and every new vibration only sent fresh waves of pain rippling across her body.

In the distance, the mare suddenly spotted her goal, and immediately she felt her stomach clench in terror.

“NO!”

The massive doors to the tunnel were sliding slowly shut, the grating of stone against stone audible even from where she ran. With all the strength left in her body, Applejack raced the closing doorway. Her gasps echoed through the massive tunnel, while her cheeks glistened with tears of pain and frustration both. She pressed herself as hard as she could hope to, ignoring the agonizing pain that threatened push her into the black pit of unconsciousness. Yet with every passing moment, the stone gates drew ever closer together.

I’m not going to make it!

With a final cry of anguish, the young mare threw herself at the arch just as the slabs of stone sealed together with a thunderous bang. As her hooves beat against the thick stone, Applejack gave a heart-wrenching cry. Whether it was because of the friends she had failed, or the pain erupting from the sudden impact, even she did not know. But as the torches in the tunnel began to slowly extinguish one after another, the young mare could only slump at the base of the door and sob.

“No!” She wailed, striking against the unmoving gates. “NO! NO! NO!”

After a last useless push, she let her forelegs fall to her sides. The pain was simply too much for her to continue; and as the last torch vanished, Applejack collapsed to the rocky floor, weeping with her back against the doors.

“I… can’t give up. I just… I just…”

She lay upon the cold ground, panting as the venom continued to make its way through her body.

“Twilight… Rainbow… everypony. I’m so sorry.”

Applejack!

With a start the orange pony’s eyes snapped open. She could hear them. The sounds of her friends’ voices. They were faint. Muffled by the stone that surrounded her. But she could hear them nonetheless.

“I’m… I’m here.” the apple farmer replied sadly, turning around to press her hooves against the unmoving stone doors.

She remained where she was, and at the thought of her friends a look of grim determination flashed across her face. As it did, the magical gem around her neck began to glow.

“I’m here. But I ain’t stayin’ here!”

Rising gingerly to her hooves, the earth pony placed as much of her weight on her forelegs as she could manage. Immediately she grimaced as her legs buckled with a sudden rush of pain. Yet her gaze was fierce as she glanced over her shoulder at the massive stone doors.

With an angry shout Applejack bucked against the unyielding stone, grunting at the impact. Though the gates did not budge, this did not deter the pony from readying herself for a second strike.

Again and again her hind legs struck the surface of the dark and unyielding stone. Time after time she cried out as the reverberations sent waves of heat coursing throughout her body. Yet she did not stop.

From her neck the Element of Honesty began to shimmer with a dark orange glow, growing ever brighter with each failed attempt. Though she did not notice the strange reaction, slowly the orange mare felt new strength return to her limbs.

The sound of cracking stone echoed sharply off the tunnel walls, and served to only drive Applejack to strike harder.

Again and again the pony struck the massive doors, and though pain clouded all from her view, a small fissure had begun to appear in the surface of the polished stone door. Slowly it spread outward, growing wider with each new strike. All the while, the magic gem about the mare’s neck continued to grow brighter still. As it did, a new light began to spread outward from the pony as her mane began to shimmer like gold.

“Come on! Come on! COME ON!” Applejack shouted, her eyes closed tight against the pain of each strike. Noting neither the magic which had taken hold, nor the cracks that had begun to spiderweb across the entire surface of the doors, she pressed ever onward.

“COME ON!!!”

The element of Honesty flared brightly, enveloping the pony in a ball of orange light. As it did so Applejack’s hind legs connected with the dark gates, and with the sound of an avalanche the massive doors erupted outwards in a shower of shattered stone.

In an instant the light of the element about her neck winked out, and the pain returned with a rush that brought the mare to the ground. The world swam before her eyes as she found that she could no longer keep unconscious at bay. As darkness obscured her vision, and she felt herself tumbling into the void, the young pony could hear a voice whispering in her ear.

“A single challenge overcome. But at what cost I wonder?”

______________________________________________________________________________________________________

“She’s been gone too long!”

That was the fourth time Rainbow Dash had made the same remark. While Twilight agreed with the blue pegasus, the constant reminder that their friend was in danger while they could do noting about it was not appreciated.

Glancing over at the four other ponies, the unicorn gave a sad shake of her head. Pinkie Pie was playing ‘I spy’ with Fluttershy, seemingly unconcerned that the answer had been the same (a rock) for the last 10 rounds. Meanwhile Rarity and Rainbow Dash sat diligently at the entrance to the staircase, staring at where the stone steps curved out of site.

“We have to go after her!”

“We can’t Rainbow Dash!” Twilight sighed, also for the fourth time. “There’s no telling what Fear would do if we interfered.”

“If you would like Twilight, I can tell you precisely what I would do.”

The sudden sound of the serpent’s voice caused all five ponies to spin towards the locked gates. There, standing in front of the enormous stone entrance, rose the shadowy figure of Fear. He looked slightly larger than the last time the ponies had seen him, and in his outstretched claw he held a small golden orb.

“Where is Applekjack?” Rainbow Dash shouted, flying until she was face-to-face with the towering beast before them.

“Ah yes…” Fear hissed, his eyes narrowing as he met the pegasus’ gaze. “I suppose that is what would matter most to you five.”

With an uncaring shrug, the serpent stepped aside to reveal an orange form lying unmoving on the ground behind him. Immediately Rainbow Dash was at her friend’s side, ignoring for the moment the hulking form of Fear as he approached the gateway.

“Applejack!” The blue pegasus shouted, her voice catching in her throat at the sight of dozens of bite marks covering the earth-pony’s body. “Applejack, please say something!”

Slowly the orange pony’s eyes flickered open, and she gave a weak smile as the others quickly surrounded her.

“Hey ya’ll,” she chuckled, wincing as soon as the words had left her mouth. “Did ya miss me?”

“Oh no.” Fluttershy sobbed, her eyes watering at the mere sight of her friend.

“What happened to you Applejack?” Twilight whispered sadly. “What in Celestia’s name did that monster do to you?”

“Twilight Sparkle...”

The group turned to see Fear carefully studying the five ponies as they gathered at their wounded friend’s side. While his mouth was curved into a sinister sneer, the creature’s gaze was cold and calculating. Nearby they could see that the golden orb had been placed on a small pedestal next to the closed gates. Even now the glimmering shape was slowly turning in place, as if spun by a pair of invisible hands.

“… do not think that I was the one who harmed your friend. It was her own decisions that led to her current condition. She completed her challenge, and for that you should be thankful. But she made her own choices when faced with fear, and now must live with the consequences of her actions.”

“You are despicable!” Rarity spat angrily, joined by Pinke Pie who gave the shadowy serpent before them an angry snort.

“Perhaps I am.” Fear chuckled unconcernedly. “But I can assure you that I have been called far worse in the past; so forgive me if I find that particular description of my nature to be lacking.”

As the creature finished speaking the golden orb halted its rotation with an audible click. Soon after, a loud rumbling could be heard emanating from the other side of the closed gates. Slowly the mammoth slabs of rock began to move apart, revealing a darkened tunnel leading away from the fiery caverns in which the ponies currently found themselves.

“Now, the first gate has been unlatched. The challenge has been won. But now you know what your friend has faced, do you dare continue on?”

Author's Note

As before, I wanted to get this chapter out in the hopes of getting some feedback (not that I get very much of that :P). Because it's going out earlier than normal, I'm gonna be going through it a few times to edit any mistakes which, with something this big, I'm sure there are a lot of. If anyone who spots a mistake, or just has a comment about something you think is good, or might be changed to be better, please let me know.

Chapter 1

Chapter 1:

“Finally!” Spike exclaimed as he set the last pair of books on the library shelf. “That took way too long. Honestly Twilight, why can’t you just read one book at a time like every other pony?”

At her desk Twilight Sparkle sighed, not bothering to look up as she flipped through several pages of her notebook.

“Because Spike, I don’t have time to run back and forth looking to find the one book I need while in the middle of my research. It’s much easier to just take down all the important ones in the beginning. Saves time and energy.”

“Yeah…” the dragon muttered with an angry scowl. “… because you’re not the one who has to clean up afterwards. At least this time putting them away didn’t take the entire…”

*WHAM*

The library shuddered as a light blue blur flew through the open window and slammed headfirst into the bookshelf. The collision caused books to fly in all directions, and immediately both the dragon and newcomer were caught in an avalanche of old tomes.

“…day.” Spike finished with a defeated sigh. Growling, he removed a copy of 101 Cleaning Spells fromhis head before shooting an angry glare at the brightly colored tail sticking out from beneath the mountain of books.

“Of course! I should have known it was too easy.”

“Rainbow Dash!” Twilight shouted in an exasperatedly, her horn glowing as books flew from the ground to reveal the smiling pegasus beneath. “What are you doing? We just had everything cleaned up.”

“Yes ‘we’ did.” Spike mumbled sarcastically as he began to once again reorganize the shelves.

“Heh! Sorry Twilight.” Rainbow laughed, removing the blindfold that had been tied around her eyes. “I had a bet with Applejack. I had to show her that I wasn’t afraid of flying with my eyes closed. But…”

The pegasus glanced around at the mess she had caused before giving an embarrassed smirk.

“… I guess I didn’t think it through.”

“Hey RD, where’d… woah nelly!”

The two ponies turned to find their friend Applejack standing at the doorway to the library. Though she tried her best to hide it, a look of amusement flashed across the orange earth pony’s face as she stared at the giant mess.

“Looks like ya’ll just had a stampede come runnin’ through here.”

“You’re not far off.” Spike grunted, earning a glare from Rainbow Dash.

“Well I’ll admit it Rainbow.” Applejack chuckled as she trotted over and helped the pegasus get to her hooves. “You are one brave pony. Crazy! But brave.”

“Of course I am!” the rainbow-maned pony shouted, rising into the air as she struck a heroic pose. “After all, I’m the bravest pony in all of Equestria.”

Closing her notebook with a sigh, Twilight gave her friend a disapproving frown as she moved to join her and Applejack.

“You should be more careful Rainbow. You could have really hurt yourself. Or somepony else.”

“Oh relax Twilight.” The pegasus responded with a dismissive shrug. “I’m way to cool to let something like that happen.”

The purple unicorn simply shook her head with a small smile and turned away to help Spike pick up the fallen books. Still obviously embarrassed by the mess their bet had caused, Rainbow Dash and Applejack quickly began helping as well, and soon the shelves of the library were once again organized with every book set back in its proper place.

As the last tome was put away Spike gave a loud belch of green flames, causing the three ponies to glance around in surprise as a rolled up scroll fell from the dragon’s mouth.

“A message from the princess?” Applejack asked as Twilight’s magic caused the scroll to rise gently into the air and unroll itself for the unicorn to read.

“It’s from… Luna?” Twilight gasped, clearly taken aback that somepony other than her teacher would contact her through Spike. Rainbow was about to ask what the princess’s sister wanted, but stopped after receiving a quick glance from Applejack. After all, they’d be told in due time

Twilight continued to read the letter for several minutes, however her friends began to worry as the unicorn’s confusion gave way to concern, and finally shock. The moment the young pony finished the letter she allowed it to fall to the ground as she galloped towards the door.

“Rainbow!” she shouted urgently upon reaching the exit. “Get Fluttershy right away and tell her to bring a saddle bag! Applejack! Tell Pinkie Pie we need her to come as well. Spike, we’re getting Rarity!”

Before either pony could respond Twilight had flipped the small dragon onto her back and was already out the door, racing across town as fast as her legs would allow.

“What’s going on Twilight?” Spike asked anxiously as he glanced back to see Rainbow Dash fly through the door and speed off in the direction of Fluttershy’s house. “What did the letter say?”

“Luna needs us in Canterlot right away.” Twilight answered quickly, giving a grunt as she barely avoided colliding with another pony. “Princess Celestia is in trouble!”

__________________________________________________________________________

The enormous doors opened with a thundering bang as the six young ponies entered the royal Canterlot throne room. It was already past midday, and at the far end of the hall Celestia’s golden throne gleamed in the sunlight that shown through the beautiful stained-glass windows lining the walls. Though the princess was nowhere to be seen, her golden-armored guards stood at their posts, staring silently at the new arrivals as they approached.

At first the pair of soldiers seemed as stoic as ever. However as she neared the two stallions Rainbow Dash noticed that something was wrong. Whenever the princess had brought her gaurds to Ponyville in the past, the pegasus had tried everything she could to get even a single emotion to cross their faces. Asides from an attempt with Celestia’s pet phoenix, she had yet to succeed. But today was different. The two stallions looked… off … somehow.

They looked… scared.

“Twilight Sparkle!”

The guards immediately stood straighter, something Rainbow would have thought impossible, and the pair bowed deeply as Princess Luna entered the throne room from a side hallway.

“We would like to thank you for coming so quickly.” the dark-coated alicorn greeted them, pausing only momentarily to correct herself. “I mean… I would like to thank you for coming. I am glad that my sister and I could count on you.”

“Of course princess.” Twilight responded as she and her friends ran to meet Equestria’s co-ruler. “What’s wrong? What happened to…?”

The unicorn fell silent at a quick glance from the princess.

"Not here!" Luna whispered before motioning for the group to follow. "My sister wishes for no one to worry about her, but I fear her guards already know something is wrong."

The princess started off down the hall with Twilight and the others by her side. Behind them Rainbow Dash and Fluttershy quickly took to the air, following closely so as not to miss any details. However Luna seemed unwilling to say anything more at the moment, choosing instead to remain ominously silent as she led them down the hallway from which she had entered.

Upon entering the passage, Rainbow immediately spotted a unicorn further down the passage. Asides from his light grey coat and silver mane, the first thing the pegasus noticed about the stranger was how tall he appeared. It was hard to say for certain at this distance, but she was sure the stallion seemed even larger than Big Mac.

By how he held himself, the blue pegasus would have guessed the unicorn was a member of Celestia’s royal guard. However, in all the princess’s visits to Ponyville, Rainbow had never seen a sentinel like this before. The stranger wore a long black cloak that completely covered his back and flank, and as he turned at the sound of their hoof-beats Rainbow could see elegantly designed armor worn beneath the cape. Unlike the two guards stationed in the throne room, this unicorn wore no helmet at all. And instead of the gold employed by members of Celestia’s guard, this stallion’s armor gleamed bright silver.

As the six friends neared him, the stranger appeared to study each pony carefully; his red eyes unblinking as his gaze passed from one friend to the next. Despite the lack of emotion on his face, Rainbow could not help but feel as though she were being judged. With a defiant grin the pegasus puffed out her chest proudly and met the unicorn’s stare head on. Whoever this stranger was, Rainbow was going to make sure he knew she was no pushover!

The stallion stared back at the brash blue pony for several moments, his expression as unreadable as a stone wall. Then, much to Rainbow’s utter amazement, the soldier did the last thing she would have ever expected.

He smiled!

It was not a wide smile by any stretch of the imagination. Instead it was little more than a slight curve at the corners of his mouth. But even this simple sign of emotion was more than enough to startle Rainbow into running headlong into Fluttershy. Obviously amused by her confusion, the armored stallion nodded politely in the pegasus’s direction before turning towards Luna and giving a bow.

“Princess!” He greeted, his face once again an unreadable mask. “The library has been cleared as requested.”

“Thank you captain.” The dark-coated mare responded with a small nod. “Please keep watch out here. I do not wish for us to be disturbed.”

“Of course!” the unicorn replied while Luna continued onward, motioning for the others to follow her. “It shall be as you command!”

The group continued down the hallway, and Rainbow glanced back over her shoulder as the soldier turned and began walking slowly in the other direction. However her attention was quickly pulled back to the matter at hand as Twilight attempted to ask her question again.

"Please!" the purple unicorn whispered anxiously. "Is the princess alright?"

"I do not know Twilight Sparkle." Luna responded with a sad shake of her head. "I have never seen Celestia like this before."

"What happened?” Twilight begged, and Rainbow was sure she saw tears forming in her friend’s eyes as Luna led them into a large library.

“Several days ago…” the princess began, face solemn as her magic caused the doors to slam shut behind them. “My sister and I received a request for aid from the ponies of Manestown; a small mine-town to the east.”

“Mine-town?” Rarity whispered to Pinkie Pie and Rainbow Dash, shuddering at the thought. “How dreadful. I bet there isn’t a single pony there not covered in dirt.”

“Your town?” Pinkie whispered back, looking slightly confused. “I thought Luna just said it was her town.”

Rarity gave the pink earth pony a strange look, and despite the current situation Rainbow Dash had to cover her mouth in an attempt to not burst out laughing.

For her part Rarity looked as if she wanted to say something else, but the seamstress decided to end the conversation where it was as Luna continued speaking. Sometimes there was simply no point arguing with Pinkie Pie.

“Manestown is very old.” The princess explained as a map unrolled itself on a table before them. “According to my sister, it was first founded by earth ponies hundreds of years ago. The mountains near which it was built are famous for their precious gems. And the town itself use to be one the largest producers of diamonds in all of Equestria.”

“There you are Rarity.” Applejack chuckled as she gave her friend a wink. “Diamonds! It sure don’t sound that dreadful to me.”

“Princess…” Twilight inquired as she walked over to study the map. “You said ‘use to.’ Does that mean there are no more diamonds?”

“There are.” Luna replied slowly. “The gems are still there at least. But no one is left to mine them. According to the pegasus who brought us the message, a strange fog appeared around Manestown almost a week ago. Since that time the townsfolk have been forced to abandon the mines, and even their homes. Entire families have packed up and left almost overnight.”

“But why?” Twilight pressed, turning to face Luna. “Why leave all of a sudden?”

The princess was silent for several moments, and seemed to be debating about how best to proceed.

“They feel that the town has become… haunted.”

“H-h-haunted?” Fluttershy squeaked; her eyes going wide as she glanced from the map to the princess. “You mean with ghosts, and ghouls, and…”

“Aw, relax now sugar cube.” Applejack said calmly, giving the nervous pony a reassuring nudge. “There ain’t no such thing as ghosts. Right Twilight?”

“Of course not.” The unicorn replied as she smiled encouragingly at the frightened pegasus. “But Luna… what does this have to do with Princess Celestia?”

The alicorn’s already grim face grew darker still as she turned to stare at the logs burning warmly in a fireplace across from them. For several minutes she remained quiet, and when she finally spoke her voice was filled with concern.

“Two days ago my sister flew off alone. She was determined to discover what was plaguing Manestown, and vowed to put an end to it once and for all. I asked to join her, but she requested that I remain in Canterlot to watch after the kingdom until her return.”

“The princess did come back right?” Rainbow asked anxiously, flying forward to stand next to Twilight.

“She arrived late last night.” Luna confirmed, but Rainbow could see that any comfort this news might have given Twilight was dashed by the princess’s solemn expression.

“Oh my.” Rarity gasped, her eyes going wide with shock. “She’s not hurt is she?”

“No… not hurt.” Luna responded, though it sounded as if she was unsure about the truth. “After raising the moon last night I waited on the balcony of her tower. It was well past midnight, and I was about to disobey her wishes so that I could search for her when I finally saw Celestia. But… I immediately knew that something was wrong.”

Rainbow’s ears drooped slightly at the pain evident in the mare’s voice. Even Pinkie Pie was not her usual bubbly self, and instead stood silently as the group waited for Luna to continue.

“My sister… she could barely fly. And when she finally reached the castle she was not able to even stand on her own. I asked her what had happened. Begged her to let me get help! But she refused. Celestia… she made me promise to tell no one. She said that she did not want the kingdom to worry. But after that... I’m not sure. She continued to whisper, but seemed confused and scared. She spoke of times and places of which I have no knowledge or memory. She mentioned me, asking for my forgiveness. But for what, I do not know. It was as if she no longer knew I was there.”

Luna paused and gave Twilight a questioning glance.

“She spoke of you as well Twilight Sparkle. I… I have never seen my sister cry like that before.”

“Me?” the unicorn asked uncertainly. “Why?”

“I only wish I knew.” The princess answered with a sad shake of her head.

“Please Luna.” Twilight begged, and Rainbow felt her heart sink even lower at how worried her friend was. “May I see her?”

“She has only recently fallen asleep. Though I fear she is not much better asleep than awake. She cries out constantly. Plagued by nightmares for which I can only do so much to help her. If you wish to see my sister Twilight, I will not stop you. But realize that she needs rest… troubled dreams or no.”

The purple unicorn was a silent, her eyes watering as she seemed to fight back against the emotions storming through her. She was torn. Rainbow could tell that much by her face. The young pony obviously wanted nothing more than to make sure her teacher was all right. But she knew Luna spoke the truth, and there was not much any of them could do. Quickly Rainbow moved closer to comfort her friend, and as she did so Twilight gave a smile of thanks.

“As long as she’s resting, that’s what’s important.” The young unicorn whispered sadly, earning a nod of appreciation from Luna before the princess turned to once again speak to the group as a whole.

“My friends, I am sorry that I must asked this of you. But I need your help. I hope that my sister will be well soon, but I refuse to leave it to chance. I would ask that you six travel to Manestown, and find out who is responsible for terrorizing the townsfolk and hurting my sister.”

Luna paused, taking a moment to look each pony eye to eye.

"I wish I did not have to ask this of you six. This will be a dangerous journey. After all, whatever power is capable of doing this to my sister should not be underestimated. I would go to Manestown myself, but my powers are no match for the Elements of Harmony you wield. Also… I do not wish to leave my sister alone. Celestia needs me, and I will not abandon her."

“But Luna,” Twilight mentioned, her ears drooping sadly as she seemed to realize a problem. “We don’t have the Elements any more. Princess Celestia locked them away after our battle with Discord.”

“That is true.” The dark-colored mare responded with a solemn nod. “Like the bonds of your friendship from which they are derived, the Elements hold incredible power. I can certainly understand why my sister wishes to keep them sealed away except for times of great danger. Simply wielding the Elements of Harmony is a great responsibility for ponies as young as you. And Celestia would not wish to force upon you the added duty of guarding such a power when it’s not necessary.”

The six friends stared despondently at the floor, but Luna gave them a knowing smile.

"Fortunately... the Elements are not so far out of reach."

The princess closed her eyes and her horn glowed dark blue. Suddenly a flash appeared in the air before her, and as the light faded the six ponies stared in surprise at the familiar jewel-encrusted box floating in front of them.

"But how?" Twilight gasped, causing Luna to blush slightly at the awe shown by the young unicorn. "I thought they were sealed away so that only your sister could unlock them."

"They were." the mare admitted with an embarrassed smile.

"Then how?"

"My sister is very powerful." the princess answered, trying to hide the pride in her voice. "But I am no stranger to magic Twilight Sparkle. Being locked away for a thousand years does not give one much to do but practice magic."

Luna’s horn glowed yet again, her power causing the lid of the box to flip open and reveal the Elements of Harmony lying inside. The six magical artifacts had been carefully placed within the case by princess Celestia after their battle with Discord, and Rainbow had to admit to herself, if to no one else, that she was somewhat excited to once again have the opportunity to wield them.

Slowly the Elements emerged from their case, floating through the air as Luna used her powers to present the magical items to their corresponding ponies. Rainbow beamed brightly as a golden necklace with a ruby-colored lightning bolt set itself gently around her neck.

"Don't worry princess!" the blue pegasus shouted excitedly as she took to the air. "We won't let you down!"

The other ponies nodded in agreement as they too received their Elements.

“Thank you.” Luna responded with a grateful smile. “Thank you all. I knew I would be able to count on you.”

“We’ll find whoever did this to the princess.” Twilight promised as the Element of Magic floated into the bag tied to her back. “Come on girls! We’ve got a town to save.”

__________________________________________________________________________

Rainbow gave a bored sighed for what must have been the hundredth time since leaving Canterlot. She flew several feet above her friends' heads, glancing around impatiently as Twilight checked the map floating before her. It had taken the six friends all day to get to the forested mountains that housed Manestown. Already the sun was setting on the horizon, and the shadows of the surrounding trees were growing longer with every passing moment.

The bored pegasus looked on as Pinkie Pie pranced around Twilight, humming a wordless tune to herself while Applejack and Rarity followed closely behind their friends with Fluttershy nervously brining up the rear. The yellow pony constantly glanced side to side, her eyes wide while she stared at every bush and tree as if they were ghosts in disguise.

A sudden rustling erupted from a shrub to their left, followed immediately by a very familiar sound.

"Eeeeee!" squealed Fluttershy, flying forward and squeezing herself between a startled Rarity and Applejack. A second later a frightened robin emerged from the bush and flew off into the trees. From the air Rainbow brought a hoof to her face and shook her head in exasperation as the bird vanished from sight. This was the third time Fluttershy had screamed since entering the forest. But at least this time there had actually been something to scream about… sort of.

Flying forward Rainbow stared over Twilight’s shoulder at the map her friend was trying to read.

"How much longer until we get there?" she asked impatiently. “Are you sure we’re not lost?”

"No we’re not lost.” Twilight responded as her magic caused the map to roll itself up and return to her bag. “We should be nearing Manestown any minute now.”

“Finally!” Rainbow exclaimed. Over her shoulder she watched as Applejack began comforting Fluttershy as best she could, but the poor pegasus looked as if she was about ready to jump out of her skin. At least it seemed as if Applejack had stopped her from shaking in fear. Or maybe the fog just made the pony’s shivers less noticeable.

Wait… fog?

“Oh my!” Rarity exclaimed, glancing around as the air began to fill with a rapidly thickening grey mist. “I don’t like the looks of this.”

“I reckon this must be that fog the princess was talkin’ about.” Applejack muttered as she moved next to Twilight, glancing uneasily at the swirling mists before turning her gaze towards the dull red sky. “It looks like Luna is about ready to bring in the night. We’d best be getting into town soon. That is… unless we plan on bein’ stuck out in this fog when the sun goes down.”

“No need to worry!” Twilight responded, giving her friends a nervous laugh. Already they could barely see the trees at the side of the road, and every second seemed to bring yet more mist. “We only have a little further to go. Rainbow, can you clear out some of this fog for us?”

“I’m on it!” the pegasus responded, immediately flying out into the haze. Once she was out of sight of her friends Rainbow began flying in a tight circle, gathering the winds of the surrounding forest into a miniature cyclone. Faster and faster the pony flew, and with each passing second the column of swirling air grew larger. Sure enough, the world around the ponies began to slowly come back into view as the fog was drawn into the rapidly spinning vortex.

“Haha! Look!” Pinkie Pie laughed, pointing at the small twister swirling in front of them. “A funny foggy funnel!”

“Way to go RD!” Applejack called out happily as the other ponies quickly joined in the cheering. “Just keep it steady.”

However, no sooner had Applejack spoken than the six friends realized that something was wrong. While they could once again see the path, already it was being obscured by more swirling mist. Rainbow picked up her speed within the cyclone, and as before the fog began to disappear. Then, just as it had a moment ago, the haze started to surround them once more.

“Hurry girls!” Twilight called out, galloping off down the forest path. Immediately the others were behind her, following as best they could along the winding trail. In front of them traveled the roaring tornado Rainbow had created. The pegasus’ brightly colored tail could be seen flying around the perimeter of the massive funnel, but even this was becoming obscured as the windstorm absorbed more and more of the mist.

Suddenly the trees around them gave way to an open field with what looked to be houses standing silently in the distance. Already the ominous looking structures were beginning to vanish in the rapidly thickening fog, and despite Rainbow’s efforts the ponies soon found themselves encircled on all sides by the thick grey haze. Judging by the light, or what little was left of it, the sun was only a few minutes away from setting.

"Rainbow, you can stop now!" Twilight called out as her mane was whipped about by the rushing air of the pegasus’ cyclone. "We're here."

"I'm... trying!" Rainbow’s voice called out from funnel of mist. "It... won't... stop! Woah!"

The pony shot out of the swirling cloud, crashing with a dull thud as her her momentum carried her headlong into Twilight. A moment later the tornado erupted in a dark cloud as the swirling mists were freed from their windy prison. Soon the six ponies could barely see one another, let alone their surroundings.

"Ow..." Twilight moaned, rubbing her head gingerly. "Why do you have such a hard head Rainbow?"

"Land sakes!" Applejack muttered as she helped both ponies rise. "What in Celestia's name happened?"

With a groan Rainbow Dash rose unsteadily to her hoofs, more than a little dizzy.

"I don't know. That hasn't happened to me before. The air just started going out of control."

"Of course it did.”

The ponies froze as a voice emerged from the fog, and despite herself Rainbow felt as if the hairs of her mane were standing on end. The sound was no more than a whisper, but it was as icy as a mid-winter’s chill.

“You will find the air here does not like to be disturbed. Well… not by the likes of you ponies."

"I assume you all heard that?" Rarity asked nervously as Fluttershy gave yet another squeak. For once Rainbow didn’t blame the poor pegasus. That voice was enough to send shivers down anypony’s spine.

“Yes…” the voice chuckled. If Rainbow had thought the whisper was bad, this heartless laughter was even more ominous as it broke through the silence of the forest around them. “I do believe they heard me.”

Somewhere in the distance a crow gave a startled *caw*, it’s rough call piercing the air as something moved through the mist to their left. At once the six ponies spun to face the shape, but a moment later the churning fog revealed the shade to be nothing more than an old tree trunk.

“So these are the great champions of Equestria!” the voice remarked, this time coming from their right. Though it was louder in volume this time, it’s tone was no warmer than before.

“The six ponies who, through their bonds of friendship, have harnessed the Elements of Harmony. The same ponies who with this power defeated two of the greatest threats this land has seen in millennia!”

Rising into the air, Rainbow scowled as she peered into the mist in an attempt to find the source of the taunting whispers. Below her she could tell that her friends were doing the same. Well… most of them. Pinkie Pie was too busy laughing at the fact fog was talking. Meanwhile Fluttershy looked as if she wanted to be anywhere but here.

“I must say…” the whispers continued. “… I am not too impressed. For the feats you six have accomplished, I would have expected more. Instead all I see are six little foals who have been lucky up to this point.”

“Who are you calling a foal?” Rainbow shouted angrily, though her anger drew nothing but another bout of cool laughter from within the mist. Snorting in frustration she dropped to ground and stood next to Fluttershy.

It was no use! No matter how hard she tried the fog blocked everything from view.

“Are you the one who scared away the ponies from this town?” Twilight asked, her gaze fierce as she focused on where the laughter had originated.

“Indeed.” Came the response, though this time it was clearly amused by the unicorn’s words.

“And the one who attacked princess Celestia?”

“Of course. Though I would not go so far as to say I ‘attacked’ your precious princess, for it was she who challenged me. And while I would have greatly appreciated the opportunity to meet the ruler of Equestria in glorious combat, her interference here would have only served to complicate matters. Therefore I… dealt… with her.”

“What did you do?” Twilight growled, her horn glowing fiercely as the Element of Magic rose out of her bag and alighted gently on her head.

“What a sweet student you are Twilight Sparkle.” the voice taunted while its tone dripped with false respect. “Are you worried about your dear teacher? Then you’ll no doubt be pleased to hear that there is no need for concern. Your princess is in no immediate danger. Though… that may certainly change with time. After all, there’s no sure way to know what the future holds.”

Twilight remained silent, obviously trying to bring her anger under control. Therefore it was Applejack who spoke up next; walking over to stand next to her troubled friend.

“Who are you?” the earth pony yelled into the fog, not even bothering to hide her frustration.

"A valid question to be sure." the voice responded casually as the mist continued to churn around the group. "Though... not nearly as important as WHAT I am."

"All right then!" Applejack called out; clearly annoyed that somepony… or something… was toying with Twilight’s feelings. "If that's what you want then what are ya?"

For the first time there was no response. No laughter… no taunting… no sound of any kind. Instead the pony’s question was left floating in the silence of the rapidly approaching night. Rainbow saw Applejack glance over at Twilight, but the purple unicorn only gave a confused shrug.

Suddenly the fog before the group dissipated, and from behind them Rainbow could hear Rarity give a small gasp of surprise as the retreating mist revealed a very familiar figure.

"Applebloom?" Applejack choked, stunned to see her sister so far from home.

"Applejack!" Applebloom called out, clearly just as shocked to see her sister. "Thank Celestia I found you. Where are we? How’d I get here?"

As soon as she had spoken, a loud cracking sound shook the group as the ground beneath the little filly gave way. In an instant the young pony disappeared from sight; her terrified shriek ringing through the air.

"Applebloom!" Applejack cried out, her eyes wide with terror as she bolted forward to where her sister's red mane had disappeared into the earth. "No! Applebloom!"

The pony galloped with all the speed her legs would give her, and within seconds she covered the distance to the spot where her sister had stood a moment ago. However, there was no sign of the young filly; nor even of the fissure into which she had fallen. Instead the orange earth pony found herself staring at an unbroken patch of dirt as her friends ran quickly to join her.

"Oh... what a beautiful display of sisterly love." the voice in the mist cackled, arising once again as the fog rolled in to block the sky from view. "A truly wonderful sight.”

"Where is she?" Applejack shouted, her green eyes burning with a mixture of fear and anger as she spun quickly in a circle. Desperately the pony tried to see into the fog; searching for the smallest sign of Applebloom,

"WHERE IS MY SISTER?"

"Now Applejack, there’s no need to shout." the voice replied in a soothing tone. "If I had to guess, I would say she is still on that little farm of yours. But who really knows? After all, your home is so very far away from here. However, I will tell you this much. I at least have not touched her. While it is unfortunate, my power does not extend all the way to Ponyville. At least... not for the moment."

"An illusion..." Twilight whispered reassuringly as she approached her friend and placed a comforting hoof on Applejack's shoulder. "It was only an illusion."

"But why?" Applejack gasped, the remains of tears in her eyes as she met the unicorn’s concerned gaze. "Why would he show… that?"

Twilight shook her head sadly. Even from where she stood Rainbow could hear that Applejack was still breathing heavily from the shock she had just received.

"Why?" the voice asked from the mist, its reemergence causing Twilight to scowl darkly. "You asked a question, and I answered."

"What kind of answer was that?" Rainbow shouted. "You didn't tell us anything!"

"Is that so?” came an icy chuckle. “I would have to disagree. The sinking in her stomach Applejack felt when she saw a loved one, alone, so far from home! The chill that coursed through her veins as Applebloom vanished from sight! The sheer terror that griped your poor friend’s heart when she heard her sister scream! Oh, you can be sure that I answered her question."

The voice cackled loudly, and the sound caused Fluttershy to give a terrified shriek as the mist around them began to thicken. For several seconds there was only silence. Then... slowly... the voice began to chant. The words were not loud. Instead once again they were merely a whisper, like a breeze through the nearby forest. Yet for some reason, they were all the more ominous for their lack of volume.

"I am the creaking of the floor at night.
The image of a phantom as it fades from sight.
Terror... Horror... All of these things.
I am the dark which grants nightmares wings.
The sound of the night-wind when it howls your name.
The feel of the tree branch when it grasps your mane.
An unseen monster, and roaring storms..."

With a rush of wind the mist in front of the ponies condensed, solidifying to become a living creature.

"I am Fear, in all its forms!"

The six friends jumped back from the figure that had appeared out of nowhere, and even Rainbow hesitated as she stared at the beast standing before them. It looked almost like a small dragon, though appearing far more serpentine than any other dragon the friends had encountered before. It's scales we're dark black, and yet seemed to gleam in the light of the rising moon that now shown through the diminished fog. A pair of wicked looking horns adorned its head, and four enormous bat-like wings spread out from its back. However, it was the creature’s eyes that drew most of the ponies’ attention; for they gleamed like burning torches through the dark mists that slowly encircled its body.

"Fear?" Twilight responded as she allowed her eyes to meet the creature’s fierce gaze. To her left Rainbow Dash wanted nothing more than to charge the monster, but at a quick glance from the unicorn the she restrained herself.

"Indeed." the figure answered, smiling to reveal two rows of vicious looking teeth. Sure enough, its voice was the same as the one from the fog.

"Fear! The universal emotion! It is both who and what I am."

"Fear huh?" Applejack snorted her eyes narrowing as she glared at the strange beast. "Some friend of Discord's I reckon."

The creature's smile vanished immediately, and it's eyes blazed as it turned its full attention to the orange earth pony.

"Discord?" the monster growled, and for the first time there was no amusement in its voice. "You will find I am nothing like him!"

There was a short pause, and slowly the smile began to return to the creature's face as it gave an uncaring shrug.

"I will not lie. The chaos Discord sowed throughout this land was certainly amusing. And the terror his actions instilled was most welcome. However, he was a fool! One who was too overconfident in his own power and abilities. He underestimated you!”

For a moment the creature leaned forward, and its eyes locked with those of Rainbow Dash.

“In the end Discord paid the price for his arrogance. An eternity encased in stone would be a punishment he well deserves."

The six friends stared silently at the beast, taken aback somewhat by its obvious disdain for their old enemy. Twilight was the first to beak the silence.

“Alright, if you are not a friend of Discord’s, why are you here?”

"Why?" the monster growled. “I was brought here so that I might challenge those who wield the Elements of Harmony. It was not my choice to come to this little town. Though now that I have arrived, I must say that it is not as bad as I would have expected. I only had to make a few changes so that it would suit me better."

The figure waved a claw in the direction of the buildings the group had seen earlier, and slowly the outline of a town appeared. The small collection of stores and houses stood silent and abandoned against the swirling mist, and Rainbow felt a shiver run down her spine as a moaning wind caused the doors of a shop to swing open on their own. Not a single light could be seen coming from within the derelict buildings, and even had Luna not told them so already Rainbow would have guessed that not a single pony called this place home. Well… not any more at least.

"Give me a week or two..." Fear continued with an ominous sneer as the fog rolled in to once again consume the village. "… and I'll have all of Equestria like this. I can hardly wait."

“I don’t think so!” Rainbow responded, flying forward until she was eye to eye with the monster. “You think we’d let you get away with this? You know how we defeated Discord? Big deal! We’ll beat you just like we did him!"

"You know it partner!" Applejack shouted while Twilight and Rarity gave approving nods. However, rather than drawing a scowl from the being which called itself Fear, the pony's brave words only caused his smile to widen even more.

“Beat me?” He laughed, immediately fading away into mist. Rainbow Dash blinked in surprise at the unexpected disappearance; however a moment later the creature rematerialized at Fluttershy’s side, causing the yellow pegasus to almost jump out of her skin.

“Now how do you intend to do that?”

Rising onto his hind legs the creature spread its dark wings and the fog behind him turned as black as storm clouds. The light of the newly risen moon could barely pierce the swirling mists, and a fierce wind rose up around the ponies as Fear laughed menacingly.

“I’m afraid little ones, that defeating me is something which is far beyond your abilities. You may possess the Elements of Harmony, but even with such a power at your disposal you will find that you cannot conquer me so easily. I assume it was for this reason that I was brought to this pathetic little town in the first place.”

"Brought here?" Twilight repeated, causing Rainbow to glance questioningly at her friend. "You said that earlier as well. That somepony brought you here to challenge us! Who? Why?"

"Does it matter?" Fear responded as he gave the ponies a wicked grin. "Even if I had any intention to name the one who summoned me, it would not change the fact that I am here.”

With cold chuckle the monster lowered his head so that his gaze was level with Twilight’s.

“As for ‘why.’ I already answered that particular question. I want to witness first-hand the strength of princess Celestia’s champions, as well as the magic you possess. Once I have dealt with you six, I intend to take what has been too long denied me. My power will spread across the entirety of this land! And as I make their nightmares a reality, the ponies of Equestria will find themselves consumed by terror. Through their fear, these lands will finally fall into my domain.”

"Friend or not, you're no different than Discord!" Twilight called out, earning a vicious sneer from the monster before them. "He tried to drive all of Equestria into chaos. But he was no match for the Elements of Harmony. Like you, he didn't believe in their power."

"Twilight…” Fear responded, shaking his head in mock-disappointment even as his eyes continued to burn fiercely. “I would have expected more from a student of Celestia. Do not think that I am foolish enough to underestimate the Elements."

The creature stood up again, and while the fog made it difficult to say for sure, to Rainbow it seemed that he stood taller than before.

"I do not doubt the power of the Elements of Harmony. They are an ancient magic. However, I am older by far! The Elements are unique to pony kind. But every creature that ever was… or ever will be… knows of me. Be they birds of the sky or beasts that walk upon the earth; Fear makes no exceptions!"

“Oh yeah, well we're not afraid of you!" Rainbow countered proudly. However, the pegasus’ claim was undermined somewhat by a frightened whimper from Fluttershy.

"Well… I'm not afraid of you." the blue pony corrected herself with a quick glance towards her friend. "I'm not afraid of anything."

"A proud boast Rainbow." Fear commented, his eyes narrowing as the smile on his face grew dangerous. "Proud boast indeed. However a lie is a lie, no matter the reason for it’s telling!"

"I'm not lying!" Rainbow shouted adamantly. "You can't scare me. Not the bravest pony in all Equestria! There is no way a monster like you could ever hope to know what makes a pony like me tick. And my friends are no different. Keep laughing all you want, but you won't be able to intimidate us. Princess Celestia trusted us to protect Equestria. There’s no way we’d let you get away with this.”

During the pony's short speech Fear's sneer slowly vanished to be replaced by a furious glare, and as Rainbow finished speaking and the other ponies cheered, the monster’s eyes blazed with rage. The swirling mists darkened ominously, and this time there was no mistaking it as the serpentine-creature grew in size.

“You would do well to think before speaking.” He growled at Rainbow, the fog around the ponies diminishing so that the newly revealed moonlight gleamed off of Fear’s wicked fangs. “To claim that you are without fear is a lie! You may tell it to support your friends, to give them courage in the face of danger. However, it is a lie nonetheless. And it is one that I… WILL… NOT… TOLERATE!”

“Come on girls!” Twilight shouted, the air around them howling as the giant creature took to the sky. “Let’s show him that even fear is no match for the power of friendship.”

The star of Twilight’s crown flared suddenly to life, and Rainbow felt the necklace around her neck grow warm as the gem of her Element began to glow. Slowly the Pegasus felt her hooves leave the ground as the magic of the six Elements lifted her and the other ponies gently into the air. The fog around them vanished almost immediately as the lights of the awakened magic began to drive away the darkness, and for the first time since it’s arrival Rainbow felt the oppressive cold of the surrounding mist evaporate.

“Very well then!” Fear roared; raising a claw towards Rainbow and her friends. Even as the Elements of Harmony began to gather their strength, the remaining fog flew upwards to form a dark wall in front of the snarling creature. The lights of the Elements continued to grow in intensity, but the monstrous figure above them simply laughed.

“I shall prove to you that there is no hope for you ponies. Do you really think your power is enough to drive out Fear? If that’s the case then show me the strength of Celestia’s champions! Let me see just how powerful your friendship truly is!”

Rainbow gritted her teeth and allowed her eyes to close so that she could focus on the warmth emanating from her Element. Already she could feel the energy inside the gem building as the invisible bonds that connected her to her friends grew in strength. Even without seeing them, the pegasus could sense the other ponies as their power joined with her own.

Above them Fear continued to laugh, seemingly unimpressed by the magic of Harmony. However, his taunting served only to drive Rainbow’s anger to new heights as the young pony poured all of her emotions into her Element.

This monster wanted to hurt her friends! He had already made that fact abundantly clear. But Rainbow was not going to allow that to happen! He may have been strong enough to defeat Princess Celestia, but the pegasus would not allow her mind to linger on such dark thoughts. There was no time to worry! No time for doubt or second-guessing! If it meant protecting her friends and home from this monster, Rainbow would give this attack everything she had. The loyalty she felt towards her friends flowed into her Element, and in that moment the six champions felt the true power of Harmony erupt forth.

Opening her eyes, the blue pegasus was just in time to see a blinding rainbow streak across the sky and strike the barrier Fear had erected in front of himself. The monster’s burning eyes widened in surprise as the spear of light impacted against his shield, and immediately he brought his other claw to bear as he pressed against the back of the midnight-colored wall. The fog held, but already Rainbow could see that Fear was straining as he fought against the force of the Elements.

“This is…NOTHING!” the monster roared, giving a strained laugh even as he struggled to maintain his shield. Fear’s wings beat the air furiously, but already the six friends could see that he was being pushed back as the rainbow of colors grew brighter still.

“YOU… WILL… NOT… DEFEAT… ME!”

Suddenly a loud cracking sound broke through the night, immediately followed by a second, and then a third. Rainbow watched in awe as fractures of pure white light appeared in the barrier that Fear had constructed.

“What?” the creature gasped as the cracks began to spread across the entire surface of the fog. “This is impossible! How can you six possess such power? How…”

With a sound like the breaking of a window the wall of fog shattered, the pieces vanishing into nothingness as the power of the Elements continued onward to strike the monster head-on.

“NOOOOOOOOO!!!” Fear howled, red eyes widening in shock as the same white cracks that had appeared in his barrier began forming all along his scaly body. Slowly these too began to spread until not a single inch of his being was left untouched. For several seconds the creature fought against the power that consumed him, snarling in fury as he attempted to escape from the magic of the Elements.

But he could not hold out for long.

With the sound of shattering glass the monstrous-being vanished in a roar of light and sound. As the glare of the explosion faded away and the Element around her neck fell silent, Rainbow gave a relieved sigh; releasing a breath she hadn’t even realized she had been holding. Nearby the pegasus could hear the other ponies doing the same.

Though the moon still shown overhead, the difference in the forest was like night and day. The ominous chill that had been present even before the fog had appeared was no more. Instead a warm breeze flew gently through the field, causing the leaves of the nearby trees to rustle gracefully. Despite herself Rainbow Dash began laughing. There was nothing particularly funny, but she found that her relief would allow for nothing else. Needless to say, it did not take long for her friends to join in.

“Land sakes!” Applejack exclaimed, staring happily up at the newly revealed stars before turning to the rest of the group “Are ya’ll ok?”

“Never better!” Rainbow shouted in excitement. Taking to the sky she made a celebratory loop in the air before landing gently next to Fluttershy. “I knew we could do it!”

The blue Pegasus gave her friend a reassuring wink and Fluttershy smiled for what must have been the first time since the meeting with Luna.

“I’ll admit...” Twilight muttered with a small shake of her head. “I was scared. I didn’t know if we’d be able to beat him. After all, he did manage to defeat Princess Celestia.”

“I hardly see how a brute like that would have stood a chance against the princess.” Rarity scoffed, carefully removing a rogue leaf that had lodged itself in her mane.

“He certainly seemed mighty sure of himself.” Applejack agreed with a frown. “For all his big talk, I reckon he must have snuck up on her. There ain’t no way he fought fair and won.”

“Or maybe we’re just that awesome.” Rainbow Dash remarked, giving an apologetic smile as she received a scowl from Twilight. “What? I’m just saying…”

“Let’s go.” The unicorn sighed, rolling her eyes dismissively at the pegasus before turning her back on Manestown. “I want to make sure the princess is alright.”

“I hope she’s feeling better.” Fluttershy sighed as she and Rainbow moved to join their friends.

“Cheer up sugar cube!” Applejack chuckled, nudging the yellow pegasus playfully. “I’m sure she’s just fine. Start thinkin’ happy thoughts. Like how we can say good-bye to this creepy town.”

“Good-bye? But you only just arrived?”

Rainbow froze, her blood turning to ice as the other ponies stopped dead in their tracks. Twilight’s eyes went wide in terror, and as the other ponies spun quickly on their hooves Fluttershy looked as though she were about to faint.

A howling wind rose up from out of nowhere, and within moments most of the stars were obscured by pitch-black storm clouds. As a massive bolt of lightning split the sky, its flash revealed the outline of an all-too familiar figure.

“Oh come now!” Fear snarled darkly as he glared at the six friends. “Did you really think that would be enough? I suppose I should not be too surprised. After all, it was exactly what you expected to happen. Was it not?”

The beast leaned forward and Rainbow watched as her friends all took a tentative step back… or several in Fluttershy’s case. For her part the blue pegasus managed to hold her ground; though doing so was no easy task. The sheer malevolence emanating from the creature was suffocating.

“Did you enjoy my performance?” Fear hissed, his eyes ablaze as bolts of light continued to streak across the sky. “I tried my best to give the show you wanted. To simply wait for the power of the Elements to consume me as it did Nightmare Moon and Discord! Judging from your expressions, I’d say I succeeded. Good! I was worried for a moment that you’d see through my act. After all…”

A flash of lighting caused the beast’s fang’s to glint as he gave the group a wicked grin.

“… I find it difficult to feign such incompetence!”