The City of Dreams

Prologue:

Twilight Sparkle nervously paced back and forth inside her library, her eyes darting between multiple scrolls that were levitated in front of her. One scroll in particular was slightly larger and more weathered than the rest, with its paper turned a yellowed tan with centuries of age. It was this scroll that held the violet pony's attention the most as she tried to decipher its contents.

A young purple dragon watched from the sidelines of the rapid study, but grew more and more concerned as time went on. Spike eventually gathered up enough courage to interrupt the maelstrom of quills and scrolls to get to the pony in the center.

"Twilight, you haven't slept since you got that old scroll of yours..." Spike said as he ducked an incoming inkwell.

"Uhuh Spike, that's good. Just put the toast on the table, I'll be there in a minute." It was obvious that she didn't really hear what he said and that was just a reflex.

Spike moved closer and nabbed the floating scroll from the magic that encased it. Twilight was instantly aware of her surroundings, her eyes scanning for the missing scroll. She was a mess, her eyes where bloodshot and deep purple bags had appeared under each eye. Her hair was a mess as well and seemed to shoot out in several directions from lack of care. She eventually spied the scroll in Spikes claws and attempted to pry it from him, but the little drake held fast. Eventually Twilight stopped; if she tugged anymore the scroll might get damaged.

"Spike, I need that!" The mare almost screeched.

"And you need some sleep!" Spike yelled back, with enough force that it surprised the Unicorn. "Do you even know how long you've been working on this thing?"

Twilight shrugged, "Maybe a day or so?" she ventured sheepishly.

Spike gave her a disapproving look, "Three days, straight."

"Oh wow, was it really that long?" She noticed just then the extent of how exhausted she really was and started to keel over.  Spike rushed over and managed to catch the falling mare, barely. A brown barn owl swooped in and saved several of the most important things from crashing to the floor. Spike struggled as he lifted the purple pony and made his way up the steps to the loft.

"Thanks Spike," Twilight said as she stiffed a yawn, "you're not my number one assistant for nothing"

Spike grunted as he made the last leg of the trip and lowered Twilight onto her bed. "Ah don't sweat it Twilight, that's what I'm for." He looked down at the scroll he had saved Twilight from, "I know that the Princesses had asked you to find out the mystery of that old thing, but I don't think that you should wreak yourself over it." He turned back to see that she had already fallen fast asleep, still dreaming of what the scroll might contain. She knew she was close.

Chapter One: Down the Rabbit Hole

Twilight's friends had gathered in the library after hearing that Twilight had made a break through. They were all anxious to hear about what it was that had kept their friend so busy the last week. If it were just a simple task, then she would have done it in a day, but it seemed that this wasn't at all simple, and that worried them a bit. The last time Twilight had made a discovery of this level it had been an accurate prediction of the return of Nightmare Moon. And the fact that Princess Celestia had given Twilight the task of decrypting the scroll instead of somepony from Canterlot made it look like something that needed the best of the best. But their trust in their friend had kept them from thinking the worst would happen, and so they didn't panic, yet.

The girls had formed a semi-circle around a well rested Twilight and prepared themselves for a long lecture that usually accompanied these kinds of events. Twilight cleared her throat as she readied herself. She levitated the scroll in question in front of her and placed it down onto a small wooden table. They all stared at her with their full attention, well, almost all of them. Rainbow Dash had since started nodding foreword, her eyes fluttering closed. Applejack nudged the teal blue Pegasus, several times until Rainbow Dash shot up and scowled at the orange Earth Pony. Everyone thought that a brawl might break out, but it was defused as Twilight cleared her throat again and glared at both of them. They stopped and paid attention from then on.

"Girls, as you know for the past week I've been trying to understand what this scroll contains. It was found after an excavation of some ancient pony ruins past the Everfree forest. This scroll contains ancient magic that dates back to the foundation of Equestira!" Twilight started to get excited as she began to reveal her discovery.

Rarity raised a hoof from where she lay on her red velvet sofa, "Yes Rarity?"

"I don't mean to sound rude darling. But isn't Equestira over several thousand years old? How could that little piece of tacky parchment have survived as long as it did buried in some old ruin?"

"Well, although the ruin was, well, a ruin. An encasing spell had held it and protected it all these years. Those ancients had held it in such awe that they protected it even as their civilization crumbled. But what's really interesting are these." Twilight held up the scroll and unraveled it fully in front of the group; they all let out a collective gasp. There at the bottom of the scroll under some ancient text that none of them could read; were all the symbols of the Elements of Harmony. Now they knew why Twilight was given the artifact and nopony else.

Applejack was the first to recover from the awe, "Then that there'll mean the Elements had somethi'n to do with this scroll."

"Exactly!" Twilight beamed as her friends caught on, "The Elements of Harmony are the oldest and most powerful sources of magic known to ponydom! These ancient Ponies seemed to have a connection with them, and that this scroll ties into them as well. Who knows, maybe these ponies where even responsible for their creation!"

"This is all very exciting Twilight, but why should it be this important? I mean, we already know how to use them, why should we care about the little details when there could be more important things?" The rainbow maned Pegasus said nonchalantly as she flew circles around the library.

"Because Rainbow, I found out a way to make the elements work at optimal capacity!" Twilight grinned.

"Optical whatnow?" asked a slightly puzzled Applejack.

"It means dear, that the Elements can become more powerful," Rarity said as she filed a hoof.

"So, that means that there can be twice the amount of fun we can do with them?!" Pinkie Pie said as a wide smile stretched her face.

"Yes Pinkie, it means that we can do more with them, even do things that we weren't able to do before." Twilight said as she rolled up the scroll and placed it back down.

"Um...if I might ask...doesn't that sound a bit...dangerous?" A cream yellow mare with a long pink mane that covered most of her faced asked from behind Rarity's sofa.

"She's right there Twi, I don't reckon that this here is the best thing ta do. What if we end up hurt'n somepony?" There were several nods as Applejack made her point.

"Well, that's why we'll use it out and away from anypony. I've already told the Princess of my plan, and she's approved of it. We can try it out in the badlands near Appaloosa." Twilight reassured her friends. They agreed that was the best plan and they all knew from the experience of the Royal Wedding awhile back, that there were even greater powers out there than The Elements. With the revelations passed, they all started imaging what feats they might accomplish with their new power.

"I bet that I can throw everpony in the entire world a party all at once!" Pinkie said as she pranced around the room.

"Oh don't be silly dear, with it I could create the most absolutely divine dress ever conceived of!" Rarity swooned at the prospect of the glorious dress and the fame with it.

"Ha, are you kidding me?" Rainbow scoffed, "with it I could reach unbelievable speeds! I could easily create the greatest Sonic Rainboom EVER!

"Yep, that there sure is unbelievable," Applejack said.

Dash looked down at the Stetson wearing Earth Pony, "Oh, and you might have a better idea then?" She challenged.

"Eeyyp, we could easily feed every pony in Equestria. No more starvati'n in Stalliongrad or Zebrica!" They all had to admit that it was a pretty good idea. They all soon left to prepare for their journey to the badlands.

Two days and a train ride later the girls were at Appaloosa Station. There they met Applejack's cousin Braeburn, as well as Chef Thunderhooves and Little Strongheart. They spent some time catching up and sharing a few stories of what happened since they last met. Braeburn lent Applejack the family cart, since when they tried to ask some of the carriages for a ride they just took one look at A.J. and promptly refused. They all had a laugh at the memory of the carriage chance they had before. Pinkie laughed the hardest, but Rarity still seemed to harbor some resentment from the whole affair. They stayed the night in town, and had a little feast to the reunion.

The next day the six mares left for the badlands after their farewells to everypony in town. By the time they had reached their destination it was well past high noon. And they reached the spot none too soon, as a few of them were about to strangle Pinkie for asking for the billionth time "Are we there yet" The area was flat and expanded in all directions until it met the dusty blue horizon, a few mesas dotted the expanse, and a tumble weed rolled past occasionally, but otherwise there was nothing but dirt and dust all around them.

"Perfect, with this nopony will be harmed if something were to go wrong," Twilight said to herself.

Rainbow Dash flew over to her Violet friend, "That's actually something that's been bothering me Twi, are you sure that nothing will go wrong? I mean it would be totally awesome to give the Elements a boost, but if we get hurt then it won't be so awesome." Dash said, being uncharacteristically somber.

Twilight looked back at her friends, and saw that they were also thinking the same things. Granted nopony wanted to get vaporized, so Twilight couldn't blame them.

"Nopony is going to get hurt," She reassured her friends, "the only reason why we're out here is because the princess just wants to be extra cautious. I've studied the scroll several times, and I know the enchantment by heart. The spell acts as an energizer for the elements, and this isn't the first time it's been done. The ponies of old managed it, so I think we can too. Besides, I trust you all. There's nothing that can stop us if we work together."

All the girls looked back at Twilight with renewed courage. "We're with ya Twilight, whenever you're ready." Applejack said as she donned her necklace, the others followed suit and all of them formed a circle

Twilight donned her Crown and proceeded to chant something that none of the others could make sense of. She closed her eyes, and took a breath as if she was about to go under water. Suddenly she opened her eye lids, but what were under them weren't her deep purple irises, but a blinding white light. A high pitched noise also came from her mouth; the sound was unlike anything they had heard before and was almost like a cross between a song bird's whistle and the screeching breaks of a runaway train. She started to levitate, and soon the others did the same. Pinkie giggled as a tingling feeling washed over them like a wave of static. Rarity, said something about how hard it would be to get her mane back to normal, but otherwise didn't mind. After the tingling had passed a heat started to emit from each of their necklaces, it wasn't a scorching burn like heat, but more of a warmth that started to spread though out their bodies. One by one they started to emit the same blinding light as Twilight though their eyes. They could feel the Elements searching their very being for the element that each of them possessed. The process wasn't painful, but it felt odd to the girls.

Eventually the sound and light grew louder and brighter, everything seemed to turn whitewashed with each of their floating bodies highlighted with charcoal black. The noise reached unbearable levels, and even if they tried to flatten their ears to block out the sound it still pierced their heads. Then when everyone thought that they couldn't take it anymore and that they might lose their sanity, everything turned to black as they all fell unconscious.

Twilight was the first to recover from among her friends. Her head throbbed with a headache that would probably stick with her for days, and she felt funny. Her stomach churned and she barely contained her contents of her last meal coming up. She tried opening her eyes from the darkness, only to be greeted by even more darkness. She looked up and saw stars above, "I must have been out for quite some time," she thought to herself. She attempted to right herself only to fall down again. "I must still be dizzy from the enchanting," she told herself. But something was really off, and worry started to grow inside her. Just then she noticed something odd about herself. She was colder than usual, and moving a hoof to her belly she noticed that her coat had disappeared. But with this came another startling realization, though being bald was startling enough, it was the way she felt her now bald belly. Shakily Twilight moved her hoof up to the stars and screamed. Instead of her round hoof, there was a hand with claws similar to Spike's. Though these claws weren't sharp, they where long and jointed. Twilight moved her other hoof to make sure it was like the other, and sure enough it was.

Shock still holding her, she contemplated just laying there on the ground. But with curiosity brewing and a concern for her friends growing, Twilight put her new hands on the ground and pushed herself up enough to get a look at her surroundings. Her prediction was right; she saw that eveypony wasn't a pony anymore. Even in the dark, she could tell that all six of them where now anything but a pony. Some of the others were also starting to regain consciousness. And just then she heard a rumbling, and turned to peer into two bright lights fast approaching them.

William Hartmann was a bit lost in thought as he drove his truck along Highway 50 just outside Reno Nevada. He had just finished his work in one of the many hangers at Reno Stead Airport, and was on his way back home. A quick glance at the radio told that it was 3:27am. The radio was of out of place in the old beat up 1978 Ford Ranger, it was only a year old but that put it at least three decades younger than the truck it was installed in. At the moment it was blasting queen's bohemian rhapsody. But even that didn't seem to change Will's mood.

"'Oh, you want a raise boy?'" Will said to himself, mimicking his boss's gruff voice, "'Well, you need to earn it though hard work over time my boy! You can't just expect the world to give you everything!' I already knew that you old fart! I've been working on planes since I was sixteen, I worked for you for four years, and I can easily do a better job than most of your other grease monkeys! But oh no, you can't get a simple raise simply because you don't have the seniority!" Will shouted at the road ahead as if it was his pudgy boss's face.

Eventually after his little brooding, and rant, William felt a little better. Deep down, he knew that his boss was right, and that he had been a little rash when he asked for a better salary. The others certainly weren't as skilled as him, but that didn't mean that they were bad at their jobs. And looking to jump ahead seemed a lot like arrogance to them. The tale of Icarus popped into his mind, a hollow chuckle escaped his lips.

"Well, at least the pay is decent enough I sup-" He was cut off as his head lights caught something on the road up ahead. It was pale and looked like a body lying on the road. "Shit!" Will yelled as he swerved the wheel trying to avoid the body and saw that there was still more up ahead along the road. It took some quick reflexes, but he made it thought the gauntlet of human obstacles without hitting one of them. And after stopping the truck a few meters ahead Will sat there in his truck, he took in several ragged breaths as he tried to get his heart back out of his stomach. The radio was playing The Show Must Go On and Will snapped it off. After a few more deep breaths, he turned the truck around and drove over to the bodies.

"This is some weird shit man; I hope there wasn't an accident or something." As the vehicle moved forward slowly the shapes of the bodies came under the headlights glare. There before him, lay and sat six completely naked girls. Some appeared to be unconscious, and the one sitting on her rump was shaking with fright, but otherwise they weren't hurt. A sigh of relief came, but this only made things more complicated. Maybe they where escaped illegal immigrants or sex slaves for one of the Cartels. Unbuckling himself, William grabbed his Smith and Wesson .357 revolver out from the glove box.

Carefully, Will opened his door after making sure that his brake and emergency lights where on, and the Ford was in park. The girl sitting on the asphalt recoiled a bit, but otherwise didn't move. Instead she just stared at him with a mixture of terror, curiosity, and awe. There was a silence that grew in the desert night air as the two just stared; only interrupted by the pops and creaks as the engine of the Ford started to cool. Will noticed that she was starting to shiver from the night air and not just the fear. Eventually he knew that he was the one that do something about the situation.

"Um...hello there, can you understand me?" Will eventually said from his truck's door, his gun was still in his hands behind it.

The girl at first just nodded, caught herself, and spoke, "Y-yes, I-I can understand y-you." Was all she said, obviously still in shock.

"Do you need any help? I can try and help you if you need it," Will offered, remembering the emergency fire blanket behind his seat.

"Yes, t-thank you." She said, slightly relieved that he was willing to help her, but then she looked around at the others. "I think we need as much help as we can get," the girl said quietly as she looked at the other bodies.

Will still looking back at the group in his headlights every so often as he ducked back inside his truck and retrieved the blanket. Even if they were in Nevada, it was still 15c° outside, and they needed something to cover themselves up with. Will stashed the gun on his seat, and headed toward the girl. With the rapid flow of events, he hadn't had time to process the fact that they were all stark naked. And so when he went closer, he turned his eyes to avoid looking at them, and Will could feel a bit of crimson reach his face in a blush. The girl, though curious of his behavior, accepted the offering with a thank you. She then started to skid on her hands and knees to the others who were starting to wake. William took a few steps back to the truck, and let the girl attend to her own.

He still found all of this very fishy; the girl didn't speak in any kind of accent, so she wasn't foreign at least...right? But what raised some questions was that they were out in the middle of godforsaken nowhere, with no clothes on! And how did they get there? Where they simply dumped there? Then Will noticed something extremely odd about them that made all else seem like an every day normal event.

Sticking out of the girls head was a freaking purple horn! Looking at one of the others that she was attending he noticed a pair of yellow wings folded on her back! But to top it all off, they all had tails that matched their hair! Will was seriously freaking out now, and the urge to simply get back in the truck and drive the heck away was strong, oh so very strong. But something kept him there. Something prevented him from ditching them to drive as far away as possible. Was it curiosity? Maybe. Was it the sight of seeing multiple naked girls? Nah, he was too much of a gentleman for something as crude as that.

Then he had it; it was his fucking code of honour. He knew that he couldn't just leave someone in obvious distress, even if that thing wasn't human. And at that moment he cursed his family blood line all the way back to Medieval Europe to his ancestors in shining armour. Dang it! When he looked back at the girls, they where all awake now and huddled under the blanket, staring back at him with all sorts of emotions like terror and defensiveness. Kind of like looking at a stray dog with a broken leg, only multiply that by six.

Will let out a huge sigh; this would be one hell of a story to tell his Sis when he got back. He walked over to the group, and crouched at about four meters away from them to get at their eye level. Searching the group he quickly found the girl with the long dark purple hair and horn on her forehead and locked eyes with her.

"First of all, let me introduce myself, the names William Hartmann. Now, can I have all you're names?" Will said in what he hoped what a calm and soothing voice, though they did flinch a bit none replied but the horn girl.

"My name's Twilight Sparkle," she then began to point to the others with her hand, "This is Fluttershy, Applejack, Rainbow Dash, Pinkie Pie, and Rarity."

"Lovely, they even have names to match their weirdness level" Will thought to himself, but out loud he said, "Well, all of you seem to be in a bit of a mess...so I'm going to offer you all a place to stay at my home until we can sort all this out, since I'm such a nice guy," the last words where ground out of his mouth, but they sensed that the odd creature was sincere in his offer and meant no harm.

"Umm...thank you for your offer, but there's one problem..." Twilight said looking at her friends.

"And what may that be?" the creature named William said a bit tersely.

"We don't really know how to get up," Twilight said sheepishly.

Will's hand shot out in front of him with his hand out, "Then just grab my hand and I'll pull you up."

For a moment Twilight wasn't sure what she should do, she looked at her friends who looked back with a nod of encouragement. Twilight reached her hand up and Will grabbed it and pulled her to her feet. After a shaky start Twilight, ever the genius and prodigy that she was, got the hang of moving a foot in front of the other and made her way to the contraption with the bright lights.

"Next!" Will yelled, and the process continued until everyone was in the bed of the truck once again huddled under the itchy blanket. Looking at his work Will went back into the cab and started the engine. The girls where a bit spooked by the sudden shaking and rumbling, but otherwise they were taking everything pretty well. Will popped his head out the driver's window and told them to hang on. Soon they were off at a speedy 30km/h.

Soon after they left another car came by and stopped when the driver saw something sparkling on the ground. The driver pulled over, and a short portly man with a Stetson and matching cowboy boots stepped out onto the road. He walked over to the source of the sparkle. To his amazement, what he found was a golden crown and five gold necklaces, all with a shinny crystal in the center. The light from his car's headlights seemed to set the gold ablaze and the spectacle was mirrored in his eyes. "Oh boy, I don think I've struck gold here." The man said with a tinge of greed and awe in his voice.